William Ayer
Lead Independent Director at HON
Board
About William S. Ayer
Independent Lead Director of Honeywell International Inc.; retired Chairman and CEO of Alaska Air Group. Age 70; 10 years on Honeywell’s Board; elected Lead Director in 2024 for a two-year term ending at the 2026 annual meeting. Independent under SEC and Nasdaq standards; serves ex officio on Audit, Corporate Governance & Responsibility (CGRC), and Management Development & Compensation (MDCC) committees. Core credentials include three decades of aviation leadership, operations and customer-centric transformation, and prior public utility governance experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Honeywell | Independent Lead Director | 2024–2026 term | Ex officio member of Audit, CGRC, MDCC; empowered to approve Board agendas, call meetings, liaise with shareholders and independent directors |
| Honeywell | Chair, Corporate Governance & Responsibility Committee (CGRC) | 2022–Jun 7, 2024 | Led Board self-evaluation, director nominations, ESG oversight; succeeded by D. Scott Davis on Jun 7, 2024 |
| Honeywell | Member, MDCC | 2014–2024 | Oversight of executive compensation and succession |
| Alaska Air Group | Chairman | 2003–2013 | Governance/oversight of airline operations and strategy |
| Alaska Air Group | Chief Executive Officer | 2002–2012 | Led operational and customer-facing automation initiatives |
| Seattle Branch, Federal Reserve Bank of San Francisco | Director | Prior service | Regional economic and governance oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Current public company boards | — | None | No other current public boards listed |
| Alaska Air Group, Inc. | Director/Chairman (Chair and CEO historically) | Past | Public company board experience |
| Puget Sound Energy, Inc. / Puget Energy, Inc. | Director/Chair of Board | Past | Public utility governance |
| Seattle Branch, Federal Reserve Bank of San Francisco | Director | Past | Public-sector board role |
Board Governance
- Independence and committee roles: Ayer is an independent director and, as Lead Director, serves ex officio on Audit, CGRC, and MDCC, providing cross-committee oversight and coordination.
- Lead Director authority: May approve and modify Board agendas and materials, call meetings of independent directors and special Board meetings, lead executive sessions, and directly engage with shareholders; elected by independent directors for a two-year term (Ayer’s term runs through 2026).
- Attendance and engagement: In 2024, the Board held 9 meetings with 100% attendance of regularly scheduled meetings; average committee attendance was 99%, and each director participated in at least 98% of applicable meetings. All then-serving directors attended the 2024 annual meeting. The Lead Director and committee chairs engaged directly with holders representing 22% of shares outstanding during 2024 outreach.
- Independence determination and conflicts screening: The Board annually affirmed independence for non-employee nominees, applying stringent criteria and reviewing commercial relationships; Ayer is independent and no disqualifying relationships were identified. Hedging and pledging of Honeywell securities by directors is prohibited.
- Shareholder signals: 2024 Say‑on‑Pay received 93% support; repeated proposals for an independent chair garnered only 26% support in 2024, with the Board citing a strengthened Lead Director role (Ayer) as counterbalance.
Fixed Compensation
| Component | Honeywell Director Program (2024) | William S. Ayer – 2024 Amount |
|---|---|---|
| Board Cash Retainer | $120,000 per annum | $234,560 (includes retainers/fees earned) |
| Lead Director Premium | $60,000 per annum (in addition to retainer) | Included in cash total above |
| Committee Membership Fees | $10,000 per committee; $15,000 for Audit Committee members | Included in cash total above |
| Committee Chair Fees | Audit Chair $40,000; MDCC Chair $25,000; CGRC Chair $20,000 | N/A for 2024 (Lead Director; not chair) |
| Common Stock Equivalents | $60,000 credited annually; cash-settled at exit | Reflected in program; individual totals shown in stock/other lines |
| All Other Compensation | Charitable match up to $25,000; travel insurance; legacy term life (select directors) | $25,042 (includes charitable match and other benefits per policy) |
2024 Director Compensation Summary (Ayer):
- Fees Earned or Paid in Cash: $234,560; Stock Awards (RSUs): $130,044; All Other Compensation: $25,042; Total: $389,646.
Performance Compensation
| Equity Element | 2024 Detail | Vesting/Terms |
|---|---|---|
| Annual RSU grant (Directors) | Target $130,000; 637 shares granted in May 2024 at $204.15 per share; Ayer grant-date fair value $130,044 | Vests on earliest of: Apr 15 immediately preceding first anniversary; death/disability; change in control; or voluntary termination on/after 10th Board anniversary in good standing |
| Stock Options (Directors) | No option grants to non-employee directors in 2024 | — |
Performance metrics in director pay: None disclosed for director equity; RSUs are time-based (no TSR/financial metrics for directors).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | Alaska Air Group; Puget Sound Energy and Puget Energy |
| Compensation committee interlocks | None reported for MDCC in 2024 |
Expertise & Qualifications
- Deep aerospace/aviation operator experience; led customer-facing automation at Alaska Air Group.
- Proven leadership in safety culture, continuous improvement, sustainability, and long-term value creation.
- Governance and public utility oversight experience (Puget Energy; Seattle Fed).
Equity Ownership
| Metric | Ayer Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 10,510 shares | As of Mar 26, 2025 |
| Right to acquire within 60 days | 10,527 shares | Options/RSUs within 60 days |
| Other stock-based holdings (deferred) | 5,022 shares-equivalent | Deferred accounts (no voting rights) |
| Total beneficial ownership | 26,059 shares (<1% of outstanding) | Per SEC definition; individual <1% |
| Outstanding option awards (12/31/24) | 10,899 options | Legacy grants outstanding |
| Outstanding stock awards (12/31/24) | 647 RSUs | As of year-end 2024 |
| Deferred comp plan units (non‑elective) | 4,730 units | As of year-end 2024 |
| Director ownership guideline | 5x annual cash retainer ($600,000); 5-year compliance window | Ayer has met guideline (not listed among exceptions) |
| Hedging/pledging | Prohibited for directors | Policy designed to align interests |
Governance Assessment
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Strengths
- Independent Lead Director with expansive authorities (agenda approval, special meetings, shareholder engagement) provides a robust counterweight to combined Chair/CEO; Ayer elected for a two-year term through 2026.
- Strong attendance culture (Board 100%, committees 99%), and direct director engagement with shareholders (Lead Director/Chairs engaged 22% of shares).
- High ownership alignment: rigorous 5x retainer guideline; Ayer in compliance; hedging/pledging prohibited.
- Investor confidence signals: 93% Say‑on‑Pay support; low support for independent chair proposal, reflecting confidence in the Lead Director model with Ayer in role.
-
Watch items
- Combined Chair/CEO structure persists; while mitigated by the empowered Lead Director, investors should monitor effectiveness through continued engagement and outcomes of transformational transactions.
- Legacy director stock options remain outstanding; while permissible, best-practice trends favor time-based RSUs for directors; no new director options were granted in 2024.
-
Conflicts/related-party
- Board affirmed Ayer’s independence with no disqualifying relationships identified under Nasdaq/SEC criteria; CGRC monitors related-party transactions.