Honeywell International Inc.
Download
SEC Document
SEC Filing
hon-20240402
DEF 14AFALSE000077384000007738402023-01-012023-12-310000773840hon:VimalKapurMember2023-01-012023-12-31iso4217:USD0000773840hon:DariusAdamczykMember2023-01-012023-12-31xbrli:pure00007738402022-01-012022-12-310000773840hon:DariusAdamczykMember2022-01-012022-12-3100007738402021-01-012021-12-310000773840hon:DariusAdamczykMember2021-01-012021-12-3100007738402020-01-012020-12-310000773840hon:DariusAdamczykMember2020-01-012020-12-3100007738402023-12-31iso4217:USDxbrli:shares00007738402022-12-3100007738402021-12-3100007738402020-12-310000773840ecd:PeoMemberhon:VimalKapurMemberhon:EquityAwardsReportedValueMember2023-01-012023-12-310000773840ecd:PeoMemberhon:ChangeInPensionValueAndNonQualifiedDeferredCompensationEarningsMemberhon:VimalKapurMember2023-01-012023-12-310000773840ecd:PeoMemberhon:PensionAdjustmentsServiceCostMemberhon:VimalKapurMember2023-01-012023-12-310000773840ecd:PeoMemberhon:VimalKapurMemberhon:EquityAwardsGrantedDuringTheYearUnvestedMember2023-01-012023-12-310000773840ecd:PeoMemberhon:VimalKapurMemberhon:EquityAwardsGrantedInPriorYearsUnvestedMember2023-01-012023-12-310000773840ecd:PeoMemberhon:VimalKapurMemberhon:EquityAwardsGrantedDuringTheYearVestedMember2023-01-012023-12-310000773840ecd:PeoMemberhon:VimalKapurMemberhon:EquityAwardsGrantedInPriorYearsVestedMember2023-01-012023-12-310000773840ecd:PeoMemberhon:VimalKapurMemberhon:EquityAwardsThatFailedToMeetVestingConditionsMember2023-01-012023-12-310000773840ecd:PeoMemberhon:VimalKapurMember2023-01-012023-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsReportedValueMember2023-01-012023-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsReportedValueMember2022-01-012022-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsReportedValueMember2021-01-012021-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsReportedValueMember2020-01-012020-12-310000773840ecd:PeoMemberhon:ChangeInPensionValueAndNonQualifiedDeferredCompensationEarningsMemberhon:DariusAdamczykMember2023-01-012023-12-310000773840ecd:PeoMemberhon:ChangeInPensionValueAndNonQualifiedDeferredCompensationEarningsMemberhon:DariusAdamczykMember2022-01-012022-12-310000773840ecd:PeoMemberhon:ChangeInPensionValueAndNonQualifiedDeferredCompensationEarningsMemberhon:DariusAdamczykMember2021-01-012021-12-310000773840ecd:PeoMemberhon:ChangeInPensionValueAndNonQualifiedDeferredCompensationEarningsMemberhon:DariusAdamczykMember2020-01-012020-12-310000773840ecd:PeoMemberhon:PensionAdjustmentsServiceCostMemberhon:DariusAdamczykMember2023-01-012023-12-310000773840ecd:PeoMemberhon:PensionAdjustmentsServiceCostMemberhon:DariusAdamczykMember2022-01-012022-12-310000773840ecd:PeoMemberhon:PensionAdjustmentsServiceCostMemberhon:DariusAdamczykMember2021-01-012021-12-310000773840ecd:PeoMemberhon:PensionAdjustmentsServiceCostMemberhon:DariusAdamczykMember2020-01-012020-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsGrantedDuringTheYearUnvestedMember2023-01-012023-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsGrantedDuringTheYearUnvestedMember2022-01-012022-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsGrantedDuringTheYearUnvestedMember2021-01-012021-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsGrantedDuringTheYearUnvestedMember2020-01-012020-12-310000773840ecd:PeoMemberhon:EquityAwardsGrantedInPriorYearsUnvestedMemberhon:DariusAdamczykMember2023-01-012023-12-310000773840ecd:PeoMemberhon:EquityAwardsGrantedInPriorYearsUnvestedMemberhon:DariusAdamczykMember2022-01-012022-12-310000773840ecd:PeoMemberhon:EquityAwardsGrantedInPriorYearsUnvestedMemberhon:DariusAdamczykMember2021-01-012021-12-310000773840ecd:PeoMemberhon:EquityAwardsGrantedInPriorYearsUnvestedMemberhon:DariusAdamczykMember2020-01-012020-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsGrantedDuringTheYearVestedMember2023-01-012023-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsGrantedDuringTheYearVestedMember2022-01-012022-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsGrantedDuringTheYearVestedMember2021-01-012021-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsGrantedDuringTheYearVestedMember2020-01-012020-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsGrantedInPriorYearsVestedMember2023-01-012023-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsGrantedInPriorYearsVestedMember2022-01-012022-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsGrantedInPriorYearsVestedMember2021-01-012021-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsGrantedInPriorYearsVestedMember2020-01-012020-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsThatFailedToMeetVestingConditionsMember2023-01-012023-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsThatFailedToMeetVestingConditionsMember2022-01-012022-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsThatFailedToMeetVestingConditionsMember2021-01-012021-12-310000773840ecd:PeoMemberhon:DariusAdamczykMemberhon:EquityAwardsThatFailedToMeetVestingConditionsMember2020-01-012020-12-310000773840ecd:PeoMemberhon:DariusAdamczykMember2023-01-012023-12-310000773840ecd:PeoMemberhon:DariusAdamczykMember2022-01-012022-12-310000773840ecd:PeoMemberhon:DariusAdamczykMember2021-01-012021-12-310000773840ecd:PeoMemberhon:DariusAdamczykMember2020-01-012020-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsReportedValueMember2023-01-012023-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsReportedValueMember2022-01-012022-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsReportedValueMember2021-01-012021-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsReportedValueMember2020-01-012020-12-310000773840hon:ChangeInPensionValueAndNonQualifiedDeferredCompensationEarningsMemberecd:NonPeoNeoMember2023-01-012023-12-310000773840hon:ChangeInPensionValueAndNonQualifiedDeferredCompensationEarningsMemberecd:NonPeoNeoMember2022-01-012022-12-310000773840hon:ChangeInPensionValueAndNonQualifiedDeferredCompensationEarningsMemberecd:NonPeoNeoMember2021-01-012021-12-310000773840hon:ChangeInPensionValueAndNonQualifiedDeferredCompensationEarningsMemberecd:NonPeoNeoMember2020-01-012020-12-310000773840hon:PensionAdjustmentsServiceCostMemberecd:NonPeoNeoMember2023-01-012023-12-310000773840hon:PensionAdjustmentsServiceCostMemberecd:NonPeoNeoMember2022-01-012022-12-310000773840hon:PensionAdjustmentsServiceCostMemberecd:NonPeoNeoMember2021-01-012021-12-310000773840hon:PensionAdjustmentsServiceCostMemberecd:NonPeoNeoMember2020-01-012020-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsGrantedDuringTheYearUnvestedMember2023-01-012023-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsGrantedDuringTheYearUnvestedMember2022-01-012022-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsGrantedDuringTheYearUnvestedMember2021-01-012021-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsGrantedDuringTheYearUnvestedMember2020-01-012020-12-310000773840hon:EquityAwardsGrantedInPriorYearsUnvestedMemberecd:NonPeoNeoMember2023-01-012023-12-310000773840hon:EquityAwardsGrantedInPriorYearsUnvestedMemberecd:NonPeoNeoMember2022-01-012022-12-310000773840hon:EquityAwardsGrantedInPriorYearsUnvestedMemberecd:NonPeoNeoMember2021-01-012021-12-310000773840hon:EquityAwardsGrantedInPriorYearsUnvestedMemberecd:NonPeoNeoMember2020-01-012020-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsGrantedDuringTheYearVestedMember2023-01-012023-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsGrantedDuringTheYearVestedMember2022-01-012022-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsGrantedDuringTheYearVestedMember2021-01-012021-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsGrantedDuringTheYearVestedMember2020-01-012020-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsGrantedInPriorYearsVestedMember2023-01-012023-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsGrantedInPriorYearsVestedMember2022-01-012022-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsGrantedInPriorYearsVestedMember2021-01-012021-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsGrantedInPriorYearsVestedMember2020-01-012020-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsThatFailedToMeetVestingConditionsMember2023-01-012023-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsThatFailedToMeetVestingConditionsMember2022-01-012022-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsThatFailedToMeetVestingConditionsMember2021-01-012021-12-310000773840ecd:NonPeoNeoMemberhon:EquityAwardsThatFailedToMeetVestingConditionsMember2020-01-012020-12-310000773840ecd:NonPeoNeoMember2023-01-012023-12-310000773840ecd:NonPeoNeoMember2022-01-012022-12-310000773840ecd:NonPeoNeoMember2021-01-012021-12-310000773840ecd:NonPeoNeoMember2020-01-012020-12-31000077384012023-01-012023-12-31000077384022023-01-012023-12-31000077384032023-01-012023-12-31000077384042023-01-012023-12-31000077384052023-01-012023-12-31000077384062023-01-012023-12-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.                    )
______________________
Filed by the RegistrantFiled by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
Honeywell International Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



01_424206-1_FC.jpg







LETTER FROM THE
LEAD DIRECTOR
April 2, 2024

DEAR SHAREOWNERS,

I've had the privilege of serving as Honeywell's independent Lead Director for the past four years, and I take pride in witnessing firsthand the Company's transformative efforts to streamline our portfolio, simplify our structure, and unlock greater value. Honeywell has never been more well-positioned to capitalize on our financial strength to address some of the world's most difficult challenges.
pg1_photo-daviss.jpg
D. SCOTT DAVIS
Lead Director
With my tenure as Lead Director concluding at the upcoming annual meeting, I'd like to share perspectives on Honeywell's impressive growth and express my strong confidence in the Company's future.
The Company's recent segment realignment to focus on three key megatrends — automation, the future of aviation, and energy transition — all underpinned by digitalization will enable Honeywell to drive innovation and growth across our portfolio. Vimal Kapur and his team of Futureshapers have the full support of the Board as they continue to drive business growth and future value creation for our shareowners. The Board is unified in its view that Vimal will provide decisive strategic leadership and strong execution of Honeywell's growth plans, capital deployment, portfolio optimization, succession planning, and continuing operational excellence.
Board refreshment has been a priority over the past several years. In the last five years, we have added five new directors to the Board, including Michael W. Lamach, who joined us in 2023. Mike has extensive management expertise with more than 30 years as a senior executive in several leadership positions, including CEO, at Trane Technologies, Ingersoll Rand, and Johnson Controls. His significant experience and strong reputation for driving growth, and sustainable value creation, and innovative leadership across multiple industrial sectors will help drive our transformation.
William S. Ayer, retired Chairman and Chief Executive Officer of Alaska Air Group, will become our independent Lead Director after my term ends at the annual meeting. Throughout his tenure at Alaska Air, Bill's leadership was marked by a management style that prioritized customer focus, continuous improvement, and the establishment of a culture centered around safety, innovation, sustainability, and diversity. This approach fostered long-term, sustained success, which, together with his profound knowledge of the aerospace industry, will be instrumental as we embark on the next chapter.
As we approach Darius Adamczyk's retirement from the Board, I would like to thank Darius for his leadership and numerous contributions to position Honeywell for growth. His vision and commitment while navigating an unprecedented period of global crisis and uncertainty will enable Honeywell to continue delivering for our shareowners while executing the next stage of our transformation.
As my term ends, I thank you for the privilege of serving as your Lead Director over the past four years. I’m excited about what the future holds here at Honeywell.
Sincerely,
pg1_signature-scottdavis.jpg
D. SCOTT DAVIS
Lead Director
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
1


NOTICE OF ANNUAL MEETING
OF SHAREOWNERS
pg2_icon-mobile.jpg
VOTE BY TELEPHONE
In the U.S. or Canada, you can vote your shares by calling 800-690-6903. You will need the 16-digit control number on the Notice of Internet Availability or your proxy card.
pg2_icon-monitor.jpg
VOTE BY INTERNET
You can vote your shares online at www.proxyvote.com. You will need the 16-digit control number on the Notice of Internet Availability or your proxy card.
pg2_graphic-qr.jpg
VOTE BY SCANNING
You can vote your shares online by scanning the QR code on your proxy card. You will need the 16-digit control number on the Notice of Internet Availability or your proxy card. Additional software may need to be downloaded.
pg2_icon-mail.jpg
VOTE BY MAIL
You can vote by mail by marking, dating, and signing your proxy card or voting instruction form, and returning it in the postage-paid envelope.
Image_14.jpg
VOTE DURING THE VIRTUAL MEETING OF SHAREOWNERS
You can vote your shares during the virtual meeting. You will need the 16-digit control number on the Notice of Internet Availability or your proxy card.
DATE:May 14, 2024
TIME:10:30 a.m. EDT
PLACE:
www.virtualshareholdermeeting.com/HON2024
The meeting will be held in virtual format only. Please see page 108 of the Proxy Statement for additional details.
RECORD DATE:
Close of business on March 22, 2024
MEETING AGENDA
Election to the Board of Directors of the 12 nominees listed in the Proxy Statement.
An advisory vote to approve executive compensation.
Approval of the appointment of Deloitte & Touche LLP as independent accountants for 2024.
If properly raised, the one shareowner proposal described starting on page 103 of the Proxy Statement.
Transact any other business that may properly come before the meeting.
IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
The Securities and Exchange Commission’s “Notice and Access” rule enables Honeywell to deliver a Notice of Internet Availability of Proxy Materials to shareowners in lieu of a paper copy of the Proxy Statement, related materials, and its Annual Report to Shareowners. It contains instructions on how to access the Proxy Statement and 2023 Annual Report and how to vote online.
Shares cannot be voted by marking, writing on, and/or returning the Notice of Internet Availability. Any Notices of Internet Availability that are returned will not be counted as votes.
Honeywell encourages shareowners to vote promptly as this will save the expense of additional proxy solicitation. Shareowners of record on the record date are entitled to vote online at the virtual meeting or prior to the meeting, by telephone, by mail, online at www.proxyvote.com, or by scanning the QR code on your proxy card.
MEETING ADMISSION
You are entitled to attend the virtual Annual Meeting of Shareowners, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/HON2024 and entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card (if you requested printed materials), or on the instructions that accompanied your Proxy Materials. You will only be entitled to vote and submit questions at the Annual Meeting if you are a shareowner as of the close of business on March 22, 2024, the record date. More details on how to participate in this year's virtual Annual Meeting can be found under “Virtual Annual Meeting” beginning on page 108. In the event of a technical malfunction or other situation that at the discretion of the Chairman of the Board of Directors may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of shareowners to be held, the Chairman or Corporate Secretary of Honeywell will convene the meeting at 12 p.m. EDT on the same date and at the location specified above solely for the purpose of holding the adjourned meeting at this later time. Under the foregoing circumstances, we will post information regarding the announcement on Honeywell’s Investor Relations website at investor.honeywell.com.
This Notice of Annual Meeting of Shareowners and related Proxy Materials are being distributed or made available to shareowners beginning on or about April 2, 2024.
By Order of the Board of Directors,
Su's signature jpeg.jpg
SU PING LU
Corporate Secretary
2
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT


TABLE OF CONTENTS
 pg3_graphic-check.jpg

 pg3_graphic-check.jpg

 pg3_graphic-check.jpg
 pg4_graphic-cross.jpg
Reconciliation, notes, and definitions of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found on page 49 or in Appendix A.
Unless the context otherwise requires, the terms “Honeywell,” the “Company,” “we,” “our,” or “us” refer to Honeywell International Inc. and its subsidiaries.

 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
3


HONEYWELL
PERFORMANCE IN 2023
HONEYWELL PORTFOLIO
pg5-icon_aerospace.jpg
pg5-icon_safetysolutions.jpg
pg5-icon_building.jpg
pg5-icon_pmtechnologies.jpg
AEROSPACE TECHNOLOGIES
INDUSTRIAL AUTOMATION
BUILDING AUTOMATION
ENERGY AND SUSTAINABILITY SOLUTIONS
Solutions to make air travel safer, more efficient, and more environmentally responsible, including advanced aerial mobility solutions and flight efficiency software
Processes and solutions that improve productivity, workplace safety, and asset performance, including a wide range of process automation solutions, warehouse and workflow solutions, gas detection technology, and custom-engineered sensors, switches, and controls
Hardware, software, and analytics to help improve quality of life and create safer, more efficient, more sustainable, and more productive facilities
Advanced materials and industrial software that are enabling a more sustainable world, including low-global-warming-potential (GWP) molecules and biofuels for aviation
HONEYWELL CONNECTED ENTERPRISE
Honeywell Forge includes a mix of software products and enabling services across our segments that help companies use operational data to drive insights that improve processes, enhance productivity, support sustainability initiatives, and empower workers.
THE PREMIER SOFTWARE-INDUSTRIAL MULTINATIONAL ORGANIZATION
03_424206-1_pie_honeywell portfolio_03_424206-1_pie_honeywell portfolio.jpg
WELL-DIVERSIFIED PORTFOLIO POSITIONED FOR SUSTAINABLE GROWTH
Represents 2023 sales. Differences between segment sales figures and the sum of sales figures for the businesses within each segment are due to rounding.
4
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT

HONEYWELL PERFORMANCE IN 2023
2023 PERFORMANCE HIGHLIGHTS
FINANCIAL SUMMARY
Honeywell again delivered on its financial commitments with growth in sales, segment margin, and adjusted earnings per share. Commercial excellence and disciplined execution of our rigorous operating principles through ongoing macroeconomic challenges enabled us to remain ahead of the inflation curve. As a result, three of our four segments grew sales in 2023, including double-digit organic growth in Aerospace Technologies, and all four segments expanded margins. Significant growth in our high margin Aerospace Technologies business, along with continued commercial excellence and improvement in our fixed cost base, enabled us to exceed the high end of our segment margin guidance for the year. Excluding the impact of settlements signed in the fourth quarter of 2022, we also saw free cash flow margin of 14.5% in 2023.
STRONG PERFORMANCE ACROSS THE BOARD
SALES ($B)
SEGMENT
MARGIN
ADJUSTED EARNINGS
PER SHARE(1)
ADJUSTED FREE CASH
FLOW ($B)(2)
barchart_StrongPerformance_Sales.jpg
barchart_StrongPerformance_SegmentMargin.jpg
barchart_StrongPerformance_AdjustedEarnings.jpg
barchart_StrongPerformance_AdjustedFreeCash.jpg
(1) Adjusted EPS and adjusted EPS V% excludes items identified in the non-GAAP reconciliation of adjusted EPS contained within Appendix A of this Proxy Statement. Reconciliation, notes, and definitions of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found on page 49 or in Appendix A.
(2) 2022 free cash flow includes ~$300M in headwinds due to changes in R&D tax legislation. 2023 free cash flow excludes the after-tax impact of settlements related to the NARCO Buyout, HWI Sale, and UOP Matters.
CUMULATIVE TOTAL SHAREOWNER RETURN(1)
03_424206-1_barchart_cumulativetotalshareownerreturn.jpg
Cumulative 10-year TSR exceeded the Compensation Peer Group median by a multiple of 1.9x
(1) Source: S&P Capital IQ, as of December 31, 2023. TSR is calculated by the growth in capital from purchasing a share in the company and assuming dividends (regular and special) and share distributions received from any spins are reinvested in the applicable company at the time they are paid.
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
5

HONEYWELL PERFORMANCE IN 2023
LONG-TERM FINANCIAL GOALS
Our long-term growth framework is the culmination of the work we have done in the past six years to transform our supply chain, digitize our business, and enhance our breakthrough initiatives. These targets are the foundation of our initiatives and transformation going forward.
Organic growth of 4%–7%: 2023 organic growth of 4% landed within our target range despite significant headwinds in our warehouse automation business. Growth was supported by strength in our aerospace and long-cycle end markets, new product innovation, and commercial success in Honeywell Connected Enterprise and our high-growth regions.
Margin expansion of 40 bps–60 bps: 2023 margin expansion of 100 basis points exceeded the high end of our long-term target as a result of productivity actions and commercial excellence in the face of macroeconomic challenges. The actions we took in 2023 will enable us to benefit from volume leverage in future years, eventually supporting our trajectory towards our 25%+ long-term segment margin target.
Free cash flow margin of mid-teens+: 2023 free cash flow margin was 12%, or 14.5% when excluding the after-tax impact of one-time settlements (signed in the fourth quarter of 2022). Cash flow was impacted by higher-than-normal inventory levels as we continue to address supply chain issues, particularly in Aerospace Technologies. We expect to improve our inventory performance going forward, supporting our cash flow acceleration in the years ahead.
Capital deployment of at least $25 billion from 2023 to 2025: 2023 capital deployment of $8.3 billion is in line with our minimum target by 2025. The announcement of our agreement to acquire Carrier's Global Access Solutions business for nearly $5 billion (expected to close in 2024) points to our commitment to capital deployment. As discussed in the section below, we are committed to deploying capital to capital expenditures, dividends, share repurchases, and bolt-on M&A activity that drive compelling shareowner value.
TOTAL HONEYWELL - LONG TERM FINANCIAL GOALS
4%–7%
Organic Sales Growth
>35%
Recurring Revenue
>40%
Gross Margin
>25%
Segment Margin
40 bps–60 bps
Segment Margin Expansion
8%–12%
Adj. Earnings Per Share Growth
Mid-Teens+
Free Cash Flow Margin
$25B+
2023–2025 Capital Deployment
6
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT

HONEYWELL PERFORMANCE IN 2023
ACCELERATING ORGANIC GROWTH
When Vimal Kapur took over as CEO in 2023, two of his key priorities included simplifying the portfolio and enhancing organic growth. Honeywell is aligned to three megatrends — automation, the future of aviation, and the energy transition — that have compelling, long-term growth opportunities. By realigning our portfolio to these trends, we are able to invest more efficiently and accelerate our growth potential. We have already seen some results of this new focus:
Sales for 2023 were within our organic growth target range of 4%–7% despite macroeconomic headwinds in our short cycle and warehouse automation businesses.
We continued to grow our new product offerings across a broad range of markets. Our new product vitality approached 30% of total sales for the year as we incubate these new technologies.
Our high growth regions continue to represent substantial opportunities for growth as our pipeline remains robust.
We continue to grow Honeywell Connected Enterprise with new offerings enabled by the Honeywell Forge IoT platform. Honeywell Connected Enterprise offerings across our portfolio saw double-digit growth in 2023, and we expect this growth trend in our software portfolio to continue.
Sustainability continues to be an area where we are well-positioned to grow — investing in solutions ranging from energy efficiency, to sustainable aviation fuel (SAF), to carbon capture and storage, to plastics circularity, and many others.
Artificial Intelligence represents an exciting growth opportunity. We are providing offerings with AI capability specifically to enable autonomy in our customer base.
HONEYWELL ACCELERATOR — OUR OPERATING SYSTEM
05_424206-1_img_AcceleratorPyramidLogo.jpg
Since 2021, we have been revitalizing our best-in-class operating system to further enhance the way we operate the business day-to-day. Honeywell Accelerator's tools and capabilities were designed to provide a centralized source of best practices and training materials, optimizing our performance, and accelerating our transformation into a software-industrial company. In 2022, we expanded Accelerator with the implementation of Global Design Models (GDMs), helping facilitate knowledge transfer through the businesses to ensure that we utilize best practices.
In 2023, Honeywell introduced Accelerator 3.0, an opportunity to expand on our operating system and GDMs. The next phase of Accelerator includes standardizing our entire end-to-end processes across our four main business models: products, projects, aftermarket services, and software. As we implement these standardized processes across the organization, we will see benefits by deploying best practices more consistently across the portfolio. During 2023, we began with the projects GDM, and we are already seeing positive results. As we move into 2024 and beyond, we will continue implementing GDMs across the other business models, extracting benefits in the form of growth, margin expansion, and cash generation, as we create the capabilities our teams need to differentiate and win in the marketplace.
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
7

HONEYWELL PERFORMANCE IN 2023
PORTFOLIO OPTIMIZATION AND STRATEGIC CAPITAL DEPLOYMENT
Capital deployment remains a top priority, as evidenced by our commitment from our 2023 investor day to deploy over $25 billion in capital from 2023 to 2025. In line with our target, in 2023, we deployed a total of $8.3 billion to share repurchases, dividends, capital expenditures, and M&A. Additionally, we continue to invest 4% to 5% of sales on research and development. These strategic, high-return investments will continue to benefit shareowners over the long term. We maintained a balanced capital deployment strategy consisting of the following actions:
Announced in October 2023 that we are realigning our organization to three powerful megatrends: automation, the future of aviation, and the energy transition, all underpinned by digitalization. Our portfolio is well leveraged to these megatrends, and we are confident that this realignment will enable us to better capitalize on these trends and achieve our long-term growth targets.
Deployed approximately $1 billion to high-return capital expenditures.
Closed the acquisitions of Compressor Controls Corporation (CCC) and SCADAfence. CCC strengthens our process solutions portfolio with the addition of turbomachinery control and optimization expertise already recognized in liquified natural gas, gas processing, refining, and petrochemical segments, while SCADAfence complements Honeywell's existing operational technology (OT) cybersecurity business by providing best-in-class network monitoring, asset discovery, threat detection, and security governance.
Announced the agreement to acquire Carrier's Access Solutions business, which is expected to close in 2024. The security solutions portfolio is a software-led business that further enhances our portfolio realignment to the automation megatrend. It will be immediately accretive to Honeywell's growth, margins, and cash performance in the first full year of ownership.
Raised our dividend for the 14th time over 13 consecutive years.
Repurchased $3.7 billion in Honeywell shares, reducing the weighted average share count by 2.2%. This was our sixth consecutive year of deploying more than $6.0 billion of cash back to shareowners in the form of dividends and share repurchases.
Issued $3 billion of debt at attractive long-term interest rates to further strengthen our already strong balance sheet.
2023
YEAR IN REVIEW
In 2023, Honeywell continued to navigate a challenging external environment, including significant moves in interest rates, geopolitical tensions, global currencies, and supply chain constraints. Nonetheless, we delivered impactful, long-term shareowner value through operational excellence and strategic capital deployment in the form of dividends, share repurchases, and bolt-on acquisitions aimed at optimizing our portfolio. We further built out our world-class Board and management team, navigated a successful CEO transition, invested capital in the innovations and sustainable solutions that will drive growth in the coming decades, and continued to adapt to meet the needs of our customers, employees, shareowners, environment, and society.

04_424206-1_gfx_yearInReview.jpg
8
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT

HONEYWELL PERFORMANCE IN 2023
COMMITMENT TO SUSTAINABILITY
pg11_graphic-rightarrow.jpg
pg11_graphic-rightarrow.jpg
pg11_icon-protectai1.jpg
Our people, our communities, and the environment
pg11_icon-achieve.jpg
Sustainable growth and accelerated productivity
pg11_icon-develop1.jpg
Technologies that expand the sustainable capacity of our world
WE PROTECT
WE ACHIEVE
WE DEVELOP
pg11_icon-carbonneutral.jpg
PATH TO
CARBON
NEUTRALITY
Committed to be carbon neutral in Honeywell's operations and facilities by 2035.(1)
Committed to a 50% reduction in our U.S. Scope 1 and 2 emissions by 2030 from a 2018 baseline in partnership with the U.S. Department of Energy's Better Climate Challenge.
Science-based target approved by the Science Based Targets initiative (SBTi) that includes Scope 3 emissions.
Committed to address Scope 3 indirect emissions, including through partnerships with industry leaders to identify and implement best practices.
Robust plans in place to meet commitments with a multifaceted approach, including energy savings projects, conversion to renewable energy sources, capital improvement projects, and the deployment of our own innovative “ready now” sustainable solutions.
pg11_icon-goal.jpg
10-10-10 GOALS
BY 2024
Reduce global Scope 1 and 2 greenhouse gas emissions intensity by an additional 10% per dollar of sales from 2018 levels.
Deploy at least 10 renewable energy opportunities.
Achieve certification to ISO 50001 Energy Management Standard at 10 facilities.
Exceeded 10-10-10 commitments with >20% reduction(2) in Scope 1 and 2 greenhouse gas emissions intensity, 20 renewables, and 28 ISO 50001 certifications.
pg11_icon-sustainable.jpg
SUSTAINABLE
OPERATIONS
Over 90% reduction in Scope 1 and 2 greenhouse gas intensity since 2004.
Approximately 70% energy efficiency improvement since 2004.
More than 3,000 acres remediated and restored as valuable community assets.
170 million gallons of water saved in water-stressed regions since 2013 from 195 projects.
Safety record >4x better than the weighted average total case incident rate (TCIR) of the industries in which Honeywell operates.
6,500 sustainability projects since 2010, with more than $100 million in annualized savings.
pg11_icon-esg1.jpg
ESG-ORIENTED
OFFERINGS
Decades-long history of innovation to help customers meet their ESG-oriented goals.
~60% of 2023 new product research and development investment was directed toward ESG-oriented outcomes.(3)
>60% of 2023 sales were from offerings that contribute to ESG-oriented outcomes.(3)
Honeywell Environmental Sustainability Index (ESI) providing market insights and thought leadership.
(1) Scope 1 and Scope 2.
(2) Subject to assurance.
(3) Methodology for identifying ESG-oriented solutions is available at investor.honeywell.com (see “ESG/ESG Information/Identification of ESG-Oriented Offerings”).
For more information about Honeywell's commitment to sustainability and community initiatives, please see our 2023 ESG Report at investor.honeywell.com (see “ESG/ESG Information”).
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
9

HONEYWELL PERFORMANCE IN 2023
ESG-ORIENTED OFFERINGS
Honeywell is uniquely positioned to shape a safer and more sustainable future for both the Company and its customers. The Company continues to invent and develop technologies that provide customers with adaptable and efficient solutions for their ESG-oriented needs.
gfx_honeywell_accelarator.jpg
HONEYWELL’S NET ZERO ENABLERS SUPPORT A LOW-CARBON FUTURE
Low global warming potential molecules: Use of Honeywell Solstice® technology has helped avoid the potential release of the equivalent of more than 395 million metric tons of CO2e into the atmosphere.
Renewable fuels: Depending on the type of ethanol feedstock used, jet fuel produced from Honeywell's Ethanol to Jet Fuel (ETJ) process can reduce greenhouse gas (GHG) emissions by 80 percent on a total lifecycle basis, compared to petroleum-based jet fuel.
Carbon capture and storage: Current Honeywell customers have the capacity to capture 40 million metric tons of CO2 per year through installed projects worldwide that utilize Honeywell CO2 technology.(2)
(1) Methodology for identifying ESG-oriented solutions is available at investor.honeywell.com (see “ESG/ESG Information/Identification of ESG-Oriented Offerings”).
(2) Includes capacity of deployed Honeywell technology (membranes and chemical and physical solvents) in installed projects enabling CO2 capture from gas streams.
10
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT


PROXY
SUMMARY
ANNUAL MEETING OF SHAREOWNERS
TIME AND DATE
May 14, 2024, 10:30 a.m. EDT
PLACE
The meeting will be held in virtual format only.
Please visit www.virtualshareholdermeeting.com/HON2024
RECORD DATE
Shareowners as of March 22, 2024, are entitled to vote.
ADMISSION
To attend the virtual Annual Meeting of Shareowners (the Annual Meeting) online, vote, and submit questions during the meeting, you will need the 16-digit control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card (if you requested printed materials), or on the instructions that accompanied your Proxy Materials.
VOTING MATTERS
ProposalsRecommended VotePage
No. 1
Election of Directors
FOR each nominee
No. 2
Advisory Vote to Approve Executive Compensation
FOR
No. 3
Approval of Independent Accountants
FOR
No. 4
Shareowner Proposal Independent Board Chairman
AGAINST
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
11

PROXY SUMMARY
PROPOSAL
1
ELECTION OF DIRECTORS
FOR
each
nominee
Elect the 12 director nominees identified below, each for a term of one year.
Nominees were individually and collectively assessed against a Board Skillset Matrix that identifies the key strategic skills and core competencies deemed necessary to oversee the Company's current strategy. Director slate reflects highly independent and diverse Board, with the range of perspectives and values needed to enable effective oversight.
Director Nominee
Years of
Service
Independent
No. of Current Public
Company Boards
(Including Honeywell)
Committee Memberships
(As of May 14, 2024)
AuditCGRCMDCC
pg14_photo-adamczykd.jpg
Darius Adamczyk
Executive Chairman(1)
Honeywell International Inc.
7No2
pg14_photo-angoved.jpg
Duncan B. Angove
CEO
Blue Yonder Group, Inc.
6Yes1nn
pg14_photo-ayerw.jpg
William S. Ayer
(Incoming Lead Director)
Retired Chairman and CEO
Alaska Air Group, Inc.
9Yes1ex
officio
nex
officio
pg14_photo-burkek.jpg
Kevin Burke
Retired Chairman,
President and CEO
Consolidated Edison, Inc.
14Yes1n
pg14_photo-daviss.jpg
D. Scott Davis
Retired Chairman and CEO
United Parcel Service, Inc.
18Yes2nn
05_424206-1_img_FlintD_Small.jpg 
Deborah Flint
President and CEO
Greater Toronto Airports Authority
4Yes1nn
05_424206-1_img_KapurV_2.jpg
Vimal Kapur
CEO(1)
Honeywell International Inc.
1No1
photo_lamachm.jpg
Michael W. Lamach
Retired Chairman and CEO
Trane Technologies plc
0Yes3
member-01.jpg
pg14_photo-leer.jpg
Rose Lee
President and CEO
Cornerstone Building Brands, Inc.
2Yes1n
pg85_photoLieblein.jpg
Grace Lieblein
Former Vice President-Global Quality
General Motors Corporation
11Yes2nn
05_424206-1_img_WashingtonR_Small.jpg
Robin L. Washington
Former Executive Vice President
and CFO
Gilead Sciences
11Yes4n
pg14_WatsonR.jpg
Robin Watson
Former CEO
John Wood Group PLC
1Yes1n
Audit
Audit Committee
 n 
Chair
CGRC
Corporate Governance and Responsibility Committee
 n  
Member
MDCC
Management Development and Compensation Committee
(1) Mr. Adamczyk will retire from the Board and Mr. Kapur will become Chairman of the Board, effective June 7, 2024.
12
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT

PROXY SUMMARY
CORPORATE GOVERNANCE HIGHLIGHTS
10 of 12
4 of 12
5 of 12
6 of 12
1 of 3
10 of 12
~7
nominees are independent
nominees are women
nominees are ethnically or racially diverse
nominees were born outside the United States
committees are chaired by women
nominees have CEO experience
years average tenure



SHAREOWNER EMPOWERMENT AND ENGAGEMENT
DIVERSE AND INDEPENDENT BOARD OF DIRECTORS
BEST-IN-CLASS BOARD STRUCTURE AND PROCESSES
pg15,16_graphic-checkmark.jpg 15% threshold for shareowners to call a special meeting.
pg15,16_graphic-checkmark.jpg Majority shareowner vote to amend Certificate of Incorporation and By-laws.
pg15,16_graphic-checkmark.jpg Annual election of all directors, with majority shareowner vote requirement in uncontested elections.
pg15,16_graphic-checkmark.jpg No poison pill; we will seek shareowner approval if a shareowner rights plan is adopted.
pg15,16_graphic-checkmark.jpg Robust year-round shareowner engagement, with independent director participation.
pg15,16_graphic-checkmark.jpg Proxy access enabling shareowner(s) holding 3% of our stock for three years to include up to two director nominees (or nominees representing 20% of the Board) in our proxy.
pg15,16_graphic-checkmark.jpg All director nominees are independent, except our Chairman and Chief Executive Officer.
pg15,16_graphic-checkmark.jpg Leader in Board diversity relative to personal characteristics (4 women, 2 Asian, 1 Hispanic, 2 African American) and experiences (industry, profession, public service, geography).
pg15,16_graphic-checkmark.jpg Range of tenures enables balance between historical experience and fresh perspectives.
pg15,16_graphic-checkmark.jpg Skills and background aligned to our strategic direction.
pg15,16_graphic-checkmark.jpg No director may serve on more than four public company boards (including the Honeywell Board).
pg15,16_graphic-checkmark.jpg Requirement to interview diverse candidates prior to selecting new Board members.
pg15,16_graphic-checkmark.jpg Independent Lead Director with expanded responsibilities elected by independent directors.
pg15,16_graphic-checkmark.jpg Independent Lead Director and CGRC Chair empowered to call special Board meetings at any time for any reason.
pg15,16_graphic-checkmark.jpg ESG oversight by the CGRC.
pg15,16_graphic-checkmark.jpg Regular executive sessions of independent directors.
pg15,16_graphic-checkmark.jpg Annual self-assessment to enable adequate Board refreshment and appropriate evolution of Board skills, experience, and perspectives.
pg15,16_graphic-checkmark.jpg Annual review of Corporate Governance Guidelines to ensure alignment with best practices.
pg15,16_graphic-checkmark.jpg Director stock ownership guidelines require equity holdings of at least 5x annual cash retainer by non-employee directors.
ROBUST OVERSIGHT OF RISKS AND OPPORTUNITIES
COMMITMENT TO CORPORATE RESPONSIBILITY
pg15,16_graphic-checkmark.jpg Robust Enterprise Risk Management (ERM) program to enable Board identification and monitoring of risk.
pg15,16_graphic-checkmark.jpg Purposeful inclusion of key risk areas on Board and/or committee agendas.
pg15,16_graphic-checkmark.jpg Engagement with business leaders to review short-term plans, long-term strategies, and associated risks.
pg15,16_graphic-checkmark.jpg Incentive compensation not overly leveraged and with maximum payout caps and design features intended to balance pay for performance with the appropriate level of risk-taking.
pg15,16_graphic-checkmark.jpg Robust stock ownership requirements and prohibitions against hedging and pledging Honeywell securities.
pg15,16_graphic-checkmark.jpg Chief Compliance Officer invited to participate in all Audit Committee meetings to facilitate Board oversight of compliance risk.
pg15,16_graphic-checkmark.jpg Code of Business Conduct applies to all directors, officers, and employees, with 100% annual certification by officers and employees where permitted by law.
pg15,16_graphic-checkmark.jpg Suppliers expected to comply with published Supplier Code of Business Conduct, including conflict minerals, anti-human trafficking, human rights, business integrity, and health, safety, and environmental policies.
pg15,16_graphic-checkmark.jpg Strong adherence to Foundational Principles of Integrity and Ethics, Inclusion and Diversity, and Workplace Respect, while fostering a performance culture based on Honeywell Behaviors.
pg15,16_graphic-checkmark.jpg 66% of executive officers are diverse by ethnic background, place of birth (non-U.S.), or gender.
pg15,16_graphic-checkmark.jpg No use of corporate funds for political contributions; robust oversight of and transparency into political activities.
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
13

PROXY SUMMARY
PROPOSAL
2
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
FOR
Approve, on an advisory basis, the compensation of the Company's Named Executive Officers (NEOs).
Honeywell's executive compensation program appropriately aligns executive compensation with Company and individual performance.
Link to Strategy and Performance
Target Compensation Mix
Element
Description
CEO(1)
Other NEOs
pg68_graphic-fixed.jpg
05_424206-1_gfx_porgramdesignperformancetable_STI.jpg
BASE SALARY
Base salaries are determined based on scope of responsibility, years of experience, and individual performance.
To attract and compensate high-performing and experienced leaders at a competitive level of cash compensation.
 03_424206-1_piechart_ceosalary.jpg
03_424206_piechart_compmix_neosalary.jpg
pg68_graphic-variable.jpg
ANNUAL
INCENTIVE
COMPENSATION
PLAN (ICP)
pie_icp80%.jpg
80% based on formulaic determination against pre-established financial metrics.
pie_icp15%.jpg
15% based on assessment of individual performance.
pie_icp5%.jpg
5% based on ESG metrics.
To motivate and reward executives for achieving annual corporate, business unit, ESG, and functional goals in key areas of financial and operational performance.
03_424206-1_piechart_ceoaicp.jpg 
03_424206_piechart_compmix_neoaicp.jpg 
05_424206-1_gfx_porgramdesignperformancetable_LTI.jpg
PERFORMANCE
STOCK UNITS
(PSUs)
(2023–2025)
Executive Officers: 50% of annual LTI.
Covers three-year period.
Relative TSR (25% weight) along with key financial metrics (75% weight).
Focuses executives on the achievement of specific long-term financial performance goals directly aligned with our operating and strategic plans. TSR portion based on three-year stock price appreciation and dividends vs. the Compensation Peer Group.
 03_424206-1_piechart_ceopsu.jpg
 03_424206_piechart_compmix_neopsu.jpg  
STOCK OPTIONS
Executive Officers: 25% of annual LTI.
Directly aligns the interests of our executives with shareowners. Stock options only have value for executives if operating performance results in stock price appreciation.
03_424206-1_piechart_ceostock.jpg
    03_424206_piechart_compmix_neostock3.jpg
RESTRICTED
STOCK
UNITS (RSUs)
Executive Officers: 25% of annual LTI.
Strengthens key executive retention over relevant time periods to ensure consistency and execution of long-term strategies.
03_424206-1_piechart_ceorsu.jpg
03_424206_piechart_compmix_neorsu.jpg
(1) Represents Mr. Kapur's target mix as CEO. Table percentages exclude Mr. Adamczyk as Executive Chairman.
14
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT

PROXY SUMMARY
WHAT WE DO
WHAT WE DON'T DO
pg15,16_graphic-checkmark.jpg  Pay for Performance
pg15,16_graphic-checkmark.jpg  Robust Performance Goals
pg15,16_graphic-checkmark.jpg  Clawback Policy — Expanded in 2023 to Incorporate Exchange Act Rule 10D-1 and Nasdaq Listing Rules
pg15,16_graphic-checkmark.jpg  Double Trigger in the Event of a Change in Control (CIC)
pg15,16_graphic-checkmark.jpg  Maximum Payout Caps for Incentive Plans
pg15,16_graphic-checkmark.jpg  Robust Stock Ownership Requirements
pg15,16_graphic-checkmark.jpg  Options Granted at Fair Market Value
pg15,16_graphic-checkmark.jpg  Independent Compensation Consultant
pg16_icon_crossmark.jpg  No Excessive Perks
pg16_icon_crossmark.jpg  No Guaranteed Annual Salary Increases or Bonuses
pg16_icon_crossmark.jpg  No Hedging or Pledging
pg16_icon_crossmark.jpg  No Excise Tax Gross-Ups and No Accelerated Bonus Payments Upon a Change-in-Control
pg16_icon_crossmark.jpg  No Incentivizing of Short-Term Results to the Detriment of Long-Term Goals and Results
pg16_icon_crossmark.jpg  No Excessive Risks
pg16_icon_crossmark.jpg  No Options Repricing
pg16_icon_crossmark.jpg  No Consultant Conflicts
The following table reflects compensation awarded in 2023 to the Company’s Named Executive Officers as identified on page 50. This table does not replace the Summary Compensation Table shown on page 81, as required by the Securities and Exchange Commission (SEC), but is intended to show 2023 compensation awarded to the NEOs from the perspective of the MDCC. See Compensation Discussion and Analysis beginning on page 49 for more details:
NEOPositionBase
Salary
Annual
Incentive
Plan (ICP)(1)
2023-2025
Performance
Stock Units(2)
Stock
Options(3)
Restricted
Stock
Units(4)
Total Annual
Direct
Compensation
Vimal KapurChief Executive Officer$1,225,000 $2,416,500 $5,020,121 $2,510,104 $2,510,102 $13,681,827 
Gregory P. LewisSVP and Chief Financial Officer920,612 1,162,900 2,735,150 1,367,716 1,367,260 7,553,638 
Anne T. MaddenSVP and General Counsel890,546 1,076,500 2,492,481 1,246,190 1,246,502 6,952,219 
Lucian Boldea(5)
President and CEO, Performance
Materials and Technologies
769,231 975,200 1,899,923 950,058 950,096 5,544,508 
James CurrierPresident and CEO, Aerospace531,560 700,800 1,694,108 919,053 919,310 4,764,831 
Darius AdamczykExecutive Chairman, Former CEO1,459,712 2,834,000 9,000,265 
$4,500,052
4,499,982 22,294,011 
(1) Annual ICP payouts determined 80% based on a calculation against 2023 ICP financial goals. The remaining 20% was based 15% on individual assessments and 5% on a group assessment against 2023 ESG goals.
(2) Grant date value of annual performance stock units (PSUs) issued under the Performance Plan for the three-year period of
January 1, 2023–December 31, 2025. Value for Mr. Currier includes 2023–2025 performance cash units awarded prior to him becoming an officer.
(3) Stock option grants awarded to NEOs vest ratably over four years, have a 10-year term, and are subject to stock ownership and post-exercise holding requirements.
(4) Restricted Stock Units vest over a four-year period and are subject to stock ownership and post-vesting holding requirements.
(5) Effective January 1, 2024, Mr. Boldea transitioned to the role of President and CEO, Industrial Automation (IA).
PROPOSAL
3
APPROVAL OF INDEPENDENT ACCOUNTANTS
FOR
Approve Deloitte & Touche LLP (Deloitte) as independent accountants for Honeywell to audit its consolidated financial statements for 2024 and to perform audit-related services.
Honeywell's Board of Directors and its Audit Committee believe that the continued retention of Deloitte as the Company's independent registered public accounting firm is in the best interests of the Company and its shareowners.
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
15

PROXY SUMMARY
PROPOSAL
4
SHAREOWNER PROPOSAL — Independent Board Chairman
AGAINST
Shareowner proposal requests that the Board adopt an enduring policy requiring that two separate people will hold the office of the Chairman of the Board and the office of the CEO and that whenever possible, the Chairman of the Board shall be an independent director.
Honeywell's Board recommends “AGAINST” this proposal.
It is important for the Board to have the flexibility to determine the most effective leadership structure using its best business judgment in light of the Company's circumstances at any given time.
A one-size-fits-all leadership structure is not in the best interests of the Company or its shareowners.
An independent Lead Director will be maintained whenever the Chairman is not an independent director.
The roles, responsibilities, and authorities of the Company's independent Lead Director are equivalent to that of an independent Chairman, providing for an effective counterweight when the Chairman is not an independent director.
In 2024, the Board augmented the independent Lead Director role to include the right to approve all Board meeting agendas (in addition to already existing rights to unilaterally call a Board meeting and make agenda changes).
The Board understands the importance of Lead Director independence and has elected William S. Ayer, who has nine years of service on the Board, to serve as Lead Director, effective as of the Annual Meeting.
The Company sought shareowner feedback on this topic as part of its fall shareowner engagement program. In those discussions, shareowners representing over 65% of the shares held by the firms we spoke with indicated that they would not support an independent chair proposal.
16
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT


PROPOSAL 1:
ELECTION OF DIRECTORS
Honeywell’s Corporate Governance Guidelines set forth a clear vision statement for the composition of the Board:
“The composition of Honeywell’s Board, as well as the perspective and skills of its individual members, needs to effectively support Honeywell’s growth and commercial strategy. Collectively, the Board must also be capable of overseeing risk management, capital allocation, and leadership succession. Board composition and the members’ perspective and skills should evolve at an appropriate pace to meet the challenges of Honeywell’s changing commercial and strategic goals.”
Consistent with this vision, the Corporate Governance and Responsibility Committee (CGRC) has responsibility for identifying a slate of director nominees who collectively have the complementary experience, qualifications, skills, and attributes to guide the Company and function effectively as a Board.
The CGRC believes that each of the nominees presented in this proxy has key personal attributes that are important to an effective Board: integrity, candor, analytical skills, willingness to engage management and each other in a constructive and collaborative fashion, and ability and commitment to devote significant time and energy to service on the Board and its committees. The CGRC also considered specific experiences, qualifications, and skills that Honeywell believes are critical in light of its strategic priorities, business objectives, operations, and structure.
Honeywell’s directors are elected at each Annual Meeting of Shareowners and hold office for one-year terms until the next Annual Meeting of Shareowners and until their successors have been duly elected and qualified. Honeywell’s By-laws provide that in any uncontested election of directors (an election in which the number of nominees does not exceed the number of directors to be elected), any nominee who receives a greater number of votes cast “FOR” his or her election than votes cast “AGAINST” his or her election (excluding abstentions) will be elected to the Board of Directors. The By-laws also provide that any incumbent nominee who does not receive a majority of votes cast in an uncontested election is expected to promptly tender his or her resignation to the Chairman of the Board following the certification of the shareowner vote. This resignation will be promptly considered through a process managed by the CGRC, excluding any director nominees who did not receive a majority of votes cast to elect him or her to the Board.
The Board has nominated 12 candidates for election as directors. If any nominee should become unavailable to serve prior to the Annual Meeting, the shares represented by a properly signed and returned proxy card or voted by telephone, via the Internet, or by scanning the QR code will be voted for the election of such other person as may be designated by the Board. The Board may also determine to leave the vacancy temporarily unfilled or reduce the authorized number of directors in accordance with the By-laws.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE.
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
17

PROPOSAL 1: ELECTION OF DIRECTORS
DIRECTOR SKILLS AND QUALIFICATIONS

pg20_graphic_strategicskills.jpg
pg20_icon-globalexperience.jpg
GLOBAL
EXPERIENCE
Growing sales outside of the United States, particularly in what we consider high-growth regions (HGRs), is a central part of our long-term strategy for growth. Hence, exposure to markets and economies outside of the United States is an important qualification for our directors. This exposure can take many forms, including government affairs, regulatory, managerial, or commercial.
pg20_icon-regulatedindustries.jpg
REGULATED
INDUSTRIES/
GOVERNMENT
EXPERIENCE
Honeywell is subject to a broad array of government regulations, and demand for our products and services can be impacted by changes in law or regulation in areas such as aviation safety, security, and energy efficiency. It is important to have directors with experience in government and regulated industries that provide them with insight and perspective in working constructively and proactively with governments and agencies globally.
pg20_icon-innovationandtechnology.jpg
INNOVATION AND
TECHNOLOGY
With Honeywell’s transformation to a software-industrial company in the digital age, expertise in combining software programming capabilities with leading-edge physical products and domain knowledge is critical to opening and securing new growth paths for all of our businesses.
pg20_icon-marketing.jpg
MARKETING
Developing new markets for products and services is critical for driving growth. Honeywell directors who have that expertise provide a much-desired perspective on how to better market and brand our products and services.
pg20_icon-apartment.jpg
INDUSTRIES,
END MARKETS, AND
GROWTH AREAS
Experience in industries, end markets, and growth areas that Honeywell serves enables a better understanding of the issues facing these businesses. These areas include our Commercial Aerospace, Industrial Productivity, Non-Residential, Oil and Gas/Petrochemical, Defense and Space, and Specialty Chemicals end markets as well as growth areas such as life sciences and sustainable technology solutions.
pg20_icon-esg.jpg
ESG
Experience in environmental, social, and governance (ESG) matters enables management of ESG risks and opportunities as strategic business imperatives. With ESG at the forefront of Honeywell’s long-term strategy, it is important to have directors with expertise in products and solutions that support more sustainable outcomes, climate change drivers and impacts, corporate social responsibility, human capital management, inclusion and diversity, and corporate ethics.
pg21_graphic_corecompetence.jpg
pg20_icon-seniorleadership.jpg
SENIOR
LEADERSHIP
EXPERIENCE
Experience serving as CEO or a senior executive as well as hands-on leadership experience in core management areas — such as strategic and operational planning, financial reporting, compliance, risk management, and leadership development — provide a practical understanding of complex organizations like Honeywell.
pg20_icon-publiccompany.jpg
PUBLIC COMPANY
BOARD EXPERIENCE
Service on the boards and board committees of other public companies provides an understanding of corporate governance practices and trends and insights into board management, relations between the board, the CEO, and senior management, agenda setting, and succession planning.
pg20_icon-riskmanagement.jpg
RISK MANAGEMENT
In light of the Board’s role in risk oversight and the Company’s robust Enterprise Risk Management (ERM) program, Honeywell seeks directors who can help identify, manage, and mitigate key risks, including cybersecurity, regulatory compliance, competition, brand integrity, human capital, sustainability, and intellectual property.
pg20_icon-financialexperties.jpg
FINANCIAL
EXPERTISE
The Company believes an understanding of finance, investment, mergers and acquisitions, and financial reporting processes is important for its directors to enable them to monitor and assess the Company’s operating and strategic performance and to ensure accurate financial reporting and robust controls. Honeywell seeks directors with background and experience in institutional investing, private equity, M&A, capital markets, corporate finance, accounting, and financial reporting.
18
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS
BOARD SKILLSET MATRIX
The Honeywell Board adopted a skills and experience matrix to facilitate the comparison of its directors’ skills versus those deemed necessary to oversee the Company’s current strategy. The skills included in the matrix are evaluated against the Company’s articulated strategy each year so that the matrix can serve as an up-to-date tool for identifying director nominees who collectively have the complementary experience, qualifications, skills, and attributes to guide the Company. Honeywell’s 2024 Board Skillset Matrix reflecting the characteristics of its director nominees is below.(1)
04_424206-1_gfx_verticalName_dariusA.jpg
04_424206-1_gfx_verticalName_williamA.jpg
name_vertical-kapur.jpg
04_424206-1_gfx_verticalName_duncanA.jpg
04_424206-1_gfx_verticalName_bruke.jpg
04_424206-1_gfx_verticalName_scottD.jpg
04_424206-1_gfx_verticalName_flint.jpg
04_424206-1_gfx_verticalName_lamach.jpg
04_424206-1_gfx_verticalName_lee.jpg
04_424206-1_gfx_verticalName_lieblein.jpg
04_424206-1_gfx_verticalName_washington.jpg
04_424206-1_gfx_verticalName_watson.jpg
412596(1)_5_Honeywell_NPS_graphics_DQC1.1.jpg
Global Experience
pg21_piechart_Managerial.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Technical.jpg
Regulated Industries/
Government Experience
pg21_piechart_Managerial.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Working.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Working.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Working.jpg
Innovation and
Technology
pg21_piechart_Technical.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
Marketing
pg21_piechart_Managerial.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
Industries,
End-Markets,
and Growth Areas
pg21_piechart_Technical.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Working.jpg
pg21_piechart_Working.jpg
pg21_piechart_Managerial.jpg
ESG
pg21_piechart_Managerial.jpg
pg21_piechart_Working.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Working.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Working.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Technical.jpg
pg21_graphiccorecompetence.jpg
Senior Leadership
Experience
(Most Senior
Position Held)
Chair
and
CEO
Chair
and
CEO
CEOCEO
Chair
and
CEO
Chair
and
CEO
CEO
Chair
and
CEO
CEO
VPCFOCEO
No. of Public
Company Boards
(Current I Past)(2)
2 I 1
1 I 2
1 I 0
1 I 0
1 I 1
2 I 2
1 I 0
3 I 3
1 I 2
2 I 1
4 I 2
1 I 1
Risk Management
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Working.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Working.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Managerial.jpg
Financial Expertise
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Managerial.jpg
pg21_piechart_Working.jpg
pg21_piechart_Technical.jpg
pg21_piechart_Managerial.jpg
pg21_graphic_Diversity.jpg 
GenderMaleMaleMaleMaleMaleMaleFemaleMaleFemaleFemaleFemaleMale
Race/EthnicityWhiteWhiteAsianWhiteWhiteWhiteBlackWhiteAsianHispanicBlackWhite
pg21_piechart_Technical.jpg
Technical expertise: has direct hands-on experience or was a subject-matter expert during his/her career.
pg21_piechart_Managerial.jpg
Managerial expertise: expertise derived through direct managerial experience.
pg21_piechart_Working.jpg
Working knowledge: experience derived through investment banking, private equity investing, serving as a member of a relevant board committee at Honeywell or at another public company, or serving as an executive officer or on the board of a public company in the relevant industry.
(1) Mr. Ayer will become Lead Director, effective May 14, 2024. Mr. Adamczyk will retire from the Board and Mr. Kapur will become Chairman of the Board, effective June 7, 2024.
(2) Excludes the boards of Honeywell's consolidated subsidiaries. Current public company boards includes Honeywell Board.
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
19

PROPOSAL 1: ELECTION OF DIRECTORS
COMMITMENT TO BOARD INTEGRITY, DIVERSITY, AND INDEPENDENCE
In addition to ensuring that director nominees possess the requisite skills and qualifications, the CGRC places an emphasis on ensuring that nominees demonstrate the right leadership traits, personality, work ethic, independence, and diversity of background to align with the Company’s performance culture and long-term strategic vision. Specifically, these criteria include:
Exemplification of the highest standards of personal and professional integrity.
Potential contribution to the diversity and culture of the Board, including by virtue of age, educational background, global perspective, gender, ethnicity, and nationality.
Independence from management under applicable securities laws and listing regulations.
Willingness to constructively challenge management through active participation in Board and committee meetings.
Ability to devote sufficient time to performing their Board and committee duties.
The CGRC is committed to enhancing both the diversity of the Board itself and the perspectives and values that are represented in Board and committee meetings. Pursuant to our Corporate Governance Guidelines, the CGRC requires that qualified candidates who are diverse with respect to race, ethnicity, and/or gender are included in the pool from which any new director nominee is selected, and that one or more diverse candidates are interviewed before a successful candidate is identified.
In addition to diversity of personal characteristics and experiences, the CGRC believes that diversity of service tenures on the Honeywell Board also facilitates effective Board oversight. Directors with many years of service to Honeywell provide the Board with a deep knowledge of the Company, while newer directors lend fresh perspectives.
DIVERSITY OF NOMINEES
TENURE
03_424206-1_piechart_diversityofnominee.jpg
pie_tenure.jpg
BOARD DIVERSITY MATRIX (EFFECTIVE MAY 14, 2024)
TOTAL NUMBER OF DIRECTORS 12
FemaleMaleNon-Binary
Did Not Disclose
Gender
PART I: GENDER IDENTITY
Directors48
PART II: DEMOGRAPHIC BACKGROUND
African American or Black2
Alaskan Native or Native American
Asian11
Hispanic or Latinx1
Native Hawaiian or Pacific Islander
White7
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background
20
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS
NOMINEES FOR ELECTION
DARIUS ADAMCZYK
EXECUTIVE CHAIRMAN, HONEYWELL INTERNATIONAL INC.
05_424206-1_img_AdamczykD medium scale.jpg
BACKGROUND
Chairman of Honeywell International Inc. since April 2018. Retiring from the Board on June 7, 2024.
Served as Chairman and Chief Executive Officer of Honeywell International Inc. from April 2018 to June 2023.
Was President and Chief Executive Officer from March 2017 to April 2018 and Chief Operating Officer from April 2016 to March 2017.
Served as President and CEO of Honeywell Performance Materials and Technologies (PMT) from April 2014 to April 2016.
Served as President of Honeywell Process Solutions from 2012 to 2014 and as President of Honeywell Scanning and Mobility from 2008 to 2012.
Joined Honeywell in 2008 when Honeywell acquired Metrologic, Inc., where he was the Chief Executive Officer.
Previously held several general management assignments at Ingersoll Rand, served as a senior associate at Booz Allen Hamilton, and started his career as an electrical engineer at General Electric.
Years of Service: 7
Age: 58
OTHER CURRENT PUBLIC COMPANY BOARDS:
Johnson & Johnson 
PAST PUBLIC COMPANY BOARDS:
Garrett Motion Inc.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE
Senior leadership roles in global organizations, both large and small.
Deep understanding of software, both technically and commercially, and a proven track record in growing software-related businesses at Honeywell.
Demonstrated ability to deliver financial results as a leader in a variety of different industries, with disparate business models, technologies, and customers.
During tenure as Honeywell's CEO, demonstrated strategic leadership skills that grew Honeywell's sales organically and inorganically while meeting the challenges of a constantly changing environment across Honeywell’s diverse business portfolio.
DUNCAN B. ANGOVE
CHIEF EXECUTIVE OFFICER, BLUE YONDER GROUP, INC.
05_424206-1_img_AngoveD medium scale.jpg
BACKGROUND
Chief Executive Officer of Blue Yonder Group, Inc., a provider of digital supply chain and omnichannel commerce fulfillment cloud software, since July 2022.
Served as Managing Partner of Arcspring LLC, a next-generation private equity firm that combines capital, technology, operational expertise, and design-thinking to unlock exponential growth, from 2019 to July 2022.
Served as President of Infor, Inc., a privately held provider of enterprise software and a strategic technology partner for more than 90,000 organizations worldwide, from 2010 to 2018.
Served as Senior Vice President and General Manager of the Retail Global Business Unit of Oracle Corporation, a global technology provider of enterprise software, hardware, and services, from 2005 to 2010.
Joined Oracle through its acquisition of Retek Inc., then a publicly traded provider of software solutions and services to the retail industry, where he served in various roles of increasing responsibility from 1997 until 2005.
Years of Service: 6
Age: 57
COMMITTEES:
Corporate Governance and Responsibility
Management Development and Compensation
OTHER CURRENT PUBLIC COMPANY BOARDS:
None
PAST PUBLIC COMPANY BOARDS:
None
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE
Senior technology industry leader with global operating experience, including in software and digital transformation, and skilled at driving value creation.
Deep understanding of the trends across enterprise cloud, infrastructure software, digital, and the Internet of Things, and the corresponding risks, including cybersecurity and data privacy compliance.
Extensive experience in corporate strategy, mergers and acquisitions, sales, marketing, and business and product development.
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
21

PROPOSAL 1: ELECTION OF DIRECTORS
WILLIAM S. AYER
RETIRED CHAIRMAN AND CHIEF EXECUTIVE OFFICER, ALASKA AIR GROUP, INC.
05_424206-1_img_AyerW medium scale.jpg
BACKGROUND
Retired Chairman and Chief Executive Officer of Alaska Air Group, Inc. (Alaska Air Group), the parent company of Alaska Airlines and its sister carrier, Horizon Air.
Served as Chief Executive Officer of Alaska Air Group and its subsidiaries through 2012, and as Chairman through 2013.
A veteran of more than three decades in aviation, he began his career with Horizon Air in 1982, where he held a variety of marketing and operations positions.
Joined Alaska Airlines in 1995 as Vice President of Marketing and Planning, and subsequently held the posts of Senior Vice President, Chief Operating Officer, and President. Became Alaska Air Group’s Chief Executive Officer in 2002, and, in May 2003, he was appointed Chairman. 
Previously served on the Board of Directors of the Seattle Branch of the Federal Reserve Bank of San Francisco.
Years of Service: 9
Age: 69
Incoming Lead Director(1)
COMMITTEES:(1)
Audit (ex officio)
Corporate Governance and Responsibility (Chair)
Management Development and Compensation (ex officio)
OTHER CURRENT PUBLIC COMPANY BOARDS:
None
PAST PUBLIC COMPANY BOARDS:
Alaska Air Group, Inc.
Puget Sound Energy, Inc. and Puget Energy, Inc.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE
Deep aerospace industry knowledge as well as sales, marketing, and operations experience through his three decades of leadership roles at Alaska Air Group, a company recognized for its best-in-class operating metrics among U.S. air carriers.
Proven leadership skills in developing a business enterprise that can deliver long-term, sustained excellence based on a management style that includes a relentless focus on the customer, continuous improvement, and building a culture of safety, innovation, sustainability, and diversity.
Understanding of the U.S. public utility industry through his service as a director on the board of directors of Puget Energy.
(1) Effective May 14, 2024.
KEVIN BURKE
RETIRED CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER, CONSOLIDATED EDISON, INC.
05_424206-1_img_BurkeKW medium scale.jpg
BACKGROUND
Retired Chairman, President, and Chief Executive Officer of Consolidated Edison, Inc. (Con Edison), a utility provider of electric, gas, and steam services.
Served as President and Chief Executive Officer from 2005 through 2013, and served as Chairman from 2006 through April 2014.
Joined Con Edison in 1973 and held positions of increasing responsibility in system planning, engineering, law, nuclear power, construction, and corporate planning, including Senior Vice President with responsibility for customer service and for Con Edison’s electric transmission and distribution systems, President of Orange and Rockland Utilities, Inc., a subsidiary of Con Edison, and Chief Executive Officer of Consolidated Edison Company of New York, Inc.
Member of the Board of Trustees of Consolidated Edison Company of New York, Inc. until May 2015.
Years of Service: 14
Age: 73
COMMITTEES:
Audit
OTHER CURRENT PUBLIC COMPANY BOARDS:
None
PAST PUBLIC COMPANY BOARDS:
Consolidated Edison, Inc.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE
Extensive management expertise gained through various executive positions, including senior leadership roles, at Con Edison.
Wealth of experience in energy production and distribution, energy efficiency, alternative energy sources, engineering and construction, government regulation, and development of new offerings.
Significant expertise in developing clean and renewable energy infrastructure technology used in clean energy, solar generation, and other energy-efficient products and services.
Oversaw the implementation of financial and management information systems, utility operational systems, and process simulators.
Deep knowledge of corporate governance and regulatory issues facing the energy, utility, and service industries.
22
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS
D. SCOTT DAVIS
RETIRED CHAIRMAN AND CHIEF EXECUTIVE OFFICER, UNITED PARCEL SERVICE, INC.
05_424206-1_img_ScottD medium scale.jpg
BACKGROUND
Joined United Parcel Service, Inc. (UPS), a leading global provider of package delivery, specialized transportation, and logistics services in 1986.
Served as the non-Executive Chairman of UPS from September 2014 until May 2016 and as Chairman and Chief Executive Officer from January 2008 to September 2014.
Served as Vice Chairman starting December 2006 and as Senior Vice President, Chief Financial Officer, and Treasurer starting January 2001 prior to serving as Chairman and Chief Executive Officer.
Previously held various leadership positions at UPS, primarily in finance and accounting.
Served a critical role in helping UPS to reinvent itself into a technology company.
Chief Executive Officer of II Morrow Inc., a technology company and developer of general aviation and marine navigation instruments, prior to joining UPS.
A Certified Public Accountant.
Served on the Board of Directors of the Federal Reserve Bank of Atlanta from 2003 through 2009, and served as Chairman in 2009.
Years of Service: 18
Age: 72
COMMITTEES:(1)
Audit (Chair)
Corporate Governance and Responsibility
OTHER CURRENT PUBLIC COMPANY BOARDS:
Johnson & Johnson
PAST PUBLIC COMPANY BOARDS:
United Parcel Service, Inc.
EndoChoice Holdings, Inc.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE
Significant expertise in management, strategy, finance, and operations gained over 25 years at UPS, including through senior leadership roles.
Financial management expertise, including reporting, accounting, and controls.
Strong banking experience and a deep understanding of public policy and global economic indicators.
Extensive experience in the global transportation and logistics services industry.
In-depth understanding of technology and software solutions that support automated and web-based shipping, tracking, and specialized transportation logistics.
(1) Effective May 14, 2024.
DEBORAH FLINT
PRESIDENT AND CHIEF EXECUTIVE OFFICER, GREATER TORONTO AIRPORTS AUTHORITY
05_424206-1_img_FlintD.jpg
BACKGROUND
President and Chief Executive Officer of the Greater Toronto Airports Authority since April 2020.
Served as Chief Executive Officer of Los Angeles World Airports (LAWA) from June 2015 to March 2020, and had previously held roles of increasing responsibility at the Port of Oakland for 23 years.
Currently serves as a director on the Airport Council International World Board and is the Board Chair of the World Standing Safety and Technical Committee.
Previously served on President Obama’s Advisory Committee on Aviation Consumer Protection and as the Chair of the Oversight Committee of the Transportation Research Board’s Airport Cooperative Research Program.
Co-chaired the Blue Ribbon Task Force on UAS Mitigation at Airports and served as a federal appointee to the U.S. Department of Transportation’s Drone Advisory Committee.
Previously served on the Board of Directors of the Los Angeles Branch of the Federal Reserve Bank of San Francisco.
Years of Service: 4
Age: 56
COMMITTEES:
Corporate Governance and Responsibility
Management Development and Compensation
OTHER CURRENT PUBLIC COMPANY BOARDS:
None
PAST PUBLIC COMPANY BOARDS:
None
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE
Broad understanding of transportation networks and cybersecurity risk management.
Deep experience in critical infrastructure, connected buildings, and advanced security solutions.
Oversaw the fourth busiest passenger airport in the world, the largest airport police force in the United States, and the largest public works agreements in the history of Los Angeles.
Significant insight and experience in public and private partnerships.
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
23

PROPOSAL 1: ELECTION OF DIRECTORS
VIMAL KAPUR
CHIEF EXECUTIVE OFFICER, HONEYWELL INTERNATIONAL INC.
photo_BOD_vimarK.jpg
BACKGROUND
Chief Executive Officer of Honeywell International Inc. since June 1, 2023. Will become Chairman of the Board on June 7, 2024.
Elected to the Company's Board of Directors in March 2023 and succeeded Mr. Adamczyk as Chief Executive Officer on June 1, 2023.
Served as President and Chief Operating Officer of the Company from July 2022 until June 2023.
Served as President and CEO of Honeywell Performance Materials and Technologies (PMT) from July 2021 to October 2022.
Served as President and CEO of Honeywell Building Technologies from May 2018 to July 2021.
Served as President of Honeywell Process Solutions (HPS) from 2014 to 2018.
Joined Honeywell in 1989 and has held several leadership positions at the Company, including Vice President and General Manager of HPS' Advanced Solutions business and Managing Director for Honeywell Automation India Limited.
Years of Service: 1
Age: 58
OTHER CURRENT PUBLIC COMPANY BOARDS:
None
PAST PUBLIC COMPANY BOARDS:(1)
None
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE
Deep knowledge of Honeywell's operating system, end markets, and customer needs gained through leadership across multiple business models, industries, regions, and business cycles during his 35-year tenure.
Demonstrated ability to drive key sustainability and digitalization initiatives and operational execution, while advancing the Honeywell Accelerator operating system.
Uniquely capable to drive Honeywell's ESG-oriented innovation and solidify Honeywell's position to lead in the energy transition.
Demonstrated ability to deliver financial results as a leader in a variety of different businesses, with disparate business models, technologies, geographies, and customers.
Strategic leadership skills necessary to evolve business strategies to meet the challenges of a constantly changing environment across Honeywell's diverse business portfolio.
(1) Excludes the boards of Honeywell's consolidated subsidiaries.
MICHAEL W. LAMACH
FORMER EXECUTIVE CHAIR, TRANE TECHNOLOGIES PLC
05_424206-1_img_LamachM medium scale.jpg
BACKGROUND
Retired Chairman and Chief Executive Officer of Trane Technologies plc, a global climate innovator that has a portfolio of sustainable climate solutions, products, and services for the building, homes, and transportation industries. In 2020, Trane Technologies completed a spin-off of its industrial business (Trane Technologies was previously known as Ingersoll-Rand).
Served as Executive Chair of Trane Technologies from July 2021 until his retirement in December 2021, having previously served as both Chairman and Chief Executive Officer following the company's February 2020 separation from Ingersoll-Rand.
Served in a number of leadership roles after joining Ingersoll-Rand in 2004, including Chairman and Chief Executive Officer from June 2010 to February 2020.
Served for 17 years in a variety of management positions at Johnson Controls International, a global leader in smart, healthy, and sustainable buildings.
Years of Service: 0
Age: 60
COMMITTEES:
Audit
OTHER CURRENT PUBLIC COMPANY BOARDS:
PPG Industries, Inc.
Nucor Corporation
PAST PUBLIC COMPANY BOARDS:
Ingersoll-Rand
Trane Technologies plc
Iron Mountain Inc.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE
Deep knowledge in sustainability, as well as engineering, mergers and acquisitions, and operations through his three decades of leadership roles at Trane Technologies, Ingersoll-Rand, and Johnson Controls.
Proven leadership in transforming Trane Technologies into a global leader in climate controls and climate-focused innovations for buildings, homes, and transportation.
Proven experience, reputation, and leadership skills in developing business enterprises across industrial sectors that can deliver growth, sustainable value creation, and innovation.
24
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS
ROSE LEE
PRESIDENT AND CHIEF EXECUTIVE OFFICER, CORNERSTONE BUILDING BRANDS, INC.
05_424206-1_img_LeeR medium scale.jpg
BACKGROUND
President and Chief Executive Officer of Cornerstone Building Brands, Inc., a leading manufacturer of exterior building products in North America, since September 2021.
Served as President of the DuPont de Nemours, Inc. (DuPont) Water & Protection business, focusing on improving sustainability through the company’s water, shelter, and safety solutions, through August 2021.
Joined DuPont in 2015 as Global Business Director, DuPont™Kevlar® and Aramid Intermediates, assumed the role of President, DuPont Protection Solutions in 2016, and was named President, Safety & Construction in 2017.
Previously spent 15 years with Saint-Gobain in a number of general management, strategic planning, and information technology roles, serving construction, transportation, energy, and defense sectors.
Held various engineering and management positions at Pratt & Whitney, a Raytheon Technologies company, and was a senior consultant at Booz Allen Hamilton in New York City.
Previously served as a member of the Economic Advisory Council for the Federal Reserve Bank of Philadelphia and is a member of the Forum of Executive Women.
Years of Service: 2
Age: 58
COMMITTEES:
Management Development and Compensation
OTHER CURRENT PUBLIC COMPANY BOARDS:
None
PAST PUBLIC COMPANY BOARDS:
Crown Holdings Inc.
Cornerstone Building Brands, Inc.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE
Extensive ESG experience, including a focus on improving sustainability through water, shelter, and safety solutions and spearheading initiatives that have advanced minorities, women, and veterans.
Deep understanding of construction, transportation, energy, and defense sectors. 
Significant knowledge of aerospace and mechanical engineering, and experience working on projects ranging from implementing lean manufacturing to designing a 3-D turbine for aircraft jet engines.
Unique blend of leadership skills and deep knowledge of operations and technology, cybersecurity risk management, and strategic planning.
GRACE LIEBLEIN
FORMER VICE PRESIDENT, GLOBAL QUALITY, GENERAL MOTORS CORPORATION
05_424206-1_img_LiebleinG medium scale.jpg
BACKGROUND
Served as Vice President, Global Quality of General Motors Corporation (GM), a company that designs, manufactures, and markets cars, crossovers, trucks, and automobile parts worldwide, from November 2014 to March 2016.
Served in multiple leadership roles at GM, including Vice President, Global Purchasing and Supply Chain from December 2012 to November 2014, GM Brazil President and Managing Director from June 2011 until December 2012, GM Mexico President and Managing Director from January 2009 until June 2011, and Vehicle Chief Engineer from October 2004 to January 2009. 
Joined GM in 1978 as a co-op student at the General Motors Assembly Division in Los Angeles and held a variety of leadership positions at GM in engineering, product development, and manufacturing.
Years of Service: 11
Age: 63
COMMITTEES:
Management Development and Compensation (Chair)
Corporate Governance and Responsibility
OTHER CURRENT PUBLIC COMPANY BOARDS:
American Tower Corporation
PAST PUBLIC COMPANY BOARDS:
Southwest Airlines Co.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE
Wide-ranging management and operating experience gained through various executive positions during an extensive career at GM.
Significant expertise in supply chain management, global manufacturing, engineering, technology, and product design and development. 
International business, operations, and finance experience gained through senior leadership positions in Brazil and Mexico. 
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
25

PROPOSAL 1: ELECTION OF DIRECTORS
ROBIN L. WASHINGTON
FORMER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, GILEAD SCIENCES, INC.
05_424206-1_img_WashingtonR.jpg
BACKGROUND 
Served as Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc. (Gilead), a research-based biopharmaceutical company, from May 2008 through October 2019. In that role, she oversaw Gilead’s Global Finance, Investor Relations, and Information Technology organizations.
Served as Chief Financial Officer of Hyperion Solutions, an enterprise software company that was acquired by Oracle Corporation in March 2007, from 2006 through 2007.
Previously spent nearly 10 years at PeopleSoft, a provider of enterprise application software, where she served in a number of executive positions, including Senior Vice President and Corporate Controller.
A Certified Public Accountant.
Years of Service: 11
Age: 61
COMMITTEES:
Audit
OTHER CURRENT PUBLIC COMPANY BOARDS:
Alphabet Inc.
Salesforce.com Inc.
Vertiv Group Corp.
PAST PUBLIC COMPANY BOARDS:
Tektronix, Inc.
MIPS Technologies, Inc.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE
Extensive management, operational, cyber, IT, and accounting experience in the healthcare and information technology industries.
Financial expertise, including in tax, financial reporting, accounting and controls, corporate finance, mergers and acquisitions, and capital markets.
Broad experience on corporate governance issues gained through public company directorships.
ROBIN WATSON
FORMER CHIEF EXECUTIVE OFFICER, JOHN WOOD GROUP PLC
05_424206-1_img_WatsonR medium scale.jpg
BACKGROUND 
Served as Chief Executive Officer of John Wood Group PLC (Wood Group), an integrated engineering and consultancy company, spanning a variety of growing end markets in energy and the built environment, with a focus on sustainable technologies, from January 2016 until July 2022.
Served as Chief Operating Officer and an executive member of the Wood Group Board from January 2013 to January 2016.
Previously served as a director and senior manager at Petrofac, working in a variety of roles in service and investment delivery.
Began his career in management and engineering at Mobil Oil in the United Kingdom.
Has served as a Non-Executive Director at the UK Institute of Directors (a non-profit membership organization) since August 2021.
Is a chartered mechanical engineer and a Fellow of both the Institution of Mechanical Engineers and the Energy Institute.
Years of Service: 1
Age: 56
COMMITTEES:
Audit
OTHER CURRENT PUBLIC COMPANY BOARDS:
None
PAST PUBLIC COMPANY BOARDS:
John Wood Group PLC
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE
Wealth of experience in unlocking opportunities in carbon capture, hydrogen, bio-refining, minerals processing, and solar and wind energy.
Demonstrated experience in helping organizations deliver a more sustainable future.
Significant knowledge of mechanical engineering, industry experience, and service to international trade.
Extensive leadership and management experience with a well-established track record of implementing strategic change and operational delivery.
26
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT


CORPORATE GOVERNANCE
Honeywell is committed to strong corporate governance policies, practices, and procedures designed to ensure that its Board of Directors effectively exercises its oversight role. The Honeywell Board oversees management performance on behalf of shareowners to ensure that the long-term interests of shareowners are being served, to monitor adherence to Honeywell’s standards and policies, and to promote the exercise of responsible corporate citizenship. The Honeywell Board values and considers the feedback received from our shareowners. Taking into account their perspectives, Honeywell has implemented a number of actions over time to increase shareowner rights, enhance the Board’s structure, and augment our commitment to sustainability and corporate responsibility.
HISTORY OF PROACTIVELY RESPONDING TO SHAREOWNER FEEDBACK TO ENSURE BEST-IN-CLASS GOVERNANCE, COMPENSATION, AND DISCLOSURE PRACTICES
 
YearEnhancement
2019
Adopted policy to instruct trade associations not to use our dues for political contributions.
Reduced the total number of public company boards on which any director may sit from five to four.
Formalized equivalency of independent Lead Director and independent Chairman roles.
Amended committee charters to formalize areas of risk oversight responsibility.
2020
Made enhancements to political contributions disclosure, including disclosure of >$50K trade association memberships.
ESG reporting in line with SASB and TCFD.
Established a bipartisan Political Contributions Advisory Board to ensure alignment of HIPAC political contributions with company values.
2021
Adopted formal requirement to interview diverse candidates prior to selecting new directors.
Assigned responsibility for oversight of overall ESG performance, strategy, and risks to the CGRC.
ESG considerations integrated into Enterprise Risk Management framework.
Appointed Chief Sustainability Officer and Chief Inclusion and Diversity Officer.
2022
ESG added to Board Skillset Matrix as a strategic skill.
Political Contributions Advisory Board mandate expanded to include review of trade association memberships.
Publicly disclosed our EEO-1 Report and committed to do so annually.
Published inaugural Climate and Sustainability Lobbying Report.
Published inaugural Report on Due Diligence Processes to Identify and Address Environmental and Social Risks.
Assigned responsibility for oversight of employee well-being to the MDCC.
YearEnhancement
2023
Enhanced the Report on Due Diligence Processes to Identify and Address Environmental and Social Risks to address Environmental Justice considerations in our processes.
Amended our Executive Stock Ownership Guidelines to exclude performance shares.
MDCC incorporated an ESG scorecard when assessing the qualitative portion of ICP for executive compensation.
Execution of successful leadership transition plan, with announcement of Vimal Kapur as next CEO, with Darius Adamczyk continuing to serve as Executive Chairman of the Board.
Adopted standalone Clawback Policy that meets SEC and Nasdaq standards while maintaining existing policy as a secondary recoupment mechanism.
After evaluating industry standard defined attributes and input from independent consultants, MDCC added Cisco and Medtronic to our Compensation Peer Group.
Science-based target that includes Scope 3 emissions validated by SBTi.
2024
Elected William S. Ayer to succeed D. Scott Davis as independent Lead Director in May.
Elected Vimal Kapur to succeed Darius Adamczyk as Chairman of the Board in June.
Independent Lead Director role augmented to include the right to approve all Board meeting agendas (in addition to already existing rights to unilaterally call a Board meeting and make agenda changes).
Audit Committee Charter amended to specify that the Chief Compliance Officer be invited to all committee meetings.
Assigned responsibility for oversight of artificial intelligence risk to the Audit Committee and oversight of environmental justice to the CGRC.
Enhancing environmental justice disclosure to include quantitative metrics and augment discussion of the Company's risk oversight and governance framework.
Continuously Augmenting Governance and Disclosure Practices
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
27

CORPORATE GOVERNANCE
SHAREOWNER OUTREACH AND ENGAGEMENT
Understanding the issues that are important to our shareowners is critical to ensuring that the Company addresses their interests in a meaningful and effective manner. It is also foundational to good corporate governance. Honeywell engages with shareowners on a regular basis throughout the year to discuss a range of topics, including performance, strategy, risk management, executive compensation, corporate governance, and sustainability. The Company recognizes the value of taking shareowners’ views into account. Dialogue and engagement with shareowners help set goals and expectations for performance and help identify emerging issues that may affect corporate governance, compensation practices, and other aspects of strategy and operations.
SHAREOWNER ENGAGEMENT IN 2023
Shareowner engagement during 2023 was robust. The Company’s shareowner and investor outreach and engagement take many forms:
The Company participates in numerous investor conferences and analyst meetings; holds its own investor events, some of which focus on individual businesses, at Honeywell facilities; and meets one-on-one with shareowners in a variety of contexts and forums.
As part of Honeywell’s governance-focused shareowner engagement program, members of the Board, including the independent Lead Director, the CGRC Chair, and/or the MDCC Chair, participate in many shareowner meetings to discuss a range of matters, including executive compensation, corporate governance, and sustainability. In 2023, these meetings were particularly important to us as we wanted explicit feedback on items that were voted on at the 2023 Annual Meeting of Shareowners.
In addition, the Company’s Executive Chairman, Chief Executive Officer, Chief Financial Officer, and other executive officers hosted
>150
one-on-one or small-group shareowner meetings to discuss business performance, strategy, end markets, and the overall competitive landscape, while seeking shareowner feedback.
ANNUAL SHAREOWNER ENGAGEMENT
 pg32_iconredarrow.jpg
 pg32_iconredarrow.jpg
 pg32_iconredarrow.jpg
 pg32_icon_red_arrow.jpg
icon_spring.jpg
SPRING
The Annual Report and Proxy Statement are distributed to shareowners. Management and members of the Board extend invitations to our largest shareowners to discuss matters to be voted on at the upcoming Annual Meeting.
icon_summer.jpg
SUMMER
Management reports to the Board on the just-ended proxy season, including a discussion on voting results and shareowner feedback. This discussion sets the agenda for Summer/Fall shareowner engagement.
icon_summerandfall.jpg
FALL
Management determines topics for upcoming shareowner discussions based on Board discussion, its review of new governance trends, regulatory developments, and the results of the recently concluded Annual Shareowner Meeting. Management and members of the Board extend invitations to the largest shareowners to engage on topics of interest.
icon_winter.jpg
WINTER
The Board implements governance changes, if appropriate, considering feedback from Fall engagement with shareowners.
28
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT

CORPORATE GOVERNANCE
2023 SPRING ENGAGEMENT
TOTAL CONTACTED
Top 100 shareowners representing 58% of shares outstanding
TOTAL ENGAGED
28%
of shares outstanding, held by 18 of our largest shareowners
DIRECTOR ENGAGED
25%
of shares outstanding engaged by independent Lead Director, MDCC Chair, or CGRC Chair
2023 FALL ENGAGEMENT
TOTAL CONTACTED
Top 50 shareowners representing 52% of shares outstanding
TOTAL ENGAGED
21%
of shares outstanding, held by 18 of our largest shareowners
DIRECTOR ENGAGED
20%
of shares outstanding engaged by independent Lead Director, MDCC Chair, or CGRC Chair
FALL 2023 SHAREOWNER ENGAGEMENT — SOUGHT FEEDBACK ON KEY FOCUS AREAS
Board Leadership Structure and CEO Transition:
Discussed the Board's view that it is important to have flexibility to determine the most effective leadership structure using its best business judgment in light of the Company's circumstances at any given time.
Reviewed CEO transition planning, including the Board's considerations when determining that having Darius Adamczyk serve as Executive Chair for a transitionary period would best enable a seamless CEO transition.
Executive Compensation:
Discussed the use of measurable ESG metrics as a component of executive compensation.
Reviewed the Company's compensation peer group in light of its ongoing transformation and size and how the MDCC benchmarks compensation and performance when making compensation decisions.
Environmental Justice and Other ESG Disclosure:
Discussed the Company's environmental justice program and reporting.
Reviewed Honeywell's ESG reporting to identify additional disclosures that may be meaningful to shareowners.
FALL 2023 SHAREOWNER FEEDBACK
Board Leadership Structure and CEO Transition:
Shareowners representing over 65% of the shares held by the firms we spoke with indicated that they would not support an independent chair proposal.
The Company's transparency with regard to CEO succession was well-received, with general interest in the scope and timeline of the Executive Chair role.
Executive Compensation:
Shareowners generally support the design and administration of the executive compensation plan.
Most shareowners acknowledge the limitations of the compensation peer group and agree with a shift over time.
Enhanced disclosure demonstrating how ESG is measured is beneficial when evaluating pay decisions.
Environmental Justice and Other ESG Disclosure:
No shareowners expressed a desire for specific enhancements to the Company's environmental justice disclosure.
Shareowners generally satisfied with or complimentary of the Company's ESG disclosures.
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
29

CORPORATE GOVERNANCE
BOARD LEADERSHIP STRUCTURE
CHAIRMAN OF THE BOARD
Darius Adamczyk, Honeywell's Executive Chairman and former CEO, will retire from the Board on June 7, 2024. After careful consideration, including feedback from dialogue with shareowners, the Board determined that it is in the best long-term interest of the Company and its shareowners to appoint current CEO, Vimal Kapur, to succeed Mr. Adamczyk as Chairman.
The Board understands the importance of this leadership decision and has thoroughly explored different structures and a wide range of considerations through an open-minded and unbiased decision-making process. In reaching its decision to recombine the roles under Mr. Kapur, the Board evaluated the best leadership structure for the Company in the context of its present circumstances, taking into account the Company's strategic needs over the next phase of its transformation, Mr. Kapur's leadership qualities, the independence of the Board, and the strength of the independent Lead Director role.
BOARD RATIONALE FOR COMBINING THE CHAIRMAN AND CEO ROLES
The Board's key considerations when deciding to combine the roles of Chairman and CEO under Mr. Kapur include:
The benefits of a unified leadership structure during a period when Honeywell is laser-focused on pivoting to its next phase of transformation — “innovate and grow” — while aligning our portfolio with three key megatrends and driving growth through innovation and M&A. Combining the Chairman and CEO roles under Mr. Kapur will better enable decision-making speed, and agility when prioritizing and driving organic and inorganic growth opportunities.
The Board's evaluation of Mr. Kapur's leadership and effectiveness since becoming CEO and its confidence in Vimal's judgment and character, which was earned over the course of his 35-year career at Honeywell.
The Company's track record of out-performance and effective risk management under a unified Chairman and CEO leadership structure.
The highly independent nature of the Board, where, following Mr. Adamczyk's retirement, there will only be one non-independent director.
The strength and experience of Honeywell's independent directors, eight of whom have served as CEOs.
The robust roles, responsibilities, and authorities of the independent Lead Director role under the Company's Corporate Governance Guidelines, which, following its decision to recombine the Chairman and CEO roles, the Board amended to require that all Board meeting agendas be approved by the Lead Director. 
Honeywell's Corporate Governance Guidelines do not establish a fixed rule as to whether the offices of Chairman and CEO should be vested in the same person or two different people, but rather specify that Honeywell's Board leadership structure is best considered as part of corporate governance and CEO succession planning processes. The Board believes that the decision as to whether the positions of Chairman and CEO should be combined or separated, and whether an executive or an independent director should serve as Chairman if the roles are split, should be based upon the particular circumstances facing the Company. Maintaining a flexible policy allows the Board to exercise its best business judgment to choose the leadership structure that best serves the interests of the Company and its shareowners at any particular time. The Board believes its risk oversight framework would be effective under a variety of leadership structures.
The Board carefully weighed feedback from its shareowners as part of the deliberations leading up to its decision to combine the roles under Mr. Kapur and intends to continue to engage with shareowners on this topic during shareowner engagement meetings. The Company has heard a range of views during those meetings, with most shareowners expressing confidence that the Honeywell Board understands the importance of good corporate governance and has the ability and insight to make the right decisions regarding its ongoing leadership structure, specifically the determination of whether and when to separate and combine the roles of Chairman and CEO.
INDEPENDENT LEAD DIRECTOR
A pillar of the Board's leadership structure is the independent Lead Director position. The Company's Corporate Governance Guidelines explicitly mandate that if the Chairman is not an independent director, then an independent Lead Director will be elected by the independent directors. The roles, responsibilities, and authorities of the independent Lead Director are robust and ensure effective independent oversight.
The independent Lead Director plays an important role in Honeywell's governance structure, serving as the de facto leader of the independent directors, the focal point charged with ensuring that the Board as a whole is providing appropriate independent oversight of management. The Lead Director serves as an ex officio member of each Board committee on which he or she does not otherwise serve and plays a formal role in the recruitment and selection of new Board members and in the Board's annual self-evaluation process.
30
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT

CORPORATE GOVERNANCE
INDEPENDENT LEAD DIRECTOR ROLES, RESPONSIBILITIES, AND AUTHORITIES
The roles, responsibilities, and authorities of the Lead Director are described in the Company’s Corporate Governance Guidelines, which explicitly acknowledge that, in the absence of an independent Chairman, the independent Lead Director assumes the same roles and responsibilities, including:
Work with the CEO, Chairman, the CGRC, and the full Board to help identify and prioritize the specific skillsets, experience, and knowledge that candidates for election to the Board must possess.
Review, approve, and make changes to Board meeting agendas and Board meeting schedules, including to add or remove agenda items and to ensure that there is sufficient time for discussion of all agenda items.
Review, and when appropriate, make changes to presentation material and other written information provided to directors for Board meetings.
Preside at all Board meetings at which the Chairman is not present, including executive sessions of the independent directors, and apprise the Chairman of the issues considered.
Serve as liaison between the Chairman and the independent directors.
Be available for consultation and direct communication with the Company’s shareowners.
Call meetings of the independent directors when necessary and appropriate.
Call special meetings of the Board when necessary and appropriate.
Retain outside professionals on behalf of the Board.
Consult with management about what information is to be sent to the Board.
Identify key strategic direction and operational issues upon which the Board’s annual core agenda is based.
Serve as an ex officio member of each committee on which he or she does not otherwise serve.
The independent Lead Director is selected biennially by Honeywell’s independent directors to serve a two-year term, considering the independent Lead Director selection criteria memorialized in the Company's Corporate Governance Guidelines. Taking these criteria into account, the independent directors have unanimously elected Mr. William S. Ayer to serve as Lead Director for a two-year term, which will commence on the date of the Annual Meeting and expire at the 2026 Annual Meeting of Shareowners. Mr. Ayer has served on the Board for nine years, and as the former Chairman and CEO of Alaska Air Group, has significant experience leading a large public company.
LEAD DIRECTOR SELECTION CRITERIA
MR. AYER'S QUALIFICATIONS
Commitment. Able to commit the time and level of engagement required to fulfill the substantial responsibilities of the role.
pg16,67&91_iconcheckmark.jpg  Mr. Ayer has excelled as CGRC Chair (a time-intensive role that requires constant, proactive engagement with shareowners, management, and his fellow directors) while simultaneously serving on the MDCC.
Effective Communication. Able to facilitate discussions among Board members, including between the independent directors and the CEO/Chairman, and engage with shareowners and key stakeholders.
pg16,67&91_iconcheckmark.jpg  As CGRC Chair, Mr. Ayer demonstrated effective communication and engagement with directors and management during the CEO transition and new director recruitment process. Mr. Ayer also has been a highly effective communicator when leading numerous shareowner engagement meetings over the past two years.
Rapport. Strong rapport with other members of the Board.
pg16,67&91_icon_checkmark.jpg  Mr. Ayer is extremely well-regarded by his fellow Board members. He has been a Board member for nine years, and has served on the MDCC and CGRC since 2014, and as CGRC Chair since 2022. He has developed a strong rapport with each director.
Integrity. High personal integrity and ethical character.
pg16,67&91_iconcheckmark.jpg  Mr. Ayer has conducted himself in accordance with the highest ethical standards throughout his career and as a Honeywell Board member. As CGRC Chair, he has been a key enabler of a culture of integrity and ethics at Honeywell by ensuring the appropriate tone at the top.
Skillset. Skills and experience broadly in line with Honeywell’s corporate strategy.
pg16,67&91_iconcheckmark.jpg  Mr. Ayer's skills and experiences are well-aligned with the strategic skills and the core competencies that are critical for Honeywell Board members. He has extensive aerospace industry knowledge as well as sales, marketing, and operations expertise, aligned with Honeywell's strategic end-markets where innovation is a critical enabler.
Independence. Qualifies as independent, in accordance with applicable SEC requirements and relevant listing standards.
pg16,67&91_iconcheckmark.jpg  Mr. Ayer qualifies as an independent director in accordance with SEC, Nasdaq, and Honeywell's corporate governance standards.
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
31

CORPORATE GOVERNANCE
DIRECTOR INDEPENDENCE
Honeywell’s Corporate Governance Guidelines state, “the Board intends that, at all times, a substantial majority of its directors will be considered independent under relevant Nasdaq and SEC guidelines.”
AFFIRMATIVE DETERMINATION OF INDEPENDENCE
To fulfill this intent, the Board regularly reviews the independence of each non-employee director to make an affirmative determination of independence. Specifically, the CGRC conducts an annual review of the independence of the directors and reports its findings to the full Board. This year, based on the report and recommendation of the CGRC, the Board has determined that each of the non-employee director nominees standing for election to the Board at the Annual Meeting — Messrs. Angove, Ayer, Burke, Davis, Lamach, and Watson and Mses. Flint, Lee, Lieblein, and Washington — satisfies the independence criteria in the applicable Nasdaq listing standards and SEC rules (including, where applicable, the enhanced criteria with respect to members of the Audit Committee and the MDCC). Each Board committee member qualifies as a non-employee director within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act). Members of the Audit Committee and MDCC currently meet and, during the year ended December 31, 2023, met the additional independence requirements of Nasdaq applicable to audit committee and compensation committee members.
CRITERIA FOR DIRECTOR INDEPENDENCE
For a director to be considered independent, the Board must determine that the director does not have any relationships with Honeywell that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board considered all relevant facts and circumstances in making its determinations, including the following:
No non-employee director or nominee receives any direct compensation from Honeywell other than under the director compensation program described in this Proxy Statement.
No immediate family member (within the meaning of the Nasdaq listing standards) of any non-employee director or nominee receives direct compensation from Honeywell other than compensation received for service as a non-executive employee.
No non-employee director or nominee is affiliated with Honeywell or any of its subsidiaries or affiliates.
No non-employee director or nominee is an employee of Honeywell’s independent accountants, and no non-employee director or nominee (or any of their respective immediate family members) is a current partner of Honeywell’s independent accountants, or, within the last three years, was a partner or employee of Honeywell’s independent accountants and personally worked on Honeywell’s audit.
No non-employee director or nominee is a member, partner, or principal of any law firm, accounting firm, or investment banking firm that receives any consulting, advisory, or other fees from Honeywell.
No non-employee director or nominee has an immediate family member who is, or was during the past three years, an executive officer of Honeywell.
No Honeywell executive officer is on the compensation committee of the board of directors of a company that employs any of our non-employee directors or nominees (or any of their respective immediate family members) as an executive officer.
No non-employee director or nominee (or any of their respective immediate family members) is indebted to Honeywell, nor is Honeywell indebted to any non-employee director or nominee (or any of their respective immediate family members).
No non-employee director or nominee is an executive officer of a charitable or other tax-exempt organization that received contributions from Honeywell outside our director charitable match program.
Honeywell has commercial relationships (purchase and/or sale of products and services) with companies at which our directors serve or have served as officers within the past three years (Mr. Angove — Blue Yonder Group, Inc., Ms. Flint — Greater Toronto Airports Authority, Mr. Lamach — Trane Technologies plc and Ingersoll Rand Inc., Ms. Lee — Cornerstone Building Brands, Inc., and Dupont de Nemours, Inc., and Mr. Watson — John Wood Group PLC). In each case:
The relevant products and services were provided on terms and conditions determined on an arm’s-length basis and consistent with those provided by or to similarly situated customers and suppliers;
The relevant director did not initiate or negotiate the relevant transaction, each of which was in the ordinary course of business of both companies; and
The combined amount of such purchases and sales was less than 1% of the consolidated gross sales of each of Honeywell and the other company in each of the last three completed fiscal years. This level is significantly below the requirements of the Nasdaq listing standards for director independence, which use a threshold of 5% of consolidated gross revenues and apply it to each of purchases and sales rather than the combination of the two.
32
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT

CORPORATE GOVERNANCE
While a non-employee director’s or nominee’s service as an outside director of another company with which Honeywell does business would generally not be expected to raise independence issues, the Board also considered those relationships and confirmed the absence of any material commercial relationships with any such company. Specifically, those commercial relationships were in the ordinary course of business for Honeywell and the other companies involved and were on terms and conditions available to similarly situated customers and suppliers.
The above information was derived from Honeywell’s books and records and responses to questionnaires completed by directors in connection with the preparation of this Proxy Statement.
BOARD PRACTICES AND PROCEDURES
BOARD AND COMMITTEE MEETINGS
Agenda. The Board and its committees perform an annual review of the agenda items to be considered for each meeting. During that review and throughout the year, each Board and committee member is encouraged to suggest items for inclusion on future agendas. The independent Lead Director has the responsibility to approve agendas.
Number of Meetings and Attendance. In 2023, the Board held eight meetings, and the committees of the Board collectively held 17 meetings. The Board had 99% meeting attendance, and the directors’ average attendance rate at meetings of the committees of which they are members was 99%. Each of the directors participated in at least 75% of the aggregate of the total number of Board meetings held during the period for which he or she was a director and the total number of meetings held by all Board committees on which he or she served (during the period he or she served).
Special Meetings. The Chairman, the CEO, the independent Lead Director, the CGRC Chair, and at the request of two independent directors, the Corporate Secretary, are permanently empowered and authorized to call special meetings of the Board at any time and for any reason.
Board Meeting Materials. Each director receives in advance the written material to be considered at every meeting of the Board and of the committees on which he or she is a member and can provide comments and suggestions.
SELF-EVALUATION
DEVELOP
QUESTIONNAIRE
LAUNCH
EVALUATION
REVIEW
FEEDBACK
RESPOND
TO INPUT
The formal self-evaluation is in the form of written questionnaires administered by Board members, management, or third parties. Each year, the independent Lead Director and the CGRC discuss, consider, and approve the form of the evaluation.
Members of our Board, and each committee, participate in the formal evaluation process, responding to questions designed to elicit information to be used for improving Board and committee effectiveness.
Director feedback is solicited from the formal self-evaluation process and is shared verbatim on an anonymous basis with the entire Board and committee and, where appropriate, addressed with management.
In response to feedback from the evaluation process, the Board and committees work with management to take concrete steps to improve policies, processes, and procedures to further Board and committee effectiveness.
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
33

CORPORATE GOVERNANCE
EVALUATION AND NOMINATION OF DIRECTOR CANDIDATES
Primary responsibility for identifying and evaluating director candidates and for recommending re-nomination of incumbent directors resides with the CGRC, which consists entirely of independent directors under applicable SEC rules and Nasdaq listing standards. Honeywell’s independent Lead Director is formally charged with the responsibility of working with the Chairman and CEO, CGRC, and the full Board to help identify and prioritize the specific skillsets, experience, and knowledge that director candidates must possess. The CGRC and independent Lead Director then establish criteria for director nominees based on these inputs.
In 2023, Mr. Lamach was recommended as a director candidate by a Board member and was evaluated in accordance with the procedures described in this section.
ASSESS
From time to time, the Board fills vacancies in its membership that arise between annual meetings of shareowners using the evaluation and nomination process.
pg38_iconredarrow.jpg
IDENTIFY
Potential director candidates meeting the criteria established by the CGRC and independent Lead Director are identified either by reputation, existing Board members, or shareowners.
The CGRC is also authorized, at the expense of Honeywell, to retain search firms to identify potential director candidates, as well as other external advisors, including for purposes of performing background reviews of potential candidates.
Search firms retained by the CGRC are provided guidance as to the particular experience, skills, or other characteristics that the Board is then seeking.
The CGRC may delegate responsibility for day-to-day management and oversight of a search firm engagement to the Chairman and/or the Senior Vice President and Chief Human Resources Officer.
pg38_iconredarrow.jpg
EVALUATE
Candidates are interviewed by the Chairman, the CEO, the independent Lead Director or Chair of the CGRC, and such other directors or officers as may be requested by the Chairman or independent Lead Director, to ensure that candidates not only possess the requisite skills and characteristics, but also the personality, leadership traits, work ethic, and independence of thought to effectively contribute as a member of the Board. One or more diverse candidates must be interviewed before a successful candidate is selected.
To ensure that the Board continues to evolve in a manner that serves the changing business and strategic needs of the Company, before recommending for re-nomination a slate of incumbent directors for an additional term, the CGRC also evaluates whether incumbent directors possess the requisite skills and perspective, both individually and collectively. This evaluation is based primarily on the results of the annual review it performs with the Board of the requisite skills and characteristics of Board members, as well as the composition of the Board as a whole and the results of the Board’s annual self-evaluation.
pg38_iconredarrow.jpg
RECOMMEND
The Board nominates the successful candidate for election to the Board at the Annual Meeting of Shareowners. From time to time, the Board uses the process described above to fill vacancies in its membership that arise between annual meetings.
SPOTLIGHT ON BOARD DIVERSITY
Although the Board has historically ensured a diverse slate of candidates for director nominees, in 2021 Honeywell formally adopted the requirement to interview diverse candidates prior to selecting new Board members. When identifying Board candidates, the CGRC requires that qualified candidates who are diverse with respect to race, ethnicity, and/or gender are included in the pool from which any new director nominee is selected, and that one or more diverse candidates have been interviewed before a successful candidate is selected. This is to ensure that we continue to enhance both the diversity of the Board and the diverse perspectives and values that are discussed in Board and committee meetings.
34
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT

CORPORATE GOVERNANCE
OTHER BEST PRACTICE BOARD POLICIES AND PROCEDURES
ANNUAL SHAREOWNER MEETING ATTENDANCE
Honeywell’s Corporate Governance Guidelines encourage all directors to attend our Annual Meeting of Shareowners. All of our then-serving directors attended the Company's 2023 Annual Meeting.
ENGAGEMENT WITH MANAGEMENT
The Board and its committees provide feedback to management, and management is required to answer questions raised by the directors during Board and committee meetings. Our senior management meets regularly with the Board, including yearly reviews of each business’ long-term strategic plan and annual operating plan.
DIRECTOR EDUCATION
Honeywell’s Board believes that director education is vital to the ability of directors to fulfill their roles and supports Board members in their continuous learning. Directors may enroll in continuing education programs at Honeywell’s expense on corporate governance and critical issues associated with a director’s service on a public company board. The Board also hears regularly from management on numerous subjects, including investor sentiments, shareowner activism, regulatory developments, ESG-related matters, data privacy, and cybersecurity. In addition, the Board periodically participates in site visits to Honeywell’s facilities.
DIRECTOR ORIENTATION
All new directors participate in the Company’s director orientation program during the first year on the Board. New directors receive an extensive suite of onboarding materials covering director responsibilities, corporate governance practices and policies, business strategies, leadership structure, and long-term plans. Participation in regular Board and committee meetings also provides new directors with a strong foundation for understanding Honeywell’s businesses, connects directors with members of management with whom they will interact, and accelerates their effectiveness to engage fully in Board deliberations. Directors have access to additional orientation and educational opportunities upon acceptance of new or additional responsibilities on the Board or its committees.
OTHER BOARD MEMBERSHIPS
Pursuant to our Corporate Governance Guidelines, directors should not serve on more than four public company boards (including the Honeywell Board), and directors who serve as chief executive officer of a public company should not serve on more than two public company boards (excluding the board of the company of which such director is the chief executive officer).
RETIREMENT AGE POLICY
Per Board policy, unless the Board otherwise determines, non-employee directors will retire from the Board upon the first Annual Meeting of Shareowners after reaching the age of 75.
CHANGE IN JOB RESPONSIBILITIES
The Corporate Governance Guidelines also provide that directors should offer to tender their resignation in the event of a change in the principal job responsibilities that they held at the time of their election to the Board or the principal job responsibilities taken subsequent to their election to the Board.
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
35

CORPORATE GOVERNANCE
BOARD COMMITTEES
The Board currently has three committees. All members of each committee are independent, non-employee directors. Each committee operates under a written charter, which is available at investor.honeywell.com (see “Governance/Governance Overview”). The table below lists the anticipated leadership and membership of each committee following the Annual Meeting.
NameAudit
Corporate Governance
and Responsibility
Management Development
and Compensation
Mr. Angove
pg39_icon_member.jpg 
pg39_icon_member.jpg 
Mr. Ayer(1)
ex officio
pg39_icon_chair.jpg 
ex officio
Mr. Burke
pg39_icon_member.jpg 
Mr. Davis(1)
pg39_icon_chair.jpg 
pg39_icon_member.jpg 

Ms. Flint
pg39_icon_member.jpg 
pg39_icon_member.jpg 
Mr. Lamach
pg39_icon_member.jpg 
Ms. Lee
pg39_icon_member.jpg 
Ms. Lieblein
pg39_icon_member.jpg 
pg39_icon_chair.jpg 
Ms. Washington
pg39_icon_member.jpg 
Mr. Watson
pg39_icon_member.jpg 
pg39_icon_chair.jpg 
Chair
pg39_icon_member.jpg 
Member
(1) Lead Director is an ex officio member of each committee on which he does not otherwise serve.
AUDIT COMMITTEE
Consider the independence of, appoint (and recommend to shareowners for approval), and be directly responsible for the compensation, retention, and oversight of the firm that serves as independent accountants to audit our financial statements and to perform services related to the audit; this includes resolving disagreements between the firm and management regarding financial reporting.
Review the scope and results of the audit with the independent accountants.
Review with management and the independent accountants, prior to filing, the annual and interim financial results (including Management’s Discussion and Analysis) to be included in Forms 10-K and 10-Q.
Consider the adequacy and effectiveness of our internal control over financial reporting and auditing procedures.
Review, approve, and establish procedures for the receipt, retention, and treatment of complaints received by Honeywell regarding accounting, internal control over financial reporting, or auditing matters and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
Monitor and provide risk oversight with respect to focus areas assigned to the committee from time to time by the Board including cybersecurity, artificial intelligence, tax and liquidity management, product integrity and product security, vendor risk, operational business continuity, and crisis management.
Together with the full Board, exercise oversight over the ERM process and assess adequacy of mitigation strategies for the risks identified through ERM.
Oversee performance of the Company's internal audit function.
Committee Chair: D. Scott Davis
Other Committee Members(1)
William S. Ayer (ex officio)
Kevin Burke
Michael W. Lamach
Robin L. Washington
Robin Watson
†  Audit Committee Financial Expert
Meetings Held in 2023: 9
All members independent
Has oversight over our independent accountant
Separately designated standing audit committee established in accordance with Section 3(a)(58) (A) of the Exchange Act
(1) Effective as of the Annual Meeting. Mr. Ayer is not currently a member of the Audit Committee. Mr. Lamach was appointed effective December 1, 2023.
Audit Committee Oversight of Independent Accountants. The Audit Committee seeks to ensure the exercise of appropriate professional skepticism by the independent accountants by reviewing and discussing, among other things, management and auditor reports regarding significant estimates and judgments and the results of peer quality review and Public Company Accounting Oversight Board inspections of the independent accountants. The Audit Committee also reviews and pre-approves all audit and non-audit services provided to Honeywell by the independent accountants to determine that such services would not adversely impact auditor independence and objectivity. The Audit Committee also holds separate executive sessions at each in-person meeting with representatives of our independent accountants and with Honeywell’s Chief Financial Officer and Vice President of Corporate Audit.
36
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE AND RESPONSIBILITY COMMITTEE (CGRC)
Identify and evaluate potential director candidates and recommend to the Board the nominees for election to the Board.
Review and make a recommendation to the Board regarding whether to accept a resignation tendered by a Board nominee who does not receive a majority of votes cast for his or her election in an uncontested election of directors.
Review and recommend changes to the Corporate Governance Guidelines.
Together with the independent Lead Director, lead the Board in its annual evaluation of the performance of the Board and its committees.
Review policies and make recommendations to the Board concerning the size and composition of the Board, qualifications and criteria for director nominees, director retirement policies, compensation and benefits of non-employee directors, conduct of business between Honeywell and any person or entity affiliated with a director, the structure and composition of Board committees, and the allocation of risk oversight responsibilities among Board committees.
Oversee overall ESG performance and associated risks and opportunities.
Monitor and provide risk oversight with respect to focus areas assigned to the committee from time to time by the Board, including political contributions and lobbying, geopolitical risk, regulatory compliance matters, integrity and ethics, health, safety, environmental, product stewardship, sustainability and environmental justice.
Review our policies and programs as may be brought to the attention of the committee regarding Honeywell’s role as a responsible corporate citizen.
Committee Chair: William S. Ayer
Other Committee Members(1)
Duncan B. Angove
D. Scott Davis
Deborah Flint
Grace Lieblein
Meetings Held in 2023: 3
All members independent
Also serves as the nominating committee
(1) Effective as of the Annual Meeting. Mr. Davis is currently an ex officio member of the CGRC. Mr. Angove was appointed effective February 1, 2024.
MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE (MDCC)
Evaluate and approve executive compensation plans, policies, and programs, including review and approval of executive compensation-related corporate goals and objectives.
Review and approve the individual goals and objectives of the Company’s executive officers.
Evaluate the CEO’s performance relative to established goals and objectives and, together with the other independent directors, determine and approve the CEO’s compensation level.
Review and determine the annual salary and other remuneration (including incentive compensation and equity-based plans) of all other officers.
Review and discuss with management the Compensation Discussion and Analysis and other executive compensation disclosures included in this Proxy Statement.
Produce the annual Committee Report included in this Proxy Statement.
Form and delegate any of the MDCC’s authorities to subcommittees when appropriate.
Review the management development program, including executive succession.
Review or take such other action as may be required in connection with the bonus, stock, and other benefit plans of Honeywell and its subsidiaries.
Monitor and provide risk oversight with respect to focus areas assigned to the committee from time to time by the Board, including succession planning, progress on diversity goals and objectives, retention and recruitment of key talent, employment practices and policies, workplace respect and culture, workplace violence, and employee engagement and wellness.
Committee Chair: Grace Lieblein
Other Committee Members(1)
Duncan B. Angove
William S. Ayer (ex officio)
Deborah Flint
Rose Lee
Meetings Held in 2023: 5
All members independent
Administers Honeywell’s executive compensation program
Retains independent compensation consultant
(1) Effective as of the Annual Meeting. Current membership includes Mr. Davis (on an ex officio basis). Mr. Ayer is a current member of the MDCC and will become an ex officio member when he becomes Lead Director. Ms. Flint was appointed effective July 1, 2023.
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
37

CORPORATE GOVERNANCE
Compensation Committee Interlocks and Insider Participation. During the 2023 fiscal year, all members of the MDCC were independent directors, and no member was an employee or former employee of Honeywell. No MDCC member had any relationship requiring disclosure under “Certain Relationships and Related Transactions” on page 106 of this Proxy Statement. During fiscal year 2023, none of the Company’s executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on the MDCC or the Board.
Administration of Executive Compensation Program. The MDCC administers the executive compensation program, including determination of the elements of the program and their relative weighting, incentive compensation plan targets, and award amounts. The MDCC takes into account feedback from our shareowners when making enhancements to the executive compensation program. When administering the program, the MDCC considers recommendations from senior management regarding the overall executive compensation program and the individual compensation of the executive officers. As part of Honeywell’s annual planning process, the CEO, CFO, and Chief Human Resources Officer develop targets for Honeywell’s incentive compensation programs and present them to the MDCC. These targets are reviewed by the MDCC to ensure alignment with our strategic and annual operating plans, macroeconomic trends, and other identified opportunities and risks. The CEO recommends base salary adjustments and cash and equity incentive award levels for Honeywell’s other executive officers. These recommendations are based on performance appraisals (including an assessment of the achievement of pre-established financial and non-financial management objectives) together with a review of supplemental performance measures and prior compensation levels relative to performance.
Retention of Independent Compensation Consultant. The MDCC has sole authority to retain a compensation consultant to assist the MDCC in the evaluation of CEO, officer, and other senior executive compensation, but only after considering all factors relevant to the consultant’s independence from management. In addition, the MDCC is directly responsible for approving the consultant’s compensation, evaluating its performance, and terminating its engagement. Under the MDCC’s established policy, its consultant cannot provide any other services to Honeywell without the MDCC’s approval, as delegated to the MDCC Chair. The MDCC regularly reviews the services provided by its outside consultants and performs an annual assessment of the independence of its compensation consultant to determine whether the compensation consultant is independent.
Pay Governance served as the MDCC's independent compensation consultant during 2023. The MDCC conducted a specific review of its relationship with Pay Governance in 2023 and determined that Pay Governance is independent in providing Honeywell with executive compensation consulting and limited other employee benchmarking services and that Pay Governance's work for the MDCC did not raise any conflicts of interest, consistent with SEC rules and Nasdaq listing standards.
In making this determination, the MDCC reviewed information provided by Pay Governance on the following factors:
Any other services provided to Honeywell by Pay Governance.
Fees received by Pay Governance from Honeywell as a percentage of Pay Governance's total revenue.
Policies and procedures maintained by Pay Governance to prevent a conflict of interest.
Any business or personal relationship between the individual Pay Governance consultants assigned to the Honeywell relationship and any MDCC member.
Any business or personal relationship between the individual Pay Governance consultants assigned to the Honeywell relationship, or Pay Governance itself, and Honeywell’s executive officers.
Any Honeywell stock owned by Pay Governance or the individual Pay Governance consultants assigned to the Honeywell relationship.
The MDCC noted that Pay Governance did not provide any services to the Company or its management other than service to the MDCC and limited other compensation benchmarking services. Unless approved by the MDCC Chair, Pay Governance does not provide, directly or indirectly through affiliates, any non-executive compensation services, including, but not limited to, pension consulting or human resources outsourcing.
Pay Governance compiled information and provided advice regarding the components and mix (short-term/long-term; fixed/variable; cash/equity) of the executive compensation programs of Honeywell and its Compensation Peer Group (see page 55 of this Proxy Statement for further detail regarding the Compensation Peer Group) and analyzed the relative performance of Honeywell and the Compensation Peer Group with respect to stock performance and the financial metrics generally used in the programs. Pay Governance also provided the MDCC with information regarding emerging trends and best practices in executive compensation. In addition to information compiled by Pay Governance, the MDCC also reviews general survey data compiled and published by third parties. Neither the MDCC nor Honeywell has any input into the scope of, or the companies included in, these third-party surveys. Pay Governance reported to the MDCC Chair, had direct access to MDCC members, attended MDCC meetings either in person, virtually, or by telephone, and met with the MDCC in executive session without management present.
38
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT

CORPORATE GOVERNANCE
LEADERSHIP SUCCESSION PLANNING
One of the most critical responsibilities of our Board is to ensure continued performance over the long-term through effective succession planning. The MDCC and the full Board routinely consider internal and external candidates for senior leadership positions under both near- and long-term planning scenarios, taking into account demonstrated performance, leadership qualities, strategic acumen, and potential to take on the most complex responsibilities. For our top leadership roles, succession planning relies on the ongoing and purposeful recruitment and development of top leadership talent over time, and for the CEO position, the Board establishes and then executes against a rigorous succession planning program to evaluate and select a lead candidate who is then assessed over time while performing against a robust development plan.
On June 1, 2023, Vimal Kapur succeeded Darius Adamczyk as CEO, with Mr. Adamczyk continuing to serve as Executive Chairman of the Board. This CEO succession plan was the product of the Board's disciplined execution of a rigorous, thoughtful, and well-designed approach to succession planning:
Candidate Evaluation. The Board established clear criteria for evaluating potential candidates, with a focus on selecting the candidate best able to adapt quickly to changing and unpredictable demands. Candidates were evaluated against these criteria through structured interviews, case studies, and cognitive ability tests. Finalists were also required to develop a strategic plan for presentation to and discussion with the full Board.
Candidate Selection. Based on the inputs described above, the Board selected Mr. Kapur as the top CEO candidate and established a development plan based on his assessment results to continue to evaluate Mr. Kapur’s readiness to be CEO against this defined framework. The Board also established a milestone-based transition plan for Mr. Kapur to onboard additional responsibilities over time to facilitate the Board's continued evaluation of his ability to succeed as CEO.
Ongoing Assessment. The Board regularly assessed Mr. Kapur's performance against the development plan. Through management reports on observed progress and the Board's own direct assessment of Mr. Kapur's results and personal development, the Board continued to evaluate Mr. Kapur's candidacy and readiness for the CEO role before making the final determination.
Leadership Transition Planning. To facilitate the CEO transition, enable continuity, and continue to benefit from Mr. Adamczyk's expertise and leadership, the Board determined that it is in the best interest of Honeywell and its shareowners to retain Mr. Adamczyk as Executive Chairman, and following his retirement from the Board, as a Senior Advisor. To this end, the MDCC worked with Mr. Adamczyk to establish a transition arrangements letter agreement to formalize the terms of this transition.
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
39

CORPORATE GOVERNANCE
BOARD’S ROLE IN RISK OVERSIGHT
While senior management has primary responsibility for managing risk, the Board has responsibility for risk oversight with specific risk areas delegated to relevant Board committees who report on their deliberations to the Board. The specific risk areas of focus for the Board and each of its committees are summarized below.
FULL BOARD
Oversee the Company’s risk governance framework, including an enterprise-wide culture that supports appropriate risk awareness and the identification, escalation, and appropriate management of risk.
Integrity, ethics, and compliance with the Company's Code of Business Conduct.
General strategic and commercial risks, such as new product launch, capital spend, raw material price increases, foreign currency fluctuation, diminished customer demand, market and competitive dynamics, technology obsolescence, reductions to government spending, geopolitical dynamics, slowdown in economic growth, supply chain disruption, and inflation.
Disruption, including supply chain disruption, disruptive technologies, emerging competition, and changing business models.
M&A transactions, including strategic fit, execution, separation, and integration, and the M&A competitive landscape.
Legal risks, such as those arising from litigation, environmental, and intellectual property matters.
AUDIT COMMITTEE
Enterprise Risk Management (ERM) and Crisis Incident Management programs.
Cybersecurity, including risks associated with the Company’s own products and facilities.
Artificial intelligence.
Accounting, controls, and financial disclosure.
Tax and liquidity management.
Product integrity and product security.
Vendor risk, including supply chain disruption.
Operational business continuity.
CORPORATE GOVERNANCE AND RESPONSIBILITY COMMITTEE (CGRC)
Political contributions/lobbying.
Regulatory compliance, including data privacy, sanctions, export, and government contracts.
Integrity and compliance programs and policies.
Geopolitical risk, including political, economic or military conflicts, and tariffs.
ESG matters, including health, safety, environmental, climate, product stewardship, environmental justice, and sustainability.
MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE (MDCC)
Succession planning.
Compensation plans, programs, and arrangements and other employment practices.
Recruitment and retention of key talent.
Labor compliance.
Inclusion and diversity.
Workplace respect and culture.
Workplace violence.
Employee engagement and wellness.
pg43_graphic-strategyoversight01.jpg
pg43_graphic-strategyoversight02.jpg
ENTERPRISE RISK MANAGEMENT
ASSESS
REVIEWINCORPORATE
The Board uses the ERM program as a key tool for understanding the inherent risks facing Honeywell and assessing whether management’s processes, procedures, and practices for mitigating those risks are effective.
The annual ERM assessment deployed by management is based on an enterprise-wide “top down” and “bottom up” view of commercial, strategic, legal, compliance, human capital, cyber, and reputational risks and strategies for mitigating those risks.
In 2023, the ERM program included interviews with the Chairman and the CEO, and each member of his leadership team, as well as 70 workshop interviews with 165 risk owners and risk experts, covering 76 risk areas across all businesses and functions.
In 2024, ERM-identified risks will drive over 80% of the audits to be conducted under the internal audit function’s annual plan.
The Audit Committee, the CGRC, and the full Board review the results of the annual ERM assessment.
During the reviews, Honeywell’s CFO and General Counsel present the results of the ERM assessment in a manner designed to provide full visibility into the risks facing Honeywell and how management is mitigating those risks, thereby enabling the Board to effectively exercise its oversight function.
To facilitate continued monitoring and oversight by the Board, key risk areas identified during the ERM process and management’s associated mitigation activities become part of Board and/or committee meeting agendas for the following year.
Every three years, the ERM process includes one-on-one meetings with each Board member to discuss each director’s “top down” view of risks facing the enterprise, to solicit the director’s recommendations for improving the ERM process, and to ensure that the universe of risks and the metrics for identifying key risks, in terms of likelihood of occurrence and potential financial impact, is both realistic and appropriate.
Feedback from the one-on-one interviews with the individual Board members is presented to the full Board and incorporated in the Company’s ERM program and risk mitigation efforts.
40
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT

CORPORATE GOVERNANCE
OVERSIGHT OF STRATEGY
One of the Board’s primary responsibilities is overseeing management’s establishment and execution of the Company’s strategy and the associated risks. The full Board oversees strategy and strategic risk through robust and constructive engagement with management, taking into consideration Honeywell’s key priorities, global trends impacting our business, regulatory developments, and disruptors in our industries. The Board’s oversight of strategy primarily occurs through deep-dive annual reviews of the long-term strategic plans and annual operating plans of each of our businesses. During these reviews, management provides the Board with its view of the key commercial and strategic risks and opportunities faced by each business unit so that the Board can assess whether management has identified the key risks and opportunities and is taking appropriate actions to mitigate risk. In addition to the review of each business’ strategic and annual plans, specific areas of risk and opportunity are tabled for further Board and/or committee discussion to ensure additional Board engagement on the areas of risk that are most impactful to Honeywell’s strategic direction.
The Board’s oversight of strategy is prominent in the Company’s portfolio optimization, mergers, acquisitions, and divestitures activity. From strategy and vision to comprehensive annual portfolio reviews, individual transaction approvals, deal execution, integration, and performance against goals, the Board is engaged in all aspects of the Company’s mergers, acquisitions, divestitures, and corporate development activities. With the ultimate goal of achieving outcomes that promote long-term shareowner value, the Board annually engages in a rigorous, thorough, and unbiased review of Honeywell’s portfolio and devotes a substantial amount of time at each Board meeting to pressure test potential transactions, review deal execution, monitor integration, and assess long-term outcomes.
OVERSIGHT OF ESG MATTERS
Honeywell takes seriously its commitment to corporate social responsibility, protection of the environment, and creation of sustainable opportunity everywhere it operates. Honeywell’s environmental, social, and governance (ESG) initiatives are aligned with the Company’s long-term strategy, both informing and supporting Honeywell’s strategic plans.
The Board’s engagement and oversight extends to ESG initiatives in the following principal ways:
The CGRC has primary jurisdiction for managing risks and opportunities associated with ESG as well as oversight of discrete ESG topics, such as climate, environmental remediation, integrity and ethics, and political engagement.
Direct MDCC oversight of human capital management issues, including culture, diversity and inclusion, talent recruitment and retention, and employee well-being.
Direct Audit Committee and Board engagement with ESG risk areas through a robust and comprehensive ERM program.
Direct Board engagement on select ESG topics, such as inclusion and diversity, safety, business resiliency, political engagement, environmental matters, and community engagement.
Feedback from shareowners. The Board values shareowners’ perspectives on ESG matters, and the Company (oftentimes with our independent Lead Director, MDCC Chair, and/or CGRC Chair) engages directly with shareowners throughout the year to discuss and receive feedback on our activities, goals, and achievements in these areas.
Overall Oversight of ESG
The full Board and Corporate Governance and Responsibility Committee oversee the Company's overall ESG performance and associated risks and opportunities.
Committee Oversight of Discrete ESG Risk and Opportunities
CGRC
Environmental
Health and Safety
Climate
Remediation
Political Engagement
Governance
Integrity and Compliance
Data Privacy
Environmental Justice
AUDIT COMMITTEE
Tax
Financial Controls
Enterprise Risk
Litigation/Controversies
Raw Materials Sourcing
Product Safety and Integrity
Supply Chain
Cybersecurity
Artificial Intelligence
MDCC
Human Capital Management
Inclusion and Diversity
Labor Practices
Culture
Compensation
Workplace Respect 
Employee Engagement and Wellness
Management with Accountability and Regular, Direct Reporting to Responsible Board Committee on ESG Topics
SVP and General Counsel
Chief Sustainability Officer and Chief Scientist
Chief Compliance Officer
SVP, Global Government Relations
VP and General Counsel, ESG
SVP and CFO
SVP and General Counsel
VP, Corporate Audit
Chief Security Officer
VP, Controller
VP, Tax
Chief Supply Chain Officer
Chief Compliance Officer
Chief Digital Technology Officer
SVP and Chief Human Resources Officer
Chief Inclusion and Diversity Officer
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
41

CORPORATE GOVERNANCE
OVERSIGHT OF HUMAN CAPITAL AND CULTURE
The Board and the MDCC provide oversight over human capital, with particular focus on culture, inclusion and diversity, talent development and assessment, and succession planning. Honeywell has built a reputation for “doing what we say.” At the center of that commitment to excellence is a high-performance culture driven by the Six Honeywell Behaviors: Drive Accountability Culture, Be Courageous, Build Exceptional Talent, Win Together, Innovate and Create Value for Customers, and Embrace Transformation, and grounded in our Foundational Principles: Integrity and Ethics, Inclusion and Diversity, and Workplace Respect — these are our core values. Working at Honeywell requires fully embracing the Foundational Principles, and Honeywell expects all employees to exemplify these principles in words and actions.
FOUNDATIONAL
PRINCIPLES
INTEGRITY
AND ETHICS
INCLUSION
AND DIVERSITY
WORKPLACE
RESPECT
05_424206-1_photo_foundationPrinciples_opt2-A.jpg
05_424206-1_photo_foundationPrinciples_opt2-C.jpg
05_424206-1_photo_foundationPrinciples_opt2-T.jpg
05_424206-1_photo_foundationPrinciples_opt2-W.jpg
05_424206-1_photo_foundationPrinciples_opt2-I.jpg
05_424206-1_photo_foundationPrinciples_opt2-T2.jpg
05_424206-1_photo_foundationPrinciples_opt3-H.jpg
DRIVE
ACCOUNTABILITY
CULTURE
BE
COURAGEOUS
BUILD
EXCEPTIONAL
TALENT
WIN
TOGETHER
INNOVATIVE
CREATE VALUE
FOR CUSTOMERS
EMBRACE
TRANSFORMATION
...@HONEYWELL
The strength of the Company’s culture is essential to fulfilling our strategic vision, and the Board and the MDCC work with management to oversee adherence to our core values and measure progress against the Honeywell Behaviors.
Each of the Board’s committees plays a role in ensuring that our core values remain at the center of Honeywell’s culture.
The CGRC meets regularly with our Chief Compliance Officer to review the Company’s integrity and compliance program, policies, and scorecard.
The Audit Committee receives detailed investigation reports on a quarterly basis to monitor trends, ensure that allegations are investigated promptly, and as necessary, confirm that appropriate disciplinary measures are taken in a timely fashion.
The MDCC has responsibility for CEO and officer succession and development, working with management to monitor workplace culture, establish diversity expectations, and review progress.
The Board is also closely engaged in the development and management of human capital. The Board’s involvement in leadership development and succession planning is systematic and ongoing, and the Board provides input on important decisions in each of these areas. The Board has primary responsibility for CEO succession planning and oversight over succession planning for other executive officer positions. Annually, the full Board reviews the leadership succession plan for the CEO and the CEO's direct reports, which includes identification of “ready now” successors, management’s view of potential successors that are not “ready now” but will be ready within a reasonable timeframe, and development actions necessary to address any gaps in the leadership succession plan. Also discussed are recent and future potential changes involving various leaders and their organizations. In addition, the Board meets regularly with high-potential executives.
The Board believes that workforce diversity represents a fundamental business opportunity as the Company plans and executes its long-term strategy. The Board and the MDCC oversee the Company’s progress and actions in this important area through engagement in succession planning, management development, and compensation review processes that take into account outcomes and metrics for diverse groups. Review of diversity performance is also a standing Board agenda item, providing an opportunity for the Board to engage directly with senior management to analyze workforce metrics that measure diversity of new hires and internal promotions as compared to that of the available pool of qualified talent, discuss trends, review Office of Federal Contract Compliance Programs audits, and oversee enterprise-wide efforts to drive hiring, promotion, and retention of diverse talent.
42
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT

CORPORATE GOVERNANCE
Inclusion and Diversity (I&D) is a Foundational Principle at Honeywell. The Board believes that its diversity (33% of the Board members are women and 42% are ethnically or racially diverse) and the diversity of Honeywell’s executive leadership (66% of the Company’s executive officers are diverse by ethnic background, non-U.S. place of birth, or gender) are core to its success and a testament to Honeywell’s ongoing commitment to hiring, developing, and retaining diverse talent, and fostering an inclusive culture.
As evidence of Honeywell’s continued commitment to increase the diversity of Honeywell’s executive leadership, the percentage of women executives increased to 28.4% in 2023 from 24.7% in 2020. Further, the percentage of executives, in our United States workforce, who are people of color increased to 26.8% in 2023 from 19.9% in 2020. The Company’s commitment to I&D enables better decision-making and innovation, helps build competitive advantages, and furthers long-term success.
For more information about Honeywell’s I&D initiatives, please visit investor.honeywell.com (see “ESG/Inclusion & Diversity”).
SPOTLIGHT ON WORKFORCE DIVERSITY(1)
WOMEN IN THE GLOBAL WORKFORCEPEOPLE OF COLOR (POC) IN THE U.S.
WORKFORCE
03_424206-1_bar_women.jpg
03_424206-1_bar_people color.jpg
pg51_graphic-legend.jpg
U.S. EXECUTIVESU.S. OTHER MANAGERS
TOTAL U.S. WORKFORCE(2)
03_424206-1_pie_executives.jpg
03_424206-1_pie_other managers.jpg
03_424206-1_pie_total workforce.jpg
pg51_graphic-legend_2.jpg
EXECUTIVE LEADERSHIP DIVERSITY(1)
WOMEN
28.4%
Compared to 24.7% in 2020
PEOPLE OF COLOR
26.8%
Compared to 19.9% in 2020
(1) As of December 31, 2023, unless otherwise indicated. Excludes Sandia National Laboratories (Sandia) and Kansas City National Security Campus (KCNSC) workforces. Sandia and KCNSC are U.S. Department of Energy facilities. Honeywell manages these facilities as a contract operator and does not establish or control their human resources policies. API represents Asian or Pacific Islander. The executives category represents executive-band employees.
(2) Sum of percentages is less than 100% due to rounding.
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
43

CORPORATE GOVERNANCE
INTEGRITY AND ETHICS
At the core of Honeywell’s Foundational Principles is the Company’s Code of Business Conduct (the Code), which applies to all directors, officers (including our Chief Executive Officer, Chief Financial Officer, and Controller), and employees across the Company in all businesses and in all countries. The Code is a baseline set of requirements that enables employees to recognize and be aware of how to report integrity, compliance, and legal issues. In addition, the Code sets forth its commitment to maintaining an inclusive, safe, and respectful environment and outlines our pledge to zero tolerance for harassment and unlawful discrimination.
The Code provides guidance and expectations in a number of key integrity and compliance areas, including how employees should treat each other; conflicts of interest; health, safety, environmental, product stewardship, and sustainability (HSEPS); books and records; anti-corruption; proper business practices; trade compliance; insider trading; data privacy; respect for human rights; and the appropriate use of information technology and social media. To reinforce the Code, Honeywell provides comprehensive training on key compliance topics, develops training scenarios, deploys monthly manager communication toolkits, provides mechanisms for employees and third parties to report concerns (including anonymously), and ensures timely and fair reviews of integrity and compliance concerns through a best-in-class process to report and investigate allegations. Honeywell responds to 100% of reported allegations.
Any amendments or revisions to the Code will be published on the Company website. Any waiver of the Code for any of Honeywell’s directors or executive officers requires pre-approval from the Board and if granted, the Board ensures that appropriate controls are in place to protect the Company and its shareowners. All officers and employees must complete Code of Conduct training and, where permitted by law, must also certify each year that they will comply with the Code. In 2023, the Company received Code certifications from 100% of its officers and eligible employees, where permitted by law. Honeywell’s Code of Conduct training includes a variety of topics, including conflicts of interest, workplace respect, anticorruption, cybersecurity, and data privacy.
Honeywell is committed to fostering a culture of integrity, ethics, and workplace respect by setting the tone at the top and by unambiguously and repeatedly reinforcing its expectations. Honeywell also empowers our people managers to communicate openly with their team members regarding the importance of conducting themselves with integrity and fostering an environment that encourages candid discussion of integrity and compliance topics and how to raise and report any instances of ethical misconduct. The Integrity and Compliance team delivers integrity awareness communications across Honeywell, including through town halls, newsletters, and monthly integrity-awareness manager toolkits that provide people managers with ready-to-use materials to support discussions of integrity and compliance topics with their teams.
Additional details about the Code, the Supplier Code of Business Conduct, and other components of Honeywell’s integrity and compliance program can be found on our website at investor.honeywell.com (see “ESG/Integrity and Compliance”).
INSIDER TRADING POLICIES AND PROCEDURES
The Board has adopted an insider trading policy (Insider Trading Policy) that applies to all of the Company's directors, officers, and employees, as well as certain other designated individuals, to prevent the misuse of confidential information about the Company, as well as other companies with which the Company has a business relationship, and to promote compliance with all applicable securities laws. Among other things, the Insider Trading Policy prohibits engaging in transactions in securities based on material non-public information and prohibits directors, executive officers, and certain other employees from buying or selling the Company's securities during certain periods, except pursuant to an approved trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (Rule 10b5-1). In addition, certain individuals, including directors and officers, are required to receive prior approval from the Chairman and pre-clearance from the Corporate Secretary prior to engaging in transactions in the Company's securities. The Insider Trading Policy also sets forth mandatory guidelines that apply to all executive officers, directors, and employees of the Company who adopt Rule 10b5-1 plans for trading in the Company's securities, which are intended to ensure compliance with Rule 10b5-1 and to conform to best practices with respect to the design and implementation of Rule 10b5-1 plans.
HUMAN RIGHTS
Honeywell is committed to treating people with respect and fostering a positive and respectful workplace environment. Our Code of Business Conduct, Supplier Code of Conduct, and our Human Rights Policy address a broad range of human and workplace rights in our global operations and supply chain to ensure fairness, ethical behavior, dignity, and respect. Honeywell has implemented policies and processes to help fulfill its human rights commitments. Our Human Rights Policy applies to all Honeywell workers worldwide, including contingent workers, agents, and candidates for hire. Honeywell also requires suppliers to uphold the human rights principles described in Honeywell’s Supplier Code of Conduct. Key elements of our Human Rights Policy include inclusion and diversity, workplace respect, freedom of association, a safe and healthy workplace, workplace security, work hours and wages, forced labor and human trafficking, child labor, and rights of local communities and those who live and work there. Honeywell’s human rights commitments can be found on our website at investor.honeywell.com (see “ESG/Integrity and Compliance”).
44
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT


DIRECTOR
COMPENSATION
The Corporate Governance and Responsibility Committee (CGRC) reviews and makes recommendations to the Board regarding the form and amount of compensation for non-employee directors. Any director who is an employee of Honeywell receives no additional compensation for services on the Board. Honeywell’s director compensation program is designed to enable continued attraction and retention of highly qualified directors and to address the time, effort, expertise, and accountability required of active Board membership.
ELEMENTS OF COMPENSATION
In general, the CGRC and the Board believe that annual compensation for non-employee directors should consist of both a cash component, designed to compensate members for their service on the Board and its committees, and an equity component, designed to align the interests of directors and shareowners.
ANNUAL COMPENSATION
Board Cash Retainer
Paid in quarterly installments.
$120,000 per annum.
Lead Director Compensation
Paid in quarterly installments (in addition to Board cash retainer).
$60,000 per annum.
Committee Membership Compensation
For each committee membership, paid in quarterly installments.
$10,000 per annum (or $15,000 per annum for members of the Audit Committee).
Committee Chair Compensation
Paid in quarterly installments (in addition to committee membership compensation).
$40,000 per annum for the Audit Committee Chair.
$25,000 per annum for the Management Development and Compensation Committee Chair.
$20,000 per annum for the Corporate Governance and Responsibility Committee Chair.
Common Stock Equivalents
Automatically credited to each director’s account in the Deferred Compensation Plan for Non-Employee Directors at the beginning of each calendar year. Dividend equivalents are credited with respect to these amounts.
Payment of these amounts is deferred until termination of Board service. Payments are made in cash, as either a lump sum or in equal annual installments.
$60,000 in common stock equivalents per annum.
Annual Equity Grants
Awarded on the date of the Annual Meeting of Shareowners.
Each non-employee director receives an annual equity grant with a target value of $130,000, in the form of Restricted Stock Units (RSUs).
Annual RSUs vest on the earliest of (i) the April 15th immediately preceding the first anniversary of the grant date, (ii) the director’s termination of service due to death or disability, (iii) the occurrence of a Change in Control, or (iv) the voluntary termination of service on or after the director’s tenth anniversary as a Board member in good standing.
$130,000 target value per annum.
In December, 2023, Pay Governance, the independent compensation consultant to the MDCC, conducted a review of our non-employee director compensation against companies in the Compensation Peer Group and companies in the S&P 200, and provided recommended changes to better align with market practices. Based on that review, the CGRC approved certain
 
2024 NOTICE AND PROXY STATEMENT     |
footer_logo.jpg
45

DIRECTOR COMPENSATION
changes to the elements of annual non-employee director compensation, beginning January 1, 2024, which are reflected on the table above. Prior to these changes (i.e., in 2023), the Board Cash Retainer was $100,000 per annum, the Management Development and Compensation Committee Chair Compensation was $20,000 per annum, and Annual Equity Grants were issued with a target value of $115,000, consisting of $65,000 in RSUs (same vesting as described above) and $50,000 in stock options vesting in equal annual installments on each April 15th immediately preceding the first, second, third, and fourth year anniversaries of the grant date, or, if earlier, the directors’ death or disability, retirement from the Board at or after mandatory retirement age (age 75), the voluntary termination from the Board on or after the tenth anniversary as a Board member in good standing, or upon a change in control. Stock options were eliminated from the non-employee director compensation mix beginning in 2024. Other elements were the same as described in the table above.
DEFERRED COMPENSATION
A non-employee director may elect to defer all or any portion of his or her annual cash retainers and fees, until a specified calendar year or termination of Board service. Compensation is credited to their account in the Deferred Compensation Plan for Non-Employee Directors. Amounts credited either accrue interest (5.11% for 2023) or are valued as if invested in a Honeywell common stock fund or one of the other funds available to participants in our employee savings plan as elected by the participant. The unit price of the Honeywell common stock fund is increased to take dividends into account. In addition to payments at the termination of Board service, upon a Change in Control, as defined in the Non-Employee Director Plan, a director may receive a lump-sum payment for amounts deferred before 2006, pursuant to a prior election.
CHARITABLE MATCH
Honeywell also matches, dollar for dollar, any charitable contribution made by a director to any qualified charity, up to an aggregate maximum of $25,000 per director, per calendar year. For 2023, matching charitable contributions were made by Honeywell in the amount of $25,000 for each of directors Ayer, Burke, and Washington. Additional matching contributions were made in the amount of $20,000 and $3,800 for directors Lieblein and Watson, respectfully.
OTHER BENEFITS
Directors may utilize available Company aircraft for travel to and from Board and committee meetings, and non-employee directors are provided with $350,000 in business travel accident insurance. In addition, directors elected to the Board prior to September 2008 are provided with $100,000 in term life insurance on a grandfathered basis (benefit eliminated prospectively).
COMPENSATION UPON ELECTION TO BOARD
Newly appointed directors are awarded the regular elements of annual director compensation determined on a prorated basis upon joining the Board. Prorated annual equity grants to new directors will be made on substantially the same terms and conditions as the annual grant made to other non-employee directors of the Company.
2023 DIRECTOR COMPENSATION TABLE
Director Name
Fees
Earned
or Paid in
Cash(1)
Stock
Awards(2)(3)
Option
Awards(2)(4)
Change in 
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(5)
All Other
Compensation(6)
Total
Duncan B. Angove$170,000 $65,160 $50,030 $— $47 $285,237 
William S. Ayer200,000 65,160 50,030 — 25,047 340,237 
Kevin Burke175,000 65,160 50,030 — 25,047 315,237 
D. Scott Davis275,000 65,160 50,030 6,664 563 397,417 
Deborah Flint175,000 65,160 50,030 — 47 290,237 
Michael W. Lamach(7)
14,863 22,930 29,900 — 67,697 
Grace Lieblein200,000 65,160 50,030 — 20,047 335,237 
Rose Lee170,000 65,160 50,030 — 47 285,237 
Robin L. Washington175,000 65,160 50,030 — 28,090 318,280 
Robin Watson175,000 65,160 50,030 — 3,847 294,037 
(1) Includes all cash fees earned, whether paid in cash or deferred under the Deferred Compensation Plan for Non-Employee Directors.
46
footer_logo.jpg
 
|     2024 NOTICE AND PROXY STATEMENT

DIRECTOR COMPENSATION
(2) The following table reflects all outstanding stock awards and option awards held at December 31, 2023, by each of the listed individuals:
Director NameOutstanding
Option Awards
Outstanding
Stock Awards
Outstanding
Deferred Comp Plan
(Non-Elective)
Mr. Angove10,899 333 2,169 
Mr. Ayer17,182