Resideo Technologies : Governance Guidelines (Corporate Governance Guidelines Rev 10 2025 ddc29e)

Corporate Governance Guidelines

1. Board Functions and Responsibilities

   The primary functions of the Board of Directors (the "Board") of Resideo Technologies, Inc. (the "Company") are to oversee management performance on behalf of the shareholders, to monitor adherence to the Company's standards and policies and generally to perform the duties and responsibilities assigned to the Board by the laws of Delaware, the state of incorporation of the Company.

   The Board fulfills these functions by, among other things:

   • Evaluating and compensating the executive officers of the Company and planning for senior management succession;

   • Reviewing and monitoring implementation of the Company's strategic plans and annual operating plans;

   • Reviewing and approving significant corporate actions and major transactions;

   • Reviewing assessments of, and overseeing management's response to, significant risks and issues facing the Company; and

   • Ensuring the establishment of, and monitoring compliance with, processes designed to ensure the integrity of the Company's actions, including its financial statements and financial reporting, its relationships with customers, suppliers and other constituencies, and its compliance with law and its Code of Business Conduct.

2. Board Composition

   Requisite Skills and Characteristics. The composition of the Board, as well as the perspective and skills of its individual members, needs to effectively support the Company's growth and commercial strategy. Collectively, the Board must also be capable of overseeing risk management, capital allocation and leadership succession. Board composition and the members' perspective and skills should evolve at an appropriate pace to meet the challenges of the Company's changing commercial and strategic goals.

   The Nominating and Governance Committee has primary responsibility for reviewing with the Board, on an annual basis, the requisite skills and characteristics of Board members, as well as the composition of the Board as a whole. This assessment will include a consideration of director independence, procedures for shareholder suggestion or nomination of candidates for the Board, and any requirements of applicable law or listing rules. 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. The Nominating and Governance Committee will also focus on board composition and its alignment with strategy.

   To ensure that the Board continues to evolve and be refreshed in a manner that serves the changing business and strategic needs of the Company, before recommending for re- nomination a slate of incumbent directors for an additional term, the Nominating and Governance Committee will evaluate whether incumbent directors possess the requisite skills and perspective, both individually and collectively.

   The Nominating and Governance Committee has responsibility for periodically identifying and recruiting new members to the Board. Through discussions with the Chairperson of the Board (the "Chairperson"), Lead Director, Chief Executive Officer ("CEO"), and other Board members, specific skill sets, experience and knowledge important for the new Board member are identified and prioritized. Candidates meeting these criteria are then identified, taking into consideration recommendations of candidates from any professional recruiting agencies retained by the Nominating and Governance Committee, existing Board members and shareholders. Candidates are interviewed by the Chairperson, CEO, 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. After this process, the Board nominates one or more candidates for election to the Board at the Annual Meeting of Shareholders. From time to time, the Board may choose to fill vacancies in its membership or may deem it desirable to expand the Board, using the same process described above for identifying and recruiting new members to the Board, which arise between annual meetings of shareholders.

   Independence. The Nominating and Governance Committee will conduct an annual review of the independence of the directors (and candidates for membership on the Board), taking into account all relevant facts and circumstances, and will report its findings to the full Board. The Board intends that, at all times, a substantial majority of its directors will be considered independent under relevant New York Stock Exchange ("NYSE") and U.S. Securities and Exchange Commission (the "SEC") guideline

   Each independent director of the Board shall promptly notify the chairperson of the Nominating and Governance Committee of any developments that may impair such director's independence for evaluation by the Nominating and Governance Committee. If a conflict exists and cannot be resolved, such director should submit to the Board an offer of resignation from the Board and each of the committees on which such director serves. The Board need not accept such offer of resignation; however, the submission of such offer of resignation provides the opportunity for the Board to review the appropriateness of the continuation of such individual's membership on the Board or any Committee of the Board. The Company will not make any loans to directors or executive officers.

   Chairperson. The Company has no fixed rule as to whether the offices of Chairperson and CEO should be vested in the same person or two different people, or whether the Chairperson should be an employee of the Company or should be elected from among the non-employee directors. The Chairman shall establish an agenda for each meeting of the Board, with review from the Lead Director, if any. Lead Director. If the Chairperson is not an independent director, a Lead Director shall be elected from among the independent directors. In electing the Lead Director, the independent directors shall consider the following selection criteria:

   • Qualifies as independent, in accordance with relevant listing standards;

   • Able to commit the time and level of engagement required to fulfill the substantial responsibilities of the role; and

   • Effective communication skills to facilitate discussions among members of the Board, including between the independent directors and the CEO/Chairperson, and engage with key stakeholders.

     The Lead Director will have the following duties and responsibilities:

   • With the Chairperson, review Board meeting agendas and Board meeting schedules to ensure there is sufficient time for discussion of all agenda items;

   • With the Chairperson, provide input regarding presentation materials and other written information provided to directors for Board meetings;

   • Preside at all meetings at which the Chairperson is not present including executive sessions of the non-employee directors;

   • Be available for consultation and direct communications with the Company's shareholders; and

   • Perform such other duties as the Board may determine from time to time.

   Board Size. Determination of the authorized number of directors is governed by the Company's By-laws. The Nominating and Governance Committee and the Board periodically review the size of the Board and assess its ability to function effectively and with appropriate expertise. Term Limits and Average Tenure. The Board does not believe in the establishment of arbitrary term limits. While term limits may help ensure that fresh ideas and viewpoints are available to the Board, they may force the Company to lose the contribution of directors who, over time, have developed increased insight into the Company's businesses and operations. As an alternative to term limits the Board will seek to maintain an average tenure of ten years or less for its non-employee directors.

   The Nominating and Governance Committee conducts an annual review of each director's continuation on the Board.

   Occupations and Memberships on Other Boards. If a member of the Company's Board serves as an executive officer of a publicly traded company, including the Company CEO's service on the Company's Board, that member should not serve on the boards of more than two public companies (including their own company). All other members of the Board may not sit on more than four public company boards (including service on the Company's Board), unless the Board determines that such simultaneous service does not impair the ability of such member to effectively serve as a member of the Company's Board.

   In selecting nominees for membership, the Board takes into account the other demands on the time of a candidate, and with respect to current members of the Board, their attendance at,

   preparedness for and participation in Board and Committee meetings. Directors should advise the chairperson of the Nominating and Governance Committee in advance of accepting an invitation to serve on another public company board In connection with any such additional Board opportunity, the Director should provide the Chair of the Nominating and Governance Committee the necessary information with respect to the description of the business of the additional board in order to allow for a review of any interlocking directorates issues or conflicts as well as to review for potential overboarding concerns.

   Directors must tender their resignation from the Board and each of the committees on which they serve in the event of any change in the director's principal job responsibilities or upon their resignation, removal or retirement as an employee of the Company. The person holding the office of CEO shall tender to the Board his or her resignation as a director at the same time that his or her service as CEO ends.

   Election of Directors. The By-laws of the Company (the "By-laws") provide that in any uncontested election of directors, any director nominee who receives a majority of the votes cast shall be deemed elected (for purposes of this paragraph, a "majority of the votes cast" shall mean that the number of votes cast "for" a director must exceed the number of votes cast "against" that director (with "abstentions" and "broker non-votes" not counted as a vote cast with respect to that director). Further, the By-laws provide that the Board shall nominate for election or re-election as a director only candidates who agree to tender, promptly upon appointment as a director, an irrevocable resignation that will be effective upon (i) such person's failure to receive a majority of the votes cast in an uncontested election and (ii) the acceptance of such resignation by the Board. In addition, the Board shall fill director vacancies and newly created directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of irrevocable resignation tendered by other directors in accordance with these Corporate Governance Guidelines. Any such resignation shall be promptly considered through a process managed by the Nominating and Governance Committee and excluding the nominees who did not receive a majority of the votes cast with respect to the recommendation regarding his or her resignation. If an incumbent director's resignation is not accepted by the Board, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director's resignation is accepted by the Board, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy in accordance with the Company's By-laws or may decrease the size of the Board in accordance with the Company's By-laws.

3. Board Meetings

   Meetings. Regular meetings of the Board are scheduled well in advance. Special meetings of the Board may be called by the Chairperson, the CEO or by a majority of the non-employee directors. Attendance. Board members are expected to prepare for, attend and participate in meetings of the Board and committees on which they serve. Information and data that are important to an understanding of the business to be conducted at a Board or committee meeting is generally distributed in writing to the directors before the meeting so as to provide directors with sufficient time to review the materials and consider key issues in advance of the meeting. Agendas. The Chairperson (and the Lead Director, if any) establishes the agenda for Board meetings, although each Board member is free to suggest the inclusion of items on the agenda. At the end of each year, the Board reviews a schedule of agenda subjects (to the extent they can be foreseen) to be considered by the Board at its meetings in the coming year. Each Board member is free to raise at any Board meeting subjects that are not on the agenda for that meeting and to suggest items for inclusion on future Board agendas. Presentations to the Board. Leaders of the Company are routinely invited to attend appropriate portions of Board meetings. The Board encourages presentations at its meetings by employees whose direct involvement in a particular area can bring key insight into a topic being reviewed with the Board or who have leadership potential of which the Board should be aware. Management presentations should be scheduled on the agenda so as to allow for question-and-answer sessions and open discussions of key policies and practices. Meetings of Non-Employee Directors. The Board will hold executive sessions of its non-employee directors on at least a quarterly basis, including at least one executive session of independent directors annually. If there is a Lead Director, the Lead Director will serve as the chairperson for any executive session of independent directors. Over the course of each year, the topics of discussion in executive sessions of non-employee directors will include management performance and succession plans, Board compliance with the Company's corporate governance policies and the needs of the Board (e.g., qualities, skills, background).

4. Board Committees

Committees. The Board currently has the following standing committees: Audit Committee, Compensation and Human Capital Management Committee, Nominating and Governance Committee, Finance Committee and Innovation and Technology Committee. All of the members of the Audit Committee, Compensation and Human Capital Management Committee and Nominating and Governance Committee are independent directors under criteria established by the SEC and NYSE. All directors serving on the Audit Committee meet the enhanced independence criteria established by the NYSE for audit committee members. The Board may, from time to time, establish or maintain additional or alternative committees that it determines to be necessary or appropriate. Committee Assignments. Committee members and chairpersons will be appointed by the Board upon the recommendation of its Nominating and Governance Committee.

There are no fixed terms for service on committees.

Charters. Each committee operates under a written charter setting forth its purpose, duties and responsibilities and providing for an annual self-evaluation of its performance. These charters are published on the Company's website and are made available in print to any shareholder who requests them. Meetings. Committee meetings are generally held in conjunction with full Board meetings. The chairperson of each committee determines the frequency and length of committee meetings (consistent with any applicable charter requirements) and, with the assistance of appropriate members of management, develops the agenda for committee meetings. Each