UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.                 )

Filed by the Registrant  ☒                              Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Resideo Technologies, Inc.

(Name of Registrant as Specified In Itsin its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

April 23, 202126, 2022

Dear Resideo Shareholders:

It is my pleasure to invite you to attend the 20212022 Annual Meeting of Shareholders of Resideo Technologies, Inc. (“Resideo” or the “Company”), which will be held via a live virtual meeting on Wednesday, June 9, 2021,8, 2022, at 1:00 p.m. Eastern Daylight Time.

As it did2021 was a year of significant accomplishment for all companies,Resideo. The business built on the COVID-19 pandemic had a profound impact on Resideo and our employees in 2020. Wherever the pandemic emerged, we immediately responded with aggressive actions to ensure the safety of our employees. Where feasible, we have had employees globally working from home since early in the pandemic. When functions required people to be physically on-site, we implemented strict safety protocols, including social distancing, protective equipment, and enhanced cleaning regimens. We will continue these protocols until we are certain the work environment is safe for our employees.

Our Company’s financial and business performance was also affected by COVID-19. Our manufacturing and branch operations were deemed essential in most cases, but we saw a significant reduction in demand in the second quarter as lockdowns and shutdowns impacted the markets we serve and certain parts of our operations. However, as we entered the summer, we experienced a steady increase in sales as people adapted to new ways of operating and investment in the home increased. Improving demand trends and the focused effortsmomentum of the entire Resideo organization led to a second half of 2020 thatto deliver record financial performance and continue to strengthen the foundation for long-term, sustainable success. Both ADI Global Distribution and Products & Solutions delivered double digit year-over-year revenue growth and operating margin expansion. At the same time, we accelerated investment in areas key to our long-term strategy. This was accomplished against a backdrop of significant supply chain, inflationary and logistical challenges. I would like to thank the entire Resideo team for their tremendous efforts in 2021. The hard work across the organization enabled Resideo to manage through this challenging environment to deliver for customers and partners while generating record financial results.

During the year we unveiled our strongest performance sincevision, purpose and values and undertook comprehensive strategic planning initiatives at the corporate level and within each business. Organizationally, we continued to strengthen the leadership team. This included additions to support our spinoff in late 2018.

I made the decision to join ResideoEnvironmental, Social, and Governance (“ESG”) initiatives. We brought onboard a global leader for ESG and added a sustainability leader in the midst of these unprecedented times, because I strongly believeProducts & Solutions business. Sustainability is core to our products, which are designed to help our customers to save energy, water and carbon and make their homes more comfortable, efficient and secure.

At ADI, revenue grew 15% in this Company, its purpose and in the opportunity that exists2021 to strengthen and grow our powerful franchise for the benefit of our employees, customers, shareholders, and all$3.4 billion. This is a continuation of the stakeholders we serve.consistent above-market growth ADI has delivered over the past decade. At the same time, ADI continued to invest in building a true omni-channel experience for its professional customers. This includes enhanced touchless transaction options that simplify the customer experience and free up sales associates for more value-added selling. We made significant progressalso saw initial success from the rollout of pricing optimization tools that provide the ADI sales team better real-time customer insight. These tools and an unrelenting focus on several fronts in 2020 and continuing into 2021, including:

On behalfpotential of the Board, I also welcome Kareem Yusuf who joinedbusiness and the Board in March 2021. Kareem bringsteam we have assembled. We are steadfastly focused on execution to the Board deep experience with critical technologiesbring enhanced value to our customers and more than 17 years of leadership experience across a variety of disciplines, including product management, software development, mergers and acquisitions and technical sales and customer support.

I want to thankreturns for our more than 14,000 employees for their unwavering dedication and commitment to Resideo in the face of many changes and challenges in 2020. It is a privilege to work with you all, and I believe that for Resideo, the best is yet to come.

Thank you for your investment in Resideo, and for the confidence you place in us as we work to ensure that Resideo achieves its full potential.shareholders.

Sincerely,

901 E. 616100 N. 71^thst Street, Austin, TX 78702St., Suite 550, Scottsdale, AZ 85254

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Notice of 20212022 Annual Meeting of Shareholders

Our 20212022 annual meeting will be a live virtual meeting. There will be no physical location for the annual meeting. You will be able to participate in the annual meeting, vote your shares electronically and submit your questions during the live virtual meeting by visiting www.virtualshareholdermeeting.com/REZI2021REZI2022 and entering the 16-digit control number provided in your proxy materials. You may also submit questions in advance of the meeting by visiting www.proxyvote.com. For more information on accessing the virtual annual meeting, see Question 5 in the section entitled “Questions and Answers About the Annual Meeting and Voting” on page 80.69.

Agenda:

Election of Class III Directors

Advisory vote to approve executive compensation

Ratification of the appointment of independent registered public accounting firm

Act on a shareholder proposal described in this Proxy Statement, if properly presented

Transact such other business as may properly come before the meeting

How to Vote: Your vote is important to us. Unless you vote live at the virtual annual meeting, the deadline for receiving your vote is 11:59 p.m. Eastern Daylight Time, on June 8, 2021.

7, 2022.

This Notice of 20212022 Annual Meeting of Shareholders and related proxy materials are being distributed or made available to shareholders beginning on April 23, 2021.26, 2022.

On behalf of Resideo’s Board of Directors,

JEANNINE LANE

EXECUTIVE VICE PRESIDENT,

GENERAL COUNSEL AND CORPORATE SECRETARY AND CHIEF COMPLIANCE OFFICER

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Table of Contents

Proposal 1: Election of Class III Directors

Our Board currently consists of ten directors, and the Board has set the size of the Board as of this year’s Annual Meeting at ten. Our Board is divided into three classes with each class consisting, as nearly as may be possible, of one-third of the total number of directors. The directors designated as Class III directors have terms expiring at this year’s Annual Meeting of Shareholders. After this year, allAll directors will stand for election each year for annual terms, and our Board will therefore no longer be divided into three classes.terms. Our Board has nominated the Class III director nominees for re-election to the Board. We do not know of any reason why any nominee would be unable to serve as a director. If any nominee should become unavailable to serve prior to the Annual Meeting, the shares represented by proxy will be voted for the election of such other person as may be designated by the Board. The Board may also determine to leave the vacancy temporarily unfilled or reduce the authorized number of directors in accordance with the By-Laws. Resideo’s By-Laws provide that in any uncontested election of directors (an election in which the number of nominees does not exceed the number of directors to be elected), any nominee who receives a greater number of votes cast “FOR” his or her election than votes cast “AGAINST” his or her election will be elected to the Board.

Majority Voting for Directors

Resideo’s By-Laws provide a majority voting standard for election of directors in uncontested elections. Each director will be elected by the affirmative vote of a majority of the votes cast, meaning that the number of votes cast “FOR” a director nominee exceeds fifty percent (50%)50% of the number of votes cast with respect to that director’s election.

No incumbent director nominee shall qualify for service as a director unless he or she agrees to submit upon re-nomination to the Board an irrevocable resignation effective upon such director nominee’s failure to receive a majority of the votes cast in an uncontested election. The Nominating and Governance Committee (excluding the nominee, if applicable) will make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board, excluding the nominee, will act on the resignation and publicly disclose its decision in accordance with the By-Laws.

An election of directors is considered to be contested if there are more nominees for election than positions on the Board to be filled by election at the meeting of shareholders. In a contested election, the required vote would be a plurality of votes cast.

Director Nominees

The Board has affirmatively determined that each of the nominees qualifies for election under the Company’s criteria for evaluation of directors. See “Nominating Board Candidates – Procedures and Qualifications” on page 23 for more information on qualifications for director nominees. The Nominating and Governance Committee is responsible for nominating a slate of director nominees who collectively have the complementary experience, qualifications, skills and attributes to guide the Company and function effectively as a Board. The committee believes that each of the nominees has key personal attributes that are important to an effective board, including integrity, industry background, contribution to the composition, diversity and culture of the Board, educational background, the ability and willingness to constructively challenge management and the ability and commitment to devote sufficient time to Board duties. Set forth below is biographical information about the director nominees and their specific experience, qualifications and skills that have led the Board and the Nominating and Governance Committee to conclude that they should continue to serve as directors of Resideo. In addition, the Board has determined that each non-employee director nominee, other than Roger Fradin, qualifies as an independent director under NYSE corporate governance listing standards and the Company’s director independence standards as further described under “Director Independence” on page 18. In addition, the biographical information about the other members of the Board and their specific experience, qualifications and skills are included.

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Director Qualifications and Skills

Our directors have a broad range of experience that spans different industries and encompasses the relevant business and technology sectors. Directors bring a variety of qualifications, skills and viewpoints to our Board that both strengthen their ability to carry out their oversight responsibilities on behalf of our shareholders and bring richness to Board deliberations. As described above and in the director biographies, our directors have key experiences, qualifications and skills that are relevant and important in light of our business, structure and growth strategy and include the following:

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The table below is a summary of the range of qualifications and skills that each director brings to the Board. The table does not include all of the qualifications that each director offers, and the fact that a particular experience, skill, or qualification is not checked for a specific director does not mean that the director does not possess it.

NAME

Roger Fradin (Chairman)

Jay Geldmacher (President & CEO)

Paul Deninger

Cynthia Hostetler

Brian Kushner

Jack Lazar

Nina Richardson

Andrew Teich (Lead Independent Director)

Sharon Wienbar

Kareem Yusuf

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Director Biographies

Nominees for Election (Class III Directors)

Included in each biography are the key qualifications that led to the conclusion that such directors should serve on our Board.

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Our Governance Framework

Our corporate governance framework is a set of principles, guidelines and practices that support strong performance and long-term value creation for our shareholders. Our commitment to good corporate governance is integral to our business and reflects not only regulatory requirements, NYSE listing standards and broadly recognized governance practices, but also effective leadership by our senior management team and oversight by our Board.

Our Board is committed to maintaining the highest standards of corporate governance. Our Board is guided by our Corporate Governance Guidelines, which address director responsibilities, director skills and characteristics, memberships on other boards, director access to management and other employees, director orientation and continuing education, director retirement and the annual performance evaluations of the Board and Committees. Because corporate governance practices evolve over time, our Board will review and approve our Corporate Governance Guidelines, Committee charters and other governance policies at least once a year and update them as necessary and appropriate.

Our Board and Culture

Our Board is deeply engaged, provides informed and meaningful guidance and feedback, and maintains an open dialogue with management based on a clear understanding of our strategic plans. At each Board meeting, we review components of our long-term strategy with our directors and engage in constructive dialogue which our leadership team embraces. Our directors have full and free access to our officers and employees to address questions, comments or concerns. Additionally, the Board and Committees have the power to hire independent legal, financial or other advisors without approval from, or consultation with, Resideo management.

Our Board also takes an active role in ensuring we embrace “best practices” in corporate governance. The partnership and oversight of a strong and multi-faceted Board with diverse perspectives rooted in deep experience in global business, finance, technology and strategy are essential to creating long-term shareholder value.

Corporate Governance Overview

Presented below are some highlights of our corporate governance program. You can find details about these and other corporate governance policies and practices within this Proxy Statement.

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Board Leadership Structure

The Company’s current Board leadership structure consists of a non-executive Chairman of the Board, and, because the Board has determined that the Chairman is not independent, due to his prior employment with Honeywell, a Lead Independent Director who was appointed by the independent directors of the Board. The Board believes the current structure of separating the roles of Chairman and CEO, as well as having a Lead Independent Director, allows for alignment of corporate governance with the interests of shareholders. The Board believes that this structure allows our CEO to focus on operating and managing the Company, leverages our Chairman’s experience in guidance and oversight, and ensures overall independence of the Board through clearly defined roles and responsibilities of the Lead Independent Director. While the Board believes

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that this structure currently is in the best interests of Resideo and its shareholders, it does not have a policy with respect to separating the roles of Chairman and CEO and appointing a Lead Independent Director if the Chairman is independent and could adjust the structure in the future as it deems appropriate.

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Each of the Audit, Compensation and Human Capital Management and Nominating and Governance Committees consists solely of directors who have been determined by the Board to be independent in accordance with SEC regulations, NYSE listing standards and the Company’s director independence standards (including the heightened independence standards and considerations for members of the Audit and Compensation and Human Capital Management Committees).

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Compensation and Human Capital Management Committee Matters

Compensation and Human Capital Management Committee Interlocks and Insider Participation

No current member of the Compensation and Human Capital Management Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the compensation committee of any other company that has an executive officer serving as a member of our Compensation and Human Capital Management Committee or Board.

Oversight of Compensation Consultant

The Compensation and Human Capital Management Committee has sole authority to retain a compensation consultant to assist the Compensation and Human Capital Management Committee in the evaluation of director, CEO or senior management compensation, but only after considering all factors relevant to the consultant’s independence from management. In addition, the Compensation and Human Capital Management Committee is directly responsible for approving the consultant’s compensation, evaluating its performance and terminating its engagement.

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The Compensation and Human Capital Management Committee has retained Frederic W. Cook & Co. (“FW Cook”) as its independent compensation consultant to assist the Compensation and Human Capital Management Committee with the design of our executive compensation programs as well as to provide objective advice on compensation practices and the competitive landscape for the compensation of Resideo’s executive officers. FW

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Compliance program and risks relating to enterprise-wide cybersecurity, including review of the state of the Company’s cybersecurity program, emerging cybersecurity developments and threats and the Company’s strategy to mitigate cybersecurity risks.

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Identifying and Recruiting New Members of the Board

TheIn the recruiting of potential new members for the Board, the Nominating and Governance Committee, shall actively seek individuals qualified to become directors. Throughthrough discussions with the Chairman, Lead Independent Director, CEO and other Board members, identifies specific skill sets, experience and knowledge important for new Board members will be identified and prioritizedprioritizes the same in accordance with the procedures set forth in the Nominating and Governance Committee Charter, the Company’s Corporate Governance Guidelines, organizational documents and applicable law. Potential candidates meeting these criteria are then will be identified either by professional recruiting agencies, reputation or existing Board members. Candidates are interviewed by the Chairman, CEO, Chair of the Nominating and Governance Committee, and other members of the Board, as appropriate, to ensure that candidates not only possess the requisite skills and characteristics but also the personality, leadership traits, work ethic and independence to effectively contribute as a member of the Board. The Nominating and Governance Committee also considers diversity of perspective including experience, skills, gender, ethnicity, race, nationality and age. On successful completion of this process, the Nominating and Governance Committee will recommendrecommends the proposed candidate to the Board and the Board may nominate the successful candidate for election to the Board at the annual meeting of shareholders or such other time as the Board determines appropriate.

The Nominating and Governance Committee has the sole authority to retain and terminate any search firm to be used to identify director candidates and has sole authority to approve the search firm’s fees and other retention terms. Search firms retained by the Nominating and Governance Committee shall beare provided guidance as to the particular experience, skills or other characteristics that the Board is then seeking. The Nominating and Governance Committee has retained third-party search firms to identify potential director candidates and directed the firms to ensure that the pool of candidates included women and other diverse candidates. The Nominating and Governance Committee may also retain other external advisors, including for the purposes of performing background reviews of potential candidates.

Resideo’s current Board members were either identified through a nationally-recognizednationally recognized search firm or were recommended by an existing member of the Board. Dr. Yusuf joined the Board in 2021. Dr. Yusuf was identified as a potential director candidate by a search firm retained by the Nominating and Governance Committee to identify and assess potential director candidates.

General Criteria

In addition to the specific criteria and priorities developed collectively, director candidates are considered by the Nominating and Governance Committee in light of a range of more general criteria:

Shareholder Recommendations for Director Nominees

Any shareholder wishing to recommend a candidate for director should submit the recommendation in writing to Resideo Technologies, Inc., Nominating and Governance Committee, 901 E. 6^th Street, Austin, TX 78702,16100 N 71st St., Suite 550, Scottsdale, AZ 85254, Attention: Corporate Secretary. The written submission should comply with all requirements set forth in the Company’s Certificate of Incorporation and By-Laws. The Nominating and Governance Committee will consider all candidates recommended by shareholders who comply with the foregoing procedures and satisfy the minimum qualifications for director nominees and Board member attributes.

Advance Notice Director Nominations

Resideo’s By-Laws provide that any shareholder entitled to vote at an annual meeting of shareholders may nominate one or more director candidates for election at that annual meeting by following certain prescribed procedures. To be timely, the shareholder must provide written notice of the shareholder’s intent to make such a nomination or nominations to Resideo’s Corporate Secretary not less than 90 days nor more than 120 days prior

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to the first anniversary date of the immediately preceding annual meeting, except as otherwise provided in our

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perspective, both individually and collectively, to continue to serve our business and strategic needs. This assessment will include members’ qualification as independent, strength of character, judgment and ability to devote sufficient time to attendance at, and preparation for, Board meetings.

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effective with the awards to be made in connection with the 2021 Annual Meeting of Shareholders, an increase in the annual cash retainer for the Chair of the Nominating and Governance Committee from $10,000 to $15,000 effective April 1, 2021, and an increase in the annual cash retainer for the Chair of the Compensation & Human Capital Management Committee from $15,000 to $20,000 effective April 1, 2021.

Director Deferred Compensation Plan

In September 2019, the Compensation and Human Capital Management Committee approved the adoption of the Resideo Deferred Compensation Plan for Non-Employee Directors (the “Director Deferred Compensation Plan”). This plan encourages our directors to hold a portion of their compensation in the form of equity or deferred cash, which can only be monetized at the end of their tenure on the Board or in other limited circumstances. At the same time, the Compensation and Human Capital Management Committee also permitted non-employee directors to defer their annual equity award in accordance with the terms of our 2018 Stock Plan for Non-Employee Directors of Resideo Technologies, Inc. (the “Director Stock Plan”).

Prior to the first day of each calendar year beginning on or after January 1, 2020, each non-employee director may (i) elect to convert all of his or her annual cash retainer fees as well as any annual committee and chair fees other than reimbursements otherwise payable to him or her by the Company into deferred stock units or deferred cash pursuant to the Director Deferred Compensation Plan, and (ii) elect to defer payment of his or her annual equity grant of restricted stock units once the award has vested in accordance with its terms and conditions. Each deferred stock unit under the Director Deferred Compensation Plan and each vested restricted stock unit that a non-employee director has elected to defer under the terms of the Director Stock Plan represents the right to receive one share of our common stock generally on the first day of the seventh calendar month following the date the non-employee director incurs a separation of service from us.

Other Benefits: Non-employee directors are also provided with $350,000 in business travel accident insurance.

Director Compensation for 20202021

In 2020,2021, each non-employee director received his or her annual cash retainer amount in addition to the annual equity retainer award of RSUs with a grant date fair value of approximately $120,000.$130,000. Annual equity retainers generally vest with respect to 100% of the RSUs awarded on the first anniversary of the grant date, subject to continued service on the Board. Beginning in 2020, eachEach of our non-employee directors has the ability to elect to defer all of his or her annual cash retainer as well as his or her annual equity retainer award pursuant to the terms of our Director Deferred Compensation Plan and Director Stock Plan, respectively, as discussed above. The table below reflects the 20202021 compensation paid to our non-employee directors. Dr. Yusuf was not a director for any portion of 2020 and therefore is not listed in the tables below.