Duncan Angove
HONEYWELL INTERNATIONALAbout Duncan B. Angove
Independent director at Honeywell (HON) since 2018 (Years of Service: 7) and age 58. Current CEO of Blue Yonder Group, Inc.; prior senior roles at Arcspring, Infor, Oracle Retail, and Retek, bringing deep enterprise software and digital transformation expertise. Determined independent under Nasdaq/SEC rules and serves on two key board committees (CGRC and MDCC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Yonder Group, Inc. | Chief Executive Officer | Jul 2022–Present | Leads digital supply chain/omnichannel cloud software; global operating experience |
| Arcspring LLC | Managing Partner | 2019–Jul 2022 | Next‑gen PE combining capital/technology/ops/design thinking |
| Infor, Inc. | President | 2010–2018 | Enterprise software; strategy, M&A, sales, product development |
| Oracle Corporation (Retail GBU) | SVP & GM | 2005–2010 | Retail enterprise software; cybersecurity/data privacy compliance |
| Retek Inc. | Various roles | 1997–2005 | Public retail software provider; roles of increasing responsibility |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None |
| Past public company boards | None |
| Executive role | CEO, Blue Yonder Group, Inc. |
Board Governance
- Committee assignments: Corporate Governance & Responsibility (CGRC) – Member; Management Development & Compensation (MDCC) – Member .
- Independence: Board affirmatively determined Mr. Angove is independent (audit/compensation enhanced criteria apply to relevant committees) .
- Attendance: 2024 Board held 9 meetings (100% attendance of regularly scheduled meetings); committee average attendance 99%; each director ≥98% aggregate attendance .
- Years of service: 7; Independent status shown in proxy slate .
Fixed Compensation
| Component | Program Terms (Directors) | 2024 Amount (Angove) |
|---|---|---|
| Board cash retainer | $120,000 per annum; paid quarterly | $199,148 fees earned (includes committee fees/deferrals) |
| Committee membership fees | $10,000 per committee ($15,000 for Audit) per annum | Included in fees earned |
| Committee chair fees | Audit Chair $40,000; MDCC Chair $25,000; CGRC Chair $20,000 per annum | Not applicable (member) |
| Common stock equivalents (deferred) | $60,000 credited annually; paid in cash post‑service | Included in program; individual table shows stock awards separately |
| Other benefits | Matching charitable contributions up to $25,000; business travel accident insurance; limited aircraft use | $42 all other compensation |
Total 2024 Director Compensation (Angove): $329,234 (Fees $199,148; Stock awards $130,044; Other $42; no options) .
Performance Compensation
| Equity Element | Grant Terms | 2024 Angove Grant |
|---|---|---|
| Annual RSU grant | $130,000 target value; vests on earliest of April 15 preceding first anniversary, death/disability, Change in Control, or ≥10 years board service in good standing | Stock awards: $130,044 aggregate grant date fair value |
| Options (director program) | Not granted to non‑employee directors in 2024 | $0 option awards |
No formulaic performance metrics apply to director equity grants; awards are time‑based to align directors with shareholder outcomes .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Commercial relationships | Honeywell had arm’s‑length ordinary‑course commercial relationships with certain companies where directors serve or served (includes Blue Yonder Group, Inc. for Mr. Angove); combined purchases/sales <1% of consolidated gross sales for Honeywell and the other companies in each of last three years . |
| Related party oversight | CGRC reviews related party transactions for potential conflicts and ensures appropriate controls; formal policy and Code of Business Conduct reporting apply . |
Expertise & Qualifications
- Senior technology industry leader with global operating experience in software/digital transformation; expertise in enterprise cloud, infrastructure software, IoT, and cybersecurity/data privacy. Extensive M&A, strategy, sales, marketing, and product development background .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (Common) | 2,269 shares |
| Right to acquire within 60 days | 10,527 shares (options/RSUs) |
| Other stock‑based holdings (deferred) | 6,396 share equivalents |
| Total beneficial ownership (SEC definition) | 19,192 shares/equivalents (<1% of outstanding) |
| Outstanding awards (Dec 31, 2024) | Options: 10,899; RSUs: 647; Deferred comp plan units (non‑elective): 2,509 |
| Director ownership guideline | Minimum holdings ≥5x cash retainer ($600,000) within five years; all current directors except Lee, Watson, Lamach, Williamson have met threshold (Angove has met) |
| Hedging/pledging policy | Hedging, pledging, short sales, and trading in options on Honeywell securities are prohibited for directors |
Governance Assessment
- Committee engagement: Dual membership on CGRC and MDCC positions Angove at the center of director nominations/ESG oversight (CGRC) and executive compensation/succession (MDCC), supporting board effectiveness .
- Independence & attendance: Affirmed independent; strong attendance metrics at board/committee level suggest high engagement and governance quality .
- Alignment: Director pay mix balances cash and time‑vested equity; no options to directors in 2024; Angove meets stringent stock ownership guideline, reinforcing alignment with shareholders .
- Potential conflicts: Blue Yonder relationships disclosed as arm’s‑length and immaterial (<1% of sales), with CGRC oversight mitigating conflict risk (monitor for changes in transaction scope) .
- RED FLAGS: None evident from proxy; no pledging/hedging permitted; no related‑party transactions triggering independence concerns; continue monitoring for any evolving commercial ties with Blue Yonder or compensation/consulting arrangements not covered in the proxy .