Michael Lamach
Director at HON
Board
About Michael W. Lamach
Independent director; age 61; joined Honeywell’s Board in December 2023 and has 1 year of service. Former Executive Chair and prior Chairman & CEO of Trane Technologies plc following its 2020 separation from Ingersoll-Rand; previously Chairman & CEO of Ingersoll-Rand and earlier held leadership roles at Johnson Controls International for 17 years . Currently serves as Audit Committee Chair; identified as independent in the proxy summary; holds 3 current public company boards including Honeywell . Core credentials include deep sustainability, engineering, M&A, digital transformation, and operations experience across industrial sectors .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Trane Technologies plc | Executive Chair | Jul 2021 – Dec 2021 | Led oversight after separation; sustained transformation toward climate-focused innovations . |
| Trane Technologies plc | Chairman & CEO | Feb 2020 – Jul 2021 | Drove post-separation leadership; global climate controls positioning . |
| Ingersoll-Rand | Chairman & CEO | Jun 2010 – Feb 2020 | Leadership across industrial portfolio; growth and value creation . |
| Ingersoll-Rand | Various leadership roles | 2004 – 2010 | Operational and strategic leadership . |
| Johnson Controls International | Management positions | 17 years (years not disclosed) | Building controls automation experience . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| PPG Industries, Inc. | Director | Current | Committees not disclosed in HON proxy . |
| Nucor Corporation | Director | Current | Committees not disclosed in HON proxy . |
| Ingersoll-Rand | Director | Past | Prior board service . |
| Trane Technologies plc | Director | Past | Prior board service . |
| Iron Mountain Inc. | Director | Past | Prior board service . |
Independence and interlocks: The Board reviewed directors’ outside directorships and confirmed the absence of material commercial relationships with companies where directors serve; any such relationships were in the ordinary course and on market terms .
Board Governance
- Committee assignments: Audit Committee Chair (appointed effective June 7, 2024; succeeded D. Scott Davis) .
- Audit Committee 2024 activity: 9 meetings; all members independent; has oversight of independent accountants and internal audit; monitors risk areas including cybersecurity, data use/compliance (including AI), tax, liquidity, product integrity/security, vendor risk, business continuity, and crisis management; co-oversight of ERM with full Board .
- Independence status: Independent; 3 current public boards including Honeywell (within limit of ≤4 boards per policy) .
- Attendance: In 2024, Board held 9 meetings; the Board had 100% attendance at regularly scheduled meetings; directors’ average committee attendance was 99%; each director participated in at least 98% of aggregate Board and committee meetings for which they served; all then-serving directors attended the 2024 Annual Meeting .
- Stock ownership guidelines for directors: Must hold ≥5x annual cash retainer ($600,000) within 5 years; Lamach (joined Dec 2023) has not yet reached the threshold, consistent with allowed timeframe .
Fixed Compensation
| Category | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $218,801 | Includes Board retainer ($120,000 p.a.), committee membership fees ($10,000 p.a. or $15,000 p.a. for Audit), and Audit Chair fee ($40,000 p.a.), paid quarterly . |
| Stock Awards (RSUs) | $130,044 | Aggregate grant-date fair value; RSUs granted May 2024 (637 shares at $204.15/share) . |
| Option Awards | $— | No stock options granted to directors in 2024 . |
| Change in Pension Value & Nonqualified Deferred Comp Earnings | $— | Above-market earnings apply to certain legacy deferrals; none shown for Lamach . |
| All Other Compensation | $25,042 | Includes charitable match (up to $25,000/year; Lamach received $25,000 in 2024) and other benefits . |
| Total | $373,887 | Sum of components . |
Director compensation policy components:
- Board cash retainer: $120,000 per annum (quarterly) .
- Committee membership fees: $10,000 per annum ($15,000 for Audit members) .
- Committee chair fees: Audit Chair $40,000; MDCC Chair $25,000; CGRC Chair $20,000 (quarterly) .
- Common stock equivalents: $60,000 annually, credited to deferred plan; payable after Board service .
- Annual equity grants: Target $130,000 in RSUs; vesting triggers detailed below .
Performance Compensation
| Instrument | Grant Details | Vesting/Performance Conditions | Valuation |
|---|---|---|---|
| Restricted Stock Units (RSUs) | Annual grant in May 2024 | RSUs vest on earliest of: (i) April 15 immediately preceding first anniversary of grant; (ii) death or disability; (iii) Change in Control; or (iv) voluntary termination on/after tenth Board anniversary in good standing . | 637 shares at $204.15/share (grant-date fair value) . |
| Options | Not granted to directors in 2024 | N/A | N/A . |
| Deferred Stock/Equivalents | $60,000 common stock equivalents credited annually; dividends accrue; paid after service | Deferred compensation earns interest at 5.91% for 2024 or is valued in designated funds; legacy pre-2006 deferrals may be paid upon CIC per plan . |
Honeywell prohibits hedging, pledging, short sales, and options trading in Company securities by directors; transactions generally require pre-clearance; Rule 10b5-1 plan guidelines apply to directors adopting trading plans .
Other Directorships & Interlocks
| Company | Relationship to HON | Governance Notes |
|---|---|---|
| PPG Industries, Inc. | Outside directorship | Board confirmed absence of material commercial relationships; ordinary-course terms where present . |
| Nucor Corporation | Outside directorship | Board confirmed absence of material commercial relationships; ordinary-course terms where present . |
| Prior: Ingersoll-Rand; Trane Technologies; Iron Mountain | Former board roles | Historical service; no current related-party disclosure to HON . |
Expertise & Qualifications
- Deep sustainability, engineering, M&A, digital transformation, and operations expertise; experience in building controls automation technology .
- Proven leadership transforming Trane into a climate-focused innovations leader; ability to drive growth and value across industrial sectors .
- Audit Committee oversight experience aligned to ERM, cybersecurity, data compliance (including AI), product integrity/security, vendor risk, liquidity, and crisis management .
Equity Ownership
| Component (as of Mar 26, 2025) | Shares |
|---|---|
| Common Stock Beneficially Owned | 986 . |
| Right to Acquire within 60 days (options/RSUs) | 950 . |
| Other Stock-Based Holdings (deferred accounts, no voting/investment power) | 588 . |
| Total Beneficial Ownership | 2,524 (<1% outstanding) . |
| Outstanding Option Awards (12/31/2024) | 599 . |
| Outstanding Stock Awards (12/31/2024) | 647 . |
| Deferred Comp Plan (Non-Elective) Units (12/31/2024) | 319 . |
| Director Ownership Guideline | ≥5x cash retainer ($600,000) within 5 years; Lamach not yet at threshold given Dec 2023 start . |
Anti-hedging/pledging: Directors prohibited from hedging or pledging; short sales and options trading also prohibited .
Governance Assessment
- Board effectiveness: As Audit Committee Chair, Lamach oversees critical financial reporting integrity, auditor independence, and ERM risk domains, including AI/data compliance; the committee met 9 times in 2024; structure and activity support robust oversight .
- Independence and conflicts: Identified as independent; outside board roles (PPG, Nucor) reviewed by HON for conflicts; Board confirmed no material commercial relationships, mitigating interlock risk .
- Alignment & incentives: 2024 pay mix balanced between cash fees and RSUs ($218,801 cash; $130,044 RSUs); annual RSUs and $60,000 common stock equivalents align director interests with shareholders; charitable match utilized ($25,000) is modest; no options granted in 2024 reduces risk-taking incentives .
- Ownership: Beneficial ownership totals 2,524 shares (<1%); not yet at 5x retainer guideline, consistent with 5-year compliance window for Dec 2023 join date; holding and anti-hedging/pledging requirements strengthen alignment .
- Attendance/engagement: Board-level attendance was exceptionally high in 2024 (100% regularly scheduled; ≥98% individual aggregate; 99% average committee attendance), supporting investor confidence in director engagement; all directors attended the 2024 Annual Meeting .
RED FLAGS: None material disclosed. Note that Lamach has not yet met the director ownership guideline, which is expected given his December 2023 start and 5-year window; anti-hedging/pledging policy and absence of related-party conflicts mitigate risk .