Honeywell International Inc DEFR14A, filed Apr 3, 2024

Honeywell International Inc (HON)

DEFR14A 2024-04-03

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Filed by the Registrant			☒			Filed by a Party other than the Registrant			☐


☐			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


☒			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.


		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. 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. 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. 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. 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 PING LU Corporate Secretary


			LETTER FROM THE LEAD DIRECTOR			1
			NOTICE OF ANNUAL MEETING OF SHAREOWNERS			2
			HONEYWELL PERFORMANCE IN 2023			4
			Honeywell Portfolio			4
			2023 Performance Highlights			5
			Commitment to Sustainability			9
			PROXY SUMMARY			11
			Annual Meeting of Shareowners			11
			Voting Matters			11


			PROPOSAL 1: ELECTION OF DIRECTORS			17
			Director Skills and Qualifications			18
			Board Skillset Matrix			19
			Commitment to Board Integrity, Diversity, and Independence			20
			Nominees for Election			21
			CORPORATE GOVERNANCE			27
			Shareowner Outreach and Engagement			28
			Board Leadership Structure			30
			Director Independence			32
			Board Practices and Procedures			33
			Board Committees			36
			Leadership Succession Planning			39
			Board’s Role in Risk Oversight			40
			DIRECTOR COMPENSATION			45
			Elements of Compensation			45
			2023 Director Compensation Table			46
			Director Stock Ownership Guidelines			47


			PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			48
			COMPENSATION DISCUSSION AND ANALYSIS			49
			Our Named Executive Officers (NEOs)			50
			CEO Transition			50
			Our Compensation Program			50
			2023 Compensation Summary			58
			CEO Compensation Decisions			60
			2023 Base Salary Decisions			60
			2023 Annual Incentive Compensation Plan Decisions			60
			2023 Long-Term Incentive Compensation Decisions			68
			Other Compensation and Benefit Programs			77
			Risk Oversight Considerations			77
			Management Development and Compensation Committee Report			80


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.			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, D. SCOTT DAVIS Lead Director


	EXECUTIVE COMPENSATION TABLES	81
	Summary Compensation Table	81
	Other Compensation Tables	83
	CEO Pay Ratio	96
	Pay Versus Performance	97


	PROPOSAL 3: APPROVAL OF INDEPENDENT ACCOUNTANTS	101
	Independent Accounting Firm Fees	101
	Non-Audit Services	101
	Audit Committee Report	102


	PROPOSAL 4: SHAREOWNER PROPOSAL — INDEPENDENT BOARD CHAIRMAN	103
	Board Recommendation	104


	ADDITIONAL INFORMATION	106
	Other Business	106
	Certain Relationships and Related Transactions	106
	Stock Ownership Information	107
	Virtual Annual Meeting	108
	Notice and Access	109
	Voting Procedures	109
	Shareowner Proposals and Board Nominees	111
	Where Shareowners Can Find More Information	112
	APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES	114
	RECENT AWARDS	121

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.



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.


SALES ($B)	SEGMENT MARGIN	ADJUSTED EARNINGS PER SHARE(1)	ADJUSTED FREE CASH FLOW ($B)(2)


Cumulative 10-year TSR exceeded the Compensation Peer Group median by a multiple of 1.9x



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



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.


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.


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.


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.


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.


Proposals		Recommended Vote	Page
No. 1	Election of Directors	FOR each nominee	17
No. 2	Advisory Vote to Approve Executive Compensation	FOR	48
No. 3	Approval of Independent Accountants	FOR	101
No. 4	Shareowner Proposal – Independent Board Chairman	AGAINST	103


2023			YEAR IN REVIEW



SHAREOWNER EMPOWERMENT AND ENGAGEMENT	DIVERSE AND INDEPENDENT BOARD OF DIRECTORS	BEST-IN-CLASS BOARD STRUCTURE AND PROCESSES

15% threshold for shareowners to call a special meeting. Majority shareowner vote to amend Certificate of Incorporation and By-laws. Annual election of all directors, with majority shareowner vote requirement in uncontested elections. No poison pill; we will seek shareowner approval if a shareowner rights plan is adopted. Robust year-round shareowner engagement, with independent director participation. 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.	All director nominees are independent, except our Chairman and Chief Executive Officer. Leader in Board diversity relative to personal characteristics (4 women, 2 Asian, 1 Hispanic, 2 African American) and experiences (industry, profession, public service, geography). Range of tenures enables balance between historical experience and fresh perspectives. Skills and background aligned to our strategic direction. No director may serve on more than four public company boards (including the Honeywell Board). Requirement to interview diverse candidates prior to selecting new Board members.	Independent Lead Director with expanded responsibilities elected by independent directors. Independent Lead Director and CGRC Chair empowered to call special Board meetings at any time for any reason. ESG oversight by the CGRC. Regular executive sessions of independent directors. Annual self-assessment to enable adequate Board refreshment and appropriate evolution of Board skills, experience, and perspectives. Annual review of Corporate Governance Guidelines to ensure alignment with best practices. 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

Robust Enterprise Risk Management (ERM) program to enable Board identification and monitoring of risk. Purposeful inclusion of key risk areas on Board and/or committee agendas. Engagement with business leaders to review short-term plans, long-term strategies, and associated risks. 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. Robust stock ownership requirements and prohibitions against hedging and pledging Honeywell securities. Chief Compliance Officer invited to participate in all Audit Committee meetings to facilitate Board oversight of compliance risk.			Code of Business Conduct applies to all directors, officers, and employees, with 100% annual certification by officers and employees where permitted by law. 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. Strong adherence to Foundational Principles of Integrity and Ethics, Inclusion and Diversity, and Workplace Respect, while fostering a performance culture based on Honeywell Behaviors. 66% of executive officers are diverse by ethnic background, place of birth (non-U.S.), or gender. No use of corporate funds for political contributions; robust oversight of and transparency into political activities.



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.


Audit	Audit Committee	n	Chair
CGRC	Corporate Governance and Responsibility Committee	n	Member
MDCC	Management Development and Compensation Committee



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.



WHAT WE DO			WHAT WE DON'T DO


Pay for Performance Robust Performance Goals Clawback Policy — Expanded in 2023 to Incorporate Exchange Act Rule 10D-1 and Nasdaq Listing Rules Double Trigger in the Event of a Change in Control (CIC) Maximum Payout Caps for Incentive Plans Robust Stock Ownership Requirements Options Granted at Fair Market Value Independent Compensation Consultant			No Excessive Perks No Guaranteed Annual Salary Increases or Bonuses No Hedging or Pledging No Excise Tax Gross-Ups and No Accelerated Bonus Payments Upon a Change-in-Control No Incentivizing of Short-Term Results to the Detriment of Long-Term Goals and Results No Excessive Risks No Options Repricing No Consultant Conflicts


NEO	Position	Base Salary		Annual Incentive Plan (ICP)(1)		2023-2025 Performance Stock Units(2)		Stock Options(3)		Restricted Stock Units(4)		Total Annual Direct Compensation
Vimal Kapur	Chief Executive Officer		$1,225,000		$2,416,500		$5,020,121		$2,510,104		$2,510,102		$13,681,827
Gregory P. Lewis	SVP and Chief Financial Officer		920,612		1,162,900		2,735,150		1,367,716		1,367,260		7,553,638
Anne T. Madden	SVP and General Counsel		890,546		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 Currier	President and CEO, Aerospace		531,560		700,800		1,694,108		919,053		919,310		4,764,831
Darius Adamczyk	Executive Chairman, Former CEO		1,459,712		2,834,000		9,000,265		$4,500,052		4,499,982		22,294,011



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.



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.


			THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE.


						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.


						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.


						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.


						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.


						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.


						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.


						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.


						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.


						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.


						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.


			Technical expertise: has direct hands-on experience or was a subject-matter expert during his/her career.
			Managerial expertise: expertise derived through direct managerial experience.
			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.


	Female	Male	Non-Binary	Did Not Disclose Gender
PART I: GENDER IDENTITY
Directors	4	8	—	—
PART II: DEMOGRAPHIC BACKGROUND
African American or Black	2	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	1	1	—	—
Hispanic or Latinx	1	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	—	7	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background	—	—	—	—


DARIUS ADAMCZYK EXECUTIVE CHAIRMAN, HONEYWELL INTERNATIONAL INC.

						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.

						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.


WILLIAM S. AYER RETIRED CHAIRMAN AND CHIEF EXECUTIVE OFFICER, ALASKA AIR GROUP, INC.

						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.


KEVIN BURKE RETIRED CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER, CONSOLIDATED EDISON, INC.

						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.


D. SCOTT DAVIS RETIRED CHAIRMAN AND CHIEF EXECUTIVE OFFICER, UNITED PARCEL SERVICE, INC.

						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.


DEBORAH FLINT PRESIDENT AND CHIEF EXECUTIVE OFFICER, GREATER TORONTO AIRPORTS AUTHORITY

						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.


VIMAL KAPUR CHIEF EXECUTIVE OFFICER, HONEYWELL INTERNATIONAL INC.

						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.


MICHAEL W. LAMACH FORMER EXECUTIVE CHAIR, TRANE TECHNOLOGIES PLC

						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.


ROSE LEE PRESIDENT AND CHIEF EXECUTIVE OFFICER, CORNERSTONE BUILDING BRANDS, INC.

						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.