Grace Lieblein
Director at HON
Board
About Grace Lieblein
Grace Lieblein (age 64) has served on Honeywell’s Board for 12 years and is the Chair of the Management Development and Compensation Committee (MDCC) and a member of the Corporate Governance and Responsibility Committee (CGRC). She is a former Vice President, Global Quality at General Motors and previously held senior roles across global purchasing/supply chain and international business leadership (Mexico, Brazil), bringing deep expertise in supply chain, manufacturing, engineering, technology, and international operations. Current other public company board: American Tower Corporation; past public company board: Southwest Airlines Co.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors | Vice President, Global Quality | Nov 2014 – Mar 2016 | Quality oversight in a global manufacturing context |
| General Motors | Vice President, Global Purchasing & Supply Chain | Dec 2012 – Nov 2014 | Global supply chain leadership |
| GM Brazil | President & Managing Director | Jun 2011 – Dec 2012 | International P&L leadership (Brazil) |
| GM Mexico | President & Managing Director | Jan 2009 – Jun 2011 | International P&L leadership (Mexico) |
| General Motors | Vehicle Chief Engineer | Oct 2004 – Jan 2009 | Product engineering leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| American Tower Corporation | Director (current) | Not disclosed | Current public company board |
| Southwest Airlines Co. | Director (past) | Not disclosed | Past public company board |
Board Governance
- Committee assignments: MDCC Chair; CGRC member. MDCC met 5 times in 2024; all members independent; the committee administers executive compensation, reviews goals/metrics, succession, talent, and retains an independent compensation consultant. CGRC met 4 times in 2024; oversees governance, director compensation, ESG oversight, and related-party review; Chair transitioned to D. Scott Davis effective June 7, 2024.
- Independence: Board determined all non-employee nominees, including Ms. Lieblein, are independent under Nasdaq and SEC rules (including enhanced standards for MDCC/Audit as applicable).
- Attendance and engagement: In 2024 the Board held 9 meetings and committees held 18; Board attendance at regularly scheduled meetings was 100% and directors’ average committee attendance was 99%; each director participated in at least 98% of aggregate Board and committee meetings. All then-serving directors attended the 2024 Annual Meeting.
- Anti-hedging/pledging: Directors are prohibited from hedging or pledging Honeywell securities; options trading is prohibited for directors.
- Director ownership guidelines: Minimum 5x annual cash retainer ($600,000) within 5 years; all current directors except Lee, Watson, Lamach, and Williamson have met the threshold (implying Ms. Lieblein has met it).
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (includes cash retainers/committee fees and $60k common stock equivalents) | $200,000 | $225,000 |
| All Other Compensation (charitable match and other) | $20,047 | $25,042 |
| Total Fixed (Cash + Other) | $220,047 | $250,042 |
- 2024 board-wide fee framework (for context): Board retainer $120,000; committee membership $10,000 ($15,000 Audit); committee chair fees: Audit $40,000, MDCC $25,000, CGRC $20,000; common stock equivalents credited $60,000 per year (deferred).
- Charitable match up to $25,000 per director per year; directors may use company aircraft for Board travel; business travel accident insurance of $350,000; legacy term life insurance for pre-2008 directors (grandfathered).
- Deferred compensation earns interest (5.91% for 2024) or is deemed invested in plan funds or a Honeywell stock fund at the director’s election.
Performance Compensation
| Equity Component | 2023 | 2024 |
|---|---|---|
| Annual RSU grant (target value and shares) | $65,160; 328 shares at $198.66 (grant date fair value) | $130,044; 637 shares at $204.15 (grant date fair value) |
| Stock options (new grants) | Options granted (1,309 shares to non-employee directors) | No options granted to directors in 2024 |
Vesting and design:
- Annual director 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 10th anniversary of Board service in good standing.
- Program shift: Beginning 2024, director options were eliminated and RSU target increased to $130,000 (from 2023 mix of $65,000 RSUs + $50,000 options); Board cash retainer increased to $120,000; MDCC Chair fee increased to $25,000.
Outstanding awards (as of Dec 31, 2024):
- Options outstanding: 13,905; Stock awards outstanding: 647; Non-elective deferred comp units: 6,890.
Performance metrics: Director equity is time-based; no performance metrics (TSR/revenue/EBITDA) apply to non-employee director awards.
Other Directorships & Interlocks
| Company | Status | Notes |
|---|---|---|
| American Tower Corporation | Current | Listed as current public company board. |
| Southwest Airlines Co. | Past | Listed as past public company board. |
- Independence safeguards: The Board’s annual independence review considered outside directorships and confirmed absence of material commercial relationships; any such relationships were ordinary course and on market terms. CGRC oversees related party transactions.
Expertise & Qualifications
- Wide-ranging management and operating experience at GM; significant expertise in supply chain management, global manufacturing, engineering, technology, and product design/development; international business/operations/finance experience in Brazil and Mexico.
Equity Ownership
| As of Mar 26, 2025 | Common Stock Beneficially Owned | Right to Acquire (within 60 days) | Other Stock-Based Holdings | Total Shares | % Outstanding |
|---|---|---|---|---|---|
| Grace Lieblein | 13,151 | 13,533 | 7,194 | 33,878 | <1% (each individual <1%) |
- Director ownership policy requires ≥5x annual cash retainer ($600k) while serving; Ms. Lieblein has attained the threshold.
- Honeywell prohibits directors from hedging or pledging Company stock and from trading in options on Company securities.
Governance Assessment
- Strengths: Long-tenured, independent MDCC Chair with deep operating and supply chain expertise; very strong attendance culture (100% Board, 99% committee; each director ≥98%); rigorous stock ownership, hedging/pledging prohibitions, and CGRC oversight of conflicts promote alignment and risk discipline. 2024 Say-on-Pay received 93% support, evidencing investor confidence in compensation oversight.
- Incentive alignment: Director pay mix emphasizes equity (time-based RSUs); 2024 program changes eliminated options and increased RSUs, aligning with market practice while maintaining ownership requirements.
- Potential risks/red flags: No specific related-party transactions or pledging/hedging risks disclosed; Board independence affirmed; time commitments within guidelines (limit of four boards including Honeywell; Ms. Lieblein serves on two). Ongoing monitoring warranted for cross-board interlocks, but current disclosures show no material commercial relationships.
MDCC oversight under Ms. Lieblein includes executive compensation design, goal-setting, succession planning, and engagement with an independent consultant; 2024–2025 shareholder engagement indicated broad support for compensation design and peer group updates (additions of Cisco Systems and Medtronic).