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

DEF 14A of Honeywell International Inc

Filed Apr 6, 2023 · FY20220000773840-23-000024

Open on EDGAR

  1. NOMINEES FOR ELECTION

    NOMINEES FOR ELECTION

  2. NOMINEES FOR ELECTION

    | DARIUS ADAMCZYK CHAIRMAN AND CHIEF EXECUTIVE OFFICER, HONEYWELL INTERNATIONAL INC. | | | | | | | BACKGROUND •Chairman and Chief Executive Officer of Honeywell International Inc. since April 2018. •Was President and Chief Executive Officer from March 2017 to April 2018 and Chief Operating Officer from April 2016 to March 2017. •Served as President and CEO of Honeywell Performance Materials and Technologies (PMT) from April 2014 to April 2016. •Served as President of Honeywell Process Solutions from 2012 to 2014 and as President of Honeywell Scanning and Mobility from 2008 to 2012. •Joined Honeywell in 2008 when Honeywell acquired Metrologic, Inc., where he was the Chief Executive Officer. •Previously held several general management assignments at Ingersoll Rand, served as a senior associate at Booz Allen Hamilton, and started his career as an electrical engineer at General Electric. | | Years of Service: 6 Age: 57 OTHER CURRENT PUBLIC COMPANY BOARDS: •Johnson & Johnson PAST PUBLIC COMPANY BOARDS: •Garrett Motion Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Senior leadership roles in global organizations, both large and small. •Deep understanding of software, both technically and commercially, and a proven track record in growing software-related businesses at Honeywell. •Demonstrated ability to deliver financial results as a leader in a variety of different industries, with disparate business models, technologies, and customers. •Strategic leadership skills necessary to grow Honeywell sales organically and inorganically while meeting the challenges of a constantly changing environment across Honeywell’s diverse business portfolio. |

  3. NOMINEES FOR ELECTION

    | DUNCAN ANGOVE CHIEF EXECUTIVE OFFICER, BLUE YONDER GROUP, INC. | | | | | | | BACKGROUND •Chief Executive Officer of Blue Yonder Group, Inc., a provider of digital supply chain and omnichannel commerce fulfillment cloud software, since July 2022. •Served as Managing Partner of Arcspring LLC, a next-generation private equity firm that combines capital, technology, operational expertise, and design-thinking to unlock exponential growth, from 2019 to July 2022. •Served as President of Infor, Inc., a privately held provider of enterprise software and a strategic technology partner for more than 90,000 organizations worldwide, from 2010 to 2018. •Served as Senior Vice President and General Manager of the Retail Global Business Unit of Oracle Corporation, a global technology provider of enterprise software, hardware, and services, from 2005 to 2010. •Joined Oracle through its acquisition of Retek Inc., then a publicly traded provider of software solutions and services to the retail industry, where he served in various roles of increasing responsibility from 1997 until 2005. | | Years of Service: 5 Age: 56 COMMITTEES: •Management Development and Compensation OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •None | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Senior technology industry leader with global operating experience, including in software and digital transformation, and skilled at driving value creation. •Deep understanding of the trends across enterprise cloud, infrastructure software, digital, and the Internet of Things, and the corresponding risks, including cybersecurity and data privacy compliance. •Extensive experience in corporate strategy, mergers and acquisitions, sales, marketing, and business and product development. |

  4. NOMINEES FOR ELECTION

    | 2023 NOTICE AND PROXY STATEMENT | | | 23 |

  5. NOMINEES FOR ELECTION

    | WILLIAM S. AYER RETIRED CHAIRMAN AND CHIEF EXECUTIVE OFFICER, ALASKA AIR GROUP, INC. | | | | | | | BACKGROUND •Retired Chairman and Chief Executive Officer of Alaska Air Group, Inc. (Alaska Air Group), the parent company of Alaska Airlines and its sister carrier, Horizon Air. •Served as Chief Executive Officer of Alaska Air Group and its subsidiaries through 2012, and as Chairman through 2013. •A veteran of more than three decades in aviation, he began his career with Horizon Air in 1982, where he held a variety of marketing and operations positions. •Joined Alaska Airlines in 1995 as Vice President of Marketing and Planning, and subsequently held the posts of Senior Vice President, Chief Operating Officer, and President. Became Alaska Air Group’s Chief Executive Officer in 2002, and, in May 2003, he was appointed Chairman. •Previously served on the Board of Directors of the Seattle Branch of the Federal Reserve Bank of San Francisco. | | Years of Service: 8 Age: 68 COMMITTEES: •Corporate Governance and Responsibility (Chair) •Management Development and Compensation OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •Alaska Air Group, Inc. •Puget Sound Energy, Inc. and Puget Energy, Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Deep aerospace industry knowledge as well as sales, marketing, and operations experience through his three decades of leadership roles at Alaska Air Group, a company recognized for its best-in-class operating metrics among U.S. air carriers. •Proven leadership skills in developing a business enterprise that can deliver long-term, sustained excellence based on a management style that includes a relentless focus on the customer, continuous improvement, and building a culture of safety, innovation, sustainability, and diversity. •Understanding of the U.S. public utility industry through his service as a director on the board of directors of Puget Energy. |

  6. NOMINEES FOR ELECTION

    | KEVIN BURKE RETIRED CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER, CONSOLIDATED EDISON, INC. | | | | | | | BACKGROUND •Retired Chairman, President, and Chief Executive Officer of Consolidated Edison, Inc. (Con Edison), a utility provider of electric, gas, and steam services. •Served as President and Chief Executive Officer from 2005 through 2013, and served as Chairman from 2006 through April 2014. •Joined Con Edison in 1973 and held positions of increasing responsibility in system planning, engineering, law, nuclear power, construction, and corporate planning, including Senior Vice President with responsibility for customer service and for Con Edison’s electric transmission and distribution systems, President of Orange and Rockland Utilities, Inc., a subsidiary of Con Edison, and Chief Executive Officer of Consolidated Edison Company of New York, Inc. •Member of the Board of Trustees of Consolidated Edison Company of New York, Inc., until May 2015. | | Years of Service: 13 Age: 72 COMMITTEES: •Audit OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •Consolidated Edison, Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Extensive management expertise gained through various executive positions, including senior leadership roles, at Con Edison. •Wealth of experience in energy production and distribution, energy efficiency, alternative energy sources, engineering and construction, government regulation, and development of new offerings. •Significant expertise in developing clean and renewable energy infrastructure technology used in clean energy, solar generation, and other energy-efficient products and services. •Oversaw the implementation of financial and management information systems, utility operational systems, and process simulators. •Deep knowledge of corporate governance and regulatory issues facing the energy, utility, and service industries. |

  7. NOMINEES FOR ELECTION

    | 24 | | | 2023 NOTICE AND PROXY STATEMENT |

  8. NOMINEES FOR ELECTION

    | D. SCOTT DAVIS RETIRED CHAIRMAN AND CHIEF EXECUTIVE OFFICER, UNITED PARCEL SERVICE, INC. | | | | | | | BACKGROUND •Joined United Parcel Service, Inc. (UPS), a leading global provider of package delivery, specialized transportation, and logistics services in 1986. •Served as the non-Executive Chairman of UPS from September 2014 until May 2016 and as Chairman and Chief Executive Officer from January 1, 2008 to September 2014. •Served as Vice Chairman starting December 2006 and as Senior Vice President, Chief Financial Officer, and Treasurer starting January 2001 prior to serving as Chairman and Chief Executive Officer. •Previously held various leadership positions with UPS, primarily in the finance and accounting areas. •Served a critical role in helping UPS to reinvent itself into a technology company. •Chief Executive Officer of II Morrow Inc., a technology company and developer of general aviation and marine navigation instruments, prior to joining UPS. •A Certified Public Accountant. •Previously served on the Board of Directors of the Federal Reserve Bank of Atlanta 2003-2009, and served as Chairman in 2009. | | Years of Service: 17 Age: 71 Lead Director COMMITTEES: •Audit (Chair) •Corporate Governance and Responsibility (ex officio) •Management Development and Compensation (ex officio) OTHER CURRENT PUBLIC COMPANY BOARDS: •Johnson & Johnson PAST PUBLIC COMPANY BOARDS: •United Parcel Service, Inc. •EndoChoice Holdings, Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Significant expertise in management, strategy, finance, and operations gained over 25 years at UPS, including through senior leadership roles. •Financial management expertise, including financial reporting, accounting, and controls. •Strong banking experience and a deep understanding of public policy and global economic indicators. •Extensive experience in the global transportation and logistics services industry. •In-depth understanding of technology and software solutions that support automated and web-based shipping, tracking, and specialized transportation logistics. |

  9. NOMINEES FOR ELECTION

    | DEBORAH FLINT PRESIDENT AND CHIEF EXECUTIVE OFFICER, GREATER TORONTO AIRPORTS AUTHORITY | | | | | | | BACKGROUND •President and Chief Executive Officer of the Greater Toronto Airports Authority since April 2020. •Served as Chief Executive Officer of Los Angeles World Airports (LAWA) from June 2015 to March 2020, and had previously held roles of increasing responsibility at the Port of Oakland for 23 years. •Currently serves as a director on the Airport Council International World Board and is the Board Chair of the World Standing Safety and Technical Committee. •Previously served on President Obama’s Advisory Committee on Aviation Consumer Protection and as the Chair of the Oversight Committee of the Transportation Research Board’s Airport Cooperative Research Program. •Co-chaired the Blue Ribbon Task Force on UAS Mitigation at Airports and served as a federal appointee to the U.S. Department of Transportation’s Drone Advisory Committee. •Previously served on the Board of Directors of the Los Angeles Branch of the Federal Reserve Bank of San Francisco. | | Years of Service: 3 Age: 55 COMMITTEES: •Corporate Governance and Responsibility OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •None | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Broad understanding of transportation networks and cybersecurity risk management. •Deep experience in critical infrastructure, connected buildings, and advanced security solutions. •Oversaw the fourth busiest passenger airport in the world, the largest airport police force in the United States, and the largest public works agreements in the history of Los Angeles. •Significant insight and experience in public and private partnerships. |

  10. NOMINEES FOR ELECTION

    | 2023 NOTICE AND PROXY STATEMENT | | | 25 |

  11. NOMINEES FOR ELECTION

    | VIMAL KAPUR PRESIDENT AND CHIEF OPERATING OFFICER, HONEYWELL INTERNATIONAL INC. | | | | | | | BACKGROUND •President and Chief Operating Officer of Honeywell International Inc. since July 2022. •Elected to the Company's Board of Directors in March 2023 and will succeed Mr. Adamczyk as Chief Executive Officer on June 1, 2023. •Served as President and CEO of Honeywell Performance Materials and Technologies (PMT) from July 2021 to October 2022. •Served as President and CEO of Honeywell Building Technologies from May 2018 to July 2021. •Served as President of Honeywell Process Solutions (HPS) from 2014 to 2018. •Joined Honeywell in 1989 and has held several leadership positions at the Company, including Vice President and General Manager of HPS' Advanced Solutions business and Managing Director for Honeywell Automation India Limited. | | Years of Service: 0 Age: 57 OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS*: •None | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Deep knowledge of Honeywell's operating system, end markets, and customer needs gained through leadership across multiple business models, industries, regions, and business cycles during his 34-year tenure. •Demonstrated ability to drive key sustainability and digitalization initiatives and operational execution, while advancing the Honeywell Accelerator operating system. •Uniquely capable to drive Honeywell's ESG-oriented innovation and solidify Honeywell's position to lead in the energy transition. •Demonstrated ability to deliver financial results as a leader in a variety of different businesses, with disparate business models, technologies, geographies, and customers. •Strategic leadership skills necessary to evolve business strategies to meet the challenges of a constantly changing environment across Honeywell's diverse business portfolio. |

  12. NOMINEES FOR ELECTION

    *Excludes the boards of Honeywell's consolidated subsidiaries.

  13. NOMINEES FOR ELECTION

    | ROSE LEE PRESIDENT AND CHIEF EXECUTIVE OFFICER, CORNERSTONE BUILDING BRANDS, INC. | | | | | | | BACKGROUND •President and Chief Executive Officer of Cornerstone Building Brands, Inc., a leading manufacturer of exterior building products in North America, since September 2021. •Served as President of the DuPont de Nemours, Inc. (DuPont) Water & Protection business, focusing on improving sustainability through the company’s water, shelter, and safety solutions, through August 2021. •Joined DuPont in 2015 as Global Business Director, DuPont™Kevlar® and Aramid Intermediates, assumed the role of President, DuPont Protection Solutions in 2016, and was named President, Safety & Construction in 2017. •Previously spent 15 years with Saint-Gobain in a number of general management, strategic planning, and information technology roles, serving construction, transportation, energy, and defense sectors. •Held various engineering and management positions at Pratt & Whitney, a Raytheon Technologies company, and was a senior consultant at Booz Allen Hamilton in New York City. •Previously served as a member of the Economic Advisory Council for the Federal Reserve Bank of Philadelphia and is a member of the Forum of Executive Women. | | Years of Service: 1 Age: 57 COMMITTEES: •Management Development and Compensation OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •Crown Holdings Inc. •Cornerstone Building Brands, Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Extensive ESG experience, including a focus on improving sustainability through water, shelter, and safety solutions and spearheading initiatives that have advanced minorities, women, and veterans. •Deep understanding of construction, transportation, energy, and defense sectors. •Significant knowledge of aerospace and mechanical engineering, and experience working on projects ranging from implementing lean manufacturing to designing a 3-D turbine for aircraft jet engines. •Unique blend of leadership skills and deep knowledge of operations and technology, cybersecurity risk management, and strategic planning. |

  14. NOMINEES FOR ELECTION

    | 26 | | | 2023 NOTICE AND PROXY STATEMENT |

  15. NOMINEES FOR ELECTION

    | GRACE LIEBLEIN FORMER VICE PRESIDENT, GLOBAL QUALITY, GENERAL MOTORS CORPORATION | | | | | | | BACKGROUND •Served as Vice President, Global Quality of General Motors Corporation (GM), a company that designs, manufactures, and markets cars, crossovers, trucks, and automobile parts worldwide, from November 2014 to March 2016. •Served in multiple leadership roles at GM, including Vice President, Global Purchasing and Supply Chain from December 2012 to November 2014, GM Brazil President and Managing Director from June 2011 until December 2012, GM Mexico President and Managing Director from January 2009 until June 2011, and Vehicle Chief Engineer from October 2004 to January 2009. •Joined GM in 1978 as a co-op student at the General Motors Assembly Division in Los Angeles and held a variety of leadership positions at GM in engineering, product development, and manufacturing. | | Years of Service: 10 Age: 62 COMMITTEES: •Management Development and Compensation (Chair) •Corporate Governance and Responsibility OTHER CURRENT PUBLIC COMPANY BOARDS: •American Tower Corporation PAST PUBLIC COMPANY BOARDS: •Southwest Airlines Co. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Wide-ranging management and operating experience gained through various executive positions during an extensive career at GM. •Significant expertise in supply chain management, global manufacturing, engineering, technology, and product design and development. •International business, operations, and finance experience gained through senior leadership positions in Brazil and Mexico. |

  16. NOMINEES FOR ELECTION

    | ROBIN L. WASHINGTON FORMER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, GILEAD SCIENCES, INC. | | | | | | | BACKGROUND •Served as Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc. (Gilead), a research-based biopharmaceutical company, from May 2008 through October 2019. In that role, she oversaw Gilead’s Global Finance, Investor Relations, and Information Technology organizations. •Served as Chief Financial Officer of Hyperion Solutions, an enterprise software company that was acquired by Oracle Corporation in March 2007, from 2006 through 2007. •Previously spent nearly 10 years at PeopleSoft, a provider of enterprise application software, where she served in a number of executive positions, including Senior Vice President and Corporate Controller. •A Certified Public Accountant. | | Years of Service: 10 Age: 60 COMMITTEES: •Audit OTHER CURRENT PUBLIC COMPANY BOARDS: •Alphabet Inc. •Salesforce.com Inc. •Vertiv Group Corp. PAST PUBLIC COMPANY BOARDS: •Tektronix, Inc. •MIPS Technologies, Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Extensive management, operational, cyber, IT, and accounting experience in the healthcare and information technology industries. •Financial expertise, including in tax, financial reporting, accounting and controls, corporate finance, mergers and acquisitions, and capital markets. •Broad experience on corporate governance issues gained through public company directorships. |

  17. NOMINEES FOR ELECTION

    | 2023 NOTICE AND PROXY STATEMENT | | | 27 |

  18. NOMINEES FOR ELECTION

    | ROBIN WATSON FORMER CHIEF EXECUTIVE OFFICER, JOHN WOOD GROUP PLC | | | | | | | BACKGROUND •Served as Chief Executive Officer of John Wood Group PLC (Wood Group), an integrated engineering and consultancy company, spanning a variety of growing end markets in energy and the built environment, with a focus on sustainable technologies, from January 2016 until July 2022. •Served as Chief Operating Officer and an executive member of the Wood Group Board from January 2013 to January 2016. •Previously served as a director and senior manager at Petrofac, working in a variety of roles in service and investment delivery. •Began his career in management and engineering at Mobil Oil in the United Kingdom. •Has served as a Non-Executive Director at the UK Institute of Directors (a non-profit membership organization) since August 2021. •A chartered mechanical engineer and a Fellow of both the Institution of Mechanical Engineers and the Energy Institute. | | Years of Service: 0 Age: 55 COMMITTEES: •Audit OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •John Wood Group PLC | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Wealth of experience in unlocking opportunities in carbon capture, hydrogen, bio-refining, minerals processing, and solar and wind energy. •Demonstrated experience in helping organizations deliver a more sustainable future. •Significant knowledge of mechanical engineering, industry experience, and service to international trade. •Extensive leadership and management experience with a well-established track record of implementing strategic change and operational delivery. |

  19. NOMINEES FOR ELECTION

    | 28 | | | 2023 NOTICE AND PROXY STATEMENT |

  20. NOMINEES FOR ELECTION

    Honeywell is committed to strong corporate governance policies, practices, and procedures designed to ensure that its Board of Directors effectively exercises its oversight role. The Honeywell Board oversees management performance on behalf of shareowners to ensure that the long-term interests of shareowners are being served, to monitor adherence to Honeywell’s standards and policies, and to promote the exercise of responsible corporate citizenship. The Honeywell Board values and considers the feedback received from our shareowners. Taking into account their perspectives, Honeywell has implemented a number of actions over time to increase shareowner rights, enhance the Board’s structure, and augment our commitment to sustainability and corporate responsibility. The following timeline summarizes the evolution of the Board’s corporate governance practices.

  21. NOMINEES FOR ELECTION

    | HISTORY OF PROACTIVELY RESPONDING TO SHAREOWNER FEEDBACK TO ENSURE BEST-IN-CLASS GOVERNANCE, COMPENSATION, AND DISCLOSURE PRACTICES |

  22. NOMINEES FOR ELECTION

    | Year | Enhancement | | 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 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. | | 2020 | •Made enhancements to political contributions disclosure, including disclosure of >$50K trade association memberships. •ESG reporting in line with SASB and TCFD. •Established a bipartisan Political Contributions Advisory Board to ensure alignment of HIPAC political contributions with company values. | | 2021 | •Adopted formal requirement to interview diverse candidates prior to selecting new directors. •Assigned responsibility for oversight of overall ESG performance, strategy, and risks to the 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. |

  23. NOMINEES FOR ELECTION

    | Year | Enhancement | | 2022 | •ESG added to Board Skillset Matrix as a strategic skill. •Political Contributions Advisory Board mandate expanded to include review of trade association memberships and alignment with sustainability objectives. •Publicly disclosed our EEO-1 Report and committed to do so annually. •Published inaugural Climate and Sustainability Lobbying Report. •Published inaugural Report on Due Diligence Processes to Identify and Address Environmental and Social Risks (also referred to as the Environmental and Social Due Diligence Report). •Assigned responsibility for oversight of employee well-being to the MDCC. | | 2023 | •MDCC made an affirmative statement that it does not intend to make any further adjustments to in-flight performance plans to respond directly to shareowner feedback. •Enhanced the Climate and Sustainability Lobbying Report to broaden disclosure about Honeywell's direct lobbying efforts on climate issues and better define alignment of the actions of our trade associations with the goals of the Paris Agreement. •Enhanced the Report on Due Diligence Processes to Identify and Address Environmental and Social Risks to address Environmental Justice considerations in our processes. •Amended our Executive Stock Ownership Guidelines to exclude performance shares. •MDCC incorporated an ESG scorecard when assessing the qualitative portion of ICP for executive compensation. •Execution of successful leadership transition plan, with announcement of Vimal Kapur as next CEO, with Darius Adamczyk continuing to serve as Executive Chairman of the Board. |

  24. NOMINEES FOR ELECTION

    | Comprehensive Governance and Disclosure Practices |

  25. NOMINEES FOR ELECTION

    | 2023 NOTICE AND PROXY STATEMENT | | | 29 |

  26. 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 per annum | | Annual Equity Grants | •Awarded on the date of the Annual Meeting of Shareowners. •Each non-employee director receives an annual equity grant with a target value of $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 April 15th immediately preceding the first, second, third, and fourth year 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. | $115,000 target value per annum |

  27. 2022 DIRECTOR COMPENSATION TABLE

    2022 DIRECTOR COMPENSATION TABLE

  28. 2022 DIRECTOR COMPENSATION TABLE

    | Director Name | Fees Earned or Paid in Cash(1) | | Stock Awards(2)(3) | | Option Awards(2)(4) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) | All Other Compensation(6) | Total | | | Duncan Angove | | $170,000 | | $65,040 | | $50,019 | $— | $45 | | $285,103 | | William S. Ayer | | 193,681 | | 65,040 | | 50,019 | — | 25,045 | | 333,785 | | Kevin Burke | | 175,000 | | 65,040 | | 50,019 | — | 25,045 | | 315,103 | | D. Scott Davis | | 242,392 | | 65,040 | | 50,019 | 14,170 | 561 | | 372,181 | | Deborah Flint | | 170,000 | | 65,040 | | 50,019 | — | 45 | | 285,103 | | Judd A. Gregg (7) | | 109,396 | | — | | — | — | 25,014 | | 134,410 | | Grace Lieblein | | 200,000 | | 65,040 | | 50,019 | — | 25,045 | | 340,103 | | Rose Lee (8) | | 159,046 | | 83,872 | | 64,447 | — | 43 | | 307,408 | | George Paz (7) | | 231,841 | | 65,040 | | 50,019 | — | 25,036 | | 371,935 | | Robin L. Washington | | 175,000 | | 65,040 | | 50,019 | — | 25,045 | | 315,103 | | Robin Watson (8) | | 56,957 | | 43,853 | | 33,637 | — | 15 | | 134,462 |

  29. 2022 DIRECTOR COMPENSATION TABLE

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

  30. 2022 DIRECTOR COMPENSATION TABLE

    | 2023 NOTICE AND PROXY STATEMENT | | | 53 |

  31. 2022 DIRECTOR COMPENSATION TABLE

    (2)The following table reflects all outstanding stock awards and option awards held at December 31, 2022, by each of the listed individuals:

  32. 2022 DIRECTOR COMPENSATION TABLE

    | Director Name | Outstanding Option Awards | | Outstanding Stock Awards | | Outstanding Deferred Comp Plan (Non-Elective) | | | Mr. Angove | | 9,590 | | 3,806 | | 1,842 | | Mr. Ayer | | 15,873 | | 348 | | 3,971 | | Mr. Burke | | 21,605 | | 348 | | 11,027 | | Mr. Davis | | 19,037 | | 348 | | 20,631 | | Ms. Flint | | 6,628 | | 348 | | 1,038 | | Sen. Gregg (7) | | 17,386 | | — | | 2,912 | | Ms. Lee | | 1,895 | | 348 | | 273 | | Ms. Lieblein | | 21,605 | | 348 | | 6,040 | | Mr. Paz (7) | | 24,757 | | — | | — | | Ms. Washington | | 21,605 | | 348 | | 5,507 | | Mr. Watson | | 970 | | 233 | | 105 |

  33. 2022 DIRECTOR COMPENSATION TABLE

    (3)The amounts set forth in this column represent the aggregate grant date fair value of Restricted Stock Unit awards. 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 343 shares were made to Non-Employee Directors in April 2022 with a value of $189.62 per share. The stock awards to Ms. Lee and Mr. Watson were made on a prorated basis from their date of appointment to the Board (January 18, 2022, and September 1, 2022, respectively). A stock award of 88 shares was made to Ms. Lee in January 2022 with a value of $214.00 per share. A stock award of 231 shares was made to Mr. Watson in September 2022 with a value of $189.84 per share. Sen. Gregg did not receive a Restricted Stock Unit award in 2022 as a result of his 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 determined on the date of grant using the Black-Scholes option-pricing model. Option awards of 1,472 shares were made to non-employee directors in April 2022 with a Black-Scholes value of $33.98 per share. An Option award of 423 shares was made to Ms. Lee in January 2022 with a Black-Scholes value of $34.11 per share. An option award of 970 shares was made to Mr. Watson in September 2022 with a Black-Scholes value of $34.68 per share. A more detailed discussion of the assumptions used in the valuation of option awards made in fiscal year 2022 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, 2022. Sen. Gregg did not receive a stock option award in 2022 as a result of his 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 2.34% for 2022. 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. Mr. Davis is the sole Director eligible for the grandfathered term life insurance. (7)Sen. Gregg retired from the Board in 2022. Mr. Paz passed away in 2022. (8)Ms. Lee was appointed to the Board in January 2022 and Mr. Watson was appointed in September 2022.

  34. PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

    | 2022 LONG-TERM INCENTIVE COMPENSATION DECISIONS | 78 | | Total LTI Value | 78 | | Performance Stock Units | 79 | | 2022-2024 Performance Plan Awards to NEOs | 81 | | 2020-2022 Performance Plan Assessment | 82 | | Stock Options | 84 | | Restricted Stock Units | 84 | | OTHER COMPENSATION AND BENEFIT PROGRAMS | 85 | | Retirement Plans | 85 | | Nonqualified Deferred Compensation Plans | 85 | | Benefits and Perquisites | 85 | | RISK OVERSIGHT CONSIDERATIONS | 86 | | Stock Ownership Guidelines | 86 | | Named Executive Officers' Stock Ownership | 87 | | Recoupment/Clawback | 87 | | Tax Deductibility of Executive Compensation | 88 | | Pledging and Hedging Transactions in Company Securities | 88 | | MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT | 88 |

  35. 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 Interest* ÷ 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) |

  36. 2022 FALL ENGAGEMENT

    | INVESTOR TOPIC | FEEDBACK RECEIVED | ACTION TAKEN | | •Adjustments to in-flight performance plans. | •Lower Say-on-Pay support in 2022 was due to adjustments to in-flight performance plan awards. | •The MDCC has confirmed that it does not intend to make any further adjustments to in-flight performance plans. | | •Continued assessment of appropriate peer group selection. | •Peer group should be evaluated annually to ensure that it continues to represent Honeywell's diverse industries, complexity, and financial profile, utilizing a consistent approach and framework, with most acknowledging the limitations associated with the current Compensation Peer Group, including relative size; most agreed with a peer set shift over time, with clear disclosure of the MDCC’s rationale for the change. | •The MDCC reviews the peer group annually with its independent compensation consultant to determine if any additions or deletions are appropriate. We ensure our peer group composition remains competitive and appropriate as the Company continues to execute on its technology-focused strategy. Full disclosure of our consistent approach and framework can be found in the "Compensation Peer Group" on page 67. •The MDCC also evaluates whether an index should be used for performance and whether two separate peer groups (one for performance and one for compensation) would render the comparisons more meaningful for shareowners. | | •Impact of ESG results in compensation decisions. | •Enhanced disclosure demonstrating how ESG is measured is beneficial when evaluating pay decisions. | •The MDCC enhanced disclosure associated with its evaluation of ESG performance to demonstrate our continued commitment to shareowner feedback and ESG performance. •Starting in 2023, 5% of each NEO's target ICP will measure ESG performance against an ESG scorecard that includes specific goals for each ESG area — Environmental, Social and Governance — while decreasing the current 20% qualitative assessment to 15%. | | •Overall plan design including equity mix and metrics. | •Shareowners generally support program design and administration of plan. | •The MDCC hired a new independent compensation consultant to ensure that the overall program remains externally competitive. •Updated the share-ownership guidelines to exclude unvested performance shares. |

  37. PHILOSOPHY AND APPROACH

    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 is proud to be broadly recognized for training and developing leaders whose skills are recognized, respected, and valued across the sectors in which we compete. Our senior executives are 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 whenever possible.

  38. COMPENSATION PRACTICES AND POLICIES

    | 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 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 incentive compensation 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 Policy. We maintain a policy consistent with NASDAQ rules that allows for recoupment of incentive compensation in the event of misconduct and a significant financial restatement. We will amend our policy to comply with the updated NASDAQ rules once they are finalized and approved by the SEC. 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 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, 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. |

  39. 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) (2022-2024) | •Executive Officers: 50% of annual LTI. •Covers three-year period. •Relative TSR (25% weight) along with key financial metrics (75% weight). | •Focuses executives on the achievement of specific long-term financial performance goals directly aligned with our operating and strategic plans. TSR portion pays based on three-year return from stock price appreciation and dividends vs. the Compensation Peer Group. | | | | | | Stock Options | •Executive Officers: 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) | •Executive Officers: 15% of annual LTI. | •Strengthens key executive retention over relevant time periods to ensure consistency and execution of long-term strategies. | | |

  40. 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. The following table lists relevant comparative information for the Compensation Peer Group companies for 2022:

  41. COMPENSATION PEER GROUP

    | | MKT Cap ($M) (12/31/2022) | Total Assets ($M) | Sales ($M) | Employees (#) | Total Shareowner Return (12/31/2022) | | | | | Company Name | | | | | 1 Year | 3 Years | 5 Years | 10 Years | | Honeywell International Inc. | $144,079 | $62,275 | $35,466 | 97,000* | 5% | 29% | 61% | 335% | | 3M Company | $69,104 | $46,455 | $34,229 | 92,000 | (30)% | (24)% | (40)% | 73% | | The Boeing Company | 113,529 | 137,100 | 66,608 | 156,000 | (5)% | (41)% | (32)% | 202% | | Caterpillar Inc. | 124,669 | 81,943 | 59,427 | 109,100 | 19% | 75% | 72% | 253% | | Deere & Company | 127,872 | 90,030 | 52,563 | 82,200 | 27% | 158% | 196% | 508% | | Dow Inc. | 35,462 | 60,603 | 56,902 | 37,800 | (7)% | 8% | Not Available | | | DuPont de Nemours, Inc. | 34,095 | 41,355 | 13,017 | 23,000 | (13)% | 13% | (24)% | 96% | | Eaton Corporation plc | 62,419 | 35,014 | 20,752 | 92,000 | (7)% | 78% | 129% | 291% | | Emerson Electric Co. | 56,810 | 35,672 | 19,629 | 85,500 | 6% | 36% | 57% | 143% | | General Dynamics Corporation | 67,986 | 51,585 | 39,407 | 106,500 | 22% | 52% | 37% | 346% | | General Electric Company | 91,555 | 187,788 | 76,555 | 172,000 | (11)% | (5)% | (35)% | (36)% | | Illinois Tool Works Inc. | 67,673 | 15,422 | 15,932 | 46,000 | (8)% | 32% | 49% | 356% | | Johnson Controls International plc | 43,949 | 42,158 | 25,299 | 102,000 | (19)% | 69% | 90% | 196% | | Lockheed Martin Corporation | 127,496 | 52,880 | 65,984 | 116,000 | 40% | 35% | 73% | 605% | | Phillips 66 | 49,192 | 76,442 | 169,990 | 13,000 | 50% | 7% | 26% | 175% | | Raytheon Technologies Corporation | 148,530 | 158,864 | 67,074 | 182,000 | 20% | 23% | 51% | 164% | | Schlumberger Limited | 75,806 | 43,135 | 28,091 | 99,000 | 81% | 42% | (7)% | 1% | | Compensation Peer Median | $68,545 | $52,233 | $45,985 | 95,500 | 0% | 35% | 49% | 199% | | Honeywell Percentile Rank | 99% | 61% | 42% | 51% | 53% | 44% | 66% | 77% | | Honeywell TSR Rank Order | | | | | 9 | 10 | 6 | 5 |

  42. COMPENSATION PEER GROUP

    | HONEYWELL TSR OUTPERFORMED COMPENSATION PEER MEDIAN OVER 1-, 5-, AND 10-YEAR PERIODS |

  43. 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.

  44. COMPENSATION PEER GROUP

    | 2023 NOTICE AND PROXY STATEMENT | | | 67 |

  45. THREE-YEAR CUMULATIVE GROWTH

    THREE-YEAR CUMULATIVE GROWTH The MDCC also reviews Honeywell’s performance relative to the Compensation Peer Group over multiyear time periods. The following graphs show the Company’s performance versus the median of the Compensation Peer Group for four key metrics over the one-year, three-year, and five-year periods ending in 2022 that the MDCC reviewed.

  46. THREE-YEAR AVERAGE RETURN

    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 15.3%, which outperformed the Compensation Peer Group median.

  47. CUMULATIVE TOTAL SHAREOWNER RETURN (TSR) RELATIVE TO PEERS

    | Cumulative one-year TSR is more than five times the Compensation Peer Group median return | Cumulative five-year TSR exceeded the Compensation Peer Group median by a multiple of 1.3x | Cumulative 10-year TSR exceeded the Compensation Peer Group median by a multiple of 1.7x |

  48. 2022 COMPENSATION SUMMARY

    | | | Base Salary | •Mr. Adamczyk did not receive a base pay adjustment in 2022. •Annual base pay increases to other NEOs ranged from 3% to 6%. Mr. Kapur received an increase of 25.8% to reflect his promotion to President and Chief Operating Officer. •For all NEOs, 2022 annual base salary changes were effective March 31, 2022. | | | | Annual Incentive Compensation Plan (ICP) | •For Mr. Adamczyk, ICP target was 175% of base salary. His earned award paid at 126% of target, reflecting application of the ICP formula and the Board’s assessment of 2022 performance in a difficult operating environment. ICP awards paid to the Other NEOs for 2022 performance ranged from 104% to 126% 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: PMT income contribution and PMT free cash flow for Mr. Kapur and Mr. Boldea. •20% of payouts were determined based on the MDCC’s qualitative assessment of individual performance and accomplishments, including ESG achievements, discussed starting on page 75. •Starting in 2023, 5% of the target ICP will measure ESG performance against an ESG scorecard that includes specific goals for each ESG area, Environmental, Social and Governance, while decreasing the current 20% qualitative assessment to 15%. | | | | | | | | | Performance Stock Units (PSUs) (2022-2024) | •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 2022 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 2022 vest over four years. | | | | Restricted Stock Units (RSUs) | •Represented 15% of annual LTI. •RSUs issued to the CEO and Other NEOs in 2022 vest over six years. |

  49. 2022 TOTAL TARGET DIRECT COMPENSATION FOR EACH NEO

    | Name | Base Salary | Target $ ICP | Target % ICP | Long-Term Incentive | Target Total Compensation | | Darius Adamczyk | $1,700,000 | $2,975,000 | 175% | $16,000,000 | $20,675,000 | | Gregory P. Lewis | 893,000 | 893,000 | 100% | 4,841,000 | 6,627,000 | | Vimal Kapur | 1,000,000 | 1,250,000 | 125% | 5,900,000 | 8,150,000 | | Anne T. Madden | 903,000 | 903,000 | 100% | 4,841,000 | 6,647,000 | | Lucian Boldea | 800,000 | 800,000 | 100% | 3,400,000 | 5,000,000 |

  50. 2022 TOTAL ANNUAL DIRECT COMPENSATION FOR EACH NEO

    | n Base Salary | n Annual Incentive Plan (ICP)(1) | n 2022-2024 Performance Stock Units (PSUs)(2) | | n Stock Options(3) | n Restricted Stock Units (RSUs)(4) | |

  51. 2022 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)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. (5)In connection with his appointment as President and CEO, Performance Materials and Technologies, in October 2022, and in consideration for additional unvested equity awards that Mr. Boldea forfeited by joining Honeywell, Mr. Boldea also received a one-time, $200,000 cash bonus and $4.1 million time-based RSU award.

  52. BUYOUT AND 2022 COMPENSATION FOR MR. BOLDEA

    BUYOUT AND 2022 COMPENSATION FOR MR. BOLDEA In connection with his appointment as President and CEO, Performance Materials and Technologies, in October 2022, and in consideration for unvested equity awards that Mr. Boldea forfeited by joining Honeywell, Mr. Boldea received awards with an approximate value of $7.7 million consisting of (i) $200,000 in the form of a cash bonus, (ii) $4.1 million in the form of time-based RSUs, and (iii) a 2022 annual equity award with an approximate value of $3.4 million consisting of $1.7 million in the form of PSUs, $1.2 million in the form of stock options, and $510,000 in the form of RSUs.

  53. 2022 BASE SALARY DECISIONS

    2022 BASE SALARY DECISIONS On February 10, 2022, the MDCC approved base salary actions for each NEO serving on that date based on an assessment of performance and pay positioning against comparable positions in Compensation Peer Group companies. All annual base salary changes were effective March 31, 2022. Mr. Adamczyk did not receive a base pay adjustment in 2022. Mr. Lewis' base salary was adjusted upward by 5.1%, 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. Mr. Kapur was promoted to Chief Operating Officer in July and received an increase of 25.8%. Mr. Kapur previously received an annual increase of 6%. Ms. Madden's base salary was increased by 3% to ensure continued alignment with comparable peer companies.

  54. 2022 ANNUAL INCENTIVE COMPENSATION PLAN DECISIONS

    2022 ANNUAL INCENTIVE COMPENSATION PLAN DECISIONS As prescribed in Honeywell's ICP program, 80% of the ICP awards earned by the NEOs was determined formulaically based on financial targets established by the MDCC in early February 2022 (based on the mid-point of external guidance), and 20% of the awards was determined based on the MDCC’s qualitative assessment of individual performance against objectives for 2022 and the significant accomplishments beginning on page 75. The potential attainment percentage for both the formulaic and individual qualitative portions of the award could range from 0% to 200% of target. Individual 2022 ICP target amounts for the NEOs were determined by multiplying their 2022 ICP applicable base salary by their individual ICP target award percentage. Individual ICP target percentages for 2022 were: •Mr. Adamczyk: 175%. •Mr. Kapur: 111% (represents proration of current 125% target). •Other NEOs: 100%.

  55. 2022 ANNUAL INCENTIVE COMPENSATION PLAN DECISIONS

    | 72 | | | 2023 NOTICE AND PROXY STATEMENT |

  56. 2022 ICP GOALS

    | ICP Goal | 2021 ICP Goal Actual Performance | 2022 ICP Goal | 2022 Goal v. 2021 Actual | Basis for 2022 Goals | 2022 Threshold (50% Payout) | 2022 Maximum (200% Payout) | | Adjusted EPS | $8.06 | $8.55 | 6.1% | Midpoint of initial guidance range communicated to investors on February 3, 2022 (Guidance Range) | $6.84 | $10.26 | | Total Honeywell Free Cash Flow | 5.73 billion | 4.90 billion | (14.5)% | | 3.92 billion | 5.88 billion |

  57. ACTUAL PERFORMANCE AGAINST 2022 ICP GOALS

    | ICP Goal | 2022 ICP Goal (Target) | 2022 Actual Performance | Achievement % | 2022 Performance | Metric Payout Percentage* | Corporate NEO Weighting | Calculated Payout Percentage | | Adjusted EPS | $8.55 | $8.76 | 102.5% | Annual Goal set in February 2022 based on midpoint of the Guidance Range. Actual performance exceeded top end of the Guidance Range of $8.40 — $8.70. | 113% | 50% | 56% | | Total Honeywell Free Cash Flow | 4.90 billion | 4.92 billion | 100.4% | Annual Goal set in February 2022 based on midpoint of the Guidance Range. Actual performance slightly above midpoint of the Guidance Range of $4.7B — $5.1B. | 102% | 50% | 51% | | | | Total Calculated (Formulaic) Payout: Corporate NEOs | | | | | 107% |

  58. ACTUAL PERFORMANCE AGAINST 2022 ICP GOALS

    | Total Calculated (Formulaic) Payout: (Mr. Kapur) | 106% |

  59. ACTUAL PERFORMANCE AGAINST 2022 ICP GOALS

    | ICP Goal | 2022 ICP Goal (Target) | | 2022 Actual Plan Performance | | Achievement % | Metric Payout Percentage* | Weighting | Calculated Payout Percentage | | Adjusted EPS | | $8.55 | | $8.76 | 102.5% | 113% | 25% | 28.1% | | Total Honeywell Free Cash Flow | | 4.90 billion | | 4.92 billion | 100.4% | 102% | 25% | 25.5% | | PMT Income Contribution | | 1.840 billion | | 1.902 billion | 103.4% | 117% | 25% | 29.2% | | PMT Free Cash Flow | | 1.732 billion | | 1.663 billion | 96.0% | 90% | 25% | 22.5% | | | | | | Total Calculated (Formulaic) Payout: PMT (Mr. Boldea) | | | | 105% |

  60. ACTUAL PERFORMANCE AGAINST 2022 ICP GOALS

    *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 57 or in Appendix A. The calculated payout percentages above were multiplied by 80% to arrive at the formulaic portion of the 2022 ICP award for each of the NEOs.

  61. APPROVED ICP PAYOUT AMOUNTS

    APPROVED ICP PAYOUT AMOUNTS After applying the formulaic payout percentages described on page 73 (80% weight) and deciding individual qualitative attainment percentages for each NEO based on their assessment of individual performance in 2022 (20% weight), the MDCC approved 2022 ICP payments as follows:

  62. APPROVED ICP PAYOUT AMOUNTS

    | | Formulaic Portion(1) | | | + | Qualitative Portion(2) | | | = | Total Individual ICP Payout Percentagex | Target 2022 ICP Award Amount(4) | | = | Actual 2022 ICP Award (Rounded) | | | | Attainmentx | Weight | Payout % | | Attainmentx | Weight% | Payout % | | | | | | | | | Mr. Adamczyk | 107% | 80% | 85.6% | | 200% | 20% | 40% | | 125.6% | | $2,975,000 | | | $3,736,600 | | Mr. Lewis | 107% | 80% | 85.6% | | 175% | 20% | 35% | | 120.6% | | 882,515 | | | 1,064,300 | | Mr. Kapur | 106% | 80% | 84.8% | | 200% | 20% | 40% | | 124.8% | | 966,404 | | | 1,206,100 | | Ms. Madden | 107% | 80% | 85.6% | | 200% | 20% | 40% | | 125.6% | | 896,587 | | | 1,126,100 | | Mr. Boldea (3) | 105% | 80% | 84.0% | | 100% | 20% | 20% | | 104.0% | | 800,000 | | | 832,000 |

  63. APPROVED ICP PAYOUT AMOUNTS

    (1)Attainment based on performance against 2022 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 Mr. Boldea based on full year PMT performance against PMT ICP goals. (4)The Target 2022 ICP Award Amount for each NEO was determined as follows:

  64. APPROVED ICP PAYOUT AMOUNTS

    | | 2022 Applicable Base Salary (a)x | Individual Target ICP Award % | = | Target 2022 ICP Award Amount | | Mr. Adamczyk | $1,700,000 | 175% | | $2,975,000 | | Mr. Lewis | 882,515 | 100% | | 882,515 | | Mr. Kapur | 872,205 | 111% | | 966,404 | | Ms. Madden | 896,587 | 100% | | 896,587 | | Mr. Boldea | 800,000 | 100% | | 800,000 |

  65. APPROVED ICP PAYOUT AMOUNTS

    (a)ICP applicable base salary rate for the 2022 calendar year, as determined in accordance with the ICP plan document.

  66. 2022 LONG-TERM INCENTIVE COMPENSATION DECISIONS

    2022 LONG-TERM INCENTIVE COMPENSATION DECISIONS

  67. 2022 LONG-TERM INCENTIVE COMPENSATION DECISIONS

    | | | 50% Performance Stock Units (PSUs) | | | | 35% Stock Options | | | | 15% Restricted Stock Units (RSUs) | | | Grants of LTI awards to the CEO and Other NEOs in 2022 reflect a consistent mix of 50% in Performance Stock Units, 35% in stock options, and 15% in Restricted Stock Units | |

  68. TOTAL LTI VALUE

    TOTAL LTI VALUE For 2022 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.

  69. TOTAL LTI VALUE

    | 78 | | | 2023 NOTICE AND PROXY STATEMENT |

  70. PERFORMANCE STOCK UNITS

    PERFORMANCE STOCK UNITS

  71. PERFORMANCE STOCK UNITS

    | | 2022-2024 PERFORMANCE PLAN AWARDS Under the 2022-2024 Performance Plan, a target number of PSUs was issued to each NEO on February 11, 2022, for the performance period of January 1, 2022 through December 31, 2024, representing 50% of their total annual LTI value and mix. The actual number of PSUs earned by each NEO for the 2022-2024 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 2022 Compensation Peer Group over a three-year performance period of January 1, 2022–December 31, 2024. •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

    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 on the following page). 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 an 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.

  74. PERFORMANCE STOCK UNITS

    | CORPORATE NEOs | | |

  75. PERFORMANCE STOCK UNITS

    | 2023 NOTICE AND PROXY STATEMENT | | | 79 |

  76. PERFORMANCE STOCK UNITS

    | BUSINESS UNIT NEOs PMT | | |

  77. PERFORMANCE STOCK UNITS

    The table below sets out each metric at the Total Honeywell level, their respective goals for the relevant period, 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.

  78. 2022-2024 PERFORMANCE PLAN GOALS

    | | | 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 | | | | | | |

  79. 2022-2024 PERFORMANCE PLAN GOALS

    (1)Three-year Relative TSR vs the 2022 Compensation Peer Group companies for period of January 1, 2022 – December 31, 2024. To ensure the resiliency of the Performance Plan, the MDCC considered in detail the continued economic disruption from the COVID-19 pandemic including supply chain implications as well as the impact of high, short, and medium-term inflation and a potential Russia-Ukraine conflict on 2022-2024 Performance Plan target setting. As part of this review, and to ensure that the durability of the 2022-2024 Performance Plan is maintained, even in the event of a significant market disruption, the MDCC expanded the threshold target level for the award. The MDCC believes that the goals at target and maximum remain challenging as the approved targets represent a significant increase over the prior year and thus made no changes to those target levels. Even with the expanded threshold target, the cumulative revenue and segment margin rate threshold targets remain above prior year, while three-year ROI is only 10 basis points lower (i.e., 20.7% versus 20.8%). To demonstrate our commitment to high performance and rigorous target setting, at our investor day event in March 2022, we updated our long-term growth framework as the culmination of all the work we have been doing in the last five years around our breakthrough technology initiatives and our supply chain and digital transformations. These updated targets also reflect our strong positions in favorable end markets across our portfolio.

  80. 2022-2024 PERFORMANCE PLAN GOALS

    | LONG-TERM TARGETS | TARGETS FROM INVESTOR DAY | | | Sales Growth | 2019 3% – 5% Organic Growth | 2022 4% – 7% Organic Growth | | Segment Margin Expansion | 30 – 50 bps per Year | 40 – 60 bps per Year | | Free Cash Flow Margin | No Prior Target | Mid-Teens Percent of Sales | | Capital Deployment | No Prior Target | Deploy at Least $25B over Next 3 Years |

  81. 2022-2024 PERFORMANCE PLAN AWARDS TO NEOs

    | NEO | Target # of PSUs (1) | Grant Date Value | | | Mr. Adamczyk | 42,100 | | $8,004,052 | | Mr. Lewis | 12,800 | | 2,433,536 | | Mr. Kapur | 15,222 | | 2,958,436 | | Ms. Madden | 12,800 | | 2,433,536 | | Mr. Boldea | 9,324 | | 1,700,045 |

  82. 2022-2024 PERFORMANCE PLAN AWARDS TO NEOs

    (1)Officer PSUs were awarded to Messrs. Adamczyk, Lewis, and Kapur and Ms. Madden on February 11, 2022. Mr. Kapur received an additional award in connection with his promotion to President and COO in July 2022; amount above reflects the total award for the 2022-2024 Performance Plan cycle. Mr. Boldea received his PSU award upon his hire in October 2022. 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.

  83. 2020-2022 PERFORMANCE PLAN ASSESSMENT

    | 2020-2022 SUMMARY •MDCC approved 2020-2022 PSU payout = 160% of target (CEO and corporate officers). |

  84. PSU Formulaic Calculation

    PSU Formulaic Calculation In February 2023, the MDCC reviewed the outcomes for the 2020-2022 executive officer PSUs, determined as of December 31, 2022. The following table displays the formulaic 2020-2022 PSU calculation payout results:

  85. PSU Formulaic Calculation

    | Total Honeywell | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | | Cumulative Revenue ($M) | $67,613 | $69,170 | $70,726 | $70,975 | 200% | 25% | 50% | | Average Segment Margin Rate | 20.7% | 21.1% | >= 21.5% | 21.5% | 200% | 25% | 50% | | Average ROI | 20.8% | 21.3% | >= 21.8% | 22.2% | 200% | 25% | 50% | | 3-Year Relative TSR | 35th Percentile | 50th Percentile | >= 75th Percentile | 43rd Percentile | 63% | 25% | 16% | | Total PSU Calculated Percentage–Corporate NEOs (Messrs. Adamczyk and Lewis, and Ms. Madden)–based 100% on performance against Total Honeywell goals, 166%, capped at 160% | | | | | | | 160% | | HBT | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | | Cumulative Revenue ($M) | $10,964 | $11,216 | $11,469 | $11,876 | 200% | 12.5% | 25% | | Average Segment Margin Rate | 22.0% | 22.4% | >= 22.8% | 23.2% | 200% | 12.5% | 25% | | Average ROI | 26.2% | 26.6% | >= 27% | 28.0% | 200% | 12.5% | 25% | | PMT | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | | Cumulative Revenue ($M) | $19,514 | $19,963 | $20,412 | $21,273 | 200% | 12.5% | 25% | | Average Segment Margin Rate | 20.5% | 20.9% | >= 21.3% | 21.6% | 200% | 12.5% | 25% | | Average ROI | 13.1% | 13.5% | >= 13.9% | 16.5% | 200% | 12.5% | 25% | | Total PSU Calculated Percentage–Mr. Kapur calculated based on pro-rata basis based on performance of HBT, PMT and Total Honeywell(2) | | | | | | | 160% | | (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. | | | | | | | |

  86. PSU Formulaic Calculation

    | 82 | | | 2023 NOTICE AND PROXY STATEMENT |

  87. PSU Formulaic Calculation

    Honeywell’s plan-basis TSR of 28% was below the median of our 2020 Compensation Peer Group for the three-year performance period of January 1, 2020 - December 31, 2022, as follows:

  88. PSU Formulaic Calculation

    | Company Name | MKT Cap ($M) (12/31/2022) | Trailing P/E Ratio | 3-Year TSR(1) | 3-Year Relative Percentile Ranking | | Deere & Company | $127,872 | 18.70 | 165.0% | 100% | | Caterpillar Inc. | 124,669 | 18.90 | 78.0% | 92% | | Eaton Corporation plc | 62,419 | 21.70 | 77.0% | 85% | | Johnson Controls Int. plc | 43,949 | 11.40 | 72.0% | 77% | | Schlumberger Ltd. | 75,806 | 28.40 | 49.0% | 69% | | General Dynamics Corporation | 67,986 | 20.70 | 47.0% | 62% | | Emerson Electric Co. | 56,810 | 18.30 | 36.0% | 54% | | Illinois Tool Works Inc. | 67,673 | 25.10 | 32.0% | 46% | | Lockheed Martin Corp. | 127,496 | 18.10 | 23.0% | 38% | | Phillips 66 | 49,192 | 6.00 | 22.0% | 31% | | Raytheon Technologies Corp. | 148,530 | 21.90 | 17.0% | 23% | | General Electric Company | 91,555 | 36.60 | (13.0)% | 15% | | 3M Company | 69,104 | 21.90 | (19.0)% | 8% | | Boeing Co. | 113,529 | -11.20 | (44.0)% | 0% | | 2020 Compensation Peer Group Median | 72,455 | 19.8 | 34.0% | | | Honeywell International Inc. | 144,079 | 25.7 | 28.0% | 43% |

  89. 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.

  90. Payout Decision

    Payout Decision In February 2023, the MDCC reviewed and assessed the overall formulaic PSU calculation for the 2020-2022 PSU cycle for the NEOs that received them. While calculated performance equaled 166% for all NEOs, when the targets were reset in 2021 the MDCC capped these awards at 160%.

  91. 2020-2022 PSU Payouts

    2020-2022 PSU Payouts Based on the final approved award payout percentages for the 2020-2022 performance period for those NEOs who received their 2020-2022 Performance Plan award in the form of PSUs, the MDCC approved the following individual awards to the NEOs:

  92. 2020-2022 PSU Payouts

    | NEO | 2020-2022 PSUs at Target (1) | Total Payout % | Total 2020-2022 PSUs Earned | | Mr. Adamczyk | 39,431 | 160% | 63,090 | | Mr. Lewis | 12,190 | 160% | 19,504 | | Mr. Kapur | 5,936 | 160% | 9,497 | | Ms. Madden | 12,190 | 160% | 19,504 |

  93. 2020-2022 PSU Payouts

    (1)Includes additional PSUs from dividend equivalents. Earned awards became fully vested on February 14, 2023. 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, 2022 and paid in March 2023.

  94. 2020-2022 PSU Payouts

    | 2023 NOTICE AND PROXY STATEMENT | | | 83 |

  95. STOCK OPTIONS

    STOCK OPTIONS

  96. STOCK OPTIONS

    | | Stock options granted to the NEOs in 2022 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, which 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 2022 annual stock options granted in February is $189.72, which was the fair market value of Honeywell stock on the date of grant (February 11, 2022). The grant date fair value of a stock option was determined by a third-party valuation company using a Black-Scholes valuation method. |

  97. STOCK OPTIONS

    | NEO | # of Stock Options (1) | Grant Date Value (2) | | | Mr. Adamczyk | 181,500 | | $5,597,460 | | Mr. Lewis | 54,900 | | 1,693,116 | | Mr. Kapur | 65,046 | | 2,063,137 | | Ms. Madden | 54,900 | | 1,693,116 | | Mr. Boldea | 35,187 | | 1,190,024 |

  98. STOCK OPTIONS

    (1)The strike price for options granted is equal to the fair market value of Honeywell stock on the date of grant. 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 values were determined using a Black-Scholes value of $30.84 per option for February 11, 2022 grant, 33.58 per option for July 28, 2022 grant, and $33.82 per option for the October 3, 2022 grant.

  99. RESTRICTED STOCK UNITS

    RESTRICTED STOCK UNITS

  100. RESTRICTED STOCK UNITS

    | | RSUs granted to the NEOs in 2022 represented 15% of their total annual LTI value and mix. RSUs granted to Mr. Adamczyk, and all the Other NEOs, vest 33%, 33% and 34% on the second, fourth, and sixth anniversaries of the grant date, respectively. This extended vesting period is designed to strengthen retention. |

  101. RESTRICTED STOCK UNITS

    The following table presents the number of RSUs granted to the NEOs in 2022 along with their respective grant date values.

  102. RESTRICTED STOCK UNITS

    | NEO | # of RSUs (1)(2) | Grant Date Value (3) | | | Mr. Adamczyk | 12,600 | | $2,390,472 | | Mr. Lewis | 3,800 | | 720,936 | | Mr. Kapur | 4,586 | | 869,199 | | Ms. Madden | 3,800 | | 720,936 | | Mr. Boldea (4) | 2,970 | | 510,038 |

  103. RESTRICTED STOCK UNITS

    (1)RSUs were awarded to Messrs. Adamczyk, Lewis, and Kapur, and Ms. Madden, on February 11, 2022. Mr. Kapur received an additional RSU award in conjunction with his promotion to COO in July 2022. Mr. Boldea received the RSU award upon his hire in October 2022. (2)Officer RSUs vest 33%, 33% and 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 values of $189.72 for February 11, 2022, $189.18 for July 28, 2022, and $171.73 for October 3, 2022, determined using the average of the high and low stock prices of Honeywell stock on the grant date. (4)Mr. Boldea also received a one-time RSU sign-on award of 23,817 shares

  104. RESTRICTED STOCK UNITS

    | 84 | | | 2023 NOTICE AND PROXY STATEMENT |

  105. 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 (2.34% for 2022). Matching contributions are treated as if invested in Company common stock. These plans are explained in more detail on page 96.

  106. 2022 IMPACT OF PREVIOUSLY DISCLOSED 2019-2021 PERFORMANCE PLAN ADJUSTMENT

    | NEO | 2019-2021 Performance Stock Units Modification(1) | | Mr. Adamczyk | $3,002,828 | | Mr. Lewis | 797,853 | | Mr. Kapur | 154,594 | | Ms. Madden | 797,853 | | Mr. Boldea | — |

  107. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  108. SUMMARY COMPENSATION TABLE

    | The Stock Awards and SEC Total Compensation amounts in the table below include the accounting value of the 2022 Performance Plan modification. As discussed above, this modification was disclosed to and considered by shareowners during the 2022 annual meeting and should not be viewed this year as a new modification. |

  109. SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Year | Salary | Bonus (2) | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation(5) | Change In Pension Value and Nonqualified Deferred Compensation Earnings(6) | All Other Compensation(7) | SEC Total Compensation(8) | Non-SEC Total Annual Direct Compensation(9) (Excludes Impact of Previously Considered PSU Modifications) | | Darius Adamczyk Chairman and Chief Executive Officer | 2022 | $1,700,000 | $— | $13,397,352 | $5,597,460 | $3,736,600 | $757,453 | $248,733 | $25,437,598 | $21,428,584 | | | 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 | | Gregory P. Lewis Senior Vice President and Chief Financial Officer | 2022 | 881,754 | — | 3,952,325 | 1,693,116 | 1,064,300 | 315,289 | 72,292 | 7,979,076 | 6,793,642 | | | 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 | | Vimal Kapur(1) President and Chief Operating Officer | 2022 | 867,596 | — | 3,982,229 | 2,063,137 | 1,206,100 | 195,272 | 65,882 | 8,380,216 | 7,964,468 | | Anne T. Madden Senior Vice President and General Counsel | 2022 | 896,122 | — | 3,952,325 | 1,693,116 | 1,126,100 | 519,846 | 73,298 | 8,260,807 | 6,869,810 | | | 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 | | Lucian Boldea (1) President and Chief Executive Officer, Performance Materials and Technologies | 2022 | 184,615 | 200,000 | 6,300,176 | 1,190,024 | 832,000 | — | 13,423 | 8,720,239 | 4,416,722 |

  110. SUMMARY COMPENSATION TABLE

    | 2023 NOTICE AND PROXY STATEMENT | | | 89 |

  111. SUMMARY COMPENSATION TABLE

    (1)Mr. Kapur and Mr. Boldea are being reported as NEOs for the first time in 2023 (2022 compensation). (2)Mr. Boldea received a cash sign-on bonus upon his hire in October 2022. (3)2022 Stock Awards represent the sum of three components (i) the annual PSU awards under the 2022-2024 Performance Plan at a fair value of $190.12 as of the grant date (February 11, 2022), $203.21 as of the grant date (July 28, 2022) for Mr. Kapur, and $182.33 as of the grant date (October 3, 2022) for Mr. Boldea, (ii) the annual RSUs awarded at a grant date fair value of $189.72, determined using the average of the high and low stock prices of Honeywell stock on the grant date (February 11, 2022), $189.18 as of the grant date (July 28, 2022) for Mr. Kapur, and $171.73 as of the grant date (October 3, 2022) for Mr. Boldea, and (iii) the incremental fair value from a modification to the 2019-2021 PSU awards, which was made on February 10, 2022 (described on page 89 of this Proxy Statement). The 2022-2024 PSU award value was calculated based on the weighted average of (a) the fair market value of Honeywell stock on the date of grant for the 75% of the award tied to performance against internal metrics, and (b) a multifactor Monte Carlo simulation of Honeywell’s stock price and TSR relative to each of the other companies in the Compensation Peer Group, determined in accordance with FASB ASC Topic 718, for the 25% of the award with payout determined based on three-year TSR relative to the Compensation Peer Group. As previously disclosed in the 2022 Proxy Statement, the value of the 2019-2021 PSU modification represents the incremental fair value of 2019-2021 PSUs originally granted in 2019, determined as of the February 10, 2022 modification date in accordance with FASB ASC Topic 718 for a Type III modification, with no offset for the forfeiture of the portion of the original award that became improbable of attainment. In addition to the annual grant made to Mr. Boldea, he was granted a sign-on RSU award with a grant date (October 3, 2022) value of $171.73, which will vest 40% on the first and second anniversaries and 20% on the third anniversary of the grant date.

  112. SUMMARY COMPENSATION TABLE

    | NEO | 2022-2024 Performance Stock Units | | Restricted Stock Units | | 2019-2021 Performance Stock Unit Modification | | Total SEC Reportable Stock Awards | | | Mr. Adamczyk | | $8,004,052 | | $2,390,472 | | $3,002,828 | | $13,397,352 | | Mr. Lewis | | 2,433,536 | | 720,936 | | 797,853 | | 3,952,325 | | Mr. Kapur | | 2,958,436 | | 869,199 | | 154,594 | | 3,982,229 | | Ms. Madden | | 2,433,536 | | 720,936 | | 797,853 | | 3,952,325 | | Mr. Boldea | | 1,700,045 | | 4,600,132 | | — | | 6,300,176 |

  113. SUMMARY COMPENSATION TABLE

    (4)The 2022 Option Awards shown reflect the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718, using the Black-Scholes option-pricing model at the time of grant, with the expected-term input derived from a risk-adjusted Monte Carlo simulation of the historical exercise behavior and probability-weighted movements in Honeywell’s stock price over time. The 2022 annual option awards were awarded to Messrs. Adamczyk, Lewis, and Kapur, and Ms. Madden on February 11, 2022, with a Black-Scholes value of $30.84 per share at the time of grant, an additional award to Mr. Kapur on July 28, 2022 with a value of $33.58 per share, and awarded to Mr. Boldea on October 3, 2022 with a value of $33.82 per share. A discussion of the assumptions used in the valuation of option awards made in fiscal year 2022 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, 2022. (5)The 2022 Non-Equity Incentive Plan Compensation value for each NEO represents their annual ICP award for the 2023 plan year. 80% of the ICP award is determined using the pre-set formulaic methodology discussed beginning on page 73], and the remaining 20% is based on individual assessments determined by the MDCC discussed beginning on page 75. (6)Represents (i) the aggregate change in the present value of each Named Executive Officer’s accumulated benefit under the Company’s pension plans from December 31, 2021 to December 31, 2022 (as disclosed in the Pension Benefits table on page 95 of this Proxy Statement) and (ii) interest earned in 2022 on deferred compensation that is considered “above-market interest” under SEC rules (as discussed beginning on page 97).

  114. SUMMARY COMPENSATION TABLE

    | NEO | Change in Pension Value(a) | NQDC Interest(b) | | Total Change in Pension Value and Nonqualified Deferred Compensation Earnings | | | Mr. Adamczyk | $757,453 | | $— | | $757,453 | | Mr. Lewis | 315,289 | | — | | 315,289 | | Mr. Kapur | 195,272 | | — | | 195,272 | | Ms. Madden | 470,560 | | 49,286 | | 519,846 | | Mr. Boldea | — | | — | | — |

  115. SUMMARY COMPENSATION TABLE

    (a)The change in aggregate pension value was calculated as the change in present value of the accumulated retirement benefit for each Named Executive Officer and was calculated as the lump sum available from the Retirement Earnings formula at the date indicated. Mr. Boldea is not eligible for a Company- sponsored pension plan. (b)Represents earnings under the Honeywell Excess Benefit Plan, Honeywell Supplemental Savings Plan, Honeywell Deferred Incentive Plan, or deferred RSU awards that are in excess of that determined using SEC market interest rates. (7)For 2022, All Other Compensation consists of the following:

  116. SUMMARY COMPENSATION TABLE

    | NEO | Matching Contributions(a) | | Personal Use of Company Aircraft(b) | | Security(c) | | Excess Liability Insurance(d) | | Executive Physical/ Medical Services (e) | | Total Other Compensation | | | Mr. Adamczyk | | $119,000 | | $70,791 | | $49,942 | | $3,000 | | $6,000 | | $248,733 | | Mr. Lewis | | 61,723 | | 1,569 | | — | | 3,000 | | 6,000 | | 72,292 | | Mr. Kapur | | 60,732 | | — | | — | | 3,000 | | 2,150 | | 65,882 | | Ms. Madden | | 62,729 | | 1,569 | | — | | 3,000 | | 6,000 | | 73,298 | | Mr. Boldea | | 12,923 | | — | | — | | 500 | | — | | 13,423 |

  117. SUMMARY COMPENSATION TABLE

    (a)Represents total Company matching contributions to each Named Executive Officer’s accounts in the tax-qualified Honeywell 401(k) Plan and the non-tax-qualified Supplemental Savings Plan. The value of registrant contributions includes annual matching contributions that were credited to the Named Executive Officers in January 2023 for the 2022 year.

  118. SUMMARY COMPENSATION TABLE

    | 90 | | | 2023 NOTICE AND PROXY STATEMENT |

  119. SUMMARY COMPENSATION TABLE

    (b)For security reasons, Mr. Adamczyk is required by Company policy to use Company aircraft for all business and personal travel (requirement to use Company aircraft for specific personal travel may be waived at the discretion of Honeywell’s security personnel). Other NEOs may have access to available corporate aircraft for personal travel, from time to time, if approved by the CEO. The amount shown for each NEO represents the aggregate incremental cost of personal travel. This amount is calculated by multiplying the total number of personal flight hours by the average direct variable operating costs (e.g., expenses for aviation employees, variable aircraft maintenance, telecommunications, transportation charges, including but not limited to hangar and landing fees, aviation fuel, and commissaries) per flight hour for Company aircraft. (c)In accordance with the CEO security plan, represents the total paid by the Company in 2022 for expenses relating to personal residential security provided to protect Mr. Adamczyk. (d)Represents the annual premiums paid by the Company to purchase excess liability insurance coverage for each Named Executive Officer. (e)Represents cost of the annual executive physical covered by the Company (excess over insurance) and concierge medical services provided to Charlotte-based officers. (8)Represents total reportable compensation determined in accordance with SEC disclosure requirements. (9)Represents non-SEC supplemental information of Total Annual Direct Compensation (TADC) from the perspective of the MDCC (as discussed in the CD&A) and should not be considered a substitute for the information required in the Summary Compensation Table. For all years, this column excludes the amounts reflected in the (i) Change in Pension Value and Deferred Compensation Earnings, and (ii) All Other Compensation columns of the Summary Compensation Table (SCT). For 2022, excludes the incremental reportable value from the February 2022 modification to the 2019-2021 PSUs granted to the NEOs in 2019 and the RSU and cash sign-on awards for Mr. Boldea. For 2021, excludes the incremental reportable value from the March 2021 modification to the 2020-2022 PSUs granted to the NEOs in 2020. For 2020, this column also excludes the 2018-2020 performance cash award to Mr. Lewis, which was awarded in 2018 and considered part of TADC by the MDCC in 2018 but required to be reported on the Summary Compensation Table as 2020 compensation (at the end of the three-year performance period) under SEC rules.

  120. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2022

    GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2022

  121. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2022

    | 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 | | | $29,750 | $2,975,000 | $5,950,000 | | | | | | | | | | | NQSO | 2/11/2022 | | | | | | | | | 181,500 | $189.72 | $186.99 | $5,597,460 | | | PSU22-24 | 2/11/2022 | | | | | 2,631 | 42,100 | 84,200 | | | | | 8,004,052 | | | RSU | 2/11/2022 | | | | | | | | 12,600 | | | | 2,390,472 | | | PSU19-21 | 2/10/2022 | | | | | | | | | | | | 3,002,828 | | Gregory P. Lewis | ICP | | | 8,825 | 882,515 | 1,765,030 | | | | | | | | | | | NQSO | 2/11/2022 | | | | | | | | | 54,900 | 189.72 | 186.99 | 1,693,116 | | | PSU22-24 | 2/11/2022 | | | | | 800 | 12,800 | 25,600 | | | | | 2,433,536 | | | RSU | 2/11/2022 | | | | | | | | 3,800 | | | | 720,936 | | | PSU19-21 | 2/10/2022 | | | | | | | | | | | | 797,853 | | Vimal Kapur | ICP | | | 9,664 | 966,404 | 1,932,808 | | | | | | | | | | | NQSO | 2/11/2022 | | | | | | | | | 44,200 | 189.72 | 186.99 | 1,363,128 | | | PSU22-24 | 2/11/2022 | | | | | 644 | 10,300 | 20,600 | | | | | 1,958,236 | | | RSU | 2/11/2022 | | | | | | | | 3,000 | | | | 569,160 | | | NQSO | 7/28/2022 | | | | | | | | | 20,846 | 189.18 | 190.44 | 700,009 | | | PSU22-24 | 7/28/2022 | | | | | 308 | 4,922 | 9,844 | | | | | 1,000,200 | | | RSU | 7/28/2022 | | | | | | | | 1,586 | | | | 300,039 | | | PSU19-21 | 2/10/2022 | | | | | | | | | | | | 154,594 | | Anne T. Madden | ICP | | | 8,966 | 896,587 | 1,793,174 | | | | | | | | | | | NQSO | 2/11/2022 | | | | | | | | | 54,900 | 189.72 | 186.99 | 1,693,116 | | | PSU22-24 | 2/11/2022 | | | | | 800 | 12,800 | 25,600 | | | | | 2,433,536 | | | RSU | 2/11/2022 | | | | | | | | 3,800 | | | | 720,936 | | | PSU19-21 | 2/10/2022 | | | | | | | | | | | | 797,853 | | Mr. Boldea | ICP | | | 8,000 | 800,000 | 1,600,000 | | | | | | | | | | | NQSO | 10/3/2022 | | | | | | | | | 35,187 | 171.73 | 173.04 | 1,190,024 | | | PSU22-24 | 10/3/2022 | | | | | 583 | 9,324 | 18,648 | | | | | 1,700,045 | | | RSU | 10/3/2022 | | | | | | | | 26,787 | | | | 4,600,132 |

  122. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2022

    (1)Award Type: ICP = Incentive Compensation Plan (for 2022 performance year, paid in 2023) NQSO = Nonqualified Stock Option PSU22-24 = 2022-2024 Performance Stock Unit RSU = Restricted Stock Unit PSU19-21 = 2019-2021 Performance Stock Unit (modification) (2)Represents the minimum level of performance that must be achieved for any amount to be payable.

  123. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2022

    | 2023 NOTICE AND PROXY STATEMENT | | | 91 |

  124. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2022

    (3)The amount in the Target column represents the number of PSUs awarded to the Named Executive Officer in 2022 under the 2016 Stock Incentive Plan for the performance period of January 1, 2022 - December 31, 2024. 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 2025. 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 2022 under the 2016 Stock Incentive Plan. Annual 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 with grant date of February 11, 2022 was $30.84, grant date of July 28, 2022 was $33.58, and grant date of October 3, 2022 was $33.82, 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, 2022. The grant date fair value based on the fair market value of Honeywell stock of each RSU granted on February 11, 2022 was $189.72; the grant date fair value for each RSU granted on July 28, 2022 was $189.18; the grant date fair value for each RSU granted on October 3, 2022 was $171.73. The grant date fair value for each PSU22-24 granted on February 11, 2022 was $190.12, determined based on the fair market value of Honeywell stock on the date of grant (February 11, 2021) of $189.72 for the three internal financial metrics, and a value of $191.32 for the Relative TSR metric. The grant date fair value for each PSU22-24 granted on July 28, 2022 was $203.21, determined based on the fair market value of Honeywell stock on the date of grant (July 28, 2022) of $189.18 for the three internal financial metrics, and a value of $245.31 for the Relative TSR metric. The grant date fair value for each PSU22-24 granted on October 3, 2022 was $182.33, determined based on the fair market value of Honeywell stock on the date of grant (October 3, 2022) of $171.73 for the three internal financial metrics, and a value of $214.14 for the Relative TSR metric. The value for each PSU19-21 represents the incremental fair value of the 2019-2021 PSUs, which were originally granted on February 26, 2019 and modified on February 10, 2022, computed as of the modification date in accordance with FASB ASC Topic 718.

  125. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2022

    | 92 | | | 2023 NOTICE AND PROXY STATEMENT |

  126. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

  127. OUTSTANDING EQUITY AWARDS AT 2022 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 | 2022 | — | 181,500 | $189.72 | 2/10/2032 | 12,857(3) | $2,755,255 | 42,958(4) | $9,205,899 | | | 2021 | 40,875 | 122,625 | 202.72 | 2/11/2031 | 11,419(5) | 2,447,092 | 36,487(6) | 7,819,164 | | | 2020 | 114,400 | 114,400 | 180.92 | 2/13/2030 | 8,238(7) | 1,765,403 | — | — | | | 2020 | — | — | — | — | 63,090(8) | 13,520,187 | — | — | | | 2019 | 161,475 | 53,825 | 154.22 | 2/25/2029 | 9,224(9) | 1,976,703 | — | — | | | 2018 | 140,685 | — | 148.79 | 2/26/2028 | 7,995(10) | 1,713,329 | — | — | | | 2017 | 225,598 | — | 119.69 | 2/27/2027 | — | — | — | — | | | 2016 | 105,040 | — | 107.42 | 4/3/2026 | 20,329(11) | 4,356,505 | — | — | | | 2015 | 157,561 | — | 98.70 | 2/24/2026 | — | — | — | — | | | Total | 945,634 | 472,350 | | | 133,152 | 28,534,474 | 79,445 | 17,025,064 | | Gregory P. Lewis | 2022 | — | 54,900 | 189.72 | 2/10/2032 | 3,877(3) | 830,841 | 13,061(4) | 2,798,972 | | | 2021 | 12,800 | 38,400 | 202.72 | 2/11/2031 | 3,529(5) | 756,265 | 11,473(6) | 2,458,664 | | | 2020 | 35,100 | 35,100 | 180.92 | 2/13/2030 | 2,485(7) | 532,536 | — | — | | | 2020 | — | — | — | — | 19,503(8) | 4,179,493 | — | — | | | 2019 | 42,600 | 14,200 | 154.22 | 2/25/2029 | 2,450(9) | 525,035 | — | — | | | 2018 | 26,110 | — | 148.79 | 2/26/2028 | — | — | — | — | | | 2017 | 26,110 | — | 119.69 | 2/27/2027 | — | — | — | — | | | 2016 | 25,209 | — | 98.70 | 2/24/2026 | 2,012(12) | 431,172 | — | — | | | 2015 | 23,107 | — | 98.93 | 2/25/2025 | — | — | — | — | | | Total | 191,036 | 142,600 | | | 33,856 | 7,255,341 | 24,534 | 5,257,635 | | Vimal Kapur | 2022 | — | 20,846 | 189.18 | 7/27/2032 | 1,601(3) | 343,094 | 4,970(4) | 1,065,071 | | | 2022 | — | 44,200 | 189.72 | 2/10/2032 | 3,061(3) | 655,972 | 10,510(4) | 2,252,293 | | | 2021 | 7,075 | 21,225 | 202.72 | 2/11/2031 | 1,972(5) | 422,600 | 6,408(6) | 1,373,234 | | | 2020 | 17,150 | 17,150 | 180.92 | 2/13/2030 | 1,207(7) | 258,660 | — | — | | | 2020 | — | — | — | — | 9,497(8) | 2,035,207 | — | — | | | 2019 | 21,450 | 7,150 | 154.22 | 2/25/2029 | 1,225(9) | 262,518 | — | — | | | 2018 | 17,232 | — | 148.79 | 2/26/2028 | — | — | — | — | | | 2017 | 16,188 | — | 119.69 | 2/27/2027 | 1,980(13) | 424,314 | — | — | | | 2016 | 14,705 | — | 98.70 | 2/24/2026 | — | — | — | — | | | 2015 | 12,603 | — | 98.93 | 2/25/2025 | — | — | — | — | | | 2014 | 3,938 | — | 89.48 | 2/26/2024 | — | — | — | — | | | Total | 110,341 | 110,571 | | | 20,543 | 4,402,365 | 21,888 | 4,690,598 | | Anne T. Madden | 2022 | — | 54,900 | 189.72 | 2/10/2032 | 3,877(3) | 830,841 | 13,061(4) | 2,798,972 | | | 2021 | 12,800 | 38,400 | 202.72 | 2/11/2031 | 3,529(5) | 756,265 | 11,473(6) | 2,458,664 | | | 2020 | 35,100 | 35,100 | 180.92 | 2/13/2030 | 2,485(7) | 532,536 | — | — | | | 2020 | — | — | — | — | 19,503(8) | 4,179,493 | — | — | | | 2019 | 42,600 | 14,200 | 154.22 | 2/25/2029 | 2,450(9) | 525,035 | — | — | | | 2018 | 31,959 | — | 148.79 | 2/26/2028 | 1,795(10) | 384,669 | — | — | | | 2017 | 28,199 | — | 119.69 | 2/27/2027 | — | — | — | — | | | 2016 | 28,885 | — | 98.70 | 2/24/2026 | 3,254(13) | 697,332 | — | — | | | Total | 179,543 | 142,600 | | | 36,893 | 7,906,170 | 24,534 | 5,257,635 | | Lucian Boldea | 2022 | — | 35,187 | 171.73 | 10/2/2032 | 26,913(14) | 5,767,456 | 9,368(4) | 2,007,562 | | | Total | — | 35,187 | | | 26,913 | 5,767,455 | 9,368 | 2,007,562 |

  128. OUTSTANDING EQUITY AWARDS AT 2022 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 $214.30 per share of common stock on December 30, 2022.

  129. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    | 2023 NOTICE AND PROXY STATEMENT | | | 93 |

  130. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

    (3)2022 RSU grants will vest 33% on each of February 11, 2024 and February 11, 2026, with the remaining RSUs vesting on February 11, 2028. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2022, 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 2022-2024 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, 2022, which were reinvested as additional unvested PSUs that will vest on the same basis as the underlying PSUs to which they relate. (5)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, 2022, 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 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, 2022, 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 14, 2022. The remaining RSUs will vest 49% on February 14, 2024 and 51% vesting on February 14, 2026. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2022, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (8)Represents PSUs issued under the 2020-2022 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, 2022, 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 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, 2022, which were reinvested as additional RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (10)A portion of these RSUs vested on February 27, 2020 and February 27, 2022. The remaining RSUs will vest on February 27, 2024. The number of RSUs reflected here include dividend equivalents applied through December 31, 2022, which were reinvested as additional RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (11)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, 2022, 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. (12)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, 2022, 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 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, 2022, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (14)Mr. Boldea received 2 RSU grants on October 3, 2022. 2,984 RSUs awarded will vest 33% on each of October 3, 2024 and October 3, 2026, with the remaining RSUs vesting on October 3, 2028. Additionally, 23,929 RSUs, will vest 40% on each of October 3, 2023 and October 3, 2025, with the remaining RSUs vesting on October 3, 2025. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2022, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate.

  131. OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2022

    OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2022

  132. OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2022

    | | 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 | 304,619(5) | $33,154,778 | 49,548(6) | $9,669,100 | | Mr. Lewis | 21,007(7) | 2,113,533 | 13,346(8) | 2,611,170 | | Mr. Kapur | 3,938(9) | 464,094 | 6,321(10) | 1,243,082 | | Ms. Madden | 47,266(11) | 5,139,664 | 12,994(12) | 2,536,971 | | Mr. Boldea | — | — | — | — |

  133. OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2022

    (1)Represents the total number of stock options exercised during 2022 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 2022 before share withholding for taxes and transaction costs. (4)Represents the total value of RSUs and PSUs at the vesting. The individual totals may include multiple vesting transactions during the year. RSUs are 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. PSUs are paid 50% as cash and 50% as shares; Cash value is calculated using the closing price of 12/31/2021 and the value of shares is calculated at the average of the high and low share price upon payout on 2/26/2022. Under Honeywell's Stock Ownership Guidelines, an officer must hold after-tax net shares from an RSU or PSU vesting for at least one year before they can be sold (waived upon retirement). (5)Relates to stock options originally granted in February 2014 and 2015 with a ten-year term that would have expired in 2024 and 2025 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 90,444 net gain shares. Net gain shares must be held at least one year before they can be sold.

  134. OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2022

    | 94 | | | 2023 NOTICE AND PROXY STATEMENT |

  135. OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2022

    (6)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 6,402 net shares were retained. Upon the vesting of PSUs, 18,984 shares were settled in cash, and 10,498 net shares were retained after withholding shares to cover applicable taxes. Net shares must be held for at least one year before they can be sold. (7)Relates to stock options originally granted in February 2014 with a ten-year term that would have expired in 2024 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. Lewis receiving a total of 6,162 net gain shares. Net gain shares must be held at least one year before they can be sold. (8)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 1,792 net shares were retained. Upon the vesting of PSUs, 5,044 shares were settled in cash, and 2,789 net shares were retained after withholding shares to cover applicable taxes. Net shares must be held for at least one year before they can be sold. (9)Relates to stock options originally granted in February 2014 with a ten-year term that would have expired in 2024 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. Kapur receiving a total of 1,226 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 304 net shares were retained. Upon the vesting of PSUs, 2,869 shares were settled in cash, and 1,575 net shares were retained after withholding shares to cover applicable taxes. Net shares must be held for at least one year before they can be sold. (11)Relates to stock options originally granted in February 2014 and 2015 with a ten-year term that would have expired in 2024 and 2025 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 13,994 net gain shares. Net gain shares must be held at least one year before they can be sold. (12)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 1,593 net shares were retained. Upon the vesting of PSUs, 5,044 shares were settled in cash, and 2,789 net shares were retained after withholding shares to cover applicable taxes. Net shares must be held for at least one year before they can be sold.

  136. 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).

  137. Pension Benefits — Fiscal Year 2022

    Pension Benefits — Fiscal Year 2022

  138. Pension Benefits — Fiscal Year 2022

    | Named Executive Officer | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefits(1) | | Darius Adamczyk | REP | 10.7 | $184,137 | | | SERP | 14.5 | 4,351,598 | | | Total | | 4,535,735 | | Gregory P. Lewis | REP | 16.0 | 276,369 | | | SERP | 16.0 | 1,212,757 | | | Total | | 1,489,126 | | Vimal Kapur | REP | 8.5 | 146,441 | | | SERP | 8.5 | 585,553 | | | Total | | 731,994 | | Anne T. Madden | REP | 26.5 | 457,062 | | | SERP | 26.5 | 2,310,635 | | | Total | | 2,767,697 | | Lucian Boldea | REP | — | — | | | SERP | — | — | | | Total | | — |

  139. Pension Benefits — Fiscal Year 2022

    (1)The present value of the accumulated retirement benefit for each Named Executive Officer is calculated as the lump sum available from the Retirement Earnings formula at the date indicated. 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 large 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.

  140. Pension Benefits — Fiscal Year 2022

    | 2023 NOTICE AND PROXY STATEMENT | | | 95 |

  141. Pension Benefits — Fiscal Year 2022

    •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. •Mr. Boldea is not eligible to receive a pension benefit from Honeywell based on his hire date and, therefore, he does not participate in the REP or the SERP.

  142. PENSION BENEFIT CALCULATION FORMULAS

    | 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. | | Vimal Kapur Total pension benefit = REP formula benefits | •Mr. Kapur's 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. |

  143. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2022

    NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2022 Honeywell limits deferred compensation amounts owed to executives by having the interest rate accruing on deferrals under the Honeywell Excess Benefit Plan, the 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.

  144. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2022

    | 96 | | | 2023 NOTICE AND PROXY STATEMENT |

  145. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2022

    | 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) | $115,500 | $101,063 | $69,289 | — | $2,030,750 | | | DIC Plan | — | — | 30,495 | — | 1,322,124 | | | Deferred RSUs(2) | — | — | — | — | — | | | Total | 115,500 | 101,063 | 99,784 | — | 3,352,874 | | Gregory P. Lewis | SS Plan(1) | 135,833 | 40,373 | 28,125 | — | 1,013,051 | | | DIC Plan | — | — | 2,870 | — | 124,450 | | | Deferred RSUs(2) | — | — | — | — | — | | | Total | 135,833 | 40,373 | 30,996 | — | 1,137,501 | | Vimal Kapur | SS Plan(1) | 258,704 | 39,382 | 26,591 | — | 1,193,932 | | | DIC Plan | 501,000 | — | 47,165 | — | 2,111,588 | | | Deferred RSUs(2) | — | — | | — | | | | Total | 759,704 | 39,382 | 73,755 | — | 3,305,520 | | Anne T. Madden | SS Plan(1) | 267,717 | 41,379 | 170,159 | — | 4,365,255 | | | DIC Plan | 1,159,000 | — | 180,256 | — | 7,969,530 | | | Deferred RSUs(2) | — | — | 320,271 | — | 8,004,623 | | | Total | 1,426,717 | 41,379 | 670,686 | — | 20,339,408 | | Lucian Boldea | SS Plan(1) | | | | — | | | | DIC Plan | — | — | — | — | — | | | Deferred RSUs(2) | — | — | — | — | — | | | Total | | | | — | |

  146. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2022

    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's 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 2023 for the 2022 year. (2)The value of executive contributions in the last fiscal year is calculated by multiplying the number of deferred RSUs that vested in 2022 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 30, 2022, by the closing price of a share of common stock on December 30, 2022 ($214.30). This column reflects the following for Ms. Madden: 34,942 in deferred units including dividend reinvestment units and $516,491 in cash. (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.

  147. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2022

    | NEO | Executive Contributions in SCT | Registrant Contributions in SCT | Earnings in SCT | Portion of Aggregate Balance Included in Prior SCTs | | Darius Adamczyk | $115,500 | $101,063 | $— | $2,343,325 | | Gregory P. Lewis | 135,833 | 40,373 | — | 504,179 | | Vimal Kapur | 258,704 | 39,382 | — | — | | Anne T. Madden | 267,717 | 41,379 | 49,286 | 3,987,608 | | Lucian Boldea | — | — | — | — |

  148. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL This section describes the benefits payable to our NEOs in two circumstances: •Termination of Employment •Change in Control (CIC)

  149. TERMINATION OR CIC IMPACT ON OUTSTANDING AWARDS

    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:

  150. TERMINATION OR CIC IMPACT ON OUTSTANDING AWARDS

    | Plan | Treatment of Stock Options, RSUs, and PSUs | | 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. •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. |

  151. TERMINATION OR CIC IMPACT ON OUTSTANDING AWARDS

    | 102 | | | 2023 NOTICE AND PROXY STATEMENT |

  152. CEO PAY RATIO

    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 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 2022 pay ratio disclosure, Honeywell identified a new median employee using our global employee population as of October 31, 2022 (Determination Date). We selected October 31 as the Determination Date, as it was a date within the last three months of 2022, 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 119,460 individuals.

  153. CEO PAY RATIO

    | Total U.S. Employees (1) | 56,722 | | Total non-U.S. Employees | 62,738 (no exclusions) | | Total Global Workforce | 119,460 |

  154. CEO PAY RATIO

    (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 5,239 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: Algeria (61), Argentina (196), Bangladesh (2), Brazil (478), Bulgaria (172), Chile (154), Colombia (82). Ecuador (4), Egypt (161), Hungary (294), Indonesia (151), Jordan (12), Kazakhstan (126), Morocco (120), Pakistan (4), Panama (4), Peru (47), Philippines (175), Poland (721), Republic of Serbia (7), Slovakia (807), Spain (431), Taiwan (119), Thailand (509), Trinidad and Tobago (16), Tunisia (142), Turkey (210), Ukraine (29), Uruguay (2), and Uzbekistan (3). Total Workforce for Determination of Median Employee:

  155. CEO PAY RATIO

    | Total U.S. Employees | 56,722 | | Total non-U.S. Employees | 57,499 (excluding 5,239 employees) | | Total Global Workforce | 114,221 |

  156. CEO PAY RATIO

    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 2022, our last completed fiscal year, was $78,095, calculated in accordance with the rules applicable to the Summary Compensation Table (SCT) of this Proxy Statement. For 2022, the annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $25,437,598, as reported in the Summary Compensation Table on page 89. Based on this information, for 2022, 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 326 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.

  157. CEO PAY RATIO

    | 104 | | | 2023 NOTICE AND PROXY STATEMENT |

  158. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information regarding executive pay and performance. The table below shows pay both as reported in the Summary Compensation Table (Summary Comp Table Total) for the applicable fiscal year and as “compensation actually paid” (CAP) for our principal executive officer (PEO) and as an average of all of our other named executive officers (Non-PEO NEOs) for the applicable fiscal year. Both Summary Comp Table Total pay and CAP are calculated in accordance with the requirements of Regulation S-K and may differ substantially from the manner in which the MDCC makes executive compensation decisions, which is described in the Compensation Discussion and Analysis beginning on page 57. The table below also shows (i) Honeywell’s cumulative total shareholder return (TSR), (ii) the TSR of the Nasdaq Industrial Select Sector Index (XLI), which we have used as our peer group for purposes of this table, (iii) Honeywell’s net income for the applicable fiscal year, and (iv) Honeywell’s performance with respect to a company-selected measure (CSM), which in our assessment represents the single most important financial performance metric used to link compensation actually paid to our NEOs for the most recently completed fiscal year to Honeywell’s performance. We selected Segment Margin as the CSM for the 2022 fiscal year.

  159. PAY VERSUS PERFORMANCE

    | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | CSM: Segment Margin (i) | | Year (a) | Summary Comp Table Total for PEO (b)(1) | Comp Actually Paid to PEO (c)(2),(3),(4) | Avg. Summary Comp Table for Non-PEO NEOs (d)(1) | | Avg. Comp Actually Paid to Non-PEO NEOs (e)(2),(3),(5) | Total Shareholder Return ($)(f) | Peer Group Total Shareholder Return (Composite) (g) | Net Income (in millions) (h) | | | 2022 | $25,437,598 | $36,729,811 | | $8,310,085 | $11,405,134 | $128.62 | $126.81 | $4,967 | 21.7% | | 2021 | 26,100,120 | 15,687,973 | | 7,489,516 | 5,024,129 | 122.61 | 134.29 | 5,610 | 21.0% | | 2020 | 19,075,281 | 34,603,009 | | 6,138,970 | 11,366,412 | 122.97 | 110.91 | 4,865 | 20.4% |

  160. PAY VERSUS PERFORMANCE

    (1)The CEO and NEOs included in the above compensation columns reflect the following:

  161. PAY VERSUS PERFORMANCE

    | Year | CEO | NEOs | | 2022 | Darius Adamczyk | Gregory P. Lewis, Anne T. Madden, Vimal Kapur, Lucian Boldea | | 2021 | Darius Adamczyk | Gregory P. Lewis, Anne T. Madden, Que Thanh Dallara, Michael R. Madsen | | 2020 | Darius Adamczyk | Gregory P. Lewis, Anne T. Madden, Rajeev Gautam, John F. Waldron |

  162. PAY VERSUS PERFORMANCE

    (2)Fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was determined by reference to (1) for RSU awards, including reinvested dividend equivalent units, closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price, (2) for PSU awards (excluding TSR portion of the PSU award), the same valuation methodology as RSU awards above except year-end and vesting date values are multiplied by the forecasted performance factor as of each such date, and include reinvested dividend equivalent units, (3) for the TSR-based portion of the PSU awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s) or, in the case of vesting date, the actual vesting price and performance factor, and (4) for stock options, the fair value calculated by a Black-Scholes model as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair values but using the closing stock price on the applicable revaluation date as the current market price, and in all cases based on volatility, dividend rates and risk free rates determined as of the revaluation date. (3)For the portion of "Compensation Actually Paid" that is based on year-end stock prices, the following prices were used: for 2022: $214.30 (2.8% increase from prior year), for 2021: $208.51 (2.0% decrease from prior year), and for 2020: $212.70 (20.2% increase from prior year).

  163. PAY VERSUS PERFORMANCE

    | 2023 NOTICE AND PROXY STATEMENT | | | 105 |

  164. PAY VERSUS PERFORMANCE

    (4)The dollar amounts reported for Mr. Adamczyk under “Compensation Actually Paid” represent the amount of “compensation actually paid” to Mr. Adamczyk, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Adamczyk during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Adamczyk’s total compensation for each year to determine the compensation actually paid:

  165. PAY VERSUS PERFORMANCE

    | | PEO ($) | | | | | 2022 | 2021 | 2020 | | Total Reported in Summary Compensation Table (SCT) | $25,437,598 | $26,100,120 | $19,075,281 | | Less, Value of Stock & Option Awards Reported in SCT | (18,994,812) | (19,734,739) | (14,012,084) | | Less, Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT | (757,453) | (608,232) | (810,840) | | Plus, Pension Service Cost | 189,227 | 337,104 | 302,024 | | Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 22,196,690 | 14,602,954 | 22,994,843 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | 9,053,140 | (1,770,930) | 11,314,396 | | Plus, FMV of Awards Granted this Year and that Vested this Year | - | - | - | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (394,579) | (3,238,305) | (4,260,611) | | Less, Prior Year Fair Value of Prior Year awards that failed to vest this year | - | - | - | | Total Adjustments | 11,292,213 | (10,412,147) | 15,527,728 | | "Compensation Actually Paid" to PEO | $36,729,811 | $15,687,973 | $34,603,009 |

  166. PAY VERSUS PERFORMANCE

    (5)The dollar amounts reported under Average Compensation Actually Paid for non-PEO NEOs represent the average amount of "compensation actually paid" to the NEOs as a group (excluding the CEO), as computed in accordance with Items 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEOs' total compensation for each year to determine the compensation actually paid:

  167. PAY VERSUS PERFORMANCE

    | | NEO Average ($) | | | | | 2022 | 2021 | 2020 | | Total Reported in Summary Compensation Table (SCT) | $8,310,085 | $7,489,516 | $6,138,970 | | Less, Value of Stock & Option Awards Reported in SCT | (6,206,612) | (5,394,884) | (4,077,093) | | Less, Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT | (257,602) | (151,402) | (327,288) | | Plus, Pension Service Cost | 44,745 | 82,389 | 92,707 | | Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 7,905,172 | 3,998,779 | 6,691,235 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | 1,771,263 | (475,089) | 3,704,102 | | Plus, FMV of Awards Granted this Year and that Vested this Year | - | - | - | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (161,917) | (525,181) | (856,220) | | Less, Prior Year Fair Value of Prior Year awards that failed to vest this year | - | - | - | | Total Adjustments | 3,095,050 | (2,465,387) | 5,227,443 | | Average "Compensation Actually Paid" to Non-PEO NEOs | $11,405,134 | $5,024,129 | $11,366,412 |

  168. PAY VERSUS PERFORMANCE

    The six items listed below represent the most important financial performance metrics we used to determine CAP for FY2022 as further described in our Compensation Discussion and Analysis (CD&A) within the sections titled "Annual Incentive Compensation Plan Decisions" and "Long-Term Incentive Compensation Decisions."

  169. PAY VERSUS PERFORMANCE

    | Most Important Financial Metrics | | Adjusted Earnings Per Share | | Average Segment Margin | | Free Cash Flow | | Cumulative Revenue | | Average Return on Investment | | Relative Total Shareholder Return |

  170. PAY VERSUS PERFORMANCE

    | 106 | | | 2023 NOTICE AND PROXY STATEMENT |

  171. PAY VERSUS PERFORMANCE

    The graphs below illustrate the relationships between, respectively, our TSR and the TSR of our peer group, CAP and our TSR, CAP and our net income, and CAP and the CSM (Segment Margin).

  172. SHAREOWNER PROPOSALS AND BOARD NOMINEES

    SHAREOWNER PROPOSALS AND BOARD NOMINEES