Deborah Flint
Director at HON
Board
About Deborah Flint
Deborah Flint (age 57) is President and CEO of the Greater Toronto Airports Authority (since April 2020) and an independent non‑employee director of Honeywell (HON) with five years of service as of the 2025 proxy. At Honeywell, she serves on the Corporate Governance and Responsibility Committee (CGRC) and the Management Development and Compensation Committee (MDCC); the Board has affirmatively determined she is independent under Nasdaq and SEC rules, including MDCC’s enhanced criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Los Angeles World Airports (LAWA) | Chief Executive Officer | June 2015–March 2020 | Oversaw one of world’s busiest airports and largest US airport police force; led largest public works agreements in Los Angeles history |
| Port of Oakland | Roles of increasing responsibility | 23 years | Operations and infrastructure leadership across complex transportation systems |
| Federal Reserve Bank of San Francisco (Los Angeles Branch) | Board Director (prior) | Not disclosed | Regional economic oversight exposure |
External Roles
| Organization | Role | Status | Focus/Impact |
|---|---|---|---|
| Airports Council International (ACI) World Board | Director | Current | Global airport governance; safety and technical oversight as Board Chair of World Standing Safety & Technical Committee |
| President Obama’s Advisory Committee on Aviation Consumer Protection | Committee Member | Prior | Consumer protection in aviation |
| TRB Airport Cooperative Research Program (ACRP) | Oversight Committee Chair | Prior | Research oversight for airport operations |
| Blue Ribbon Task Force on UAS Mitigation at Airports | Co‑Chair | Prior | Drone risk mitigation frameworks |
| U.S. Department of Transportation Drone Advisory Committee | Federal Appointee | Prior | Policy input on drone integration |
Board Governance
- Committee memberships: CGRC member; MDCC member. Committee chairs: CGRC chaired by D. Scott Davis; MDCC chaired by Grace Lieblein. Meetings held in 2024: CGRC 4; MDCC 5. All members independent; CGRC also serves as nominating committee and oversees related‑party transactions and responsible AI; MDCC oversees executive compensation and human capital .
- Independence: The Board determined all non‑employee director nominees, including Deborah Flint, are independent under Nasdaq and SEC rules (including enhanced criteria for Audit and MDCC members) .
- Attendance: In 2024 the Board held 9 meetings; committees held 18. Board had 100% attendance at regularly scheduled meetings; directors’ average committee attendance was 99%; each director participated in at least 98% of combined Board and committee meetings. All then‑serving directors attended the 2024 Annual Meeting .
- Shareholder engagement: Independent directors (Lead Director, CGRC Chair, MDCC Chair) engaged directly with holders of ~22% of shares in 2024–2025; Say‑on‑Pay received 93% support in 2024 .
- Ownership policy: Non‑employee directors must hold at least 5x annual cash retainer ($600,000) within five years; as of Dec 31, 2024, all current directors except Ms. Lee, Mr. Watson, Mr. Lamach, and Mr. Williamson had attained this threshold—implying Ms. Flint was in compliance; Honeywell prohibits hedging and pledging of Honeywell securities .
| Governance Metric | Value |
|---|---|
| CGRC membership | Member |
| MDCC membership | Member |
| Committee meetings (2024) | CGRC: 4 ; MDCC: 5 |
| Independence status | Independent |
| 2024 Board attendance | 100% (regular meetings) |
| 2024 committee attendance (avg) | 99% |
| Each director ≥98% aggregate attendance | Yes |
| 2024 Annual Meeting attendance | All directors attended |
| Director ownership guideline | ≥$600,000; 5 years to comply |
| Flint guideline compliance | Met as of 12/31/2024 (not among exceptions) |
| Hedging/pledging policy | Prohibited |
Fixed Compensation
| Component | Honeywell Director Program (USD) | Notes |
|---|---|---|
| Board cash retainer | $120,000 per annum | Paid quarterly |
| Lead Director retainer | $60,000 per annum | Additional; paid quarterly |
| Committee membership fee | $10,000 per committee; $15,000 if Audit | Paid quarterly |
| Committee chair fee | Audit $40,000; MDCC $25,000; CGRC $20,000 | Paid quarterly |
| Common stock equivalents | $60,000 per annum | Credited to deferred plan; paid after service |
| Deborah Flint – 2024 Director Compensation | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $200,000 |
| Stock awards (RSUs, grant‑date fair value) | $130,044 |
| Option awards | $0 |
| Change in pension value & nonqualified deferred comp earnings | $223 |
| All other compensation | $42 |
| Total | $330,309 |
Performance Compensation
| RSU Grant Detail (Non‑Employee Directors) | 2024 |
|---|---|
| Annual equity grant type | RSUs (target $130,000 value) |
| Grant date | Annual Meeting (May 2024) |
| Shares granted | 637 shares |
| Grant‑date value per share | $204.15 |
| Aggregate grant‑date fair value | $130,044 |
| Vesting schedule | Vests on earliest of: April 15 immediately preceding first anniversary; death/disability; change‑in‑control; or voluntary termination on/after 10th Board anniversary, all on the same terms for directors |
| Performance conditions | None disclosed for director RSUs (time‑based vesting only) |
Options were not granted to non‑employee directors in 2024; Ms. Flint nonetheless held 7,937 outstanding option awards at 12/31/2024 (from prior grants) .
Other Directorships & Interlocks
| Company | Board Role | Committees | Status |
|---|---|---|---|
| Other current public company boards | None | — | Current |
| Past public company boards | None | — | Historical |
Related‑party/commercial relationships: Honeywell disclosed ordinary‑course commercial relationships with organizations where certain directors have roles (including Greater Toronto Airports Authority for Ms. Flint). Transactions were arm’s‑length, director did not initiate/negotiates, and combined purchases/sales were each <1% of consolidated gross sales for both companies over each of the last three fiscal years—well below independence thresholds; the Board confirmed independence .
Expertise & Qualifications
- Aviation, automation/digitization of complex buildings/airport systems; transportation networks; cybersecurity risk management; advanced security solutions .
- Oversight of one of the world’s busiest airports, largest U.S. airport police force, and major public works programs; leading climate resiliency and net‑zero strategies at GTAA .
Equity Ownership
| Beneficial Ownership (as of March 26, 2025) | Shares |
|---|---|
| Common stock beneficially owned | 1,730 |
| Right to acquire within 60 days (options/RSUs) | 7,565 |
| Other stock‑based holdings (deferred equivalents) | 1,946 |
| Total shares (SEC beneficial ownership) | 11,241 (<1% of outstanding) |
| Outstanding Awards (as of Dec 31, 2024) | Count |
|---|---|
| Outstanding option awards | 7,937 |
| Outstanding stock awards (RSUs) | 647 |
| Outstanding non‑elective deferred comp units | 1,669 |
| Ownership Alignment | Requirement | Status |
|---|---|---|
| Director stock ownership guideline | ≥5x annual cash retainer ($600,000); 5 years to comply | Met as of 12/31/2024 (not listed among exceptions) |
| Hedging/pledging | Prohibited for directors | In force |
Governance Assessment
- Board effectiveness: Flint brings deep domain expertise in aviation systems, cybersecurity risk, and climate resiliency—well aligned with Honeywell’s megatrends and digitalization focus; she contributes through CGRC oversight of ESG and responsible AI governance and MDCC oversight of human capital and compensation .
- Independence & attendance: Affirmed independence; Board and committee attendance metrics indicate high engagement (Board 100%, committee avg 99%, each director ≥98%); all directors attended the 2024 annual meeting .
- Compensation & alignment: Standard director pay structure with balanced cash/equity; RSUs are time‑based (no performance conditions), but robust stock ownership guidelines and hedging/pledging prohibitions strengthen alignment; Flint appears to meet ownership guidelines .
- Shareholder confidence signals: 2024 Say‑on‑Pay approval at 93% and direct engagement by independent directors with ~22% of shares reflect strong governance and investor outreach .
- Potential conflicts/RED FLAGS: No current or past public company board interlocks; disclosed arm’s‑length commercial relationships with GTAA were immaterial (<1% of gross sales) and did not affect independence—no related‑party red flags noted .
- Policy infrastructure: Standalone clawback policy adopted in 2023 (meeting SEC/Nasdaq standards) and strong ERM/ESG oversight further bolster governance quality .