Timothy Mahoney
About Timothy O. Mahoney
Timothy O. Mahoney is an independent director of Resolute Holdings Management, Inc. (RHLD), appointed July 12, 2025, serving as a Class III director with a term expiring at the 2027 annual meeting and as a member of the Compensation Committee . He is a former Honeywell executive (CEO of Honeywell Aerospace 2009–2019; Senior Vice President, Digital Transformation 2019–2022) and spent 18 years at Sikorsky Aircraft; he holds a B.S. in Mechanical Engineering from the University of South Florida and completed Harvard Business School’s Program for Management Development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Honeywell International, Inc. | Senior Vice President, Digital Transformation | 2019–2022 | Enterprise digital transformation leadership |
| Honeywell Aerospace (division of Honeywell) | Chief Executive Officer | 2009–2019 | Led aerospace business; operating leadership |
| Honeywell Aerospace | Multiple Vice President roles | 2003–2009 | Increasing leadership scope within aerospace |
| Sikorsky Aircraft | Leadership roles (various) | ~18 years (pre-2003) | Progressive operating roles in aerospace |
External Roles
RHLD’s appointment filings and press release for Mr. Mahoney do not list any other current public company directorships for him .
Board Governance
- Role and committees: Independent director; Class III (term to 2027); member, Compensation Committee (not chair) . RHLD posts committee charters and governance materials on its website; the board has Audit, Compensation, and Nominating & Corporate Governance committees .
- Independence: Announced as an independent director on appointment . RHLD is a “controlled company” under Nasdaq rules; 6 of 10 directors are independent, and certain committee independence exemptions are utilized .
- Attendance: No board/committee meetings occurred in fiscal 2024 due to timing of the spin-off; attendance data for 2025 not disclosed .
- Executive sessions and policies: RHLD encourages executive sessions and has corporate governance guidelines addressing director qualifications, conflicts, and investor interactions .
- Indemnification: Mr. Mahoney receives a customary indemnification agreement consistent with other directors .
- Hedging/pledging: RHLD’s Insider Trading Policy prohibits directors from hedging or shorting company securities and from entering into derivative hedges .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly in arrears; “Dual‑Hatted” directors (serving simultaneously on a managed subsidiary’s public parent board) do not receive the cash retainer . |
| Meeting fees | Not disclosed | No separate meeting fees disclosed . |
| Expense reimbursement | Reasonable travel expenses reimbursed | For board/committee meetings . |
Performance Compensation
| Award | Grant Value | Grant Timing | Vesting | Exercise Price / Valuation | Change of Control |
|---|---|---|---|---|---|
| Initial Option Award | ~$200,000 | As of appointment (July 12, 2025) | Vests in equal annual installments over 4 years | Exercise price at Fair Market Value (closing price on grant date); valuation historically via Black‑Scholes . | All unvested director options vest at effectiveness of a Change of Control . |
| Prorated 2025 Annual Option Award | Pro rata of $250,000 | As of appointment for service through next annual meeting | Vests in equal annual installments over 4 years | Same as above . | Same as above . |
| Ongoing Annual Option Award | $250,000 each annual meeting | Effective at future annual meetings while serving | Vests in equal annual installments over 4 years | Same as above . | Same as above . |
- Equity awards are time‑based (no performance metrics). Mr. Mahoney will also receive the standard annual board retainer as noted above .
- Company-wide clawback policy (effective Feb 28, 2025) applies to current and former executive officers for incentive‑based compensation in the event of a restatement; director equity is not specified within the clawback scope .
Director Compensation Structure – 2025 Policy Shift
| Policy Element | April 2025 Proxy Policy | July 12, 2025 Second Amended Policy |
|---|---|---|
| Initial director option grant (FV) | $50,000; 2,064 options at $46.82 strike granted to non‑employee directors at spin‑off; 4‑year vesting | $200,000 FV; 4‑year vesting; Dual‑Hatted initial FV $50,000 . |
| Annual director option grant (FV) | $100,000 per year; 4‑year vesting | $250,000 FV per year; Dual‑Hatted annual FV $100,000 . |
| Annual cash retainer | Not specified in April proxy for directors (no 2024 non‑employee director pay) | $50,000 (quarterly in arrears); Dual‑Hatted receive no retainer . |
Other Directorships & Interlocks
- No RHLD filings list other current public company directorships for Mr. Mahoney; his appointment release focuses on prior operating roles (Honeywell, Sikorsky) .
- Network consideration: Mr. Mahoney’s Honeywell tenure (2003–2022) overlaps with RHLD Executive Chairman David M. Cote’s Honeywell leadership (CEO 2002–2017; Executive Chairman through 2018), indicating a prior professional relationship—this is not disclosed as a related‑party transaction but is a relevant board dynamic to monitor .
Expertise & Qualifications
- Aerospace and defense operating leadership (CEO, Honeywell Aerospace; senior roles at Sikorsky) .
- Digital transformation leadership at a Fortune 100 industrial (Senior VP, Digital Transformation, Honeywell) .
- Technical foundation: B.S. Mechanical Engineering; executive education at HBS PMD .
Equity Ownership
- Beneficial ownership table as of April 14, 2025 (pre‑appointment) does not include Mr. Mahoney; he was appointed July 12, 2025 .
- Options to be granted include the ~$200,000 initial grant and a prorated portion of the $250,000 annual grant, each vesting over 4 years; specific share counts and strikes were not disclosed in the 8‑K .
- Hedging/short sales of RHLD securities by directors are prohibited under the Insider Trading Policy .
Governance Assessment
-
Positives
- Independent appointment with deep operating credentials; adds domain expertise to Compensation Committee during a platform scale‑up phase .
- Director compensation is predominantly long‑term equity (4‑year vesting), aligning incentives with shareholder value creation; clear grant mechanics and valuation approach disclosed .
- Robust governance infrastructure: committee charters, whistleblower hotline, and insider trading restrictions; committee oversight for stock ownership guidelines and clawback policy (exec‑focused) in place .
-
Watch items
- Controlled company status concentrates voting power and allows reduced independence requirements on certain committees; continued transparency on committee independence and processes is important .
- Board family relationship (David M. Cote and John D. Cote) exists; while not involving Mr. Mahoney, it is a broader governance consideration for independent directors on sensitive matters .
- Prior Honeywell overlap between Mr. Mahoney and Executive Chairman David M. Cote represents a social/professional tie; vigilance on potential perceived independence concerns is warranted despite formal “independent” designation .
- Change‑of‑control acceleration for director options fully vests unearned equity; while common, investors may monitor for potential entrenchment/perception risks .
- As a mid‑2025 appointee, no beneficial ownership disclosure or attendance record is yet provided; expect inclusion in the next proxy .