Rose Lee
Director at HON
Board
About Rose Lee
Independent director of Honeywell (HON), age 59, serving since January 2022 with three years of board service; current committee assignment is the Management Development and Compensation Committee (MDCC). Former President & CEO of Cornerstone Building Brands (Sep 2021–Mar 2025) with prior senior operating roles at DuPont (Water & Protection; Protection Solutions; Safety & Construction), Saint‑Gobain, Pratt & Whitney, and Booz Allen Hamilton; the Board has affirmatively determined she is independent under Nasdaq and SEC rules. She previously served on the Federal Reserve Bank of Philadelphia’s Economic Advisory Council and is a member of the Forum of Executive Women .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cornerstone Building Brands, Inc. | President & CEO | Sep 2021 – Mar 2025 | CEO of leading exterior building products manufacturer in North America |
| DuPont (Water & Protection) | President | Through Aug 2021 | Led water, shelter, safety solutions; sustainability focus |
| DuPont | President, Protection Solutions; President, Safety & Construction | 2016; 2017 (respectively) | Led protection/safety franchises including aramids/Kevlar |
| DuPont | Global Business Director, Kevlar & Aramid Intermediates | Joined 2015 | Global P&L/portfolio leadership |
| Saint‑Gobain | General management, strategic planning, IT roles | 15 years | Multi‑industry exposure (construction, transport, energy, defense) |
| Pratt & Whitney | Engineering and management positions | Not disclosed | Aerospace/mechanical engineering domain experience |
| Booz Allen Hamilton | Senior consultant | Not disclosed | Strategy/operations advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Crown Holdings Inc. | Director (Past) | Not disclosed | Past public company board |
| Cornerstone Building Brands, Inc. | Director (Past) | Not disclosed | Past public company board |
| Federal Reserve Bank of Philadelphia | Economic Advisory Council (Past) | Not disclosed | Previously served |
| Forum of Executive Women | Member | Current (not dated) | Professional network membership |
Board Governance
- Committee assignments: Member, Management Development and Compensation Committee; MDCC held five meetings in 2024 (Chair: Grace Lieblein; members include Lee) .
- Independence: Board affirmatively determined Lee is independent under Nasdaq and SEC rules, including enhanced criteria for MDCC membership .
- Attendance and engagement: In 2024 the Board held 9 meetings (100% attendance at regularly scheduled meetings); committees collectively held 18 meetings with 99% average committee attendance; each director participated in at least 98% of their aggregate meetings .
- Annual meeting attendance: All then‑serving directors attended the 2024 Annual Meeting .
- Lead Independent Director: William S. Ayer (ex officio on all committees) .
- Hedging/pledging policy: Directors are prohibited from hedging, pledging, short sales, and trading options on Honeywell stock .
Fixed Compensation
- Structure (non‑employee directors):
- Board cash retainer: $120,000 per year; Lead Director: +$60,000; Committee membership: $10,000 per committee ($15,000 for Audit); Committee Chair fees: Audit $40,000; MDCC $25,000; CGRC $20,000 .
- Common Stock Equivalents: $60,000 credited annually into deferred plan; deferrals accrue interest (5.91% in 2024) or as stock‑equivalents; elective deferral available .
- Annual RSUs: Target value $130,000, granted at the Annual Meeting .
2024 Director Compensation (Honeywell)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $190,000 |
| Stock Awards (grant‑date fair value) | $130,044 |
| Option Awards | $0 |
| Change in Pension Value/Deferred Comp Earnings | $0 |
| All Other Compensation | $42 |
| Total | $320,086 |
Outstanding Awards/Deferrals as of Dec 31, 2024
| Category | Count/Units |
|---|---|
| Outstanding Option Awards | 3,204 |
| Outstanding Stock Awards | 647 |
| Outstanding Deferred Comp Plan (Non‑Elective) Units | 870 |
Notes: In May 2024, non‑employee directors received 637 RSUs valued at $204.15 per share (aggregate ~$130,044); no stock options were granted to directors in 2024 .
Performance Compensation
- Directors do not receive performance‑based incentives; equity grants are time‑based RSUs. Annual RSUs vest on the earliest of: (i) April 15 immediately preceding the first anniversary of the grant date, (ii) termination due to death or disability, (iii) change in control, or (iv) voluntary termination on or after the director’s 10th anniversary as a Board member in good standing .
- Option awards are not part of the regular director program in 2024 (no director options granted) .
Other Directorships & Interlocks
- Current public company boards: None .
- Compensation Committee interlocks: None; all 2024 MDCC members were independent; no relationships requiring disclosure under “Certain Relationships and Related Transactions.” No reciprocal executive/compensation committee interlocks with other companies .
- Commercial relationships: Honeywell disclosed ordinary‑course commercial relationships with companies where certain directors serve(d) as officers, including Cornerstone Building Brands in relation to Lee; each was arm’s‑length and <1% of consolidated gross sales for Honeywell and the counterparty in each of the last three years; the director did not initiate or negotiate these transactions .
Expertise & Qualifications
- Extensive sustainability experience in water, shelter, and safety solutions; deep sector knowledge across construction, transportation, energy, and defense .
- Significant aerospace/mechanical engineering background; experience implementing lean manufacturing and developing materials technologies used in solar solutions .
- Former public company CEO with multi‑industry operating experience (DuPont, Saint‑Gobain) providing relevant oversight capabilities for Honeywell’s portfolio .
Equity Ownership
Ownership and Alignment Policies
- Director ownership guideline: ≥5x annual cash retainer (i.e., ≥$600,000) within 5 years of election; as of Dec 31, 2024, Lee had not yet attained the threshold (joined Jan 2022) and remains within the allowed period .
- Prohibitions on hedging, pledging, short sales, and options trading for directors .
Beneficial Ownership (as of March 26, 2025)
| Component | Shares |
|---|---|
| Common Stock Beneficially Owned | 808 |
| Right to Acquire (within 60 days) | 2,832 |
| Other Stock‑Based Holdings | 1,142 |
| Total Beneficial Ownership | 4,782 (<1% of outstanding) |
Additional Holdings Detail (as of Dec 31, 2024)
| Component | Units |
|---|---|
| Outstanding Option Awards | 3,204 |
| Outstanding Stock Awards | 647 |
| Deferred Compensation Plan Units | 870 |
Governance Assessment
- Board effectiveness: Lee serves on the MDCC, which met five times in 2024 and uses an independent consultant (Pay Governance) deemed independent by the committee; this supports rigorous pay‑for‑performance oversight and succession planning .
- Independence and conflicts: The Board affirmatively determined she is independent; disclosed commercial relationships with her former company (Cornerstone Building Brands) were immaterial (<1% of sales), arm’s‑length, and not director‑initiated—reducing conflict risk .
- Engagement signals: Honeywell reported 100% attendance at regularly scheduled Board meetings, 99% committee attendance on average, and each director (including Lee) at least 98% aggregate attendance in 2024; all directors attended the 2024 Annual Meeting—indicative of strong engagement .
- Ownership alignment: Lee’s total beneficial ownership is modest but consistent with a relatively recent appointment and she remains within the five‑year window to meet the 5x retainer guideline; prohibitions on hedging/pledging strengthen alignment .
Red Flags and Watch Items
- Monitor progress toward the 5x ownership guideline (not yet attained as of Dec 31, 2024, but within compliance period) .
- Continue to monitor any Honeywell‑Cornerstone commercial ties for materiality (currently <1% and arm’s‑length) .
Overall, Lee’s profile—former public company CEO with multi‑industry operating and engineering depth, MDCC participation, strong attendance norms, and independence—supports investor confidence in board oversight and compensation governance at Honeywell .