Carol Fine
HEICOAbout Carol Fine
Carol F. Fine (age 67) is an independent director of HEICO Corporation, serving since 2022. She brings a 37-year banking and aviation finance background, including senior roles at Northern Trust (SVP, Nov 2010–Mar 2021) and prior corporate and private banking positions at Southeast Bank, First Union, SunTrust, and City National Bank of Florida. Her education includes a BA from the College of William and Mary and an IMBA from the University of South Carolina. She is deemed independent under NYSE rules, with 100% board and committee meeting attendance in fiscal 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust | Senior Vice President | Nov 2010–Mar 2021 | Focused on aviation finance and private banking |
| Aviation consulting (independent) | Consultant (aircraft/airline valuations; credit assessments) | 1 year (not dated) | Sector expertise in aviation finance |
| Southeast Bank; First Union; SunTrust Bank; City National Bank of Florida | Corporate and private banking positions of increasing responsibility | Not disclosed | Aviation finance focus across institutions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health Foundation of South Florida | Board member | Not disclosed | Nonprofit healthcare governance |
| Carrfour Supportive Housing, Inc. | Board member; former Board Chair | Not disclosed | Affordable housing governance; prior board leadership |
Board Governance
- Committee assignments: Finance/Audit Committee member; Environmental, Safety & Health Committee member. Finance/Audit Committee met four times in fiscal 2024; Environmental, Safety & Health met four times.
- Independence: Determined independent by HEICO’s Board under NYSE rules; 70% of the board is independent.
- Attendance: The board held four meetings in fiscal 2024; all directors, including Fine, attended 100% of board and committee meetings; all attended the 2024 Annual Meeting.
- Executive sessions/lead independent practice: Independent directors meet at least annually in executive session; presiding director rotates among committee chairs.
Fixed Compensation
| Item | FY 2024 |
|---|---|
| Annual director retainer ($) | $250,000 |
| Committee membership fees ($ per committee) | $15,000 |
| Committee chair fees ($) | $10,000 (policy; Fine is not listed as a chair) |
| Number of committees served | 2 (Finance/Audit; Environmental, Safety & Health) |
| Fees earned or paid in cash (Fine) ($) | $274,458 |
| Option awards (Fine) ($) | $0 (no grants to non-employee directors in FY 2024) |
| Equity purchase requirement (annual) ($) | $145,000 (58% of retainer) |
Directors must purchase HEICO common stock annually equal to approximately 58% of the retainer; purchases can be made personally or via company withholding from retainers.
Performance Compensation
| Metric | FY 2024 |
|---|---|
| Performance-based director compensation elements | None disclosed for non-employee directors; no options granted in FY 2024 |
Other Directorships & Interlocks
| Entity | Type | Role | Notes |
|---|---|---|---|
| Public company boards | Public | None disclosed | No other public company directorships referenced in biography |
| Health Foundation of South Florida | Nonprofit | Director | Governance role |
| Carrfour Supportive Housing, Inc. | Nonprofit | Director; former Chair | Governance role; prior board leadership |
| Compensation committee interlocks | — | None in FY 2024 | No interlocks or insider participation reported |
Expertise & Qualifications
- Expertise areas (Board matrix): Banking & Finance; Corporate Governance; Wealth Management.
- Aviation sector familiarity: Career-long focus on aviation finance; independent aviation consulting experience; completed courses in Miami-Dade County’s Aviation Program.
- Education: BA (College of William and Mary); IMBA (University of South Carolina).
Equity Ownership
| Metric | Detail |
|---|---|
| Common shares beneficially owned | 2,970 (includes IRA and plan holdings) |
| Class A shares beneficially owned | 0 |
| Ownership % | <1% for each class (denoted “*” in proxy) |
| Breakdown | 1,766 Common in IRA; 1,204 Common via HEICO Leadership Compensation Plan |
| Stock options | None held by Fine (only Dr. Schriesheim holds options among non-employee directors) |
Governance Assessment
- Strengths: Independent director with deep banking/finance expertise aligned to audit oversight; active committee service (Finance/Audit; Environmental, Safety & Health); perfect attendance; board policy mandating annual equity purchases enhances alignment.
- Compensation/Alignment: Cash-only director pay with required annual stock purchases ($145,000) and no FY 2024 equity grants; total cash fees $274,458 reflect retainer and committee service.
- Conflicts/Related-party: No related-party transactions disclosed involving Fine; related-party matters disclosed pertain to Mendelson family members.
- Red flags: None evident for Fine—no attendance issues, interlocks, or related-party exposure disclosed.
Audit Committee engagement is meaningful for investor confidence; Fine’s background in banking and aviation finance is directly relevant to HEICO’s operating and risk profile, and her consistent committee activity and independence support board effectiveness.