D. Scott Davis
Director at HON
Board
About D. Scott Davis
D. Scott Davis, age 73, has served on Honeywell’s Board for 19 years and is currently an independent director. He is a former Chairman and CEO of United Parcel Service (UPS), a Certified Public Accountant, and serves as Chair of Honeywell’s Corporate Governance and Responsibility Committee (CGRC) and member of the Audit Committee; he was the Audit Committee Chair until June 7, 2024, when Michael W. Lamach succeeded him . Davis was previously Honeywell’s independent Lead Director (succeeded by William S. Ayer in 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parcel Service (UPS) | Chairman & CEO; Vice Chairman; SVP/CFO/Treasurer; various finance roles | CEO 2008–2014; non-Exec Chair 2014–2016; CFO from 2001; Vice Chair from 2006; joined 1986 | Led UPS’s transformation into a technology company; extensive operational and financial leadership |
| II Morrow Inc. | Chief Executive Officer | Prior to joining UPS | General aviation/marine navigation instruments technology leadership |
| Federal Reserve Bank of Atlanta | Director; Chairman | Director 2003–2009; Chairman 2009 | Banking and macroeconomic oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UPS | Director (past) | Past | Former UPS board member |
| EndoChoice Holdings, Inc. | Director (past) | Past | Past public company board service |
| Johnson & Johnson | Director (past) | Past | Past public company board service |
| Federal Reserve Bank of Atlanta | Director; Chairman | 2003–2009; 2009 | Chairman in 2009 |
| Current public company boards | None | — | No current outside public boards |
Board Governance
- Independence: The Board affirmatively determined Davis is independent under Nasdaq and SEC rules (including enhanced criteria for Audit and Compensation committee members) .
- Committee assignments: Chair, CGRC; Member, Audit; designated Audit Committee Financial Expert (†) .
- Lead Director transition: Ayer elected to succeed Davis as independent Lead Director in 2024 .
- Attendance: In 2024 the Board held 9 meetings and committees held 18; Board had 100% attendance of regularly scheduled meetings; average committee attendance was 99%, and each director participated in at least 98% of total Board/committee meetings .
- Audit Committee governance: Scope includes oversight of independent auditors, financial reporting, internal controls, ERM coordination, and cybersecurity/data use compliance (including AI) .
- CGRC governance: Oversees director nominations, Board evaluations, director compensation, ESG oversight, related-party transactions, responsible AI governance, and environmental justice .
- Executive sessions: Independent Lead Director presides at sessions of independent directors and can call special Board meetings and retain outside advisors .
Fixed Compensation
Program design for non-employee directors:
- Board cash retainer: $120,000 per annum; committee membership fee: $15,000 per annum (Audit), $10,000 per annum (other committees); CGRC Chair fee: $20,000 per annum; common stock equivalents: $60,000 per annum; annual RSU grant target: $130,000; directors may defer cash retainers at 5.91% credited interest (2024) .
- RSU grant mechanics: 637 shares granted in May 2024 at $204.15 per share; RSUs vest on the earliest of (i) April 15 immediately preceding the first anniversary of grant, (ii) death/disability, (iii) change in control, or (iv) voluntary termination on/after the director’s 10th Board anniversary .
2024 compensation for D. Scott Davis:
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $252,280 |
| Stock Awards (RSUs) | $130,044 |
| Option Awards | — |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings | $6,081 |
| All Other Compensation | $558 |
| Total | $388,963 |
Other director benefits:
- Aircraft use for Board travel; $350,000 business travel accident insurance; directors elected before September 2008 receive $100,000 term life insurance (Davis is the sole director eligible) .
- Charitable match: Up to $25,000 per director annually; in 2024 matches were made for certain directors, not including Davis .
Performance Compensation
| Item | Detail |
|---|---|
| Annual bonus | Not applicable; director pay is retainer/equity-based; no bonus disclosed |
| PSUs / performance equity | None for directors; annual RSUs are time-based |
| Options in 2024 | Not granted to non-employee directors in 2024 |
| Performance metrics | Not applicable to director compensation |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current outside public boards | None |
| Past outside public boards | UPS; EndoChoice Holdings, Inc.; Johnson & Johnson |
| Compensation committee interlocks | None; no Honeywell executive served on another entity’s compensation committee whose executive served on Honeywell’s MDCC; all MDCC members were independent |
| Commercial relationships via outside roles | Independence review noted certain directors with ordinary-course commercial relationships; Davis is not listed among those directors |
Expertise & Qualifications
- Significant management, strategy, finance, and operations expertise from 25+ years at UPS; deep understanding of technology and software solutions for logistics .
- Financial management expertise in reporting, accounting, and controls; strong banking/public policy and global economic understanding .
- Audit Committee Financial Expert designation evidences robust financial literacy for audit oversight .
Equity Ownership
Beneficial ownership (as of March 26, 2025):
| Component | Shares |
|---|---|
| Common Stock Beneficially Owned | 29,579 |
| Right to Acquire within 60 days | 13,533 |
| Other Stock-Based Holdings (deferred units) | 22,504 |
| Total | 65,616 |
| Ownership % of shares outstanding | <1% |
Outstanding awards and deferred balances (as of Dec 31, 2024):
| Instrument | Quantity |
|---|---|
| Outstanding Option Awards | 13,905 |
| Outstanding Stock Awards (unvested RSUs) | 647 |
| Deferred Compensation Plan (non-elective common stock equivalents) | 22,119 |
Ownership alignment:
- Director stock ownership guideline: ≥5x annual cash retainer ($600,000) in common stock/RSUs/common stock equivalents; Davis has attained this threshold (not among exceptions) .
- Policy prohibits hedging and pledging of Honeywell securities, reinforcing alignment .
Governance Assessment
- Board independence and role: Davis is independent, chairs the CGRC overseeing ESG, related-party transactions, and responsible AI governance—key areas for long-term risk management and investor confidence .
- Financial oversight strength: As Audit Committee Financial Expert and prior Audit Chair, Davis contributes deep financial oversight; Lamach succeeded him as Audit Chair in 2024, enhancing rotation while maintaining expertise on the committee .
- Attendance and engagement: Very high attendance across Board/committees; CGRC Chair participates in shareowner engagement meetings, indicating strong stakeholder responsiveness .
- Compensation alignment: Director pay is primarily fixed retainer plus time-based RSUs; no performance-based bonuses or PSUs; options not granted in 2024—minimizes pay-for-performance conflicts for oversight roles .
- Ownership alignment: Meets 5x retainer guideline; hedging/pledging prohibited—positive alignment signal .
- Related-party/conflict controls: CGRC reviews related-person transactions; independence review did not identify Davis in companies with commercial relationships—no related-party exposure disclosed for Davis .
- Watch items: Retirement age policy requires non-employee directors to retire at the first Annual Meeting after age 75; at age 73, Davis approaches the policy threshold, suggesting potential near-term Board refresh dynamics rather than a governance concern .
- Shareholder signals: 2024 Say-on-Pay received 93% support; the independent chairman proposal received 26% support in 2024—Board retains flexibility with a robust Lead Director role .