Kevin Burke
Director at HON
Board
About Kevin Burke
Kevin Burke (Age 74) is an independent director of Honeywell with 15 years of service. He is the retired Chairman, President, and CEO of Consolidated Edison, Inc., bringing extensive experience in energy production and distribution, energy efficiency, alternative energy, engineering and construction, and government regulation; at Honeywell he serves on the Audit Committee. He is currently not serving on any other public company boards, and is deemed independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Consolidated Edison, Inc. | President & CEO | 2005–2013 | Led large regulated utility; oversaw implementation of financial and management information systems |
| Consolidated Edison, Inc. | Chairman | 2006–April 2014 | Board leadership through strategy and governance transition |
| Consolidated Edison Co. of New York, Inc. | Board of Trustees Member | Until May 2015 | Oversight at operating utility subsidiary |
| Con Edison/Orange and Rockland Utilities, Inc. | President (O&R); prior SVP roles incl. customer service, T&D; CEO of Consolidated Edison Co. of NY | Various (Joined company in 1973) | Progressive leadership across system planning, engineering, law, nuclear, construction, planning |
External Roles
| Organization | Role | Status |
|---|---|---|
| Consolidated Edison, Inc. | Director (past) | Past public company board |
| — | — | No current public company boards |
Board Governance
- Committee assignments: Member, Audit Committee; not Chair. The Audit Committee held 9 meetings in 2024; all members are independent; Honeywell designates two Audit Committee Financial Experts (D. Scott Davis and Stephen Williamson) but Burke is not labeled as an “financial expert” designee in the proxy committee roster .
- Independence: Board has affirmatively determined Burke is independent under Nasdaq/SEC rules (including enhanced audit committee criteria) .
- Attendance and engagement: In 2024, the Board held 9 meetings and committees held 18; the Board had 100% attendance at regularly scheduled meetings. Each director participated in at least 98% of the aggregate of Board and applicable committee meetings. All then-serving directors attended the 2024 Annual Meeting of Shareowners .
- Audit Committee scope (relevant oversight): Oversees financial reporting, internal controls, independent accountants, ERM; monitors risk areas including cybersecurity, data use and compliance (including AI regulations), tax/liquidity, product integrity/security, vendor risk, business continuity, and crisis management; holds executive sessions with auditors and senior leadership .
- Lead Independent Director structure: Robust independent Lead Director authorities (agenda control, executive sessions, self-evaluation leadership, shareholder outreach) support independent oversight when the Chair/CEO is not independent .
- Retirement policy: Non-employee directors retire at the first Annual Meeting after reaching age 75 (unless the Board determines otherwise), implying near-term refresh/succession planning considerations for Burke (age 74) .
Fixed Compensation
Annual Director Compensation Structure (policy)
| Component | Key Terms | Amount |
|---|---|---|
| Board cash retainer | Paid quarterly | $120,000 per annum |
| Committee membership fee | Paid quarterly; Audit members receive higher fee | $10,000 per committee; $15,000 for Audit Committee members |
| Committee chair fee | Paid quarterly | Audit Chair $40,000; MDCC Chair $25,000; CGRC Chair $20,000 |
| Lead Director fee | Paid quarterly (in addition to retainer) | $60,000 per annum |
| Common Stock Equivalents (CSE) | Credited annually to deferred plan; paid in cash at end of service; dividend equivalents credited | $60,000 per annum |
| Annual equity grant (RSUs) | Target grant at Annual Meeting; time-based vest | $130,000 target value per annum |
2024 Director Compensation (Kevin Burke)
| Year | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Option Awards | Change in Pension Value & NQDC Earnings | All Other Compensation | Total |
|---|---|---|---|---|---|---|
| 2024 | $195,000 | $130,044 | $0 | $0 | $25,042 | $350,086 |
Notes:
- “All Other Compensation” includes charitable match and other benefits; Honeywell matched $25,000 of Burke’s charitable contributions in 2024 under the program (up to $25,000 per director per year) .
- Stock options were not granted to non-employee directors in 2024 .
2024 RSU Grant Details
| Grant | Shares Granted | Grant Timing | Per-Share Fair Value | Valuation Basis | Vesting Terms |
|---|---|---|---|---|---|
| Annual Non-Employee Director RSU | 637 shares | May 2024 | $204.15 | ASC 718; average of high/low on grant day | Vest on earliest of: (i) April 15 immediately preceding first anniversary of grant, (ii) death/disability, (iii) Change in Control, or (iv) voluntary termination on/after 10th Board anniversary in good standing |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-linked metrics | None for non-employee directors; equity grants are time-based RSUs, not performance-based PSUs/options |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Past public company boards | Consolidated Edison, Inc. |
| Noted interlocks/related positions | None disclosed involving Burke |
Expertise & Qualifications
- Deep utility/energy operating experience (generation, distribution, efficiency, alt energy), government regulation, and development of new offerings; oversaw implementation of financial and management information systems during tenure at Con Edison .
- Audit Committee member participating in oversight of ERM focus areas including cybersecurity and AI compliance, aligning with Honeywell’s risk profile .
Equity Ownership
Beneficial Ownership (as of March 26, 2025)
| Component | Shares |
|---|---|
| Common stock beneficially owned | 28,025 |
| Right to acquire within 60 days (options/RSUs) | 13,533 |
| Other stock-based holdings (deferred accounts; no voting/investment power) | 12,427 |
| Total beneficial ownership | 53,985 |
| Ownership as % of shares outstanding | <1% (individual) |
Outstanding Awards/Units (as of December 31, 2024)
| Instrument | Quantity |
|---|---|
| Outstanding option awards | 13,905 |
| Outstanding stock awards (RSUs) | 647 |
| Outstanding deferred comp plan (non-elective) units | 12,095 |
Alignment Policies and Compliance
- Director stock ownership guideline: 5x annual cash retainer ($600,000); directors have 5 years to comply. All current directors other than recently joined directors (Lee, Watson, Lamach, Williamson) have met the threshold, indicating Burke is in compliance. Average director holdings equal ~30x retainer as of 12/31/2024 .
- Prohibitions against hedging and pledging Honeywell securities apply to directors (alignment positive) .
Governance Assessment
-
Strengths
- Independence and tenure: Independent director with 15 years of service, providing continuity and institutional knowledge .
- Audit oversight: Active Audit Committee member; committee covers key risk domains including cybersecurity and AI regulatory compliance; nine meetings in 2024 with robust executive sessions and auditor engagement .
- Engagement/attendance: Board reached 100% attendance at regularly scheduled meetings; each director participated in ≥98% of aggregate Board/committee meetings; attended 2024 Annual Meeting .
- Ownership alignment: Meets 5x retainer ownership guideline; meaningful beneficial ownership; time-based RSU program; anti-hedging/pledging policy .
- No disclosed conflicts: No related-party transactions disclosed involving Burke; CGRC oversees related-party reviews .
-
Potential Risks / Watch Items
- Board refreshment timing: Retirement policy at age 75 suggests near-term succession planning for Burke (age 74) .
- Specialist designation: Not identified as the Committee’s “Audit Committee Financial Expert” designee; expertise nonetheless substantial in regulated utilities and operations .
-
RED FLAGS
- None disclosed related to related-party transactions, pledging/hedging, attendance shortfalls, or option repricings for directors in 2024 .