Honeywell International Inc DEF 14A, filed Apr 6, 2023

Honeywell International Inc (HON)

DEF 14A 2023-04-06

View Original

Added on June 12, 2026

About this DEF 14A

Honeywell International Inc filed this DEF 14A on April 6, 2023.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


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 19, 2023

TIME:	10:30 a.m. EDT

PLACE:	www.virtualshareholdermeeting.com/HON2023 The meeting will be held in virtual format only. Please see page 119 of the Proxy Statement for additional details.

RECORD DATE:	Close of business on March 24, 2023


MEETING AGENDA •Election to the Board of Directors of the 11 nominees listed in the Proxy Statement. •An advisory vote to approve frequency of advisory vote to approve executive compensation. •An advisory vote to approve executive compensation. •Approval of the appointment of Deloitte & Touche LLP as independent accountants for 2023. •If properly raised, two shareowner proposals described starting on page 111 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 2022 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, 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/HON2023 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 24, 2023, the record date. 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 6, 2023. By Order of the Board of Directors, VICTOR J. MILLER Vice President, Deputy General Counsel, Corporate Secretary, and Chief Compliance Officer


			LETTER FROM THE LEAD DIRECTOR			1
			NOTICE OF ANNUAL MEETING OF SHAREOWNERS			2
			HONEYWELL PERFORMANCE IN 2022			5
			Honeywell Portfolio			5
			2022 Performance Highlights			6
			Commitment to Sustainability			11
			PROXY SUMMARY			13
			Annual Meeting of Shareowners			13
			Voting Matters			13

			PROPOSAL 1: ELECTION OF DIRECTORS			19
			Director Skills and Qualifications			20
			Board Skill s et Matrix			21
			Commitment to Board Integrity, Diversity, and Independence			22
			Nominees for Election			23
			CORPORATE GOVERNANCE			29
			Shareowner Outreach and Engagement			30
			Board Leadership Structure			32
			Director Independence			34
			Board Practices and Procedures			35
			Board Committees			38
			Board’s Role in Risk Oversight			42
			DIRECTOR COMPENSATION			52
			Elements of Compensation			52
			2022 Director Compensation Table			53
			Director Stock Ownership Guidelines			54

			PROPOSAL 2: ADVISORY VOTE TO APPROVE FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION			55

			PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			56
			COMPENSATION DISCUSSION AND ANALYSIS			57
			Our Named Executive Officers (NEOs)			62
			Our Compensation Program			62
			Compensation Practices and Policies			65
			2022 Compensation Summary			70
			2022 Base Salary Decisions			72
			2022 Annual Incentive Compensation Plan Decisions			72
			2022 Long-Term Incentive Compensation Decisions			78
			Other Compensation and Benefit Programs			85
			Risk Oversight Considerations			86
			Management Development and Compensation Committee Report			88
			EXECUTIVE COMPENSATION TABLES			89
			Summary Compensation Table			89
			O THER C OMPENSATION TABLES			91
			CEO Pay Ratio			104
			Pay V ersu s Performance			105


April 6, 2023 DEAR SHAREOWNERS, For more than 100 years, Honeywell has been creating ready-now solutions that help address some of the world’s most critical challenges in efficiency, safety, security, and productivity. The world has changed in the past several years, and the Company has further stepped up our innovation to provide a portfolio of solutions that industries expect from a leader in global technology and a leader in the energy transition. Last month, we announced that Vimal Kapur will succeed Darius Adamczyk as Chief Executive Officer, effective June 1, 2023, with Darius continuing to serve as Executive Chairman of the Board. This succession plan is the product of a rigorous Board process, and I am confident that our CEO succession planning efforts will position Honeywell for a seamless CEO transition. During his 34-year tenure with Honeywell, Vimal has emerged as a proven leader who exhibits the key leadership qualities and operational expertise to thrive as CEO in a challenging and ever-changing environment. Your Board is confident in Vimal's ability to lead Honeywell into the future, and we collectively have the skillsets, experiences, and perspectives to enable Vimal's continued success.			D. SCOTT DAVIS Lead Director
Your Board is comprised of leaders with extensive global corporate strategy, management, corporate finance, and ESG experience. Honeywell has intentionally refreshed the Board to ensure leadership expertise in areas that are critical to business growth, and to support future value creation. Of note: •Four of 11 directors joined the board in the last four years. •Eight of 11 directors have CEO experience. •Five of 11 directors are ethnically or racially diverse. •The average tenure of the Board is approximately six and a half years. Your Board uses a skills-and-experience matrix to facilitate the review of our directors’ skill alignment to 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 the matrix can serve as an up-to-date tool for identifying director nominees who collectively possess the complementary experience, qualifications, skills, and attributes to guide the Company. In 2022, your Board added two new independent directors — Rose Lee and Robin Watson — who each have significant experience in ESG performance. Given their backgrounds, Rose and Robin bring demonstrated experience in helping to deliver a more sustainable future. Your Board is committed to engaging directly with the Company's shareowners. In the fall of 2022, members of Honeywell's management team held meetings with shareowners representing 33% of shares outstanding, and members of your Board participated in meetings with certain of those shareowners comprising 25% of shares outstanding. I’m honored to serve as Honeywell’s independent Lead Director and have enjoyed both my engagement with shareowners and our continued open dialogue, which help make the Company stronger. Before I close, I’d like to recognize Darius’ outstanding leadership of Honeywell throughout his tenure as CEO. He has been a transformational leader, architecting a differentiated value creation framework that has taken Honeywell’s performance standards to a new level while navigating an unprecedented era of global crisis and uncertainty. Vimal is stepping in to lead a company that has never been better positioned for growth acceleration, and your Board is committed to supporting Vimal as he leads Honeywell toward our next stage of out-performance. I'd also like to remember George Paz, a member of our Board who passed away in 2022. George brought to the Board invaluable insights and contributions over 14 years of service, and he will be greatly missed. Sincerely, D. SCOTT DAVIS Lead Director



PROPOSAL 4: APPROVAL OF INDEPENDENT ACCOUNTANTS	109
Independent Accounting Firm Fees	109
Non-Audit Services	109
Audit Committee Report	110

P ROPOSAL 5: SHAREOWNER PROPOSAL — INDEPENDENT BOARD CHAIRMAN	111
Board Recommendation	111

PROPOSAL 6: ENVIRONMENTAL AND HEALTH IMPACT REPORT	113
Board Recommendation	114

ADDITIONAL INFORMATION	117
Other Business	117	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 57 or in Appendix A.
Certain Relationships and Related Transactions	117
Stock Ownership Information	118
Virtual Annual Meeting	119
Notice and Access	120
Voting Procedures	120
Shareowner Proposals and Board Nominees	122
Where Shareowners Can Find More Information	124
APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES	125
RECENT AWARDS	131



PERFORMANCE MATERIALS AND TECHNOLOGIES	AEROSPACE	SAFETY AND PRODUCTIVITY SOLUTIONS	HONEYWELL BUILDING TECHNOLOGIES
Process technologies, automation solutions, advanced materials, and industrial software that are enabling a more sustainable world, including low-GWP molecules and biofuels for aviation	Solutions to make air travel safer, more efficient, and more environmentally responsible, including urban air mobility solutions and flight efficiency software	Solutions that improve productivity, workplace safety, and asset performance, including a wide range of warehouse automation 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


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


Cumulative one-year TSR is more than five times the Compensation Peer Group median return			Cumulative five-year TSR exceeded the Compensation Peer Group median by a multiple of 1.2x			Cumulative 10-year TSR exceeded the Compensation Peer Group median by a multiple of 1.7x


LONG-TERM TARGETS	TARGETS FROM INVESTOR DAY

Sales Growth	2019 3% – 5% Organic Growth	2022 4% – 7% Organic Growth


Segment Margin Expansion	30 – 50 bps per Year	40 – 60 bps per Year


Free Cash Flow Margin	No Prior Target	Mid-Teens Percent of Sales



Capital Deployment	No Prior Target	Deploy at Least $25B from 2022 - 2024


In 2021, we revitalized our best-in-class operating system to further enhance the way we manage, govern, and operate the business day-to-day. Honeywell Accelerator's expanded tools and capabilities were designed to provide a centralized source of best practices and training materials, taking us to the next level of performance and accelerating our transformation into a software-industrial company. The operating system spans the entire enterprise, including all business units and functions, and is a framework that enables us to deliver superior products and services to our customers. Accelerator allows us to onboard new employees substantially faster and enables employees to manage their own career development proactively. When Vimal Kapur was named President and Chief Operating Officer in 2022, one of his primary goals was to further improve the Accelerator operating system. Under Vimal's leadership, we are innovating further to expand the benefits seen across the organization through the implementation of our Global Design Model (GDM) process. The GDM process uses Accelerator to facilitate knowledge transfer by helping the businesses capture their best practices and distribute them to similar business units across our portfolio, creating unified cross-Honeywell business models. GDMs also enable company-wide end-to-end digital transformation, allowing us to accelerate our top- and bottom-line growth simultaneously.



CARBON NEUTRALITY BY 2035 AND COMMITMENT TO ALIGN WITH SBTi			•Committed to be carbon neutral in Honeywell's operations and facilities by 2035. •Member of the U.S. Department of Energy's Better Climate Challenge, under which we will reduce our U.S. Scope 1 and 2 emissions by 50% from a 2018 baseline no later than 2030. •Committed to set a science-based target in line with Science Based Targets initiative (SBTi) protocols that includes Scope 3 emissions. •Committed to address Scope 3 indirect emissions, including through partnerships with industry leaders to identify and implement best practices. •Reduction being driven through Honeywell Accelerator, the Company's end-to-end operating system. •Multifaceted approach, including energy savings projects, conversion to renewable energy sources, capital improvement projects, and the deployment of ready now sustainable solutions we have innovated.


10-10-10 GOALS BY 2024			•Reduce global Scope 1 and Scope 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. •On track to meet or exceed 10-10-10 commitments by 2024.


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. •165 million gallons of water saved in water-stressed regions since 2013 from 185+ projects. •Safety record >4x better than the weighted average TCIR of the industries in which Honeywell operates. •6,300 sustainability projects since 2010, with more than $100M in annualized savings.


ESG-ORIENTED SOLUTIONS			•Decades-long history of innovation to help customers meet their ESG-oriented goals. •~60% of 2022 new product research and development investment was directed toward ESG-oriented outcomes. •>60% of 2022 sales were from offerings that contribute to ESG-oriented outcomes. •Use of Honeywell Solstice® technology has helped avoid the potential release of the equivalent of more than 326 million metric tons of CO2e into the atmosphere. •Sustainable Technologies Solutions business established to develop innovative offerings that pave the way for a lower carbon economy and other critical environmental concerns. •Sustainable Building Technologies business established to advance technologies and services that enable sustainability through carbon reduction, emphasis on indoor air quality and occupant health, power management, and energy storage and usage. •Honeywell Forge Sustainability+ solution for carbon emissions monitoring and optimization to help customers reduce greenhouse gas emissions and meet carbon reduction goals.


TIME AND DATE			May 19, 2023, 10:30 a.m. EDT

PLACE			The meeting will be held in virtual format only. Please visit www.virtualshareholdermeeting.com/HON2023

RECORD DATE			Shareowners as of March 24, 2023, are entitled to vote.

ADMISSION			To attend the virtual Annual Meeting of Shareowners 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	19
No. 2	Advisory Vote to Approve Frequency of Advisory Vote on Executive Compensation	FOR "1 YEAR"	55
No. 3	Advisory Vote to Approve Executive Compensation	FOR	56
No. 4	Approval of Independent Accountants	FOR	109
No. 5	Shareowner Proposal — Independent Board Chairman	AGAINST	111
No. 6	Shareowner Proposal — Environmental and Health Impact Report	AGAINST	113


3-YEAR CAPITAL DEPLOYMENT*			3-YEAR RETURN ON INVESTED CAPITAL



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 Chief Executive Officer and Chief Operating 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 refresh of Corporate Governance Guidelines to ensure alignment with best practices. Director stock ownership guidelines require equity holdings of at least 5x annual cash retainer.


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. Combined Corporate Secretary and Chief Compliance Officer roles 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. 60% 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 11 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	n	Chair
CGRC	Corporate Governance and Responsibility Committee	n	Member
MDCC	Management Development and Compensation Committee



PROPOSAL 2	ADVISORY VOTE TO APPROVE FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION	FOR "1 YEAR"

•Approve, on an advisory basis, that there will be an advisory vote every year on the compensation of the Company's Named Executive Officers.



PROPOSAL 3	ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	FOR

•Approve, on an advisory basis, the compensation of the Company's Named Executive Officers. •Honeywell's executive compensation program appropriately aligns executive compensation with Company and individual performance. •The Management Development and Compensation Committee does not intend to make any further adjustments to in-flight performance plans.


WHAT WE DO			WHAT WE DON'T DO

Pay for Performance Robust Performance Goals Clawback Policy 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)			2022-2024 Performance Stock Units(2)			Stock Options(3)			Restricted Stock Units(4)			Total Annual Direct Compensation
Darius Adamczyk(5)	Chairman and CEO		$	1,700,000		$	3,736,600		$	8,004,052		$	5,597,460		$	2,390,472		$	21,428,584
Gregory P. Lewis	SVP and Chief Financial Officer		881,754			1,064,300			2,433,536			1,693,116			720,936			6,793,642
Vimal Kapur(5)	President and COO		867,596			1,206,100			2,958,436			2,063,137			869,199			7,964,468
Anne T. Madden	SVP and General Counsel		896,121			1,126,100			2,433,536			1,693,116			720,936			6,869,809
Lucian Boldea	President and CEO, Performance Materials and Technologies		184,615			832,000			1,700,045			1,190,024			510,038			4,416,722



PROPOSAL 4	APPROVAL OF INDEPENDENT ACCOUNTANTS	FOR

•Approve Deloitte & Touche LLP (Deloitte) as independent accountants for Honeywell to audit its consolidated financial statements for 2023 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 5	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 continues to believe 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. •Under the Company's Corporate Governance Guidelines, the Board retains the flexibility to separate the Chairman and CEO roles, if and when the Board believes that a separation will improve our performance or better serve our shareowners. •In 2019, the Board formalized the leadership role of the independent Lead Director so that it is equivalent to that of an independent Chairman, providing for an effective counterweight when the Chairman is not an independent director. •Honeywell's Board has a long-standing track record of effective decision-making with respect to deciding whether and when to separate or combine the CEO and Chairman roles. Since the Board re-combined the roles of CEO and Chairman under Mr. Adamczyk's leadership through December 31, 2022, Honeywell has experienced total shareowner return of 66%, outperforming the compensation peer median by a multiple of 1.7x and the S&P 500 by a multiple of 1.2x. •When Mr. Kapur replaces Mr. Adamczyk as CEO on June 1, 2023, Mr. Adamczyk will become Executive Chairman, and the CEO and Chairman roles will be separated at that time. The Board will assess the strategic needs of the Company when determining whether to re-combine the roles or appoint an independent Chairman upon Mr. Adamczyk's retirement as Executive Chairman. An independent Lead Director will be maintained whenever the Chairman is not an independent director.



PROPOSAL 6	SHAREOWNER PROPOSAL — ENVIRONMENTAL AND HEALTH IMPACT REPORT	AGAINST

•Shareowner proposal requesting that the Board conduct an evaluation and issue a report on Honeywell's efforts to identify and reduce heightened environmental and health impacts from the Company's operations on communities of color and low-income communities. •Honeywell's Board opposes the shareowner proposal because the Company has issued a report that substantially complies with the proposal — the report is available at investor.honeywell.com (see “ESG/ESG Information”).


			THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RE-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 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 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	7	—	—
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	—	6	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background	—	—	—	—


DARIUS ADAMCZYK CHAIRMAN AND CHIEF EXECUTIVE OFFICER, HONEYWELL INTERNATIONAL INC.

						BACKGROUND •Chairman and Chief Executive Officer of Honeywell International Inc. since April 2018. •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: 6 Age: 57 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. •Strategic leadership skills necessary to grow Honeywell sales organically and inorganically while meeting the challenges of a constantly changing environment across Honeywell’s diverse business portfolio.


DUNCAN 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: 5 Age: 56 COMMITTEES: •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: 8 Age: 68 COMMITTEES: •Corporate Governance and Responsibility (Chair) •Management Development and Compensation 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: 13 Age: 72 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 1, 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 with UPS, primarily in the finance and accounting areas. •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. •Previously served on the Board of Directors of the Federal Reserve Bank of Atlanta 2003-2009, and served as Chairman in 2009.

Years of Service: 17 Age: 71 Lead Director COMMITTEES: •Audit (Chair) •Corporate Governance and Responsibility (ex officio) •Management Development and Compensation (ex officio) 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 financial 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: 3 Age: 55 COMMITTEES: •Corporate Governance and Responsibility 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 PRESIDENT AND CHIEF OPERATING OFFICER, HONEYWELL INTERNATIONAL INC.

						BACKGROUND •President and Chief Operating Officer of Honeywell International Inc. since July 2022. •Elected to the Company's Board of Directors in March 2023 and will succeed Mr. Adamczyk as Chief Executive Officer on June 1, 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: 0 Age: 57 OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS*: •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 34-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.