DEF 14A of Honeywell International Inc, Mar 15, 2022

DEF 14A of Honeywell International Inc

Filed Mar 15, 2022 · FY20210000773840-22-000024

Open on EDGAR

  1. Board Diversity Matrix (effective April 25, 2022)

    Board Diversity Matrix (effective April 25, 2022) Total Number of Directors 10

  2. Board Diversity Matrix (effective April 25, 2022)

    | | Female | Male | Non-Binary | Did Not Disclose Gender | | PART I: GENDER IDENTITY | | | | | | Directors | 4 | 6 | — | — | | PART II: DEMOGRAPHIC BACKGROUND | | | | | | African American or Black | 2 | — | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | 1 | — | — | — | | Hispanic or Latinx | 1 | 1 | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | — | 5 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | — | — | — | | Did Not Disclose Demographic Background | — | — | — | — |

  3. Board Diversity Matrix (effective April 25, 2022)

    | 20 | | Notice and Proxy Statement | 2022 |

  4. Board Diversity Matrix (effective April 25, 2022)

    NOMINEES FOR ELECTION

  5. Board Diversity Matrix (effective April 25, 2022)

    | | | | | | 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. | | | DARIUS ADAMCZYK Chairman and Chief Executive Officer, Honeywell International Inc. Years of Service: 5 Age: 56 | | | | | 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. | |

  6. Board Diversity Matrix (effective April 25, 2022)

    | | | | | | Background •Managing Partner of Arcspring LLC, a next-generation private equity firm that combines capital, technology, operational expertise, and design-thinking to unlock exponential growth, since 2019. •Was 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. Infor’s software is purpose-built for specific industries, from manufacturing to healthcare, providing complete suites that are designed to support end-to-end business processes and digital transformation. •Served as the 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. | | | DUNCAN B. ANGOVE Managing Partner, Arcspring LLC Years of Service: 4 Age: 55 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. | |

  7. Board Diversity Matrix (effective April 25, 2022)

    | Notice and Proxy Statement | 2022 | | 21 |

  8. Board Diversity Matrix (effective April 25, 2022)

    | | | | | | 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. | | | WILLIAM S. AYER Retired Chairman and Chief Executive Officer, Alaska Air Group, Inc. Years of Service: 7 Age: 67 Committees: •Corporate Governance and Responsibility (Chair, effective April 25, 2022) •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. | |

  9. Board Diversity Matrix (effective April 25, 2022)

    | | | | | | 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. | | | KEVIN BURKE Retired Chairman, President, and Chief Executive Officer, Consolidated Edison, Inc. Years of Service: 12 Age: 71 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. | |

  10. Board Diversity Matrix (effective April 25, 2022)

    | 22 | | Notice and Proxy Statement | 2022 |

  11. Board Diversity Matrix (effective April 25, 2022)

    | | | | | | 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, serving as Chairman in 2009. | | | D. SCOTT DAVIS Retired Chairman and Chief Executive Officer, United Parcel Service, Inc. Years of Service: 16 Age: 70 Lead Director Committees: •Audit •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. | | | •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. | |

  12. Board Diversity Matrix (effective April 25, 2022)

    | | | | | | 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. | | | DEBORAH FLINT President and Chief Executive Officer, Greater Toronto Airports Authority Years of Service: 2 Age: 54 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. | |

  13. Board Diversity Matrix (effective April 25, 2022)

    | Notice and Proxy Statement | 2022 | | 23 |

  14. Board Diversity Matrix (effective April 25, 2022)

    | | | | | | Background •President, Chief Executive Officer and board member of Cornerstone Building Brands, a leading manufacturer of exterior building products in North America, since September 2021. •Served as President of the 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. | | | ROSE LEE President and Chief Executive Officer Cornerstone Building Brands Years of Service: 0 Age: 56 Committees: •Management Development and Compensation (effective April 25, 2022) | | | | | Other Current Public Company Boards: •Cornerstone Building Brands | Past Public Company Boards: •Crown Holdings 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. | |

  15. Board Diversity Matrix (effective April 25, 2022)

    | | | | | | Background •Served as Vice President, Global Quality of General Motors (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. | | | GRACE D. LIEBLEIN Former Vice President-Global Quality, General Motors Corporation Years of Service: 9 Age: 61 Committees: •Management Development and Compensation (Chair) •Corporate Governance and Responsibility | | | | | Other Current Public Company Boards: •Southwest Airlines Co. •American Tower Corporation | Past Public Company Boards: •None | | | 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. | |

  16. Board Diversity Matrix (effective April 25, 2022)

    | 24 | | Notice and Proxy Statement | 2022 |

  17. Board Diversity Matrix (effective April 25, 2022)

    | | Background •Served as Chairman of the Board of Express Scripts Holding Company (Express Scripts), a pharmacy benefit management company, from May 2006 until its acquisition by Cigna in December 2018, as Chief Executive Officer from April 2005 to May 2016, and as President from October 2003 to February 2014. •First became a director of Express Scripts in January 2004. •Joined Express Scripts as Senior Vice President and Chief Financial Officer in January 1998 and continued to serve as its Chief Financial Officer following his election as President until April 2004. •A Certified Public Accountant. •Previously served on the Board of Directors of the Federal Reserve Bank of St. Louis, Missouri. | | | GEORGE PAZ Retired Chairman and Chief Executive Officer, Express Scripts Holding Company Years of Service: 13 Age: 66 Committees: •Audit (Chair) •Corporate Governance and Responsibility •Management Development and Compensation (effective April 25, 2022) | | | | | Other Current Public Company Boards: •Prudential Financial, Inc. | Past Public Company Boards: •Express Scripts Holding Company | | | Specific Qualifications, Attributes, Skills, and Experience | | | | •Significant management and finance experience gained through senior leadership positions at Express Scripts. •Financial expertise, including in tax, financial reporting, accounting, and controls. •Information technology, data privacy, and cyber expertise in the healthcare and pharmaceutical industries and a strong track record of developing automated solutions in the healthcare marketplace. •Developed technologies for adjudication, compliance, prior authorization, and safety standards in healthcare. •Extensive experience in corporate finance, insurance and risk management, mergers and acquisitions, capital markets, government regulation, and employee health benefits. | |

  18. Board Diversity Matrix (effective April 25, 2022)

    | | 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. | | | ROBIN L. WASHINGTON Former Executive Vice President and Chief Financial Officer, Gilead Sciences, Inc. Years of Service: 9 Age: 59 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, 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. | |

  19. Board Diversity Matrix (effective April 25, 2022)

    | Notice and Proxy Statement | 2022 | | 25 |

  20. Board Diversity Matrix (effective April 25, 2022)

    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 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. The following timeline summarizes the evolution of the Board’s corporate governance practices.

  21. Board Diversity Matrix (effective April 25, 2022)

    | History of proactively responding to shareowner feedback to ensure best-in-class governance, compensation, and disclosure practices |

  22. Board Diversity Matrix (effective April 25, 2022)

    | Year | Enhancement | | 2016 | •Published Supplier Code of Business Conduct •Initiated significant changes to our executive compensation program in response to shareowner feedback | | 2017 | •Amended Corporate Governance Guidelines to improve board refreshment •Instituted formal Board skills and experience matrix | | 2018 | •Nominated a new director for election to the Board by our shareowners under an enhanced recruitment process •Reduced ownership threshold to call a special meeting of shareowners from 20% to 15% | | 2019 | •Adopted executive approval requirements to increase oversight of trade association memberships and 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 and responsibilities •Amended committee charters to formalize areas of risk oversight responsibility |

  23. Board Diversity Matrix (effective April 25, 2022)

    | Year | Enhancement | | 2020 | •Enhancements to political contributions disclosure, including disclosure of >$50K trade association memberships •ESG reporting in-line with SASB and TCFD •Proactive refreshment of Board composition and leadership •Established a bi-partisan Political Contributions Advisory Board to ensure alignment of HIPAC political contributions with company values | | 2021 | •Adopted requirement to interview diverse candidates prior to selecting new directors •Assigned responsibility for oversight of overall ESG performance, strategy, and risks to the Corporate Governance and Responsibility Committee •ESG considerations integrated into enterprise risk management framework •Appointed Chief Sustainability Officer, Chief Inclusion and Diversity Officer, and General Counsel for ESG | | 2022 | •ESG added to Board Skill Set Matrix as a new strategic skill •Political Contributions Advisory Board mandate expanded to include review of trade association memberships and alignment with sustainability objectives •Commitment to publicly disclose the Company's EEO-1 Report annually |

  24. Board Diversity Matrix (effective April 25, 2022)

    | Comprehensive Governance and Disclosure Practices |

  25. Board Diversity Matrix (effective April 25, 2022)

    | 26 | | Notice and Proxy Statement | 2022 |

  26. Board Diversity Matrix (effective April 25, 2022)

    SHAREOWNER OUTREACH AND ENGAGEMENT Understanding the issues that are important to 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.

  27. Board Diversity Matrix (effective April 25, 2022)

    | SHAREOWNER ENGAGEMENT IN 2021 Shareowner engagement during 2021 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 held 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 Lead Director, CGRC Chair, or the MDCC Chair, participate in many of these meetings to discuss a range of environmental, social, and governance (ESG) matters, including executive compensation, corporate governance, and sustainability. | In addition, the Company’s Chairman and Chief Executive Officer, Chief Financial Officer, and other executive officers hosted >100 one-on-one or small group shareowner meetings to discuss business performance, strategy, end-markets, and overall competitive landscape while seeking shareowner feedback. |

  28. Board Diversity Matrix (effective April 25, 2022)

    | | 60 | | | shareowners received invitations to participate in one-on-one dialogue focused on ESG matters, representing 56% of outstanding shares | | | 27 | | | one-on-one meetings with shareowners to discuss ESG matters, representing 29% of outstanding shares | | | 7 | | | one-on-one shareowner meetings hosted by our Lead Director or MDCC Chair to discuss ESG matters, representing 20% of outstanding shares |

  29. Board Diversity Matrix (effective April 25, 2022)

    | Notice and Proxy Statement | 2022 | | 27 |

  30. Board Diversity Matrix (effective April 25, 2022)

    | 2021 SHAREOWNER ENGAGEMENT FOCUS AREAS In 2021, conversations with shareowners focused on the following key areas: •Honeywell’s well-positioned and diversified portfolio and the long-term value drivers for the businesses. •Ability to execute on priorities during the downturn and position Honeywell for growth during global recovery from the COVID-19 pandemic. •Honeywell’s performance culture, including its commitment to the fundamental principles of Integrity and Ethics, Inclusion and Diversity, and Workplace Respect, and the importance of the Honeywell Behaviors. •Honeywell’s governance practices, including its executive compensation program and Board composition, diversity, and refreshment. •Honeywell’s compensation actions related to the pandemic, including salary reductions, cancellation of merit increases in 2020, and an adjustment to the 2020-2022 Performance Plan, as fully disclosed in the 2021 proxy statement. •Honeywell’s commitment to proactively addressing environmental and social risks and opportunities through a robust sustainability governance framework. •Honeywell’s continued investment in developing solutions that improve environmental and social outcomes for customers and communities. •Corporate citizenship through Honeywell Hometown Solutions and our STEM education, inclusion and diversity, and humanitarian relief initiatives. •Political engagement and our disclosure of political lobbying expenditures and trade association memberships. | | ■ | | SHAREOWNER FEEDBACK Honeywell’s shareowners welcomed the Company’s level of outreach and expressed appreciation for engagement and responsiveness to shareowner concerns. Below is a summary of the feedback received: •Carbon Neutrality. Honeywell’s legacy of greenhouse gas emissions reduction provides significant credibility; interest in capital allocation, interim goals, use of carbon offsets, and plans for achieving carbon neutrality by 2035. •ESG. Continued interest in ESG initiatives and the Board's role in ESG strategy and oversight. •Inclusion & Diversity. Praise for Honeywell programs and processes (especially our diversity of slate requirement). •COVID-19 Impact. High marks received for our continued innovation during the COVID-19 pandemic and for our continued support of employees and communities. Shareowners viewed the pandemic-related compensation actions as appropriate under the circumstances, with recognition that that adverse pandemic-related impacts on incentive plans was not unique to Honeywell and that thoughtful recalibrations were appropriate in industries hardest hit by the pandemic. |

  31. Board Diversity Matrix (effective April 25, 2022)

    BOARD LEADERSHIP STRUCTURE

  32. ANNUAL COMPENSATION

    | Board Cash Retainer | •Paid in quarterly installments. | $100,000 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). | $20,000 per annum | (or $40,000 per annum for the Audit 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 | | | 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 $115,000, of which $65,000 is in the form of Restricted Stock Units (RSUs) and $50,000 is the form of options to purchase shares of common stock at a price per share equal to the fair market value of a share of common stock on the date of grant (stock options), which is the date of the Annual Meeting of Shareowners. •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. •Stock options vest in equal annual installments on each of the April 15th immediately preceding the first, second, third, and fourth years anniversaries of the grant date, or, if earlier, on the earliest of (i) the director’s termination of service due to death or disability, (ii) the director’s retirement from the Board at or after mandatory retirement age (currently age 75), (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. | | |

  33. COMPENSATION UPON ELECTION TO BOARD

    | 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 | $125,000 | $50,006 | $— | $4 | $345,010 | | William S. Ayer | $180,000 | $125,000 | $50,006 | $— | $25,004 | $380,010 | | Kevin Burke | $175,000 | $125,000 | $50,006 | $— | $25,004 | $375,010 | | D. Scott Davis | $235,000 | $125,000 | $50,006 | $8,051 | $520 | $418,577 | | Linnet F. Deily (7) | $116,566 | $60,000 | $— | $— | $25,219 | $201,785 | | Deborah Flint | $170,000 | $125,000 | $50,006 | $— | $1,040 | $346,046 | | Judd Gregg | $203,297 | $125,000 | $50,006 | $— | $28,996 | $407,299 | | Clive Hollick (7) | $102,912 | $60,000 | $— | $8,894 | $8,187 | $179,993 | | Grace D. Lieblein | $200,000 | $125,000 | $50,006 | $— | $25,004 | $400,010 | | Raymond Odierno (7) | $170,000 | $125,000 | $50,006 | $— | $25,004 | $370,010 | | George Paz | $225,000 | $125,000 | $50,006 | $— | $29,013 | $429,019 | | Robin L. Washington | $175,000 | $125,000 | $50,006 | $— | $25,004 | $375,010 |

  34. COMPENSATION UPON ELECTION TO BOARD

    (1)Includes all cash fees earned, whether paid in cash or deferred under the Deferred Compensation Plan for Non-Employee Directors.

  35. COMPENSATION UPON ELECTION TO BOARD

    | Notice and Proxy Statement | 2022 | | 47 |

  36. COMPENSATION UPON ELECTION TO BOARD

    (2)The following table reflects all outstanding stock awards and option awards held at December 31, 2021, by each of the listed individuals:

  37. COMPENSATION UPON ELECTION TO BOARD

    | Director Name | Outstanding Option Awards | | Outstanding Stock Awards | | Outstanding Deferred Comp Plan (Non-Elective) | | | Mr. Angove | | 8,118 | | 3,988 | | 1,518 | | Mr. Ayer | | 17,565 | | 599 | | 3,603 | | Mr. Burke | | 23,285 | | 599 | | 10,518 | | Mr. Davis | | 20,133 | | 599 | | 19,929 | | Ms. Flint | | 5,156 | | 472 | | 730 | | Sen. Gregg | | 23,285 | | 599 | | 7,896 | | Ms. Lieblein | | 20,133 | | 599 | | 5,631 | | Gen. Odierno | | 4,232 | | — | | — | | Mr. Paz | | 26,357 | | 599 | | 13,322 | | Ms. Washington | | 20,133 | | 599 | | 5,109 |

  38. COMPENSATION UPON ELECTION TO BOARD

    (3)The amounts set forth in this column represent the aggregate grant date fair value of Restricted Stock Unit awards plus $60,000 in common stock equivalents credited to each director’s account in the Deferred Compensation Plan for Non-Employee Directors. The fair value of the annual Restricted Stock Unit award was computed in accordance with FASB ASC Topic 718 using the average of the high and low of the Company’s stock price on the day of grant. Stock awards of 290 shares were made to Non-Employee Directors in May 2021 with a value of $224.14 per share. Ms. Deily and Mr. Hollick did not receive a Restricted Stock Unit award in 2021 as a result of their retirement from the Board prior to the grant date. (4)The amounts set forth in this column represent the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. Option awards of 1,411 shares were made to non-employee directors in May 2021 with a Black-Scholes value of $35.44 per share. A more detailed discussion of the assumptions used in the valuation of option awards made in fiscal year 2021 may be found in Note 15 of the Notes to the Financial Statements in the Company’s Form 10-K for the year ended December 31, 2021. Ms. Deily and Mr. Hollick did not receive a stock option award in 2021 as a result of their retirement from the Board prior to the grant date. (5)Amounts included in this column reflect above-market earnings on deferred compensation from pre-2006 deferrals. Amounts invested in cash under the Deferred Compensation Plan for Non-Employee Directors are credited with the same rate of interest that applies to executives under the Honeywell Salary and Incentive Award Deferral Plan for Selected Employees. Deferrals for the 2006 plan year and later earn a rate of interest, compounded daily, based on the Company’s 15-year cost of borrowing. This rate is subject to change annually and was 1.74% for 2021. Deferrals for the 2005 plan year earn a rate of interest, compounded daily, which was set at an above-market rate before the beginning of the plan year and is subject to change annually. Deferrals for the 2004 plan year and prior plan years earn a rate of interest, compounded daily, that was set at an above-market rate before the beginning of each plan year. This rate is fixed until the deferral is distributed. (6)Includes amounts described in “Charitable Match” and “Other Benefits” above and a $25,000 charitable donation made in Gen. Odierno's name upon his death. (7)Ms. Deily and Mr. Hollick retired from the Board in 2021. Gen. Odierno passed away in 2021. STOCK OWNERSHIP GUIDELINES

  39. COMPENSATION UPON ELECTION TO BOARD

    | Director stock ownership guidelines have been adopted under which each non-employee director, while serving as a director of Honeywell, must hold common stock (including shares held personally, RSUs, and/or common stock equivalents) with a market value of at least five times the annual cash retainer (or $500,000). Directors have five years from election to the Board to attain the prescribed ownership threshold. All current directors (other than Ms. Flint who joined the Board in October 2019 and Ms. Lee who joined the Board in January 2022) have attained the prescribed ownership threshold. In addition, directors must hold net gain shares from option exercises for one year. “Net gain shares” means the number of shares obtained by exercising the option, less the number of shares the director sells to cover the exercise price of the options and pay applicable taxes. | On average, Honeywell non-employee directors held, as of December 31, 2021, common stock with a market value of 43x the annual cash retainer, reflecting their deep commitment to shareowner value creation. |

  40. COMPENSATION UPON ELECTION TO BOARD

    | 48 | | Notice and Proxy Statement | 2022 |

  41. PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

    | 2021 Long-Term Incentive Compensation Decisions | 65 | | Total LTI Value | 66 | | 2021-2023 Performance Plan Awards | 66 | | 2020-2022 Performance Plan | 69 | | 2019-2021 Performance Plan Assessment | 70 | | Stock Options | 73 | | Restricted Stock Units | 74 | | Other Compensation and Benefit Programs | 74 | | Retirement Plans | 74 | | Nonqualified Deferred Compensation Plans | 74 | | Benefits and Perquisites | 74 | | Risk Oversight Considerations | 75 | | Stock Ownership Guidelines | 75 | | Named Executive Officers' Stock Ownership | 76 | | Recoupment/Clawback | 76 | | Tax Deductibility of Executive Compensation | 77 | | Pledging and Hedging Transactions in Company Securities | 77 | | Management Development and Compensation Committee Report | 77 |

  42. Non-GAAP Financial Measures

    | Other Definitions | | | Peer Median Reflects Compensation Peer Group Median Peer Median Net Income, EPS Reflect Adjusted (Non-GAAP) Results Adjusted Net Income Before Interest = Adjusted Net Income + After-Tax Interest* Net Investment = Book Value of Equity + Total Debt * Interest expense tax effected for effective tax rates. | ROIC = Adjusted Net Income Before Interest1 ÷ Net Investment (2-Point Average) ROE = Adjusted Net Income ÷ Total Shareowner Equity (2-Point Average) ROI = Adjusted Net Income Before Interest* ÷ (Total Shareowner Equity + Net Debt) ROA = Adjusted Net Income ÷ Total Assets (2-Point Average) |

  43. Non-GAAP Financial Measures

    | WHAT WE DO | WHAT WE DON’T DO | | Pay for Performance. We closely align pay and performance, with a significant portion of target total direct compensation at-risk. The Management Development and Compensation Committee (MDCC) validates this alignment annually and ensures performance-based compensation represents a significant portion of executive compensation. Robust Performance Goals. We establish clear and measurable goals and targets and hold our executives accountable for achieving specified levels to earn a payout under our incentive plans. We use different sets of operational metrics for the annual cash incentive plan (ICP) and performance-based long-term incentives (LTI) to drive top and bottom-line growth over multiple time frames, aligned with sustained long-term performance. Clawback Practices. We maintain a policy that allows for recoupment of incentive compensation in the event of misconduct and a significant financial restatement or if an executive leaves the Company to join a competitor. Double Trigger in the Event of a Change in Control (CIC). We have double trigger vesting on equity and severance for CIC; executives will not receive cash severance nor will equity vest in the event of a CIC unless accompanied by qualifying termination of employment. Maximum Payout Caps for Incentive Plans. ICP and Performance Plan payouts are capped. Robust Stock Ownership Requirements. We require executive officers to hold meaningful amounts of stock and require them to hold net shares for one year from exercise or vesting. Options Granted at Fair Market Value (FMV). Annual stock options awarded to all executives (including the NEOs) are approved by the MDCC on the same day, with an exercise price no less than the fair market value of Honeywell's common stock on the date of grant. Independent Compensation Consultant. The MDCC retains an independent compensation consultant to review and advise the MDCC on executive compensation matters. The independent consultant attends all MDCC meetings. | No Excessive Perks. We do not provide perquisites except in cases where there is a compelling business or security reason, nor do we provide tax gross-ups for officers, other than in connection with a Company-required relocation. No Guaranteed Annual Salary Increases or Bonuses. Annual salary increases are based on evaluations of individual performance and the competitive market. In addition, we do not provide guarantees on bonus payouts. No Hedging or Pledging. We do not allow hedging or pledging of our stock. No Excise Tax Gross-Ups and No Accelerated Bonus Payments Upon a CIC. Excise tax gross-ups have been eliminated for all executive officers. Plans provide that ICP awards earned in the year of a CIC would be paid at the time they would typically be paid based on business performance rather than at target. No Incentivizing of Short-Term Results to the Detriment of Long-Term Goals and Results. Pay mix is heavily weighted toward long-term incentives aligned with the interests of shareowners. No Excessive Risks. Compensation practices are appropriately structured and avoid incentivizing employees to engage in excessive risk-taking. No Options Repricing. We prohibit repricing (reduction in exercise price or exchange for cash or other consideration) or reloading of stock options. No Consultant Conflicts. Under the MDCC’s established policy, the compensation consultant cannot provide any other services to Honeywell without the MDCC’s approval. Regular independence reviews are conducted. |

  44. PHILOSOPHY AND APPROACH

    PHILOSOPHY AND APPROACH Honeywell’s executive compensation program creates long-term shareowner value through four key objectives: •Attract and Retain World-Class Leadership Talent with the skills and experience necessary to develop and execute business strategies, drive superior financial results, and nimbly adapt and react to constantly evolving end-market conditions in an enterprise with the Company’s scale, breadth, complexity, and global footprint. •Emphasize Variable, At-Risk Compensation with an appropriate balance of near-term and long-term objectives that align executive and shareowner interests. •Pay for Superior Results and Sustainable Growth by rewarding and differentiating among executives based on the achievement of enterprise, business unit, and individual objectives as well as efforts to advance Honeywell’s long-term growth initiatives. •Manage Risk Through Oversight and Compensation Program Design Features and Practices that balance short-term and long-term incentives, are not overly leveraged, and cap maximum payments. Decision-making over executive compensation rests with the MDCC, which holds five regularly scheduled meetings each year (six meetings held in 2021). Specific topics may be covered in a separate meeting from time to time. Each meeting includes an executive session comprised solely of independent directors, and those meetings are attended by the MDCC’s independent compensation consultant. Meeting agendas contain items proposed by either management or the MDCC members. In carrying out its responsibilities, the MDCC balances a number of important considerations, including: •The importance of aligning pay with Company and individual performance. •The need to attract, retain, and reward executives with a proven track record of delivering consistent financial and operating results and driving “seed-planting” initiatives that will create sustainable long-term shareowner value. •The complex multi-industry and global nature of Honeywell’s businesses and the importance of growth outside of the United States for future success. •The importance of maintaining and executing on a thorough and rigorous succession planning process. Key factors that shape the MDCC’s overall assessment of performance and appropriate levels of compensation include: •Operational and financial performance for the entire corporation and the relevant business units. •Aggressiveness of each executive’s financial and operating goals and targets. •Business/macroeconomic conditions impacting the industries in which Honeywell’s businesses operate. •Execution against strategic initiatives and the impact of investments that will benefit financial performance in future years. •Each executive’s long-term leadership potential and associated retention risk. •The senior executive development and succession plan. •Total shareowner return (TSR). •Trends and best practices in executive compensation. •Peer group comparisons, including performance, pay levels, and related practices. The MDCC reviews these factors over various time periods to ensure a strong linkage between pay and performance. At each of its meetings, the MDCC reviews four-year NEO compensation history for each element of total annual direct compensation, as well as projected payments under Honeywell’s retirement and deferred compensation plans, to provide historical context and an understanding of how current compensation decisions may affect future wealth accumulation and executive retention. On an annual basis, the MDCC reviews information provided by its independent compensation consultant regarding compensation paid to similarly situated executive officers at Compensation Peer Group companies as a point of reference. Similarly, third-party survey data or published reports may be utilized as a general indicator of relevant market conditions. The MDCC does not target a specific competitive position relative to the market in making its compensation determinations. Honeywell’s senior executives are recognized as industry leaders with backgrounds, depth of experience, and management skills that are highly attractive to competitors. The MDCC prefers to address critical retention and succession risks through the existing compensation program. When appropriate, however, the MDCC may approve other compensation actions or program adjustments that it believes are in the best interest of the Company and its shareowners to ensure the appropriate alignment of pay with performance, strengthen the succession plan, and guard against the loss of key talent.

  45. PROGRAM DESIGN AND LINK TO BUSINESS STRATEGY AND PERFORMANCE

    | | | | | Link to Strategy and Performance | Target Compensation Mix | | | | | Element | Description | | CEO | Other NEOs | | | | 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. | | | | | | Annual Incentive Compensation Plan (ICP) | 80% based on formulaic determination against pre-established financial metrics. 20% based on assessment of individual performance. | To motivate and reward executives for achieving annual corporate, business unit, and functional goals in key areas of financial and operational performance. | | | | | | Performance Stock Units (PSUs) (2021-2023) | •CEO and entire Leadership Team*: 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 pays based on three-year return from stock price appreciation and dividends vs. the Compensation Peer Group. | | | | | | Stock Options | •CEO and entire Leadership Team*: 35% 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. | | | | | | Restricted Stock Units (RSUs) | •CEO and entire Leadership Team*: 15% of annual LTI | Strengthens key executive retention over relevant time periods to ensure consistency and execution of long-term strategies. | | |

  46. PROGRAM DESIGN AND LINK TO BUSINESS STRATEGY AND PERFORMANCE

    | | FIXED: Base Salary VARIABLE: ICP at target and PSUs, Stock Options, and RSUs at grant date value | | | SHORT-TERM: Base Salary and ICP at target LONG-TERM: PSUs, Stock Options, and RSUs at grant date value |

  47. COMPENSATION PEER GROUP

    COMPENSATION PEER GROUP To ensure appropriate levels of executive officer compensation and the alignment of pay and performance, the MDCC believes it is important to understand how Honeywell compares to other relevant companies. As such, the MDCC reviews executive officer compensation, and assesses Honeywell’s financial performance, against a group of 16 companies that are considered Honeywell’s “Compensation Peer Group.” In addition, the MDCC periodically reviews relative financial performance against a subset of companies with complex multi-industry characteristics, like Honeywell, or relevant indices. The companies selected by the MDCC for inclusion in the Compensation Peer Group have one or more of the following attributes: •Business operations in the industries and markets in which Honeywell participates. •Similar breadth of portfolio and complexity. •Global scope of operations and/or diversified product lines. •Within reasonable range of sales and/or market capitalization. •Demonstrated competitor for executive talent. The MDCC reviews the appropriateness of the Compensation Peer Group companies on an annual basis and discusses whether any changes are necessary. After making a number of changes in 2020, the MDCC did not make any changes to the Compensation Peer Group companies for 2021. The following table lists relevant comparative information for the Compensation Peer Group companies for 2021:

  48. COMPENSATION PEER GROUP

    | | MKT Cap ($M) (12/31/2021) | Total Assets ($M) | Sales ($M) | Empees (#) | Total Shareowner Return (12/31/2021) | | | | | | Company Name | | | | | 1 Year | 2 Years | 3 Years | 5 Years | 10 Years | | Honeywell International Inc. | $143,543 | $64,470 | $34,392 | 99,000* | 0% | 23% | 68% | 108% | 397% | | 3M Company | $102,360 | $47,072 | $35,355 | 95,000 | 5% | 8% | 3% | 16% | 186% | | The Boeing Company | $118,316 | $138,552 | $62,286 | 142,000 | -6% | -38% | -36% | 39% | 235% | | Caterpillar Inc. | $111,834 | $82,793 | $50,971 | 107,700 | 16% | 47% | 76% | 154% | 202% | | Deere & Company | $105,407 | $84,114 | $43,956 | 75,550 | 29% | 104% | 141% | 262% | 449% | | Dow Inc. | $41,951 | $62,990 | $54,968 | 35,700 | 7% | 15% | N/A | N/A | N/A | | DuPont de Nemours, Inc. | $41,852 | $45,707 | $16,653 | 28,000 | 15% | 31% | 13% | 11% | 164% | | Eaton Corporation plc | $68,886 | $34,027 | $19,628 | 86,000 | 47% | 92% | 174% | 200% | 441% | | Emerson Electric Co. | $55,308 | $24,715 | $18,236 | 86,700 | 18% | 28% | 69% | 92% | 169% | | General Dynamics Corporation | $58,108 | $50,073 | $38,469 | 103,100 | 44% | 25% | 43% | 35% | 297% | | General Electric Company | $103,696 | $198,874 | $74,196 | 168,000 | 10% | 7% | 64% | -58% | -13% | | Illinois Tool Works Inc. | $77,466 | $16,077 | $14,455 | 45,000 | 24% | 44% | 110% | 127% | 566% | | Johnson Controls International plc | $57,269 | $41,890 | $23,668 | 101,000 | 77% | 109% | 194% | 124% | 270% | | Lockheed Martin Corporation | $98,017 | $50,873 | $67,044 | 114,000 | 3% | -4% | 47% | 62% | 499% | | Phillips 66 | $31,752 | $55,594 | $111,930 | 14,000 | 9% | -28% | -4% | 2% | N/A | | Raytheon Technologies Corporation | $129,019 | $161,404 | $64,388 | 174,000 | 23% | 3% | 48% | 50% | 154% | | Schlumberger Limited | $42,009 | $41,511 | $22,929 | 92,000 | 40% | -22% | -8% | -58% | -43% | | Compensation Peer Median | $73,176 | $50,473 | $41,213 | 93,500 | 17% | 20% | 48% | 50% | 219% | | Honeywell Percentile Rank | 100% | 67% | 39% | 58% | 4% | 52% | 62% | 68% | 75% | | Honeywell TSR Rank Order | | | | | 16 | 9 | 7 | 6 | 5 |

  49. COMPENSATION PEER GROUP

    | Honeywell TSR Outperformed Compensation Peer Median Over 2, 3, 5, and 10-Year Periods |

  50. COMPENSATION PEER GROUP

    *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. Source: S&P Capital IQ 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.

  51. COMPENSATION PEER GROUP

    | Notice and Proxy Statement | 2022 | | 55 |

  52. PERFORMANCE RELATIVE TO PEERS

    Source: S&P Capital IQ for peer data. 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 50 or in Appendix A. THREE-YEAR CUMULATIVE GROWTH The MDCC also reviews Honeywell’s performance relative to the Compensation Peer Group over multi-year time periods. The following graphs show the Company’s performance versus the median of the Compensation Peer Group for four key metrics over the three-year period ending in 2021 that the MDCC reviewed.

  53. PERFORMANCE RELATIVE TO PEERS

    THREE-YEAR AVERAGE RETURN The MDCC also carefully considers several different ratios that are important measures of Honeywell’s earnings performance compared to the Compensation Peer Group median. Shareowners have told the Company that they regard ROIC as a particularly important metric because it shows how well management is balancing delivery of short-term results against long-term sustainable growth. Honeywell’s three-year average ROIC was 14.9%, which outperformed the Compensation Peer Group median.

  54. PERFORMANCE RELATIVE TO PEERS

    | Cumulative two-year TSR represents the COVID-19 pandemic impacted period | Cumulative five-year TSR is more than double the Compensation Peer Group median return | Cumulative 10-year TSR exceeded the Compensation Peer Group median by a multiple of 1.8x |

  55. PERFORMANCE RELATIVE TO PEERS

    | | | Base Salary | •Mr. Adamczyk's base salary was increased by 6.25%, his first base pay increase since March 2018. He will not receive a base salary adjustment in 2022. •Mr. Lewis's base salary was adjusted upward by 10.4% to recognize performance, the broad scope of his role, and to better align his cash compensation with comparable peer company CFOs. •For Mses. Madden and Dallara and Mr. Madsen, base salary merit increases were made for the first time since 2019. The average 2021 merit increase for these NEOs was 4.0%. •For all NEOs, 2021 base salary changes were effective March 31, 2021. | | | | Annual Incentive Compensation Plan (ICP) | •For Mr. Adamczyk, ICP target was 175% of base salary. His earned award paid at 133% of target, reflecting application of the ICP formula and the Board’s assessment of 2021 performance in a difficult operating environment. For each of the Other NEOs, their ICP target was 100% of base salary. ICP awards paid to the Other NEOs for 2021 performance ranged from 112% to 133% of target. •80% of payout based on Company performance against the two pre-established ICP metrics of adjusted EPS and free cash flow. For the Business Unit NEOs, half of their calculated award is tied to performance metrics of their business unit: HCE revenue contribution and HCE segment profit contribution for Ms. Dallara, and AERO income contribution and AERO free cash flow for Mr. Madsen. •20% of payouts were determined based on the MDCC’s qualitative assessment of individual performance and accomplishments discussed starting on page 62. | | | | | | | | | Performance Stock Units (PSUs) (2021-2023) | •Represented 50% of annual LTI. •PSU earned awards will be determined at the end of the three-year period based on four equally weighted metrics: three-year total shareowner return (TSR) relative to the 2021 Compensation Peer Group and total revenue, average return on investment (ROI), and average segment margin rate measured over a three-year period. | | | | Stock Options | •Represented 35% of annual LTI. •Stock options issued to the CEO and Other NEOs in 2021 vest over four years. | | | | Restricted Stock Units (RSUs) | •Represented 15% of annual LTI. •RSUs issued to the CEO and Other NEOs in 2021 vest over six years. |

  56. 2021 TOTAL ANNUAL DIRECT COMPENSATION FOR EACH NEO

    | n Base Salary | n Annual Incentive Plan (ICP)(1) | n 2021-2023 Performance Stock Units (PSUs)(2) | | n Stock Options(3) | n Restricted Stock Units (RSUs)(4) | |

  57. 2021 TOTAL ANNUAL DIRECT COMPENSATION FOR EACH NEO

    (1)Annual ICP payouts determined 80% based on a calculation against pre-set goals and 20% based on individual assessments. (2)Grant date value of annual 2021-2023 PSUs issued on March 15, 2021. PSUs vest on the third anniversary of the grant date to the extent earned. (3)Stock options 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)RSUs vest over a six-year period and are subject to stock ownership and post-vesting holding requirements. 2021 BASE SALARY DECISIONS On February 11, 2021, the MDCC approved base salary actions for each NEO (including the CEO) based on an assessment of performance and pay positioning against comparable positions in Compensation Peer Group companies. All base salary changes were effective March 31, 2021. Mr. Adamczyk's base salary was increased for the first time since March 2018, from $1.6 million to $1.7 million (6.25%) to recognize performance and positioning relative to peers. Mr. Adamczyk will not receive a base salary adjustment in 2022. Mr. Lewis' base salary was adjusted upward by 10.4%, his first base salary change since March 2019, to recognize performance and the broad scope of his role in a complex global organization and to better align his base pay and total cash compensation with comparable peer company CFOs. For Mses. Madden and Dallara and Mr. Madsen, merit increases were made for the first time since 2019 (as merit increases were canceled in 2020, and base salaries were cut 10% from March 31 - November 1, 2020, as part of COVID-19 pandemic-related cost actions). The average 2021 merit increase for these NEOs was 4.0%.

  58. ICP FORMULAIC PORTION (80% OF TARGET AWARD)

    | ICP Goal | 2020 ICP Goal Actual Performance | 2021 ICP Goal | 2021 Goal v. 2020 Actual | Basis for 2021 Goals | 2021 Threshold (50% Payout) | 2021 Maximum (200% Payout) | | Adjusted EPS | $7.10 | $7.80 | +9.9% | Midpoint of initial guidance range communicated to investors on January 29, 2021 (Guidance Range) | $6.24 | $9.36 | | Total Honeywell Free Cash Flow | $5.30 billion | $5.30 billion | same | | $4.24 billion | $6.36 billion |

  59. ICP FORMULAIC PORTION (80% OF TARGET AWARD)

    | ICP Goal | 2021 ICP Goal (Target) | 2021 Actual Performance | Achievement % | 2021 Performance | Metric Payout Percentage* | Corporate NEO Weighting | Calculated Payout Percentage | | Adjusted EPS | $7.80 | $8.06 | 103.3% | Annual Goal set in February 2021 based on midpoint of the Guidance Range. Actual performance exceeded top end of the Guidance Range of $7.60-$8.00. | 116.5% | 50% | 58.25% | | Total Honeywell Free Cash Flow | $5.30 billion | $5.73 billion | 108.1% | Annual Goal set in February 2021 based on midpoint of the Guidance Range. Actual performance exceeded top end of the Guidance Range of $5.10B-$5.50B. | 140.5% | 50% | 70.25% | | | | Total Calculated (Formulaic) Payout: Corporate NEOs | | | | | 129% |

  60. ICP FORMULAIC PORTION (80% OF TARGET AWARD)

    | Total Calculated (Formulaic) Payout: HCE (Ms. Dallara) | 111% |

  61. ICP FORMULAIC PORTION (80% OF TARGET AWARD)

    | ICP Goal | 2021 ICP Goal (Target) | | 2021 Actual Plan Performance | | Achievement % | Metric Payout Percentage* | Aerospace Weighting | Calculated Payout Percentage | | Adjusted EPS | | $7.80 | | $8.06 | 103.3% | 116.5% | 25% | 29.1% | | Total Honeywell Free Cash Flow | | $5.30 billion | | $5.73 billion | 108.1% | 140.5% | 25% | 35.1% | | AERO Income Contribution | | $2.462 billion | | $2.403 billion | 97.6% | 94.0% | 25% | 23.5% | | AERO Free Cash Flow | | $2.511 billion | | $2.343 billion | 93.3% | 83.3% | 25% | 20.8% | | | | | | Total Calculated (Formulaic) Payout: AERO (Mr. Madsen) | | | | 109% |

  62. ICP FORMULAIC PORTION (80% OF TARGET AWARD)

    *Metric Payout Percentage based on ICP payout curve, which provides for a 5% increase in payout for each 1% of performance above target, and a 2.5% decrease in payout for each 1% of performance below target, with interpolation for intermediate points on the curve. 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 50 or in Appendix A. The calculated payout percentages above were multiplied by 80% to arrive at the formulaic portion of the 2021 ICP award for each of the NEOs.

  63. APPROVED ICP PAYOUT AMOUNTS

    APPROVED ICP PAYOUT AMOUNTS After applying the formulaic payout percentages described on page 61 (80% weight) and deciding individual qualitative attainment percentages for each NEO based on their assessment of individual performance in 2021 (20% weight), the MDCC approved 2021 ICP payments as follows:

  64. APPROVED ICP PAYOUT AMOUNTS

    | | Formulaic Portion(1) | | | + | Qualitative Portion(2) | | | = | Total Individual ICP Payout Percentagex | Target 2021 ICP Award Amount(5) | = | Actual 2021 ICP Award (rounded) | | | Attainmentx | Weight | Payout % | | Attainmentx | Weight% | Payout % | | | | | | | Mr. Adamczyk | 129% | 80% | 103.2% | | 150% | 20% | 30% | | 133.2% | $2,932,328 | | $3,910,000 | | Mr. Lewis | 129% | 80% | 103.2% | | 150% | 20% | 30% | | 133.2% | $830,493 | | $1,107,000 | | Ms. Madden | 129% | 80% | 103.2% | | 150% | 20% | 30% | | 133.2% | $869,458 | | $1,159,000 | | Ms. Dallara (3) | 111% | 80% | 88.8% | | 150% | 20% | 30% | | 118.8% | $676,466 | | $804,000 | | Mr. Madsen (4) | 109% | 80% | 87.2% | | 125% | 20% | 25% | | 112.2% | $737,052 | | $827,000 |

  65. APPROVED ICP PAYOUT AMOUNTS

    (1)Attainment based on performance against 2021 ICP Goals. Possible attainment can range from 0% to 200%. (2)Attainment based on MDCC assessment. Attainment can range from 0% to 200%. Payout % can range from 0% to 40%. (3)Formulaic attainment percentage for Ms. Dallara includes 50% of award based on full year HCE performance against HCE ICP goals. (4)Formulaic attainment percentage for Mr. Madsen includes 50% of award based on full year AERO performance against AERO ICP goals. (5)The Target 2021 ICP Award Amount for each NEO was determined as follows:

  66. APPROVED ICP PAYOUT AMOUNTS

    | | 2021 Applicable Base Salary (a)x | Individual Target ICP Award % | = | Target 2021 ICP Award Amount | | Mr. Adamczyk | $1,675,616 | 175% | | $2,932,328 | | Mr. Lewis | $830,493 | 100% | | $830,493 | | Ms. Madden | $869,458 | 100% | | $869,458 | | Ms. Dallara | $676,466 | 100% | | $676,466 | | Mr. Madsen | $737,052 | 100% | | $737,052 |

  67. APPROVED ICP PAYOUT AMOUNTS

    (a)ICP applicable base salary rate for the 2021 calendar year, as determined in accordance with the ICP plan document. 2021 LONG-TERM INCENTIVE COMPENSATION DECISIONS

  68. APPROVED ICP PAYOUT AMOUNTS

    | | | | | Grants of LTI awards to the CEO and Other NEOs in 2021 reflect a consistent mix of 50% in Performance Stock Units, 35% in stock options, and 15% in Restricted Stock Units |

  69. APPROVED ICP PAYOUT AMOUNTS

    | Notice and Proxy Statement | 2022 | | 65 |

  70. TOTAL LTI VALUE

    TOTAL LTI VALUE For 2021 LTI awards to the NEOs, the MDCC (or, in the case of Mr. Adamczyk, the independent members of the full Board) determined a total annual LTI (Total LTI) value to be awarded and then allocated the award between PSUs, RSUs, and stock options based on the mix proportions described above. Each of the three elements and the respective values awarded to each NEO are described in detail below. In determining the Total LTI value to be awarded to each NEO, factors that were considered included: •The relative value of long-term incentive awards granted to comparable named executive officers at the Compensation Peer Group companies. •Scope of responsibilities and complexity of the organization (absolute and relative to the Compensation Peer Group companies). •The senior executive development and succession plan. •The value of LTI awards granted in prior years. •Each NEO’s leadership impact and expected future contribution toward the overall success of Honeywell.

  71. PERFORMANCE STOCK UNITS

    PERFORMANCE STOCK UNITS 2021-2023 PERFORMANCE PLAN AWARDS Under the 2021-2023 Performance Plan, a target number of PSUs was issued to each NEO on March 15, 2021 for the performance period of January 1, 2021 through December 31, 2023, representing 50% of their total annual LTI value and mix. The actual number of PSUs earned by each NEO for the 2021-2023 cycle will be determined at the end of the period based on Company performance as measured by the following four equally-weighted performance metrics:

  72. PERFORMANCE STOCK UNITS

    | 3-Year Cumulative Revenue | | 3-Year Average ROI | | | | (25%) | | (25%) | | •Measures the effectiveness of the Company’s organic growth strategies, including new product introduction and marketing and sales effectiveness, as well as projected growth in our end markets. •Adjusted at measurement to exclude the impact of corporate transactions during the period (e.g., acquisitions and divestitures) and fluctuations in foreign currency rates. | | •Focuses leadership on making investment decisions that deliver profitable growth. •Adjusted at measurement to exclude the impact of corporate transactions during the period and the impact of pensions. Results will not be adjusted for foreign currency changes over the cycle. | | | 3-Year Average Segment Margin Rate | | 3-Year Relative TSR | | | | (25%) | | (25%) | | •Focuses executives on driving continued operational improvements and delivering synergies from recent corporate actions and prior period acquisitions. •Adjusted at measurement to exclude the impact of corporate transactions during the period. Results will not be adjusted for foreign currency changes over the cycle. | | •Measures Honeywell’s cumulative TSR relative to the 2021 Compensation Peer Group over a three-year performance period of January 1, 2021 – December 31, 2023. •The beginning point for TSR determination (all companies) will be based on an average using the first 30 trading days of the performance period. The ending point will be based on an average using the last 30 trading days of the performance period. | |

  73. PERFORMANCE STOCK UNITS

    | 66 | | Notice and Proxy Statement | 2022 |

  74. PERFORMANCE STOCK UNITS

    For the Corporate NEOs, awards are earned based on performance against the Total Honeywell goals stated above. For the Business Unit NEOs, the financial goals portion of the award (75% of the award value, at target) is based on a mix of performance against the Total Honeywell goals and goals set for their respective business unit (mix shown below). Like the Corporate NEOs, the Business Unit NEOs have 25% of their award based on performance against the three-year Relative TSR metric noted above. If a NEO transfers between business units during the performance period, the final payout is prorated based on the number of days spent in each respective business unit during the three years covered by the award.

  75. PERFORMANCE STOCK UNITS

    | Corporate NEOs | | |

  76. Business Unit NEOs

    The table on the following page sets out each metric at the Total Honeywell level, their respective goals for the relevant period, and the number of PSUs that would be earned at each specified level of performance. No PSUs will be earned for a metric if performance falls below the noted threshold. If the Company’s performance for any of the performance metrics falls between the percentages listed on the table, the percentage of PSUs earned shall be determined by linear interpolation.

  77. Business Unit NEOs

    | | | Threshold | Target | 150% Payout | Maximum | | | 3-Year Cumulative Revenue ($M) | | | | | | TOTAL MAXIMUM PAYOUT CAPPED AT 200% | | 3-Year Average Segment Margin Rate | | | | | | | | 3-Year Average ROI | | | | | | | | % of PSUs earned for each metric | | | | | | | | | Threshold | | Target | 150% Payout | Maximum | | | 3-Year Relative TSR Percentile (1) | | | | | | | | % of PSUs earned | | | | | | |

  78. Business Unit NEOs

    (1)Three-year Relative TSR vs the 2021 Compensation Peer Group companies for period of January 1, 2021 – December 31, 2023. In general, formulaic plans provide that the MDCC has discretionary authority to exclude unusual or infrequently occurring items, extraordinary items, and the cumulative effect of changes in accounting treatment when determining performance attainment where warranted by events and/or business conditions. 2021-2023 PERFORMANCE PLAN AWARDS TO NEOS The following table presents the number of Performance Stock Units granted to the NEOs for the 2021-2023 performance period, along with their respective grant date value:

  79. Business Unit NEOs

    | NEO | Target # of PSUs (1) | Grant Date Value(2) | | Mr. Adamczyk | 35,300 | $7,502,309 | | Mr. Lewis | 11,100 | $2,359,083 | | Ms. Madden | 11,100 | $2,359,083 | | Ms. Dallara | 9,200 | $1,955,276 | | Mr. Madsen | 7,400 | $1,572,722 |

  80. Business Unit NEOs

    (1)All officer PSUs awarded on March 15, 2021. (2)The grant date unit value for awards made on March 15, 2021 of $212.53 was determined based on the fair market value of Honeywell stock on the date of grant of $214.85 for the three internal financial metrics, and a value of $205.57 for the Relative TSR metric, based on a multifactor Monte Carlo simulation conducted by an independent valuation service provider. At the end of the performance period, the total number of PSUs earned for each NEO shall be determined on a formulaic basis. Dividend equivalents applied during the vesting period as additional PSUs will be adjusted based on the final number of PSUs earned. In determining the final distributions of earned awards, 50% of the resulting PSUs earned will be converted to shares of Company common stock and issued to each NEO, subject to the holding period requirements for officers. The remaining 50% shall be converted to cash based on the fair market value of a share of Honeywell stock on the last day of the performance period and paid to each NEO in the first quarter following the end of the performance period.

  81. Business Unit NEOs

    2020-2022 PERFORMANCE PLAN As fully discussed in Honeywell's 2021 Proxy Statement, on March 15, 2021, the MDCC approved an adjustment to the three financial metrics under the 2020-2022 Performance Plan due to the extraordinary impacts of the COVID-19 pandemic, which rendered the original financial targets unattainable within months of them being set in February 2020. This change was necessary to correct a misalignment between the pay opportunity and the range of performance reasonably attainable for this cycle. No changes were made to the original three-year Relative TSR goal. The recast financial targets were fully disclosed in the 2021 proxy statement. Coincident with this change, the upside total payout opportunity for this performance cycle was reduced by 40%. This action was reviewed with shareowners during 2021 outreach meetings and broadly viewed as appropriate under the circumstances, with recognition that adverse pandemic-related impacts on incentive plans were not unique to Honeywell and that thoughtful recalibrations were appropriate in industries hardest hit by the COVID-19 pandemic. In arriving at this decision in the first quarter of 2021, the MDCC took into consideration management’s response and efforts to mitigate pandemic impacts in 2020 by quickly implementing cost controls (such as no merit increases in 2020 and 10% salary reductions from March 31, 2020 through November 1, 2020.) and pivoting to new opportunities aimed at positioning the Company for post-pandemic growth and shareowner value creation, which resulted in a total shareowner return of 23% for 2020. Consideration was also given to the fact that the 2018-2020 performance cycle and 2020 ICP awards were paid out without adjustment, despite being significantly adversely impacted by the COVID-19 pandemic. The MDCC also determined that this change was in alignment with the experience of both shareowners and employees in 2020. Since the pandemic-driven low of $103.86 on March 23, 2020, Honeywell’s stock price appreciated 105% to $212.70 as of December 31, 2020. The adjustment approach used for the NEOs was also extended to the cash-based performance units issued to other executive and management-level employees of the Company in 2020. While the original grant date value of the 2020-2022 PSU awards issued in February 2020 to the NEOs was already reported as 2020 compensation on the Summary Compensation Table included in the Company's 2021 proxy statement (except for Ms. Dallara and Mr. Madsen, who were not NEOs in 2020), and no new awards were made, the aforementioned adjustment to the financial metrics is considered an award modification that gives rise to incremental reportable compensation in the year the modification was made under SEC rules. As such, the calculated incremental fair value of the 2020-2022 PSU award modification to the NEOs, determined as of March 15, 2021, is included as incremental 2021 compensation in the Stock Awards column of the Summary Compensation Table and in the Grants of Plan-Based Awards Table in this proxy statement as follows:

  82. Business Unit NEOs

    | NEO | 2020-2022 Performance Stock Units Modification (1) | | Mr. Adamczyk | $4,754,160 | | Mr. Lewis | $1,469,700 | | Ms. Madden | $1,469,700 | | Ms. Dallara | $1,337,108 | | Mr. Madsen | $898,594 |

  83. Business Unit NEOs

    | 2019-2021 SUMMARY | | •Three-year cumulative Shareowner return of 55.9% (61st percentile vs. relevant Compensation Peer Group) •Financial metric attainment impacted by COVID-19 (three-year growth goals set pre-pandemic) •MDCC approved 2019-2021 PSU payout = 87% of target (CEO and Corporate officers) |

  84. Business Unit NEOs

    In February 2019, Performance Plan awards for a three-year performance period of January 1, 2019 through December 31, 2021 were granted to executive officers in the form of Performance Stock Units (PSUs). This applied to all NEOs except Mr. Madsen, who was not an executive officer in February 2019. Three-year performance goals were established for cumulative revenue, average segment margin rate, average return on investment (ROI) and TSR relative to the 2019 Compensation Peer Group. Each of these goals was equally weighted (25% each). The target performance levels were established before the COVID-19 pandemic as follows: 3.1% compound annual revenue growth, 80 basis points of segment margin expansion, and 140 basis points of ROI expansion. Goals were developed for each of the three years, with the first year aligned to the midpoint of external guidance, and growth rates for the second and third years in the cycle aligned with Honeywell’s long-range plan. Target performance levels were aimed at driving year-over-year growth and meaningful improvements in Honeywell operations over the three-year period. By the fourth quarter of 2020, it became clear that the 2019-2021 financial metrics were heavily and adversely impacted by the COVID-19 pandemic, especially cumulative revenue and ROI, which were all but certain to fall below threshold levels. Projections at that time suggested that it may not be possible to offset the downward drag of pandemic-related 2020 results on the three-year cumulative goals, despite strong performance in 2019. In contrast, the three-year Relative TSR metric was tracking above target, in tandem and alignment with the shareowner experience. Since the 2019-2021 PSU performance period was nearly two-thirds completed, the plan-basis Relative TSR metric was tracking above target, and there was increasing optimism regarding the post-pandemic business conditions, the MDCC took a conservative approach and continued monitoring performance through the end of the cycle before making any decision. Throughout 2021, the MDCC was provided with, and studied, updates on the 2019-2021 Performance Plan at its February, March, September, and December 2021 meetings. The MDCC conducted rigorous due diligence in considering how to address the following external and internal factors: •The impact of the extended duration of the pandemic and unprecedented global supply chain issues. •Three-year TSR performance for shareowners both on an absolute basis and relative to the Compensation Peer Group. •Heightened human capital risks brought on by intensifying competition for talent. •Incentive plan adjustments disclosed by companies within the Fortune 100. •Honeywell executive-level retention and turnover information as compared to prior years. •Holistic view of compensation actions over the three-year period and the degree of impact from the pandemic.

  85. PSU Formulaic Calculation

    PSU Formulaic Calculation In February 2022, the MDCC reviewed the outcomes for the 2019-2021 executive officer PSUs, determined as of December 31, 2021, calculated without taking into consideration the unusual and extraordinary impacts of the COVID-19 pandemic. The following table displays the formulaic 2019-2021 PSU calculation payout results:

  86. PSU Formulaic Calculation

    | Total Honeywell | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | | 3-Year Cumulative Revenue ($M) | $108,543 | $112,480 | $116,417 | $103,775 | 0% | 25% | 0% | | 3-Year Average Segment Margin Rate | 20.7% | 21.2% | >= 21.7% | 20.8% | 60% | 25% | 15% | | 3-Year Average ROI | 23.4% | 24.2% | >= 24.9% | 22.1% | 0% | 25% | 0% | | 3-Year Relative TSR | 35th Percentile | 50th Percentile | >= 75th Percentile | 61st Percentile | 154% | 25% | 39% | | Total PSU Calculated Percentage–Corporate NEOs (Messrs. Adamczyk and Lewis, and Ms. Madden)–Based 100% on performance against Total Honeywell goals | | | | | | | 54% | | Total PSU Calculated Percentage–HCE Business Unit (Ms. Dallara)–Financial metrics portion based 67% on Total Honeywell and 33% on Business Unit goals(2) | | | | | | | 71% | | (1)Consistent with goal setting parameters, revenue was adjusted to exclude the impact of corporate transactions and fluctuations in foreign currency. Segment margin was adjusted to exclude the impact of corporate transactions. ROI was adjusted to exclude the impact of corporate transactions and the impact of pension income and asset fluctuations. | | | | | | | | | (2)Business Unit goals are based on the business unit’s performance on three-year revenue and segment margin performance. | | | | | | | |

  87. PSU Formulaic Calculation

    | 70 | | Notice and Proxy Statement | 2022 |

  88. PSU Formulaic Calculation

    Honeywell’s plan-basis TSR of 55.9% was above the median of our 2019 Compensation Peer Group for the three-year performance period of January 1, 2019 - December 31, 2021), as follows:

  89. PSU Formulaic Calculation

    | Company Name | 3-Year TSR(1) | 3-Year Relative Percentile Ranking | | Johnson Controls International plc | 157.2% | 100% | | Eaton Corporation plc | 155.0% | 92% | | Deere & Company | 130.1% | 85% | | Illinois Tool Works, Inc. | 93.8% | 77% | | Caterpillar, Inc. | 66.5% | 69% | | Emerson Electric Co. | 56.6% | 62% | | General Electric Company | 36.3% | 54% | | Raytheon Technologies Corp. | 34.0% | 46% | | Lockheed Martin Corporation | 30.5% | 38% | | General Dynamics Corporation | 29.4% | 31% | | 3M Company | (0.6)% | 23% | | Phillips 66 | (12.0)% | 15% | | Schlumberger Limited | (22.2)% | 8% | | The Boeing Company | (43.4)% | 0% | | 2019 Compensation Peer Group Median | 35.1% | | | Honeywell International Inc. | 55.9% | 61% |

  90. PSU Formulaic Calculation

    (1) Three-year TSR on ‘plan basis’, which uses a 30-trading day average of stock prices from the beginning, and to the end, of the three-year performance period.

  91. Payout Decision

    Payout Decision In February 2022, the MDCC reviewed and assessed the overall formulaic PSU calculation for the 2019-2021 PSU cycle for the NEOs that received them. The MDCC noted that the unusual and extraordinary adverse impacts from the COVID-19 pandemic resulted in zero or low payouts on the three original financial metrics (e.g., 0% for Corporate three-year Cumulative Revenue and three-year Average ROI) that did not adequately or appropriately reflect the performance of the Company over the period and management’s performance and response to the COVID-19 pandemic. The minimal calculated payouts for the three financial metrics were also not in tandem with the shareowner experience, as Honeywell’s Relative TSR for the three-year period ranked above the median of our peer group companies, at the 61st percentile. In response, the MDCC discussed several alternatives for the 2019-2021 PSUs to better align pay with performance. Alternatives discussed included: (i) adjusting the goals or measurement against them by quantifying the impacts of the pandemic on the original targets; (ii) basing the payout purely on Relative TSR; (iii) aligning the PSU payouts with the payouts determined under the 2019-2021 performance cash units to non-officer executives for the same time period, or (iv) modifying the weighting applied in the calculation to each of the four original three-year goals. The Committee also discussed making no changes and allowing the misaligned payouts to occur. Upon fully assessing and evaluating performance and risks for the full 2019-2021 performance period, in February 2022 the MDCC exercised its authority under the plan to make an appropriate adjustment to the weighting applied to the metrics under the plan for only this 2019-2021 cycle. The original financial goals remained in the calculation to preserve the integrity of the program, but their weighting was reduced from 75% to 50%, to recognize that the pandemic impacts were not contemplated when the goals were originally established, and that the results were adversely and materially impacted by global market forces. The weight applied to the three-year Relative TSR goal was increased from 25% to 50%, to better align with the shareowner experience. The MDCC determined that the payouts based on this approach better reflected leadership performance and long-term actions taken over the measurement period, as well as the investor experience, while still resulting in a below target payout for this unprecedented and challenging performance period. The MDCC also recognized that this was the last overlapping cycle to be severely impacted by the COVID-19 pandemic, and that regular compensation program awards made in 2021, as discussed earlier in this Proxy Statement, reflect the restoration of the ‘normal state’ executive compensation program structure and design elements that shareowners have overwhelmingly supported since being fully implemented in 2018.

  92. Payout Decision

    | Notice and Proxy Statement | 2022 | | 71 |

  93. Payout Decision

    The following table displays the 2019-2021 PSU calculation payout for Corporate NEOs with the adjusted weighting, as determined by the MDCC:

  94. Payout Decision

    | Total Honeywell | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight (adjusted) | Weighted Payout % | | 3-Year Cumulative Revenue ($M) | $108,543 | $112,480 | $116,417 | $103,775 | 0% | 16.67% | 0% | | 3-Year Average Segment Margin Rate | 20.7% | 21.2% | >= 21.7% | 20.8% | 60% | 16.67% | 10% | | 3-Year Average ROI | 23.4% | 24.2% | >= 24.9% | 22.1% | 0% | 16.67% | 0% | | 3-Year Relative TSR | 35th Percentile | 50th Percentile | >= 75th Percentile | 61st Percentile | 154% | 50% | 77% | | Total PSU Calculated Percentage–Corporate NEOs (Messrs. Adamczyk and Lewis, and Ms. Madden)–Based 100% on performance against Total Honeywell goals | | | | | | | 87% | | Total PSU Calculated Percentage–HCE Business Unit (Ms. Dallara)–Financial metrics portion based 67% on Total Honeywell and 33% on Business Unit goals | | | | | | | 99% | | (1)Consistent with goal setting parameters, revenue was adjusted to exclude the impact of corporate transactions and fluctuations in foreign currency. Segment margin was adjusted to exclude the impact of corporate transactions. ROI was adjusted to exclude the impact of corporate transactions and the impact of pension income and asset fluctuations. | | | | | | | |

  95. Payout Decision

    The payout percentage for HCE (Ms. Dallara) differed from the Corporate NEOs as the financial metrics portion of her award was based on performance against both Total Honeywell metrics and metrics established for the HCE business unit. Detailed metrics for the HCE business unit are not disclosed because we have determined that such information involves confidential commercial and financial information, the disclosure of which would result in competitive harm for Honeywell.

  96. 2019-2021 PSU Payouts (Messrs. Adamczyk and Lewis and Mses. Madden and Dallara)

    2019-2021 PSU Payouts (Messrs. Adamczyk and Lewis and Mses. Madden and Dallara) Based on the final approved award payout percentages for the 2019-2021 performance period for those NEOs who received their 2019-2021 Performance Plan award in the form of PSUs, the MDCC approved the following individual awards to the NEOs:

  97. 2019-2021 PSU Payouts (Messrs. Adamczyk and Lewis and Mses. Madden and Dallara)

    | NEO | 2019-2021 PSUs at Target (1) | Total Payout % | Total 2019-2021 PSUs Earned | | Mr. Adamczyk | 43,640 | 87% | 37,967 | | Mr. Lewis | 11,595 | 87% | 10,088 | | Ms. Madden | 11,595 | 87% | 10,088 | | Ms. Dallara | 8,855 | 99% | 8,766 |

  98. 2019-2021 PSU Payouts (Messrs. Adamczyk and Lewis and Mses. Madden and Dallara)

    (1)Includes additional PSUs from dividend equivalents. Earned awards became fully vested on February 26, 2022. 50% of the PSUs earned were converted to shares of Honeywell common stock, with the net shares paid subject to an additional one-year holding period, in accordance with the officer stock ownership guidelines. The remaining 50% was converted to cash based on the closing stock price of Honeywell common stock on December 31, 2021 and paid in March 2022.

  99. 2019-2021 Performance Cash Unit Payouts (Mr. Madsen only)

    2019-2021 Performance Cash Unit Payouts (Mr. Madsen only) In February 2022, the MDCC also reviewed the calculated outcomes for the 2019-2021 Performance Plan Cash Units (PCUs) issued to 490 non-officer executives in 2019 (which included Mr. Madsen, who was a non-officer at the time of grant). The following summarizes the structure of the 2019-2021 PCU awards, which was different from the officer PSUs described above:

  100. 2019-2021 Performance Cash Unit Payouts (Mr. Madsen only)

    | Eligible Participants | •Non-Officers (Executives) | | Form of Award | •PCUs denominated at $100 per unit and settled in cash | | Mix of Goals | •Equally weighted between Total Honeywell and Business Unit goals (50% Total Honeywell and 50% Aerospace) | | Measurement and Goal Weighting | •Measurement for three, single years, 2019, 2020 and 2021*, with the total payout factor equal to the average of the three years. Cash payout is delayed to the end of the 3 years. For each year, 100% weight on financial metrics with 33.3% weight on each of three Corporate goals: –1-Year Cumulative Revenue (for each of 2019, 2020, and 2021) –1-Year Average Segment Margin Rate (for each of 2019, 2020, and 2021) –1-Year Average ROI (for each of 2019, 2020, and 2021) | | Payout Cap | •120% of target | | Stock Performance Goal | •Not applicable |

  101. 2019-2021 Performance Cash Unit Payouts (Mr. Madsen only)

    *The MDCC set the annual target for the 2021 annual measurement period in March 2021 based on 2021 financial guidance and annual operating plan targets established in the first quarter of 2021. Previously established annual goals for 2019 or 2020 remained unchanged, despite 2020 also being significantly impacted by the pandemic.

  102. 2019-2021 Performance Cash Unit Payouts (Mr. Madsen only)

    | 72 | | Notice and Proxy Statement | 2022 |

  103. 2019-2021 Performance Cash Unit Payouts (Mr. Madsen only)

    The following table displays the results of the 2019-2021 Performance Plan calculation for all Aerospace business unit executives (non-officer) who received PCUs in 2019 (including Mr. Madsen):

  104. 2019-2021 Performance Cash Unit Payouts (Mr. Madsen only)

    | AERO Performance Goals (1) | 2019 Performance | 2020 Performance (Pandemic Impacted) | 2021 Performance | 3-Year Average Performance(2) | Weight | Weighted Payout % | | Revenue | 163% | 0% | 82% | 81.7% | 33.33% | 27% | | Segment Margin Rate | 180% | 100% | 160% | 146.7% | 33.33% | 49% | | ROI | 163% | 0% | 50% | 71.0% | 33.33% | 24% | | Total Earned Cash Unit Payout Percentage – AERO executives (non-officer), includes Mr. Madsen as non-officer in 2019 | | | | | | 100% |

  105. 2019-2021 Performance Cash Unit Payouts (Mr. Madsen only)

    (1)Results for AERO executives based 50% on performance against Total Honeywell targets and 50% on performance against Aerospace targets. (2)Consistent with goal setting parameters, revenue was adjusted to exclude the impact of corporate transactions and fluctuations in foreign currency. Segment margin was adjusted to exclude the impact of corporate transactions. ROI was adjusted to exclude the impact of corporate transactions and the impact of pension income and asset fluctuations. Based on the final approved award payout percentage for non-officer Aerospace executives who received a 2019-2021 Performance Plan award in the form of performance cash units, the following individual award was earned by Mr. Madsen:

  106. 2019-2021 Performance Cash Unit Payouts (Mr. Madsen only)

    | NEO | 2019-2021 Performance Cash Units at Target | Value Per Unit | Total Earned Award % | Total 2019-2021 Performance Cash Award Earned | | Mr. Madsen | 5,110 | $100 | 100% | $511,000 |

  107. 2019-2021 Performance Cash Unit Payouts (Mr. Madsen only)

    The earned award for Mr. Madsen became fully vested on February 26, 2022 and was paid in cash in March 2022. In accordance with SEC disclosure requirements for cash-based awards, 100% of the earned cash award for Mr. Madsen for the 2019-2021 performance period is included as 2021 Non-Equity Incentive Compensation on the Summary Compensation Table, even though originally granted in 2019. The MDCC considered this 2019-2021 cash unit award as part of Mr. Madsen's 2019 total annual direct compensation (in the year it was granted), which differs from how it is reported on the Summary Compensation Table. Mr. Madsen became an Executive Officer in October 2019, and he has received PSU awards since then.

  108. STOCK OPTIONS

    STOCK OPTIONS Stock options granted to the NEOs in February 2021 represented 35% of their total annual LTI value and mix. The MDCC believes that stock options continue to be an important element for focusing executives on actions that drive long-term stock appreciation that is directly aligned with the interests of our shareowners. Stock options granted to Mr. Adamczyk and all the Other NEOs vest 25% per year over four years and have a 10-year term to exercise. The strike price for the 2021 annual stock options is $202.72, which was the fair market value of Honeywell stock on the date of grant (February 12, 2021). The grant date fair value of a stock option was determined by a third-party valuation company using a Black-Scholes valuation method. The following table presents the number of stock options granted to the NEOs along with their respective grant date values. The reported grant date value shown is not attained until the stock price increases to a price of $234.82 (option strike price of $202.72 plus the grant date option value of $32.10).

  109. STOCK OPTIONS

    | NEO | # of Stock Options (1) | Grant Date Value (2) | | Mr. Adamczyk | 163,500 | $5,248,350 | | Mr. Lewis | 51,200 | $1,643,520 | | Ms. Madden | 51,200 | $1,643,520 | | Ms. Dallara | 42,500 | $1,364,250 | | Mr. Madsen | 34,100 | $1,094,610 |

  110. STOCK OPTIONS

    (1)All officer stock options awarded on February 12, 2021. Options vest 25% per year over four years from the grant date. Upon exercise, stock options are settled in shares of Honeywell stock with the NEO required to hold the resulting net gain shares at least one year before being able to sell them. (2)The grant date value was determined using a Black-Scholes value of $32.10 per option.

  111. STOCK OPTIONS

    | Notice and Proxy Statement | 2022 | | 73 |

  112. RESTRICTED STOCK UNITS

    RESTRICTED STOCK UNITS RSUs granted to the NEOs in February 2021 represented 15% of their total annual LTI value and mix. RSUs granted to Mr. Adamczyk, and all the Other NEOs, vest 33%, 33%, 34% on the second, fourth, and sixth anniversaries of the grant date, respectively. This extended vesting period is designed to strengthen retention. The following table presents the number of RSUs granted to the NEOs in 2021 along with their respective grant date values.

  113. RESTRICTED STOCK UNITS

    | NEO | # of RSUs (1)(2) | Grant Date Value (3) | | Mr. Adamczyk | 11,000 | $2,229,920 | | Mr. Lewis | 3,400 | $689,248 | | Ms. Madden | 3,400 | $689,248 | | Ms. Dallara | 2,800 | $567,616 | | Mr. Madsen | 2,300 | $466,256 |

  114. RESTRICTED STOCK UNITS

    (1)All officer RSUs awarded on February 12, 2021. (2)Officer RSUs vest 33%, 33%, 34% on the second, fourth, and sixth anniversaries of the grant date, respectively. During the vesting period, dividend equivalents will be earned in the form of additional RSU shares based on regular dividends paid by Honeywell, with such additional dividends vesting on the same timing as the underlying RSUs to which they relate. In addition, upon vesting, RSUs are settled in shares of Honeywell stock with the NEO required to hold the resulting net shares at least one year before being able to sell them. (3)Based on a grant date value of $202.72, determined using the average of the high and low stock prices of Honeywell stock on the grant date. OTHER COMPENSATION AND BENEFIT PROGRAMS

  115. NONQUALIFIED DEFERRED COMPENSATION PLANS

    NONQUALIFIED DEFERRED COMPENSATION PLANS Honeywell executives (including the NEOs) may choose to participate in certain nonqualified deferred compensation plans to permit retirement savings in a tax-efficient manner. Executives can elect to defer up to 100% of their annual ICP awards. In addition, executives may also participate in the Honeywell Supplemental Savings Plan to defer base salary that cannot be contributed to the Company’s 401(k) savings plan due to IRS limitations. These amounts are matched by the Company only to the extent required to make up for a shortfall in the available match under the 401(k) savings plan due to IRS limitations. Deferred compensation balances earn interest at a fixed rate based on the Company’s 15-year cost of borrowing, which is subject to change on an annual basis (1.74% for 2021). Matching contributions are treated as if invested in Company common stock. These plans are explained in more detail on page 87.

  116. BENEFITS AND PERQUISITES

    | Clawback policies which provide the ability to recoup performance-based incentive awards (both equity and cash-based awards) in the event of misconduct and a restatement of Company financial results. In addition, clawback provisions in the Company’s stock plan and short-term incentive plan allow the Company to cancel shares or recover gains, or payments made, if an executive violates non-competition or non-solicitation provisions. | | Prohibition on hedging and pledging of shares by executive officers and directors. | | Ownership thresholds in the Company’s stock ownership guidelines for officers that require NEOs to hold shares of common stock equal to four times their current annual base salary (six times for the CEO), as detailed in the Stock Ownership Guidelines. | | Holding periods in the Company's stock ownership guidelines require that officers must hold 100% of the net shares from vesting of RSUs, the net shares issued from PSUs, and the net gain shares from option exercises for at least one year. |

  117. The Management Development and Compensation Committee

    | Named Executive Officer | Year | Salary | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | Change In Pension Value and Nonqualified Deferred Compensation Earnings(5) | All Other Compensation(6) | SEC Total Compensation(7) | | Non-SEC Total Annual Direct Compensation(8) | | Darius Adamczyk Chairman and Chief Executive Officer | 2021 | $1,675,616 | $14,486,389 | $5,248,350 | $3,910,000 | $608,232 | $171,533 | | $26,100,120 | $20,566,195 | | | 2020 | $1,566,154 | $9,113,476 | $4,898,608 | $2,508,000 | $810,840 | $178,203 | | $19,075,281 | $18,086,238 | | | 2019 | $1,600,000 | $8,612,506 | $4,635,409 | $4,065,000 | $748,107 | $864,082 | | $20,525,104 | $18,912,915 | | Gregory P. Lewis Senior Vice President, Chief Financial Officer | 2021 | $830,493 | $4,518,031 | $1,643,520 | $1,107,000 | $215,089 | $65,570 | | $8,379,703 | $6,629,344 | | | 2020 | $753,711 | $2,801,775 | $1,502,982 | $1,460,750 | $254,487 | $57,627 | | $6,831,332 | $5,747,468 | | | 2019 | $749,808 | $2,288,198 | $1,222,904 | $1,866,600 | $185,939 | $331,184 | | $6,644,633 | $5,316,910 | | Anne T. Madden Senior Vice President, General Counsel | 2021 | $869,458 | $4,518,031 | $1,643,520 | $1,159,000 | $389,020 | $80,362 | | $8,659,391 | $6,720,309 | | | 2020 | $825,529 | $2,801,775 | $1,502,982 | $758,000 | $459,798 | $87,544 | | $6,435,628 | $5,888,286 | | | 2019 | $757,019 | $2,288,198 | $1,222,904 | $1,970,500 | $399,898 | $69,977 | | $6,708,496 | $5,370,121 | | Que Thanh Dallara(1) President and Chief Executive Officer, Honeywell Connected Enterprise | 2021 | $676,466 | $3,860,000 | $1,364,250 | $804,000 | $773 | $52,160 | | $6,757,649 | $5,367,608 | | Michael R. Madsen(1) President and Chief Executive Officer, Aerospace | 2021 | $737,052 | $2,937,572 | $1,094,610 | $1,338,000 | $726 | $53,362 | | $6,161,322 | $4,697,640 |

  118. The Management Development and Compensation Committee

    | NEO | Change in Pension Value(a) | NQDC Interest(b) | Total Change in Pension Value and Nonqualified Deferred Compensation Earnings | | Mr. Adamczyk | $605,743 | $2,489 | $608,232 | | Mr. Lewis | $214,342 | $747 | $215,089 | | Ms. Madden | $331,513 | $57,507 | $389,020 | | Ms. Dallara | $— | $773 | $773 | | Mr. Madsen | $— | $726 | $726 |

  119. GRANTS OF PLAN-BASED AWARDS—FISCAL YEAR 2021

    GRANTS OF PLAN-BASED AWARDS—FISCAL YEAR 2021

  120. GRANTS OF PLAN-BASED AWARDS—FISCAL YEAR 2021

    | Named Executive Officer | Award Type(1) | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(4) | All Other Option Awards: Number of Securities Underlying Options(5) | Exercise or Base Price of Option Awards ($/Sh) | Closing Price on Date of Grant of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(6) | | | | | Threshold(2) | Target | Maximum | Threshold | Target | Maximum | | | | | | | Darius Adamczyk | ICP | | $29,323 | $2,932,328 | $5,864,656 | | | | | | | | | | | NQSO | 2/12/2021 | | | | | | | | 163,500 | $202.72 | $203.57 | $5,248,350 | | | PSU21-23 | 3/15/2021 | | | | 3,861 | 35,300 | 70,600 | | | | | $7,502,309 | | | RSU | 2/12/2021 | | | | | | | 11,000 | | | | $2,229,920 | | | PSU20-22 | 3/15/2021 | | | | | | | | | | | $4,754,160 | | Gregory P. Lewis | ICP | | $8,305 | $830,493 | $1,660,986 | | | | | | | | | | | NQSO | 2/12/2021 | | | | | | | | 51,200 | $202.72 | $203.57 | $1,643,520 | | | PSU21-23 | 3/15/2021 | | | | 1,214 | 11,100 | 22,200 | | | | | $2,359,083 | | | RSU | 2/12/2021 | | | | | | | 3,400 | | | | $689,248 | | | PSU20-22 | 3/15/2021 | | | | | | | | | | | $1,469,700 | | Anne T. Madden | ICP | | $8,695 | $869,458 | $1,738,916 | | | | | | | | | | | NQSO | 2/12/2021 | | | | | | | | 51,200 | $202.72 | $203.57 | $1,643,520 | | | PSU21-23 | 3/15/2021 | | | | 1,214 | 11,100 | 22,200 | | | | | $2,359,083 | | | RSU | 2/12/2021 | | | | | | | 3,400 | | | | $689,248 | | | PSU20-22 | 3/15/2021 | | | | | | | | | | | $1,449,700 | | Que Thanh Dallara | ICP | | $6,765 | $676,466 | $1,352,932 | | | | | | | | | | | NQSO | 2/12/2021 | | | | | | | | 42,500 | $202.72 | $203.57 | $1,364,250 | | | PSU21-23 | 3/15/2021 | | | | 1,006 | 9,200 | 18,400 | | | | | $1,955,276 | | | RSU | 2/12/2021 | | | | | | | 2,800 | | | | $567,616 | | | PSU20-22 | 3/15/2021 | | | | | | | | | | | $1,337,108 | | Mike Madsen | ICP | | $7,371 | $737,052 | $1,474,104 | | | | | | | | | | | NQSO | 2/12/2021 | | | | | | | | 34,100 | $202.72 | $203.57 | $1,094,610 | | | PSU21-23 | 3/15/2021 | | | | 809 | 7,400 | 14,800 | | | | | $1,572,722 | | | RSU | 2/12/2021 | | | | | | | 2,300 | | | | $466,256 | | | PSU20-22 | 3/15/2021 | | | | | | | | | | | $898,594 |

  121. GRANTS OF PLAN-BASED AWARDS—FISCAL YEAR 2021

    (1)Award Type: ICP = Incentive Compensation Plan (for 2021 performance year, paid in 2022) NQSO = Nonqualified Stock Option PSU21-23 = 2021-2023 Performance Stock Unit (regular annual award) RSU = Restricted Stock Unit PSU20-22 = 2020-2022 Performance Stock Unit (modification) (2)Represents the minimum level of performance that must be achieved for any amount to be payable. (3)The amount in the Target column represents the number of PSUs awarded to the Named Executive Officer in 2021 under the 2016 Stock Incentive Plan for the performance period of January 1, 2021 - December 31, 2023. Actual earned PSU awards may range from 0% to 200% based on performance against plan metrics over the three-year performance period. Awards vest 100% in February 2024. 50% of the total number of PSUs earned will be converted to, and paid in, cash. 50% of the earned PSUs will be paid in shares subject to a minimum one-year holding period. (4)Represents the number of RSUs awarded to the Named Executive Officer in 2021 under the 2016 Stock Incentive Plan. These RSUs vest in three installments; 33% on each of the second and fourth anniversaries of the grant date and 34% on the sixth anniversary of the grant date. (5)NQSO awards in this column represent the number of annual stock options awarded to the Named Executive Officers on the Grant Date. These stock options vest in equal annual installments over a period of four years and have a ten-year term. The exercise price is equal to the fair market value of Honeywell stock on the date of grant. (6)The grant date fair value of each NQSO in this column was $32.10, calculated in accordance with FASB ASC Topic 718, using the Black-Scholes option valuation model at the time of grant. A more detailed discussion of the assumptions used in the valuation of stock option awards may be found in Note 15 of the Notes to the Financial Statements in the Company’s Form 10-K for the year ended December 31, 2021. The grant date fair value of each RSU was $202.72 based on the fair market value of Honeywell stock on the grant date. The grant date fair value for each PSU21-23 was $212.53, determined based on the fair market value of Honeywell stock on the date of grant (March 15, 2021) of $214.85 for the three internal financial metrics, and a value of $205.57 for the Relative TSR metric. The value for each PSU20-22 represents the incremental fair value of the 2020-2022 PSUs, that were originally granted on February 14, 2020 and modified on March 15, 2021, of $127.80 per PSU, computed as of the modification date in accordance with FASB ASC Topic 718. DESCRIPTION OF PLAN-BASED AWARDS All NQSO, PSU, and RSU awards granted to the Named Executive Officers in fiscal year 2021 were granted under the Company’s 2016 Stock Incentive Plan and are governed by and subject to the terms and conditions of the 2016 Stock Incentive Plan and the relevant award agreements. A detailed discussion of these long-term incentive awards can be found beginning on page 65 of this Proxy Statement.

  122. GRANTS OF PLAN-BASED AWARDS—FISCAL YEAR 2021

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  123. OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END

  124. OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END

    | | | Option Awards (1) | | | | Stock Awards | | | | | Name | Grant Year | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(2) | Number of Unearned Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(2) | | Darius Adamczyk | 2021 | — | 163,500 | $202.72 | 2/11/2031 | 11,191(3) | $2,333,435 | 35,758(4) | $7,455,901 | | | 2020 | 57,200 | 171,600 | $180.92 | 2/13/2030 | 12,050(5) | $2,512,546 | 38,643(6) | $8,057,452 | | | 2019 | 107,650 | 107,650 | $154.22 | 2/25/2029 | 9,040(7) | $1,884,930 | — | — | | | 2019 | — | — | — | — | 37,967(8) | $7,916,499 | — | — | | | 2018 | 105,513 | 35,172 | $148.79 | 2/26/2028 | 15,439(9) | $3,219,186 | — | — | | | 2017 | 225,598 | — | $119.69 | 2/27/2027 | — | — | — | — | | | 2016 | 105,040 | — | $107.42 | 4/3/2026 | — | — | — | — | | | 2016 | 157,561 | — | $98.70 | 2/24/2026 | 19,923(10) | $4,154,145 | — | — | | | 2015 | 157,561 | — | $98.93 | 2/25/2025 | — | — | — | — | | | 2014 | 147,058 | — | $89.48 | 2/26/2024 | — | — | — | — | | | Total | 1,063,181 | 477,922 | | | 105,610 | $22,020,741 | 74,401 | $15,513,353 | | Gregory P. Lewis | 2021 | — | 51,200 | $202.72 | 2/11/2031 | 3,459(3) | $721,236 | 11,244(4) | $2,344,486 | | | 2020 | 17,550 | 52,650 | $180.92 | 2/13/2030 | 3,636(5) | $758,142 | 11,946(6) | $2,490,860 | | | 2019 | 28,400 | 28,400 | $154.22 | 2/25/2029 | 2,401(7) | $500,633 | — | — | | | 2019 | — | — | — | — | 10,088(8) | $2,103,449 | — | — | | | 2018 | 19,582 | 6,528 | $148.79 | 2/26/2028 | — | — | — | — | | | 2017 | 26,110 | — | $119.69 | 2/27/2027 | — | — | — | — | | | 2016 | — | — | — | — | 1,972(11) | $411,182 | — | — | | | 2016 | 25,209 | — | $98.70 | 2/24/2026 | — | — | — | — | | | 2015 | 23,107 | — | $98.93 | 2/25/2025 | 2,036(12) | $424,526 | — | — | | | 2014 | 21,007 | — | $89.48 | 2/26/2024 | — | — | — | — | | | Total | 160,965 | 138,778 | | | 23,592 | $4,919,168 | 23,190 | $4,835,346 | | Anne T. Madden | 2021 | — | 51,200 | $202.72 | 2/11/2031 | 3,459(3) | $721,236 | 11,244(4) | $2,344,486 | | | 2020 | 17,550 | 52,650 | $180.92 | 2/13/2030 | 3,636(5) | $758,142 | 11,946(6) | $2,490,860 | | | 2019 | 28,400 | 28,400 | $154.22 | 2/25/2029 | 2,401(7) | $500,633 | — | — | | | 2019 | — | — | — | — | 10,088(8) | $2,103,449 | — | — | | | 2018 | 23,969 | 7,990 | $148.79 | 2/26/2028 | 3,465(9) | $722,487 | — | — | | | 2017 | 28,199 | — | $119.69 | 2/27/2027 | — | — | — | — | | | 2016 | 28,885 | — | $98.70 | 2/24/2026 | 3,190(13) | $665,147 | — | — | | | 2015 | 26,259 | — | $98.93 | 2/25/2025 | — | — | — | — | | | 2014 | 21,007 | — | $89.48 | 2/26/2024 | — | — | — | — | | | Total | 174,269 | 140,240 | | | 26,239 | $5,471,094 | 23,190 | $4,835,346 | | Que Thanh Dallara (20) | 2021 | — | 42,500 | $202.72 | 2/11/2031 | 2,849(3) | $594,045 | 9,319(4) | $1,943,105 | | | 2020 | 14,300 | 42,900 | $180.92 | 2/13/2030 | 3,013(5) | $628,241 | 9,661(6) | $2,014,415 | | | 2019 | 21,800 | 21,800 | $154.22 | 2/25/2029 | 1,836(7) | $382,824 | — | — | | | 2019 | — | — | — | — | 8,766(8) | $1,827,799 | — | — | | | 2018 | 16,527 | 5,510 | $148.79 | 2/26/2028 | 2,412(9) | $502,926 | — | — | | | 2018 | — | — | — | — | 2,664(14) | $555,471 | — | — | | | 2017 | 13,577 | — | $119.69 | 2/27/2027 | 924(15) | $192,663 | — | — | | | Total | 66,204 | 112,710 | | | 22,464 | $4,683,969 | 18,980 | $3,957,520 | | Mike Madsen | 2021 | — | 34,100 | $202.72 | 2/11/2031 | 2,340(3) | $487,913 | 7,496(4) | $1,562,991 | | | 2020 | 11,425 | 34,275 | $180.92 | 2/13/2030 | 2,389(5) | $498,130 | 7,791(6) | $1,624,501 | | | 2019 | 11,866 | 11,869 | $154.22 | 2/25/2029 | 3,493(16) | $728,325 | — | — | | | 2019 | — | — | — | — | 6,066(17) | $1,264,822 | — | — | | | 2018 | 18,015 | 6,006 | $148.79 | 2/26/2028 | — | — | — | — | | | 2017 | 24,021 | — | $119.69 | 2/27/2027 | 1,941(18) | $404,718 | — | — | | | 2016 | 23,107 | — | $98.70 | 2/24/2026 | 1,994(19) | $415,769 | — | — | | | 2015 | 13,696 | — | $98.93 | 2/25/2025 | — | — | — | — | | | 2014 | 16,007 | — | $89.48 | 2/26/2024 | — | — | — | — | | | Total | 118,137 | 86,250 | | | 18,223 | $3,799,677 | 15,287 | $3,187,492 |

  125. OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END

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  126. OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END

    (1)Stock option grants vest in four installments at the rate of 25% per year beginning on the first anniversary of the date of grant. (2)Market value determined using the closing market price of $208.51 per share of common stock on December 31, 2021. (3)2021 RSU grants will vest 33% on each of February 12, 2023 and February 12, 2025, with the remaining RSUs vesting on February 12, 2027. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2021, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (4)Represents PSUs issued under the 2021-2023 Performance Plan. Actual payout will be based on final performance against plan metrics for the full three-year cycle. The number of PSUs reflected on the table includes dividend equivalents applied on the target number of shares through December 31, 2021, which were reinvested as additional unvested PSUs that will vest on the same basis as the underlying PSUs to which they relate. (5)2020 RSU grants will vest 33% on each of February 14, 2022 and February 14, 2024, with the remaining RSUs vesting on February 14, 2026. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2021, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (6)Represents PSUs issued under the 2020-2022 Performance Plan. Actual payout will be based on final performance against plan metrics, as modified on March 15, 2021, for the full cycle . The number of PSUs reflected on the table includes dividend equivalents applied on the target number of shares through December 31, 2021, which were reinvested as additional unvested PSUs that will vest on the same basis as the underlying PSUs to which they relate. (7)A portion of these RSUs vested on February 26, 2021. The remaining RSUs will vest 49% on February 26, 2023 and 51% on February 26, 2025. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2021, which were reinvested as additional RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (8)Represents PSUs issued under the 2019-2021 Performance Plan based on final MDCC approved payout for the full three-year cycle. The number of PSUs reflected on the table includes dividend equivalents applied on the target number of shares through December 31, 2021, which were reinvested as additional unvested PSUs that will vest on the same basis as the underlying PSUs to which they relate. (9)A portion of these RSUs vested on February 27, 2020. The remaining RSUs will vest 49% on February 27, 2022, and 51% February 27, 2024. The number of RSUs reflected here include dividend equivalents applied through December 31, 2021, which were reinvested as additional RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (10)Represents Performance RSUs which achieved a 200% payout percentage based on Honeywell’s TSR performance relative to the Compensation Peer Group over a three-year period of August 1, 2016–July 31, 2019. A portion of these RSUs vested in July 2019 and July 2021. The remaining RSUs will vest on July 31, 2023. The number of Performance RSUs reflected here includes dividend equivalents applied through December 31, 2021, which were reinvested as additional unvested Performance RSUs that will be adjusted and vest on the same basis as the underlying Performance RSUs to which they relate. (11)A portion of these RSUs vested on October 3, 2019 and October 3, 2021. The remaining RSUs will vest on October 3, 2023. The number of RSUs reflected here includes dividend equivalents applied through December 31, 2021, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (12)A portion of these RSUs vested on July 31, 2018, and July 31, 2020. The remaining RSUs will vest July 31, 2022. The number of RSUs reflected here includes dividend equivalents applied through December 31, 2021, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (13)A portion of these RSUs vested on July 26, 2019 and July 26, 2021. The remaining RSUs will vest on July 26, 2023. The number of RSUs reflected here includes dividend equivalents applied through December 31, 2021, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (14)A portion of these RSUs vested on December 26, 2019 and December 26, 2021. The remaining RSUs will vest on December 26, 2023. The number of RSUs reflected here includes dividend equivalents applied through December 31, 2021, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (15)50% of these RSUs vested on January 17, 2020, and the remaining RSUs vested on January 17, 2022. The number of RSUs reflected here includes dividend equivalents applied through December 31, 2021, which were reinvested as additional RSUs that vested based on the same vesting schedule as the RSUs to which they relate. (16)These RSUs will vest 100% on February 27, 2022. The number of RSUs reflected here includes dividend equivalents applied through December 31, 2021, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (17)A portion of these RSUs vested on July 25, 2021. The remaining RSUs will vest 49% on July 25, 2023, and 51% July 25, 2025. The number of RSUs reflected here include dividend equivalents applied through December 31, 2021, which were reinvested as additional RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (18)A portion of these RSUs vested on July 27, 2019 and July 27, 2021. The remaining RSUs will vest on July 27, 2023. The number of RSUs reflected here includes dividend equivalents applied through December 31, 2021, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (19)A portion of these RSUs vested on July 29, 2019 and July 29, 2021. The remaining RSUs will vest on July 29, 2023. The number of RSUs reflected here includes dividend equivalents applied through December 31, 2021, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (20)Ms. Dallara will forfeit all outstanding equity awards that are unvested as of May 1, 2022, the effective date of her resignation.

  127. OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END

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  128. OPTION EXERCISES AND STOCK VESTED—FISCAL YEAR 2021

    OPTION EXERCISES AND STOCK VESTED—FISCAL YEAR 2021

  129. OPTION EXERCISES AND STOCK VESTED—FISCAL YEAR 2021

    | | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise(1) | Value Realized on Exercise(2) | Number of Shares Acquired on Vesting(3) | Value Realized on Vesting(4) | | Mr. Adamczyk | 42,015(5) | $6,953,609 | 103,174(6) | $22,207,274 | | Mr. Lewis | 12,602(7) | $2,154,768 | 7,011(8) | $1,453,829 | | Ms. Madden | 21,007(9) | $3,293,856 | 19,962(10) | $4,234,626 | | Ms. Dallara | — | — | 14,433(11) | $3,000,203 | | Mr. Madsen | — | — | 10,377(12) | $2,294,689 |

  130. OPTION EXERCISES AND STOCK VESTED—FISCAL YEAR 2021

    (1)Represents the total number of stock options exercised during 2021 before the sale of option shares to cover the option exercise price, transaction costs and applicable taxes. (2)Represents “in the money” value of stock options at exercise calculated as: the difference between the market price at exercise and the exercise price, multiplied by the total number of options exercised. The individual totals may include multiple exercise transactions during the year. Under Honeywell’s Stock Ownership Guidelines, an officer must hold after-tax net gain shares from an options exercise for at least one year before they can be sold (waived upon retirement). (3)Represents the total number of RSUs and PSUs that vested during 2021 before share withholding for taxes and transaction costs. (4)Represents the total value of RSUs and PSUs at the vesting date calculated at the average of the high and low share price of one share of common stock on the day of vesting multiplied by the total number of units that vested. The individual totals may include multiple vesting transactions during the year. Under Honeywell’s Stock Ownership Guidelines, an officer must hold after-tax net shares from an RSU and PSU vesting for at least one year before they can be sold (waived upon retirement). (5)Relates to stock options originally granted in February 2013 with a ten-year term that would have expired in 2023 if not exercised. In connection with the stock option exercise, shares were withheld to cover the exercise price and the applicable taxes due upon exercise with Mr. Adamczyk receiving a total of 16,565 net gain shares. Net gain shares must be held at least one year before they can be sold. (6)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 18,929 net shares were retained. Upon the vesting of PSUs, 34,469 shares were settled in cash, and 19,061 net shares were retained after withholding shares to cover applicable taxes. Net shares must be held at least one year before they can be sold. (7)Relates to stock options originally granted in February 2012 and February 2013 with a ten-year term that would have expired in 2022 and 2023 respectively if not exercised. In connection with the stock option exercises, shares were withheld to cover the exercise price and the applicable taxes due upon exercise with Mr. Lewis receiving a total of 5,011 net gain shares. Net gain shares must be held at least one year before they can be sold. (8)After withholding shares to cover applicable taxes and fees due upon the vesting of RSUs, a total of 3,875 net shares were retained. Net shares must be held at least one year before they can be sold. (9)Relates to stock options originally granted in February 2013 with a ten-year term that would have expired in 2023 if not exercised. In connection with the stock option exercise, shares were withheld to cover the exercise price and the applicable taxes due upon exercise with Ms. Madden receiving a total of 8,146 net gain shares. Net gain shares must be held at least one year before they can be sold. (10)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 2,336 net shares were retained. Upon the vesting of PSUs, 7,866 shares were settled in cash, and 4,350 net shares were retained after withholding shares to cover applicable taxes. Net shares must be held at least one year before they can be sold. (11)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 1,905 net shares were retained. Upon the vesting of PSUs, 5,479 shares were settled in cash, and 3,008 net shares were retained after withholding shares to cover applicable taxes. Net shares must be held at least one year before they can be sold. (12)After withholding shares to cover applicable taxes and fees due upon the vesting of RSUs, a total of 5,771 net shares were retained. Net shares must be held at least one year before they can be sold.

  131. OPTION EXERCISES AND STOCK VESTED—FISCAL YEAR 2021

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  132. PENSION BENEFITS

    PENSION BENEFITS The following table provides summary information about the pension benefits that have been earned by the Company’s Named Executive Officers under two pension plans, the Honeywell International Inc. Supplemental Executive Retirement Plan (SERP) and the Honeywell International Inc. Retirement Earnings Plan (REP).

  133. Pension Benefits—Fiscal Year 2021

    Pension Benefits—Fiscal Year 2021

  134. Pension Benefits—Fiscal Year 2021

    | Named Executive Officer | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefits(1) | | Darius Adamczyk | REP | 9.7 | $162,846 | | | SERP | 13.5 | $3,615,436 | | | Total | | $3,778,282 | | Gregory P. Lewis | REP | 15 | $252,828 | | | SERP | 15 | $921,009 | | | Total | | $1,173,837 | | Anne T. Madden | REP | 25.5 | $429,114 | | | SERP | 25.5 | $1,868,023 | | | Total | | $2,297,137 | | Que Thanh Dallara | REP | 0 | $— | | | SERP | 0 | $— | | | Total | | $— | | Michael R. Madsen | REP | 35.6 | $1,890,262 | | | SERP | 35.6 | $2,661,942 | | | Total | | $4,552,204 |

  135. Pension Benefits—Fiscal Year 2021

    (1)The present value of the accumulated retirement benefit for each Named Executive Officer is calculated using a 2.87% discount rate, the projected PRI-2012 mortality table, and with a retirement of age 62 for Mr. Madsen and age 65 for the other Named Executive Officers (the earliest ages at which the Named Executive Officer can retire without an early retirement benefit reduction). The SERP and REP benefits depend on the length of each Named Executive Officer’s employment with Honeywell (and companies that have been acquired by Honeywell). This information is provided in the table above under the column titled “Number of Years of Credited Service.” The column in the table above titled “Present Value of Accumulated Benefits” represents a financial calculation that estimates the cash value today of the full pension benefit that has been earned by each Named Executive Officer. It is based on various assumptions, including assumptions about how long each Named Executive Officer will live and future interest rates. Additional details about the pension benefits for each Named Executive Officer include: •The REP is a tax-qualified pension plan in which a significant portion of Honeywell’s U.S. employees participate. •The REP complies with tax requirements applicable to broad-based pension plans, which impose dollar limits on the amount of benefits that can be provided. As a result, the pensions that can be paid under the REP for higher-paid employees represent a much smaller fraction of current income than the pensions that can be paid to less highly paid employees. We make up for this difference, in part, by providing supplemental pensions through the SERP. •All SERP benefits will be paid on the first day of the first month that begins following the 105th day after the later of the officer’s separation from service (as that term is defined in Internal Revenue Code Section 409A) or his or her earliest retirement date. •Ms. Dallara does not participate in the REP or the SERP and is not eligible to receive a pension benefit from Honeywell.

  136. Pension Benefits—Fiscal Year 2021

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  137. Pension Benefits—Fiscal Year 2021

    PENSION BENEFIT CALCULATION FORMULAS Within the REP and the SERP, a variety of formulas are used to determine pension benefits. Different benefit formulas apply for different groups of employees for historical reasons. Generally, as Honeywell has grown through acquisitions, the Company has in many cases retained the benefit formulas under pension plans that were maintained by the companies acquired, in order to provide continuity for employees. The differences in the benefit formulas for our Named Executive Officers reflect this history. The explanation below describes the formulas that are used to determine the amount of pension benefits for each of the Company’s Named Executive Officers (NEOs) under the REP and the SERP.

  138. Pension Benefits—Fiscal Year 2021

    | Name of Formula | Benefit Calculation | | REP | •Lump sum equal to (1) 6% of final average compensation (annual average compensation for the five calendar years out of the previous 10 calendar years that produces highest average) times (2) credited service. | | ALLIED SALARIED | •Single life annuity equal to (1)(A) 2% of final average compensation (average of compensation for the 60 consecutive months out of prior 120 months that produces highest average) times (B) credited service (up to 25 years), minus (2) 64% of estimated Social Security benefits. The final average compensation component of the formula was frozen and no amounts earned or paid after December 31, 2015 will be included, except that the annual incentive compensation paid in 2016 will be included in 2015 compensation. | | SIGNAL | •Single life annuity equal to (1)(A) 1.5% of final average compensation (average of compensation for the 60 consecutive months out of the last 120 that produces the highest average) times (B) credited service (with no limit on service) minus (2)(A) 1.5% of estimated Social Security times (B) credited service up to 33 1/3 years. The final average compensation component of the formula was frozen and no amounts earned or paid after December 31, 2015 will be included, except that the annual incentive compensation paid in 2016 will be included in 2015 compensation. |

  139. Pension Benefits—Fiscal Year 2021

    For each pension benefit calculation formula listed in the chart above, compensation includes base pay, short-term incentive compensation, payroll-based rewards and recognition and lump sum incentives. Calculations for pension formulas other than the REP formula include the annual incentive compensation in the year earned. The REP formula includes annual incentive compensation in the year paid. The amount of compensation taken into account under the REP is limited by tax rules, but the amount of compensation taken into account under the SERP is not. The 2015 compensation change described above also applies to the compensation taken into account under the SERP. The benefit formulas above describe the pension benefits in terms of a lump sum cash payment (for the REP formula) or a single life annuity (for the other formulas). Participants are entitled to receive their benefits in other payment forms, including, for example joint and survivor annuities, period certain annuities and level income payments. However, the value of each available payment form is the same. Based on SERP terms, Mr. Madsen will receive his SERP benefits in the form of a lump sum. The Allied Salaried formula also provides for early retirement benefits. A participant is eligible for early retirement if the participant's age and years of service equal or exceed 60 and the participant has attached age 50 with at least five years of service or if the participant's age and years of service equal or exceed 80 regardless of the participant's age. If the participant retires early, the participant's benefit at normal retirement age is reduced by 1/4 of 1% for each month payments begin before age 62 (3% per year). In addition, the Social Security benefit reduction portion of the formula is reduced by 1/180 for each month benefits are paid between ages 60 and 65, and 1/360 for each month benefits are paid before the participant's 60th birthday. As stated above, the pension formula used to determine the amount of pension benefits under each of the plans for our NEOs differs for historical reasons. The table below describes which formulas are applicable to each of our NEOs.

  140. Pension Benefits—Fiscal Year 2021

    | Name/Formula | Description of Total Pension Benefits | | Darius Adamczyk Total pension benefit = REP formula benefits | •Mr. Adamczyk’s pension benefits under the REP and the SERP are determined under the REP formula, with the SERP benefit calculated using all his Honeywell employment as credited service. | | Gregory P. Lewis Total pension benefit = REP formula benefits | •Mr. Lewis’ pension benefits under the REP and the SERP are determined under the REP formula. | | Anne T. Madden Total pension benefit = REP formula benefits | •Ms. Madden’s pension benefits under the REP and the SERP are determined under the REP formula. | | Michael R. Madsen Total pension benefit = Allied Salaried formula benefits | •Mr. Madsen is currently eligible for early retirement benefits payable under the Allied Salaried formula. Due to subsidized early retirement, the value of his benefit payable on December 31, 2021 exceeds the benefit shown in the table above by $749,413. A portion of Mr. Madsen's pension benefits under the REP and a portion of his SERP benefits are determined under the Signal formula. These amounts are part of, not in addition to, his Allied Salaried formula benefits. |

  141. Pension Benefits—Fiscal Year 2021

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  142. NONQUALIFIED DEFERRED COMPENSATION—FISCAL YEAR 2021

    NONQUALIFIED DEFERRED COMPENSATION—FISCAL YEAR 2021 Honeywell limits deferred compensation amounts owed to executives by having the interest rate accruing on deferrals under the Honeywell Excess Benefit Plan and Honeywell Supplemental Savings Plan (the SS Plan) and the Honeywell Deferred Incentive Plan (the DIC Plan) be a rate that changes annually based on the Company’s 15-year cost of borrowing and requiring payment of the SS Plan or DIC Plan deferrals to begin shortly after termination of employment in a lump sum unless the participant leaves the Company after reaching retirement (age 55 with 10 years of service). In addition, cash dividend equivalents on vested deferred RSUs cannot be deferred and dividend equivalents on unvested RSUs are reinvested in additional RSUs and subject to the same vesting schedule as the underlying RSUs.

  143. NONQUALIFIED DEFERRED COMPENSATION—FISCAL YEAR 2021

    | Named Executive Officer | Plan | Executive Contributions in Last FY(3) | Registrant Contributions in Last FY(1)(3) | Aggregate Earnings in Last FY(3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE(3) | | Darius Adamczyk | SS Plan(1) | $114,438 | $100,134 | $14,217 | — | $1,745,827 | | | DIC Plan | $— | — | $21,783 | — | $1,291,629 | | | Deferred RSUs(2) | — | — | — | — | — | | | Total | $114,438 | $100,134 | $36,000 | — | $3,037,456 | | Gregory P. Lewis | SS Plan(1) | $127,600 | $37,757 | $9,029 | — | $811,336 | | | DIC Plan | — | — | $2,054 | — | $121,579 | | | Deferred RSUs(2) | — | — | — | — | — | | | Total | $127,600 | $37,757 | $11,083 | — | $932,915 | | Anne T. Madden | SS Plan(1) | $260,695 | $40,533 | $85,930 | — | $3,886,846 | | | DIC Plan | $758,000 | — | $110,553 | — | $6,630,274 | | | Deferred RSUs(2) | — | — | $(42,263) | — | $7,684,352 | | | Total | $1,018,695 | $40,533 | $154,220 | — | $18,201,472 | | Que Thanh Dallara | SS Plan(1) | $99,930 | 30,256 | $6,799 | — | $515,323 | | | DIC Plan | 55,600 | — | $4,855 | — | $294,014 | | | Deferred RSUs(2) | — | — | — | — | — | | | Total | $155,530 | $30,256 | $11,654 | — | $809,337 | | Michael R. Madsen | SS Plan(1) | $39,410 | $31,246 | $10,479 | — | $912,932 | | | DIC Plan | — | — | — | — | — | | | Deferred RSUs(2) | — | — | — | — | — | | | Total | $39,410 | $31,246 | $10,479 | — | $912,932 |

  144. NONQUALIFIED DEFERRED COMPENSATION—FISCAL YEAR 2021

    All deferred compensation amounts, regardless of the plan, are unfunded and unsecured obligations of the Company and are subject to the same risks as any of the Company’s general obligations. (1)For SS Plan deferrals, the Company matching contributions are credited annually no later than the following January 31st if the Named Executive Officer was actively employed or on a disability leave of absence as of December 15th. The value of registrant contributions in the last fiscal year for the SS Plan includes annual matching contributions that were credited to the Named Executive Officers in January 2022 for the 2021 year. (2)The value of executive contributions in the last fiscal year is calculated by multiplying the number of deferred RSUs that vested in 2021 by the closing price of a share of common stock on the vesting date (or the next business day following the vesting date). The value of the aggregate balance at the last fiscal year is calculated by multiplying the total number of vested, deferred RSUs on December 31, 2021, by the closing price of a share of common stock on December 31, 2021 ($208.51). This column reflects the following: 34,716 units including dividend reinvestment units and $445,628 in cash for Ms. Madden. (3)The following table details the extent to which amounts reported in the contributions and earnings columns are reported in the Summary Compensation Table and amounts reported in the aggregate balance column were reported in the Summary Compensation Table for previous years. In the table above, for the SS Plan, the Aggregate Earnings in Last FY column includes interest credits and changes in the value of the Company Common Stock Fund. The value of the Company Common Stock Fund increases or decreases in accordance with the Company’s stock price and the reinvestment of dividends. In the table above, for the deferred RSUs, the Aggregate Earnings in Last FY column includes dividend equivalent credits and any increase (or decrease) in the Company’s stock price.

  145. NONQUALIFIED DEFERRED COMPENSATION—FISCAL YEAR 2021

    | Named Executive Officer | Executive Contributions in SCT | Registrant Contributions in SCT | Earnings in SCT | Portion of Aggregate Balance Included in Prior SCTs | | Darius Adamczyk | $114,438 | $100,134 | $2,489 | $2,126,264 | | Gregory P. Lewis | $127,600 | $37,757 | $747 | $338,075 | | Anne T. Madden | $260,695 | $40,533 | $57,507 | $2,469,873 | | Que Thanh Dallara | $99,930 | $30,256 | $773 | $0 | | Michael R. Madsen | $39,410 | $31,246 | $726 | $0 |

  146. NONQUALIFIED DEFERRED COMPENSATION—FISCAL YEAR 2021

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  147. NONQUALIFIED DEFERRED COMPENSATION—FISCAL YEAR 2021

    HONEYWELL EXCESS BENEFIT PLAN AND HONEYWELL SUPPLEMENTAL SAVINGS PLAN The Supplemental Savings Plan allows Honeywell executives, including the Named Executive Officers, to defer the portion of their annual base salary that cannot be contributed to the Company’s tax-qualified 401(k) plan due to the annual deferral and compensation limits imposed by the Internal Revenue Code and/or up to an additional 25% of base annual salary for the plan year. To the extent amounts have not already been matched on a similar basis under the Company’s 401(k) plan, Honeywell matched deferrals posted to the SS Plan at the rate of 87.5% on the first 8% of eligible pay. Matching contributions are always vested and are credited on an annual basis if the participant was actively employed or on a disability leave of absence as of December 15, 2021. Interest Rate. Participant deferrals for the 2005 plan year and later are credited with a rate of interest, compounded daily, based on the Company’s 15-year cost of borrowing. The rate is subject to change annually, and for 2021, this rate was 1.74%. Participant deferrals for the 2004 plan year and earlier are credited with a rate of interest, compounded daily, that was set by the Management Development and Compensation Committee (MDCC) before the beginning of each plan year and is fixed until the deferral is distributed. Prior to the 2005 plan year, the MDCC would set the rate at an above-market rate to retain executives. Above-market interest credited on SS Plan deferrals and reflected in the Summary Compensation Table on page 78 includes the difference between market interest rates determined by SEC rules and the interest credited under the SS Plan. Matching contributions are treated as invested in common stock. Dividends are treated as reinvested in additional shares of common stock. Distribution. Amounts deferred for the 2005 plan year and later will be distributed in a lump sum in January of the year following the termination of the participant’s active employment. For the 2020 plan year and later, a participant can elect to receive five, 10 or 15 installments in lieu of the lump sum payment, which election will take effect only if the participant terminates employment after reaching age 55 with 10 years of service; for the 2006 to 2019 plan years, a participant could elect up to ten installments under the same terms. Except in hardship circumstances, amounts deferred for the 2004 plan year and earlier will be distributed either in January of any subsequent year or in January of the year following termination of employment, as elected by the participant. The participant could elect to receive distributions in a lump sum or up to 15 annual installments. Participant deferrals to the SS Plan are distributed in cash only. Matching contributions are distributed in shares of common stock. Amounts deferred for the 2005 plan year and later cannot be withdrawn before the distribution date for any reason. Amounts deferred for the 2004 plan year and earlier may be withdrawn before the distribution date if a hardship exists or the participant requests an immediate withdrawal subject to a penalty of 6%. HONEYWELL SALARY AND INCENTIVE AWARD DEFERRAL PLAN FOR SELECTED EMPLOYEES The Honeywell DIC Plan allows Honeywell executives, including the Named Executive Officers, to defer all or a portion of their annual cash incentive compensation. Interest Rate. Beginning in 2005, deferrals are credited with a rate of interest, based on Honeywell’s 15-year borrowing rate which is set annually at the beginning of the year (1.74% for 2021). Amounts deferred for the 2004 plan year and earlier are credited with a rate of interest, compounded daily, that was set by the MDCC before the beginning of each plan year and is fixed until the deferral is distributed. Prior to the 2005 plan year, the MDCC would set the total rate at an above-market rate to retain executives. Above-market interest credited on DIC Plan deferrals and reflected in the Summary Compensation Table on page 78 includes the difference between market interest rates determined by SEC rules and the interest credited under the DIC Plan. Distribution. Amounts deferred for the 2006 plan year and later will be distributed in a lump sum in January of the year following the termination of the participant’s active employment. For the 2020 plan year and later, a participant can elect to receive five, 10 or 15 installments in lieu of the lump sum payment, which election will take effect only if the participant terminates employment after reaching age 55 with 10 years of service; for the 2006 to 2019 plan years, a participant could elect up to 10 installments under the same terms. Except in hardship circumstances (if permitted), amounts deferred for the 2005 plan year and earlier will be distributed either in January of any year three years after the compensation was earned or in January of the year following termination of the participant’s employment, as elected by the participant. The participant could elect to receive non-hardship distributions in a lump sum or up to 15 annual installments.

  148. NONQUALIFIED DEFERRED COMPENSATION—FISCAL YEAR 2021

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  149. NONQUALIFIED DEFERRED COMPENSATION—FISCAL YEAR 2021

    Amounts deferred for the 2002 plan year and later cannot be withdrawn before the distribution date for any reason. Amounts deferred for the 2001 plan year and earlier may be withdrawn before the distribution date if a hardship exists or the participant requests an immediate withdrawal subject to a penalty that ranges from 0% to 6% and that is based on the 10-year Treasury bond rate at the beginning of the calendar quarter. DEFERRAL OF RSUs The Named Executive Officers may defer the receipt of up to 100% of certain RSUs upon vesting based on an election made at the time of grant. The executive may defer payment to: •A specific year after the vesting year; or •The year following the executive’s termination of active employment. The executive can also choose to receive payment in a lump sum or up to 15 annual installments and can also elect at the time of grant to accelerate the form and timing of payment following a change in control to a lump sum paid no later than 90 days following the change in control. Cash dividend equivalents on deferred RSUs (determined at the same rate as a regular share of common stock) are converted to additional deferred RSUs as of the dividend payment date and are subject to the same payment schedule and restrictions as the underlying deferred RSUs. For grants made before July 2004, an executive could also defer dividend equivalents in cash and such amounts are credited with interest at a 10% rate, compounded daily, until payment. The practice of deferring dividend equivalents in cash ended in July 2004. Ms. Madden is the only NEO with legacy deferred RSU awards under these prior provisions. Above-market interest related to Ms. Madden's deferred RSU dividend equivalents is included on the Summary Compensation Table as the difference between market interest rates determined by SEC rules and the 10% interest credited by the Company on her pre-July 2004 grants, the terms of which cannot be amended. UNVESTED DIVIDEND EQUIVALENTS Cash dividend equivalents on unvested RSUs (determined at the same rate as a regular share of common stock) are converted to additional unvested RSUs as of the dividend payment date and are subject to the same vesting schedule and restrictions as the underlying RSUs. The terms of the SERP Plan, the SS Plan, the DIC Plan, the deferred RSUs and the unvested dividend equivalents are subject to the requirements of, and regulations and guidance published by, Section 409A of the Internal Revenue Code.

  150. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL This section describes the benefits payable to our named executive officers (NEOs) in two circumstances: •Termination of Employment •Change in Control (CIC) SENIOR SEVERANCE PLAN These benefits are determined primarily under a plan that we refer to as our Senior Severance Plan. In addition to the Senior Severance Plan, other of our benefits plans, such as our annual incentive compensation plan, also have provisions that impact these benefits. These benefits ensure that our executives are motivated primarily by the needs of the businesses for which they are responsible, rather than circumstances that are outside the ordinary course of business, i.e., circumstances that might lead to the termination of an executive’s employment or that might lead to a CIC of the Company. Generally, this is achieved by assuring our NEOs that they will receive a level of continued compensation if their employment is adversely affected in these circumstances, subject to certain conditions. We believe that these benefits help ensure that affected executives act in the best interests of our shareowners, even if such actions are otherwise contrary to their personal interests. This is critical because these are circumstances in which the actions of our NEOs may have a material impact upon our shareowners. Accordingly, we set the level and terms of these benefits in a way that we believe is necessary to obtain the desired results. The level of benefit and the rights to benefits are determined by the type of termination event, as described below. We believe that these benefits are generally in line with current market practices and are particularly important as we do not maintain employment agreements with our NEOs. Benefits provided under the Senior Severance Plan are conditioned on the executive executing a full release of claims and certain non-competition and non-solicitation covenants in favor of the Company. The right to continued severance benefits under the plan ceases in the event of a violation of such covenants. In addition, we would seek to recover severance benefits already paid to any executive who violates such restrictive covenants.

  151. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  152. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    In the case of a CIC, severance benefits are payable only if both parts of the “double trigger” are satisfied. That is, (i) there must be a CIC of our Company, and (ii)(A) the NEO must be involuntarily terminated other than for cause, or (ii)(B) the NEO must initiate the termination of his own employment for good reason. Similarly, the Company also amended its stock incentive plan in 2014 to eliminate automatic single-trigger vesting of all new equity and Performance Plan Unit awards that are rolled-over upon a CIC. SUMMARY OF BENEFITS—TERMINATION EVENTS The following table summarizes the termination of employment and CIC benefits payable to our NEOs. None of these termination benefits are payable to NEOs who voluntarily resign (other than voluntary resignations for good reason after a CIC) or whose employment is terminated by us for cause. The information in the table below assumes, in each case, that termination of employment occurred on December 31, 2021. Pension and non-qualified deferred compensation benefits, which are described elsewhere in this Proxy Statement, are not included in the table below in accordance with applicable SEC rules, even though they may become payable upon the occurrence of the events specified in the table. The effect of a termination of employment or CIC on outstanding stock options, RSUs and PSUs is described in the section below entitled “Impact on Equity-Based Awards.”

  153. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Payments and Benefits | Named Executive Officer | Termination by the Company Without Cause | Death | Disability | Change in Control—No Termination of Employment | Change in Control—Termination of Employment by Company Without Cause, By NEO for Good Reason or Due to Disability | | Cash Severance | Mr. Adamczyk | $14,025,000 | $— | $— | $— | $14,025,000 | | (Base Salary + Bonus) | Mr. Lewis | $2,550,000 | $— | $— | $— | $3,400,000 | | | Ms. Madden | $2,603,100 | $— | $— | $— | $3,470,800 | | | Ms. Dallara | $2,055,000 | $— | $— | $— | $2,740,000 | | | Mr. Madsen | $2,247,000 | $— | $— | $— | $2,996,000 | | ICP | Mr. Adamczyk | $— | $— | $— | $3,910,000 | $3,910,000 | | (Year of Termination) | Mr. Lewis | $— | $— | $— | $1,107,000 | $1,107,000 | | | Ms. Madden | $— | $— | $— | $1,159,000 | $1,159,000 | | | Ms. Dallara | $— | $— | $— | $804,000 | $804,000 | | | Mr. Madsen | $— | $— | $— | $827,000 | $827,000 | | Performance Cash Units | Mr. Adamczyk | $— | $— | $— | $— | $— | | | Mr. Lewis | $— | $— | $— | $— | $— | | | Ms. Madden | $— | $— | $— | $— | $— | | | Ms. Dallara | $— | $— | $— | $— | $— | | | Mr. Madsen | $— | $511,000 | $511,000 | $— | $511,000 | | Benefits and Perquisites | Mr. Adamczyk | $37,346 | $— | $— | $— | $37,346 | | | Mr. Lewis | $13,017 | $— | $— | $— | $17,356 | | | Ms. Madden | $14,237 | $— | $— | $— | $18,996 | | | Ms. Dallara | $5,198 | $— | $— | $— | $6,930 | | | Mr. Madsen | $8,134 | $— | $— | $— | $10,846 | | All Other-Payments/Benefits | Mr. Adamczyk | $— | $— | $— | $— | $— | | | Mr. Lewis | $192,745 | $— | $— | $— | $192,745 | | | Ms. Madden | $258,890 | $— | $— | $— | $547,788 | | | Ms. Dallara | $— | $— | $— | $— | $— | | | Mr. Madsen | $— | $— | $— | $— | $— | | Total | Mr. Adamczyk | $14,062,346 | $— | $— | $3,910,000 | $17,972,346 | | | Mr. Lewis | $2,755,762 | $— | $— | $1,107,000 | $4,717,101 | | | Ms. Madden | $2,876,227 | $— | $— | $1,159,000 | $5,196,584 | | | Ms. Dallara | $2,060,198 | $— | $— | $804,000 | $3,550,930 | | | Mr. Madsen | $2,255,134 | $511,000 | $511,000 | $827,000 | $4,344,846 |

  154. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  155. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    EXPLANATION OF BENEFITS—TERMINATION EVENTS The following describes the benefits that are quantified in the table above assuming the event occurred on December 31, 2021. In regard to each portion of the benefit, the benefits that are paid in the context of a CIC are, except as noted, the same as the benefits paid other than as a result of a CIC.

  156. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Benefit/Event | Amount and Terms of Payments (Other Than Upon a Change In Control) | Change In Control Provisions | | Severance Benefits-Cash Payment Involuntary termination without cause; CIC termination without cause or by a NEO for good reason. | •Three years of base salary and bonus for Mr. Adamczyk, and 18 months of base salary and bonus for the Other NEOs. •Paid periodically, in cash. •Bonus is equal to target percentage of base salary. •Payment conditioned upon a general release in favor of the Company, non-compete, non-disclosure (indefinite duration), and non-solicitation covenants (two years for customers and two years for employees) and refraining from certain other misconduct. | •Three years of base salary and bonus for Mr. Adamczyk, and two years of base salary and bonus for the Other NEOs. •Amounts are paid in a lump sum within 60 days following the later of the date of termination or the CIC date. | | Annual Bonus for the Year of Termination-Cash Payment Annual ICP Plan bonus is payable to NEOs for the year in which a CIC occurs. | •N/A. | •Based on achievement of pre-established ICP goals and the MDCC’s assessment of other relevant criteria, for the stub period ending on the CIC (as defined in the ICP Plan) date, prorated through the CIC date. •Paid in cash at the time ICP awards are typically paid to Honeywell executives for the year in which a CIC occurs, but only if the employee is actively employed on the payment date, has been involuntarily terminated other than for cause or has terminated employment for good reason. | | Performance Cash Units Performance Cash Unit awards are paid out in the event of death, disability and a qualifying termination of employment upon a CIC. | •Only Mr. Madsen (for the 2019-2021 performance cycle) has a Performance Cash Unit (PCU) award issued in 2019 prior to becoming an officer of the Company. PCUs are paid out on a pro rata basis upon death or disability. As the 2019-2021 PCU performance cycle has already concluded, any payout would be the full amount earned based on actual performance. | •Upon a CIC, unvested PCUs remain outstanding to the extent assumed by the successor. Following a CIC, unvested PCUs would vest on a pro rata basis in the event of an involuntary termination other than for cause or a voluntary termination for good reason, within 2 years of the CIC event. For a performance cycle that has already concluded, payout would be based on actual performance. For a performance cycle in progress, the prorated payout would be based on target performance. The “Change in Control-Termination of Employment” column includes the full payout for the 2019-2021 performance cycle for Mr. Madsen. |

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  158. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Benefit/Event | Amount and Terms of Payments (Other Than Upon a Change In Control) | Change In Control Provisions | | Certain Benefits and Perquisites Termination of employment without cause; CIC, voluntary termination of employment for good reason. | •Basic life insurance coverage is continued at Honeywell’s cost for the severance period. •Medical and dental benefits are continued during the severance period at active employee contribution rates. | •Basic life insurance coverage is continued at Honeywell’s cost for the severance period. •Medical and dental benefits are continued during the severance period at active employee contribution rates. | | Other Benefits | •In the case of involuntary termination by the Company without Cause, service credit for pension is provided during the first 12 months of the severance period. | •If employment terminated upon CIC, service credit for pension purposes during the first 12 months of the severance period. Additional 3 years of age & service credit for pension purposes for Ms. Madden under pre-2007 Corporate CIC Severance Plan provisions. |

  159. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    NO EXCISE TAX GROSS-UPS U.S. tax laws may impose an excise tax on employees who receive benefits in connection with a CIC in certain circumstances and subject to certain conditions. The company does not provide for excise tax gross-ups. IMPACT ON EQUITY-BASED AWARDS This section describes the impact of a termination of employment or a CIC on outstanding stock options, RSUs and Performance Plan Stock Units (PSUs) held by our NEOs. Additional information about these awards is included in the Outstanding Equity Awards Table on page 81 of this Proxy Statement. The table below shows the in-the-money value of outstanding unvested stock options, RSUs, PSUs and PCUs held by our NEOs as of December 31, 2021, based on the closing price of a share of common stock as reported on the Nasdaq on that date ($208.51). These awards are scheduled to vest and to expire on various dates in the future. As described below, the vesting of these awards will be accelerated upon death, disability or a qualifying termination of employment following a CIC. Equity awards do not automatically vest upon a CIC to the extent assumed or replaced by the successor in the transaction. In addition, stock options will remain outstanding for different periods depending on the circumstances. The value to a NEO of these provisions depends on the vesting period and remaining terms of the awards.

  160. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Named Executive Officer | In-the-Money Value of Unvested Stock Options | Unvested RSUs | Unvested PSUs(1) | | Mr. Adamczyk | $13,625,899 | $22,020,741 | $7,856,935 | | Mr. Lewis | $3,680,750 | $4,919,168 | $2,442,069 | | Ms. Madden | $3,768,060 | $5,471,094 | $2,442,069 | | Ms. Dallara | $2,942,265 | $4,683,969 | $1,990,645 | | Mr. Madsen | $2,507,520 | $3,799,677 | $1,603,998 |

  161. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)Includes the portion of unvested PSUs that would vest upon Death, Disability or a qualifying termination upon Change in Control.

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  163. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    TERMINATION OR CIC IMPACT ON OUTSTANDING AWARDS Treatment of outstanding stock plan awards following termination of employment depends on the plan under which the awards were granted, as follows:

  164. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Plan | Treatment of Stock Options, RSUs, PSUs and PCUs | | 2011 Stock Incentive Plan of Honeywell International Inc. and its Affiliates | •RSUs become vested in full upon death or disability. •Following termination of employment, unless otherwise agreed by the Company pursuant to the terms of the plan, participants (or their beneficiaries) have until the earlier of the original expiration date or the following period in which to exercise vested options: –Three (3) years in the event of death, disability or a voluntary or involuntary termination (other than for cause) after qualifying for “early retirement” (age 55 and 10 years of service) or “full retirement” (age 60 and 10 years of service); –One (1) year in the case of any other involuntary termination without cause; and –Thirty (30) days in the case of a voluntary termination. •These rules are hereinafter referred to as the “2011 Stock Plan Exercise Rules.” •Unvested stock options and RSUs do not automatically vest upon a CIC if rolled over or replaced by the successor. Following a CIC, vesting shall only occur if a participant’s employment is terminated, either by the successor without cause or by the participant for good reason (that is, “double trigger” vesting), within two years following a CIC. These rules are hereinafter referred to as the “Double Trigger CIC Rules”. | | 2016 Stock Incentive Plan of Honeywell International Inc. and its Affiliates | •The Double Trigger CIC Rules apply to unvested stock options and RSUs under this plan. Double trigger vesting also applies to PSUs awarded under this plan where the awards are rolled over or replaced by the successor, with vesting on a pro rata basis at target for incomplete performance periods, and based on the actual earned award for completed performance cycles, and paid within 90 days of a participant’s termination of employment, either by the successor without cause or by the participant for good reason (that is, “double trigger” vesting), within two years following a CIC. RSU and PSU awards that are not rolled over or replaced by the successor vest immediately upon the CIC. •The 2011 Stock Plan Exercise Rules apply to vested stock options under this plan. In the case of Ms. Dallara, the Company agreed that her vested options will expire on the first anniversary of the effective date of her resignation. •There is no acceleration of vesting of awards upon reaching retirement age. Unvested RSUs and a prorated amount of a PSU award are paid upon a termination due to death or disability. Unvested stock options vest upon a termination due to death or disability. |

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  166. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    DEFINED TERMS USED IN THIS SECTION As used in the Company’s plans, the following terms are assigned the meanings summarized below.

  167. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Term | Summary of Definition | | Change in Control | •The acquisition of 30% or more of the Company's common stock; •The purchase of all or part of the common stock pursuant to a tender offer or exchange offer; •A merger where Honeywell does not survive as an independent, publicly-owned corporation; •A sale of substantially all of Honeywell’s assets; or •A substantial change in Honeywell’s Board over a two-year period. •Additionally, under the Senior Severance Plan, any event that the MDCC, in its discretion, determines to be a Change in Control for purposes of that plan; provided that under the 2011 or 2016 Stock Incentive Plan, each of the events described above would only be a Change in Control if it constitutes a “change in control event” within the meaning of United States Department of Treasury Regulation §1.409A-3(i)(5)(i). | | Termination for Cause | •Clear and convincing evidence of a significant violation of the Company’s Code of Business Conduct; •The misappropriation, embezzlement, or willful destruction of Company property of significant value; •The willful failure to perform, gross negligence or intentional misconduct of significant duties that results in material harm to the business of the Company; •The conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be exercised); •The failure to cooperate fully in a Company investigation or to be fully truthful when providing evidence or testimony in such investigation; or •Clear and convincing evidence of the willful falsification of any financial records of the Company that are used in compiling the Company’s financial statements or related disclosures, with the intent of violating Generally Accepted Accounting Principles or, if applicable, International Financial Reporting Standards. | | Termination for Good Reason | •A material diminution in the NEO’s authority, duties, or responsibilities; •A material decrease in base compensation; •A material reduction in the aggregate benefits available to the NEO where such reduction does not apply to all similarly-situated employees; •Any geographic relocation of the NEO’s position to a location that is more than 50 miles from his or her previous work location; •Any action that constitutes a constructive discharge; or •The failure of a successor to assume these obligations under the Senior Severance Plan. |

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  169. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of the individual identified as our median paid employee and the annual total compensation of Mr. Darius Adamczyk, our Chairman and CEO. To identify the median of the annual total compensation of all our employees, and to determine the annual total compensation of the “median employee”, the methodology and the material assumptions, adjustments and estimates we used were as follows: •For purposes of the 2021 pay ratio disclosure, Honeywell identified a new median employee using our global employee population as of October 31, 2021 (Determination Date). We selected October 31 as the Determination Date, as it was a date within the last three months of 2021, and would allow sufficient time to gather the information to identify the median employee given the global scope of our operations. •Before applying the “De Minimis Exemption” adjustment permitted under SEC rules (described below), our global population consisted of approximately 120,063 individuals

  170. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Total U.S. Employees (1) | 54,192 | | Total non-U.S. Employees | 65,871 (no exclusions) | | Total Global Workforce | 120,063 |

  171. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)Total U.S. Employees includes Sandia National Laboratories and Kansas City National Security Campus workforces, which are U.S. Department of Energy facilities managed by Honeywell as a contract operator. We applied the De Minimis Exemption adjustment to exclude a total of 5,212 employees located in jurisdictions outside the U.S. Such employees represent less than five percent of our Total Global Workforce. The countries and approximate number of Honeywell employees excluded were: Argentina (225), Azerbaijan (3), Bangladesh (2), Belarus (2), Egypt (93), Hungary (300), Indonesia (134), Jordan (14), Morocco (119), Pakistan (4), Peru (39), Philippines (165), Poland (735), Russian Federation (767), Slovakia (859), Thailand (552), Tunisia (951), Turkey (211), Ukraine (35), and Uzbekistan (2). Total Workforce for Determination of Median Employee:

  172. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Total U.S. Employees | 54,192 | | Total non-U.S. Employees | 60,659 (excluding 5,212 employees) | | Total Global Workforce | 114,851 |

  173. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    To identify the median employee from our employee population, we collected actual base salary and incentive awards paid during the 12-month period ending on the Determination Date. As permitted under SEC rules, we annualized the compensation of all newly hired permanent employees during this period. Using this methodology, our median employee was determined to be a full-time employee based in the United States. The annual total compensation for our median employee in calendar 2021, our last completed fiscal year, was $75,529, calculated in accordance with the rules applicable to the Summary Compensation Table (SCT) of this proxy statement. The annual compensation for our median employee includes $9,474 in Company-paid healthcare benefits. For 2021, the annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $26,106,477, which is $6,357 higher than the amount shown in the SCT because of the inclusion of Company-paid healthcare benefits, which are not reflected on the SCT in accordance with SEC rules. Based on this information, for 2021, the ratio of the annual total compensation of Mr. Adamczyk, our CEO, to the median of the annual total compensation of all employees was estimated to be 346 to 1. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported here, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

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