DEF 14A of Honeywell International Inc, Apr 2, 2024

DEF 14A of Honeywell International Inc

Filed Apr 2, 2024 · FY20230000773840-24-000032

Open on EDGAR

  1. TABLE OF CONTENTS

    | | EXECUTIVE COMPENSATION TABLES | 81 | | | Summary Compensation Table | 81 | | | Other Compensation Tables | 83 | | | CEO Pay Ratio | 96 | | | Pay Versus Performance | 97 | | | PROPOSAL 3: APPROVAL OF INDEPENDENT ACCOUNTANTS | 101 | | | Independent Accounting Firm Fees | 101 | | | Non-Audit Services | 101 | | | Audit Committee Report | 102 | | | PROPOSAL 4: SHAREOWNER PROPOSAL — INDEPENDENT BOARD CHAIRMAN | 103 | | | Board Recommendation | 104 | | | ADDITIONAL INFORMATION | 106 | | | Other Business | 106 | | | Certain Relationships and Related Transactions | 106 | | | Stock Ownership Information | 107 | | | Virtual Annual Meeting | 108 | | | Notice and Access | 109 | | | Voting Procedures | 109 | | | Shareowner Proposals and Board Nominees | 111 | | | Where Shareowners Can Find More Information | 112 | | | APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | 114 | | | RECENT AWARDS | 121 | | Reconciliation, notes, and definitions of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found on page 49 or in Appendix A. | | | | Unless the context otherwise requires, the terms “Honeywell,” the “Company,” “we,” “our,” or “us” refer to Honeywell International Inc. and its subsidiaries. | | |

  2. NOMINEES FOR ELECTION

    NOMINEES FOR ELECTION

  3. NOMINEES FOR ELECTION

    | DARIUS ADAMCZYK EXECUTIVE CHAIRMAN, HONEYWELL INTERNATIONAL INC. | | | | | | | BACKGROUND •Chairman of Honeywell International Inc. since April 2018. Retiring from the Board on June 7, 2024. •Served as Chairman and Chief Executive Officer of Honeywell International Inc. from April 2018 to June 2023. •Was President and Chief Executive Officer from March 2017 to April 2018 and Chief Operating Officer from April 2016 to March 2017. •Served as President and CEO of Honeywell Performance Materials and Technologies (PMT) from April 2014 to April 2016. •Served as President of Honeywell Process Solutions from 2012 to 2014 and as President of Honeywell Scanning and Mobility from 2008 to 2012. •Joined Honeywell in 2008 when Honeywell acquired Metrologic, Inc., where he was the Chief Executive Officer. •Previously held several general management assignments at Ingersoll Rand, served as a senior associate at Booz Allen Hamilton, and started his career as an electrical engineer at General Electric. | | Years of Service: 7 Age: 58 OTHER CURRENT PUBLIC COMPANY BOARDS: •Johnson & Johnson PAST PUBLIC COMPANY BOARDS: •Garrett Motion Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Senior leadership roles in global organizations, both large and small. •Deep understanding of software, both technically and commercially, and a proven track record in growing software-related businesses at Honeywell. •Demonstrated ability to deliver financial results as a leader in a variety of different industries, with disparate business models, technologies, and customers. •During tenure as Honeywell's CEO, demonstrated strategic leadership skills that grew Honeywell's sales organically and inorganically while meeting the challenges of a constantly changing environment across Honeywell’s diverse business portfolio. |

  4. NOMINEES FOR ELECTION

    | DUNCAN B. ANGOVE CHIEF EXECUTIVE OFFICER, BLUE YONDER GROUP, INC. | | | | | | | BACKGROUND •Chief Executive Officer of Blue Yonder Group, Inc., a provider of digital supply chain and omnichannel commerce fulfillment cloud software, since July 2022. •Served as Managing Partner of Arcspring LLC, a next-generation private equity firm that combines capital, technology, operational expertise, and design-thinking to unlock exponential growth, from 2019 to July 2022. •Served as President of Infor, Inc., a privately held provider of enterprise software and a strategic technology partner for more than 90,000 organizations worldwide, from 2010 to 2018. •Served as Senior Vice President and General Manager of the Retail Global Business Unit of Oracle Corporation, a global technology provider of enterprise software, hardware, and services, from 2005 to 2010. •Joined Oracle through its acquisition of Retek Inc., then a publicly traded provider of software solutions and services to the retail industry, where he served in various roles of increasing responsibility from 1997 until 2005. | | Years of Service: 6 Age: 57 COMMITTEES: •Corporate Governance and Responsibility •Management Development and Compensation OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •None | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Senior technology industry leader with global operating experience, including in software and digital transformation, and skilled at driving value creation. •Deep understanding of the trends across enterprise cloud, infrastructure software, digital, and the Internet of Things, and the corresponding risks, including cybersecurity and data privacy compliance. •Extensive experience in corporate strategy, mergers and acquisitions, sales, marketing, and business and product development. |

  5. NOMINEES FOR ELECTION

    | 2024 NOTICE AND PROXY STATEMENT | | | 21 |

  6. 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: 9 Age: 69 Incoming Lead Director(1) COMMITTEES:(1) •Audit (ex officio) •Corporate Governance and Responsibility (Chair) •Management Development and Compensation (ex officio) OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •Alaska Air Group, Inc. •Puget Sound Energy, Inc. and Puget Energy, Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Deep aerospace industry knowledge as well as sales, marketing, and operations experience through his three decades of leadership roles at Alaska Air Group, a company recognized for its best-in-class operating metrics among U.S. air carriers. •Proven leadership skills in developing a business enterprise that can deliver long-term, sustained excellence based on a management style that includes a relentless focus on the customer, continuous improvement, and building a culture of safety, innovation, sustainability, and diversity. •Understanding of the U.S. public utility industry through his service as a director on the board of directors of Puget Energy. |

  7. NOMINEES FOR ELECTION

    (1)Effective May 14, 2024.

  8. 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: 14 Age: 73 COMMITTEES: •Audit OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •Consolidated Edison, Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Extensive management expertise gained through various executive positions, including senior leadership roles, at Con Edison. •Wealth of experience in energy production and distribution, energy efficiency, alternative energy sources, engineering and construction, government regulation, and development of new offerings. •Significant expertise in developing clean and renewable energy infrastructure technology used in clean energy, solar generation, and other energy-efficient products and services. •Oversaw the implementation of financial and management information systems, utility operational systems, and process simulators. •Deep knowledge of corporate governance and regulatory issues facing the energy, utility, and service industries. |

  9. NOMINEES FOR ELECTION

    | 22 | | | 2024 NOTICE AND PROXY STATEMENT |

  10. 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 2008 to September 2014. •Served as Vice Chairman starting December 2006 and as Senior Vice President, Chief Financial Officer, and Treasurer starting January 2001 prior to serving as Chairman and Chief Executive Officer. •Previously held various leadership positions at UPS, primarily in finance and accounting. •Served a critical role in helping UPS to reinvent itself into a technology company. •Chief Executive Officer of II Morrow Inc., a technology company and developer of general aviation and marine navigation instruments, prior to joining UPS. •A Certified Public Accountant. •Served on the Board of Directors of the Federal Reserve Bank of Atlanta from 2003 through 2009, and served as Chairman in 2009. | | Years of Service: 18 Age: 72 COMMITTEES:(1) •Audit (Chair) •Corporate Governance and Responsibility OTHER CURRENT PUBLIC COMPANY BOARDS: •Johnson & Johnson PAST PUBLIC COMPANY BOARDS: •United Parcel Service, Inc. •EndoChoice Holdings, Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Significant expertise in management, strategy, finance, and operations gained over 25 years at UPS, including through senior leadership roles. •Financial management expertise, including reporting, accounting, and controls. •Strong banking experience and a deep understanding of public policy and global economic indicators. •Extensive experience in the global transportation and logistics services industry. •In-depth understanding of technology and software solutions that support automated and web-based shipping, tracking, and specialized transportation logistics. |

  11. NOMINEES FOR ELECTION

    (1)Effective May 14, 2024.

  12. 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: 4 Age: 56 COMMITTEES: •Corporate Governance and Responsibility •Management Development and Compensation OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •None | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Broad understanding of transportation networks and cybersecurity risk management. •Deep experience in critical infrastructure, connected buildings, and advanced security solutions. •Oversaw the fourth busiest passenger airport in the world, the largest airport police force in the United States, and the largest public works agreements in the history of Los Angeles. •Significant insight and experience in public and private partnerships. |

  13. NOMINEES FOR ELECTION

    | 2024 NOTICE AND PROXY STATEMENT | | | 23 |

  14. NOMINEES FOR ELECTION

    | VIMAL KAPUR CHIEF EXECUTIVE OFFICER, HONEYWELL INTERNATIONAL INC. | | | | | | | BACKGROUND •Chief Executive Officer of Honeywell International Inc. since June 1, 2023. Will become Chairman of the Board on June 7, 2024. •Elected to the Company's Board of Directors in March 2023 and succeeded Mr. Adamczyk as Chief Executive Officer on June 1, 2023. •Served as President and Chief Operating Officer of the Company from July 2022 until June 2023. •Served as President and CEO of Honeywell Performance Materials and Technologies (PMT) from July 2021 to October 2022. •Served as President and CEO of Honeywell Building Technologies from May 2018 to July 2021. •Served as President of Honeywell Process Solutions (HPS) from 2014 to 2018. •Joined Honeywell in 1989 and has held several leadership positions at the Company, including Vice President and General Manager of HPS' Advanced Solutions business and Managing Director for Honeywell Automation India Limited. | | Years of Service: 1 Age: 58 OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS:(1) •None | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Deep knowledge of Honeywell's operating system, end markets, and customer needs gained through leadership across multiple business models, industries, regions, and business cycles during his 35-year tenure. •Demonstrated ability to drive key sustainability and digitalization initiatives and operational execution, while advancing the Honeywell Accelerator operating system. •Uniquely capable to drive Honeywell's ESG-oriented innovation and solidify Honeywell's position to lead in the energy transition. •Demonstrated ability to deliver financial results as a leader in a variety of different businesses, with disparate business models, technologies, geographies, and customers. •Strategic leadership skills necessary to evolve business strategies to meet the challenges of a constantly changing environment across Honeywell's diverse business portfolio. |

  15. NOMINEES FOR ELECTION

    (1)Excludes the boards of Honeywell's consolidated subsidiaries.

  16. NOMINEES FOR ELECTION

    | MICHAEL W. LAMACH FORMER EXECUTIVE CHAIR, TRANE TECHNOLOGIES PLC | | | | | | | BACKGROUND •Retired Chairman and Chief Executive Officer of Trane Technologies plc, a global climate innovator that has a portfolio of sustainable climate solutions, products, and services for the building, homes, and transportation industries. In 2020, Trane Technologies completed a spin-off of its industrial business (Trane Technologies was previously known as Ingersoll-Rand). •Served as Executive Chair of Trane Technologies from July 2021 until his retirement in December 2021, having previously served as both Chairman and Chief Executive Officer following the company's February 2020 separation from Ingersoll-Rand. •Served in a number of leadership roles after joining Ingersoll-Rand in 2004, including Chairman and Chief Executive Officer from June 2010 to February 2020. •Served for 17 years in a variety of management positions at Johnson Controls International, a global leader in smart, healthy, and sustainable buildings. | | Years of Service: 0 Age: 60 COMMITTEES: •Audit OTHER CURRENT PUBLIC COMPANY BOARDS: •PPG Industries, Inc. •Nucor Corporation PAST PUBLIC COMPANY BOARDS: •Ingersoll-Rand •Trane Technologies plc •Iron Mountain Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Deep knowledge in sustainability, as well as engineering, mergers and acquisitions, and operations through his three decades of leadership roles at Trane Technologies, Ingersoll-Rand, and Johnson Controls. •Proven leadership in transforming Trane Technologies into a global leader in climate controls and climate-focused innovations for buildings, homes, and transportation. •Proven experience, reputation, and leadership skills in developing business enterprises across industrial sectors that can deliver growth, sustainable value creation, and innovation. |

  17. NOMINEES FOR ELECTION

    | 24 | | | 2024 NOTICE AND PROXY STATEMENT |

  18. 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: 2 Age: 58 COMMITTEES: •Management Development and Compensation OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •Crown Holdings Inc. •Cornerstone Building Brands, Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Extensive ESG experience, including a focus on improving sustainability through water, shelter, and safety solutions and spearheading initiatives that have advanced minorities, women, and veterans. •Deep understanding of construction, transportation, energy, and defense sectors. •Significant knowledge of aerospace and mechanical engineering, and experience working on projects ranging from implementing lean manufacturing to designing a 3-D turbine for aircraft jet engines. •Unique blend of leadership skills and deep knowledge of operations and technology, cybersecurity risk management, and strategic planning. |

  19. 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: 11 Age: 63 COMMITTEES: •Management Development and Compensation (Chair) •Corporate Governance and Responsibility OTHER CURRENT PUBLIC COMPANY BOARDS: •American Tower Corporation PAST PUBLIC COMPANY BOARDS: •Southwest Airlines Co. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Wide-ranging management and operating experience gained through various executive positions during an extensive career at GM. •Significant expertise in supply chain management, global manufacturing, engineering, technology, and product design and development. •International business, operations, and finance experience gained through senior leadership positions in Brazil and Mexico. |

  20. NOMINEES FOR ELECTION

    | 2024 NOTICE AND PROXY STATEMENT | | | 25 |

  21. 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: 11 Age: 61 COMMITTEES: •Audit OTHER CURRENT PUBLIC COMPANY BOARDS: •Alphabet Inc. •Salesforce.com Inc. •Vertiv Group Corp. PAST PUBLIC COMPANY BOARDS: •Tektronix, Inc. •MIPS Technologies, Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Extensive management, operational, cyber, IT, and accounting experience in the healthcare and information technology industries. •Financial expertise, including in tax, financial reporting, accounting and controls, corporate finance, mergers and acquisitions, and capital markets. •Broad experience on corporate governance issues gained through public company directorships. |

  22. 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. •Is a chartered mechanical engineer and a Fellow of both the Institution of Mechanical Engineers and the Energy Institute. | | Years of Service: 1 Age: 56 COMMITTEES: •Audit OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •John Wood Group PLC | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Wealth of experience in unlocking opportunities in carbon capture, hydrogen, bio-refining, minerals processing, and solar and wind energy. •Demonstrated experience in helping organizations deliver a more sustainable future. •Significant knowledge of mechanical engineering, industry experience, and service to international trade. •Extensive leadership and management experience with a well-established track record of implementing strategic change and operational delivery. |

  23. NOMINEES FOR ELECTION

    | 26 | | | 2024 NOTICE AND PROXY STATEMENT |

  24. 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.

  25. NOMINEES FOR ELECTION

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

  26. NOMINEES FOR ELECTION

    | Year | Enhancement | | 2019 | •Adopted policy to instruct trade associations not to use our dues for political contributions. •Reduced the total number of public company boards on which any director may sit from five to four. •Formalized equivalency of independent Lead Director and independent Chairman roles. •Amended committee charters to formalize areas of risk oversight responsibility. | | 2020 | •Made enhancements to political contributions disclosure, including disclosure of >$50K trade association memberships. •ESG reporting in line with SASB and TCFD. •Established a bipartisan Political Contributions Advisory Board to ensure alignment of HIPAC political contributions with company values. | | 2021 | •Adopted formal requirement to interview diverse candidates prior to selecting new directors. •Assigned responsibility for oversight of overall ESG performance, strategy, and risks to the CGRC. •ESG considerations integrated into Enterprise Risk Management framework. •Appointed Chief Sustainability Officer and Chief Inclusion and Diversity Officer. | | 2022 | •ESG added to Board Skillset Matrix as a strategic skill. •Political Contributions Advisory Board mandate expanded to include review of trade association memberships. •Publicly disclosed our EEO-1 Report and committed to do so annually. •Published inaugural Climate and Sustainability Lobbying Report. •Published inaugural Report on Due Diligence Processes to Identify and Address Environmental and Social Risks. •Assigned responsibility for oversight of employee well-being to the MDCC. |

  27. NOMINEES FOR ELECTION

    | Year | Enhancement | | 2023 | •Enhanced the Report on Due Diligence Processes to Identify and Address Environmental and Social Risks to address Environmental Justice considerations in our processes. •Amended our Executive Stock Ownership Guidelines to exclude performance shares. •MDCC incorporated an ESG scorecard when assessing the qualitative portion of ICP for executive compensation. •Execution of successful leadership transition plan, with announcement of Vimal Kapur as next CEO, with Darius Adamczyk continuing to serve as Executive Chairman of the Board. •Adopted standalone Clawback Policy that meets SEC and Nasdaq standards while maintaining existing policy as a secondary recoupment mechanism. •After evaluating industry standard defined attributes and input from independent consultants, MDCC added Cisco and Medtronic to our Compensation Peer Group. •Science-based target that includes Scope 3 emissions validated by SBTi. | | 2024 | •Elected William S. Ayer to succeed D. Scott Davis as independent Lead Director in May. •Elected Vimal Kapur to succeed Darius Adamczyk as Chairman of the Board in June. •Independent Lead Director role augmented to include the right to approve all Board meeting agendas (in addition to already existing rights to unilaterally call a Board meeting and make agenda changes). •Audit Committee Charter amended to specify that the Chief Compliance Officer be invited to all committee meetings. •Assigned responsibility for oversight of artificial intelligence risk to the Audit Committee and oversight of environmental justice to the CGRC. •Enhancing environmental justice disclosure to include quantitative metrics and augment discussion of the Company's risk oversight and governance framework. |

  28. NOMINEES FOR ELECTION

    | Continuously Augmenting Governance and Disclosure Practices |

  29. NOMINEES FOR ELECTION

    | 2024 NOTICE AND PROXY STATEMENT | | | 27 |

  30. ANNUAL COMPENSATION

    | Board Cash Retainer | •Paid in quarterly installments. | $120,000 per annum. | | Lead Director Compensation | •Paid in quarterly installments (in addition to Board cash retainer). | $60,000 per annum. | | Committee Membership Compensation | •For each committee membership, paid in quarterly installments. | $10,000 per annum (or $15,000 per annum for members of the Audit Committee). | | Committee Chair Compensation | •Paid in quarterly installments (in addition to committee membership compensation). | $40,000 per annum for the Audit Committee Chair. $25,000 per annum for the Management Development and Compensation Committee Chair. $20,000 per annum for the Corporate Governance and Responsibility Committee Chair. | | Common Stock Equivalents | •Automatically credited to each director’s account in the Deferred Compensation Plan for Non-Employee Directors at the beginning of each calendar year. Dividend equivalents are credited with respect to these amounts. •Payment of these amounts is deferred until termination of Board service. Payments are made in cash, as either a lump sum or in equal annual installments. | $60,000 in common stock equivalents per annum. | | Annual Equity Grants | •Awarded on the date of the Annual Meeting of Shareowners. •Each non-employee director receives an annual equity grant with a target value of $130,000, in the form of Restricted Stock Units (RSUs). •Annual RSUs vest on the earliest of (i) the April 15th immediately preceding the first anniversary of the grant date, (ii) the director’s termination of service due to death or disability, (iii) the occurrence of a Change in Control, or (iv) the voluntary termination of service on or after the director’s tenth anniversary as a Board member in good standing. | $130,000 target value per annum. |

  31. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE

  32. 2023 DIRECTOR COMPENSATION TABLE

    | Director Name | Fees Earned or Paid in Cash(1) | Stock Awards(2)(3) | Option Awards(2)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) | All Other Compensation(6) | Total | | Duncan B. Angove | $170,000 | $65,160 | $50,030 | $— | $47 | $285,237 | | William S. Ayer | 200,000 | 65,160 | 50,030 | — | 25,047 | 340,237 | | Kevin Burke | 175,000 | 65,160 | 50,030 | — | 25,047 | 315,237 | | D. Scott Davis | 275,000 | 65,160 | 50,030 | 6,664 | 563 | 397,417 | | Deborah Flint | 175,000 | 65,160 | 50,030 | — | 47 | 290,237 | | Michael W. Lamach(7) | 14,863 | 22,930 | 29,900 | — | 4 | 67,697 | | Grace Lieblein | 200,000 | 65,160 | 50,030 | — | 20,047 | 335,237 | | Rose Lee | 170,000 | 65,160 | 50,030 | — | 47 | 285,237 | | Robin L. Washington | 175,000 | 65,160 | 50,030 | — | 28,090 | 318,280 | | Robin Watson | 175,000 | 65,160 | 50,030 | — | 3,847 | 294,037 |

  33. 2023 DIRECTOR COMPENSATION TABLE

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

  34. 2023 DIRECTOR COMPENSATION TABLE

    | 46 | | | 2024 NOTICE AND PROXY STATEMENT |

  35. 2023 DIRECTOR COMPENSATION TABLE

    (2)The following table reflects all outstanding stock awards and option awards held at December 31, 2023, by each of the listed individuals:

  36. 2023 DIRECTOR COMPENSATION TABLE

    | Director Name | Outstanding Option Awards | | Outstanding Stock Awards | | Outstanding Deferred Comp Plan (Non-Elective) | | | Mr. Angove | | 10,899 | | 333 | | 2,169 | | Mr. Ayer | | 17,182 | | 333 | | 4,345 | | Mr. Burke | | 20,346 | | 333 | | 11,557 | | Mr. Davis | | 17,182 | | 333 | | 21,373 | | Ms. Flint | | 7,937 | | 333 | | 1,348 | | Mr. Lamach | | 599 | | 153 | | 25 | | Ms. Lee | | 3,204 | | 333 | | 565 | | Ms. Lieblein | | 22,914 | | 333 | | 6,460 | | Ms. Washington | | 20,346 | | 333 | | 5,915 | | Mr. Watson | | 2,279 | | 333 | | 394 |

  37. 2023 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 328 shares were made to Non-Employee Directors in May 2023 with a value of $198.66 per share. A prorated Restricted Stock Unit award of 152 shares was made to Mr. Lamach as of his appointment to the Board (December 1, 2023) with a value of $196.71 per share. (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 1,309 shares were made to non-employee directors in May 2023 with a Black-Scholes value of $38.22 per share. A prorated stock option award of 599 shares was made to Mr. Lamach in December 2023 with a Black-Scholes value of $38.28 per share. A more detailed discussion of the assumptions used in the valuation of option awards made in fiscal year 2023 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, 2023. (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 5.11% for 2023. 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)Mr. Lamach was appointed to the Board on December 1, 2023.

  38. TABLE OF CONTENTS

    | 2023 LONG-TERM INCENTIVE COMPENSATION DECISIONS | 68 | | Total LTI Value | 68 | | Performance Stock Units | 69 | | 2023-2025 Performance Plan Awards to NEOs | 72 | | 2021-2023 Performance Plan Assessment | 73 | | Stock Options | 76 | | Restricted Stock Units | 76 | | OTHER COMPENSATION AND BENEFIT PROGRAMS | 77 | | Retirement Plans | 77 | | Nonqualified Deferred Compensation Plans | 77 | | Benefits and Perquisites | 77 | | RISK OVERSIGHT CONSIDERATIONS | 77 | | Stock Ownership Guidelines | 78 | | Named Executive Officers' Stock Ownership | 79 | | Recoupment/Clawback | 79 | | Tax Deductibility of Executive Compensation | 80 | | Pledging and Hedging Transactions in Company Securities | 80 | | MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT | 80 |

  39. OTHER DEFINITIONS

    | Peer Median Reflects Compensation Peer Group Median Peer Median Net Income, EPS Reflect Adjusted (Non-GAAP) Results 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(2) ÷ (Total Shareowner Equity + Net Debt(3) + Deferred Income Tax Assets - Deferred Income Tax Liabilities)(2) ROA = Adjusted Net Income ÷ Total Assets (2-Point Average) | Adjusted Net Income Before Interest = Adjusted Net Income + After-Tax Interest(1) Net Investment = Book Value of Equity + Total Debt Net Debt = Commercial Paper and Other Short-term Borrowings + Current Maturities of Long-term Debt + Long-term Debt - Cash and Cash Equivalents - Short-term Investments (1)Interest expense tax effected for effective tax rates. (2)Excludes the impact of corporate transactions during the period and the impact of pensions. (3)Calculated on a 13-month rolling average. |

  40. 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 Company 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.

  41. 2023 FALL ENGAGEMENT

    | INVESTOR TOPIC | FEEDBACK RECEIVED | ACTION TAKEN | | •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; most agreed with a peer set shift over time, with clear disclosure of the MDCC’s rationale for the change. | •In 2023, we added Cisco Systems, Inc. and Medtronic plc to the Compensation Peer Group. A discussion of our consistent approach and framework can be found in the “Compensation Peer Group” on page 55. | | •Impact of ESG results in compensation decisions. | •Enhanced disclosure demonstrating how ESG performance is measured is beneficial when evaluating pay decisions. | •Starting in 2023, 5% of each NEO's target ICP award was determined based on performance against an ESG scorecard that includes specific goals for each ESG area — Environmental, Social, and Governance; concurrent with this change, the individual performance qualitative assessment portion of ICP was decreased from 20% to 15%. | | •Overall plan design including equity mix and metrics. | •Shareowners generally support Honeywell's compensation program design and the MDCC's administration of the plan. | •The MDCC updated the mix of equity, keeping Performance Stock Units at 50% while increasing RSUs to 25% (from 15%) and decreasing stock options to 25% (from 35%). |

  42. 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 that 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 a varied set 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 clawback policies that meet, and in certain areas are broader than, SEC and Nasdaq standards. The policies allow for the recoupment of incentive compensation in the event of a restatement of financial results. In 2023, our Board adopted a standalone Clawback Policy that is consistent with Rule 10D-1 of the Exchange Act and the Nasdaq listing rules while maintaining our existing policy as a secondary recoupment mechanism. 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. Beginning in 2023, unvested performance stock units no longer count toward the ownership requirement. Options Granted at Fair Market Value (FMV). Annual stock options 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. The independent consultant attends all MDCC meetings. In 2023, the MDCC retained a new independent consultant to ensure that the overall compensation program remains externally competitive. | 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. |

  43. PROGRAM DESIGN AND LINK TO BUSINESS STRATEGY AND PERFORMANCE

    | | | | | Link to Strategy and Performance | Target Compensation Mix | | | | | Element | Description | | CEO(1) | 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. •15% based on assessment of individual performance. •5% based on ESG metrics. | •To motivate and reward executives for achieving annual corporate, business unit, ESG, and functional goals in key areas of financial and operational performance. | | | | | | PERFORMANCE STOCK UNITS (PSUs) (2023–2025) | •Executive Officers: 50% of annual LTI. •Covers three-year period. •Relative TSR (25% weight) along with key financial metrics (75% weight). | •Focuses executives on the achievement of specific long-term financial performance goals directly aligned with our operating and strategic plans. TSR portion pays based on three-year return from stock price appreciation and dividends vs. the Compensation Peer Group. | | | | | | STOCK OPTIONS | •Executive Officers: 25% of annual LTI. | •Directly aligns the interests of our executives with shareowners. Stock options only have value for executives if operating performance results in stock price appreciation. | | | | | | RESTRICTED STOCK UNITS (RSUs) | •Executive Officers: 25% of annual LTI. | •Strengthens key executive retention over relevant time periods to ensure consistency and execution of long-term strategies. | | |

  44. 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. On an annual basis, the MDCC reviews information provided by its independent compensation consultant regarding compensation paid to similarly situated executive officers at a group of companies that are considered Honeywell’s “Compensation Peer Group” and assesses Honeywell’s financial performance against these companies. Although the MDCC does not target a specific competitive position relative to its comparator group, this information provides the MDCC (and the independent directors of the full Board in the case of the CEO) a point of reference when making its compensation determinations with respect to the NEOs. 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 2023 Compensation Peer Group have one or more of the following attributes: •Business operations with similar scope and complexity to Honeywell. •Industrial companies with technology drivers. •Peer group overlap with potential peer (e.g., peer of peer). •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. In 2023, considering the above attributes and input from Pay Governance, the MDCC's independent compensation consultant, the MDCC added Cisco Systems, Inc. and Medtronic plc to the Compensation Peer Group due to their relative size and complexity as well as their technology focus. These additions resulted in a final peer group of 18 companies. No companies were removed. The following table lists the Compensation Peer Group companies for 2023:

  45. COMPENSATION PEER GROUP

    | Aerospace & Defense | Machinery | Chemicals | | The Boeing Company | Deere & Company | DuPont de Nemours, Inc. | | General Dynamics Corporation | Caterpillar Inc. | Dow Inc. | | Lockheed Martin Corporation | Illinois Tool Works Inc. | | | RTX Corporation | | | | Electrical Equipment | Oil & Gas | Industrial Conglomerates | | Eaton Corporation plc | Schlumberger Limited | 3M Company | | Emerson Electric Co. | Phillips 66 | General Electric Company | | Building Products | Technology/Communications Equip. | Technology/Medical Equip. | | Johnson Controls International plc | Cisco Systems, Inc.(1) | Medtronic plc(1) |

  46. COMPENSATION PEER GROUP

    (1)Added in 2023. Honeywell's positioning relative to the 2023 Compensation Peer Group, as of December 31, 2023, was as follows:

  47. COMPENSATION PEER GROUP

    | Company Name | Market Cap ($M) | Total Assets ($M) | Sales ($M) | Employees (#)(1) | | Honeywell International Inc. | $138,251 | $61,525 | $36,662 | 95,000(1) | | Compensation Peer Group Median | $87,487 | $56,389 | $43,447 | 94,500 | | Honeywell Percentile Rank | 82% | 54% | 43% | 53% |

  48. COMPENSATION PEER GROUP

    (1)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. Of the 18 companies in the 2023 Compensation Peer Group, 17 also listed Honeywell as a compensation peer group company in their proxy statement.

  49. COMPENSATION PEER GROUP

    | 2024 NOTICE AND PROXY STATEMENT | | | 55 |

  50. THREE-YEAR CUMULATIVE GROWTH

    THREE-YEAR CUMULATIVE GROWTH The MDCC also reviews Honeywell’s performance relative to the Compensation Peer Group over multi-year time periods. The following graphs show the Company’s performance versus the median of the Compensation Peer Group for four key metrics over the three-year period ending in 2023 that the MDCC reviewed.

  51. 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 16.6%, which outperformed the Compensation Peer Group median.

  52. 2023 COMPENSATION SUMMARY

    | | | Base Salary | •Mr. Kapur received an annual base pay adjustment in June 2023, coincident with his promotion to CEO, to align his base salary with comparable Compensation Peer Group CEOs. •Annual base pay increases to Other NEOs ranged from 0% to 10%. Mr. Currier received a base adjustment in 2023 upon his promotion to President and CEO, Aerospace. •Base salaries for the CEO and Other NEOs were reduced by 10% from August 7, 2023, through December 31, 2023, as part of cost actions taken during the year. | | | | Annual Incentive Compensation Plan (ICP) | •Mr. Kapur's prorated ICP target was 154% of base salary based on his current target of 175% and previous target of 125%. His earned award paid at 121% of target, reflecting application of the ICP formula and the Board’s assessment of 2023 performance. ICP awards paid to the Other NEOs for 2023 performance ranged from 116% to 127% 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: AERO and PMT income contribution and AERO and PMT free cash flow for Mr. Currier and Mr. Boldea, respectively. •15% of payouts were determined based on the MDCC’s qualitative assessment of individual performance and accomplishments discussed starting on page 63. •5% of payouts were determined based on ESG scorecard that includes specific environmental, social, and governance goals, as discussed on page 67. | | | | | | | | | Performance Stock Units (PSUs) (2023–2025) | •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 2023 Compensation Peer Group and cumulative revenue, average return on investment (ROI), and average segment margin rate measured over a three-year period. | | | | Stock Options | •Represented 25% of annual LTI. •Stock options issued to the NEOs in 2023 vest over four years. | | | | Restricted Stock Units (RSUs) | •Represented 25% of annual LTI. •RSUs issued to the NEOs in 2023 vest over four years. |

  53. 2023 TOTAL TARGET DIRECT COMPENSATION

    | Name | Title | Base Salary(1) | Target $ ICP(2) | Target % ICP(3) | Long-Term Incentives(4) | Target Total Compensation | | Vimal Kapur | Chief Executive Officer | $1,500,000 | $1,995,332 | 154% | $10,040,000 | $13,535,332 | | Gregory P. Lewis | SVP, Chief Financial Officer | 982,000 | 960,299 | 100% | 5,470,000 | 7,412,299 | | Anne T. Madden | SVP, General Counsel | 935,000 | 927,197 | 100% | 4,985,000 | 6,847,197 | | Lucian Boldea(5) | President and CEO, PMT | 800,000 | 800,000 | 100% | 3,800,000 | 5,400,000 | | James Currier | President and CEO, Aerospace | 720,000 | 551,385 | 100% | 3,532,000 | 4,803,385 | | Darius Adamczyk | Executive Chairman, Former CEO | 1,275,000 | 2,340,176 | 161% | 18,000,000 | 21,615,176 |

  54. 2023 ACTUAL TOTAL ANNUAL DIRECT COMPENSATION

    | n Base Salary (2) | n Annual Incentive Plan (ICP)(3) | n 2023–2025 Performance Stock Units (PSUs)(4) | | n Stock Options(5) | n Restricted Stock Units (RSUs)(6) | |

  55. 2023 ACTUAL TOTAL ANNUAL DIRECT COMPENSATION

    (1)Effective January 1, 2024, Mr. Boldea transitioned to the role of President and CEO, Industrial Automation (IA). (2)Represents base salary actually paid in 2023. (3)Annual ICP payouts determined 80% based on calculation against pre-set ICP financial goals, 15% based on individual assessments, and 5% based on performance against 2023 ESG goals. (4)PSUs vest on the third anniversary of the grant date, if earned. Value for Mr. Currier includes performance cash units awarded prior to him becoming an NEO. (5)Stock options vest ratably over four years, have a 10-year term, and are subject to stock ownership and post-exercise holding requirements. (6)RSUs vest over a four-year period and are subject to stock ownership and post-vesting holding requirements.

  56. CEO COMPENSATION DECISIONS

    CEO COMPENSATION DECISIONS As of the date on which Mr. Kapur became CEO, the independent directors approved a promotional compensation package for Mr. Kapur comprised of (a) a base salary of $1,500,000, (b) a target annual incentive compensation opportunity of 175% of base salary (prorated to 154.3% for 2023), and (c) an incremental long-term incentive award with a grant date value of $4,140,000 (50% in PSUs, 25% in RSUs, and 25% in stock options), which increased his total 2023 target long-term incentive value to $10,040,000 (after considering the LTI award he previously received as Chief Operating Officer in February 2023). For 2024, Mr. Kapur's Target Total Compensation will be $17,125,000, made up of base salary of $1,500,000, short-term target incentive of 175% of base salary, and total long-term incentive award target value of $13,000,000, with no less than 50% being in the form of three-year performance stock units. In determining the initial compensation for Mr. Kapur, the independent directors reviewed and referenced the elements and level of CEO compensation at the Compensation Peer Group companies and considered other factors, such as CEO tenure and the relative complexity of Honeywell’s multi-industry business profile. Mr. Kapur’s initial total direct compensation opportunity was set below the median of the Compensation Peer Group CEOs.

  57. 2023 BASE SALARY DECISIONS

    2023 BASE SALARY DECISIONS In 2023, the MDCC approved base salary actions for each NEO based on an assessment of performance and pay positioning against comparable positions in Compensation Peer Group companies. Coincident with his promotion to Chief Executive Officer on June 1, 2023, Mr. Kapur's base salary was increased to $1,500,000 (from $1,000,000) to better align his pay with comparable CEOs. Effective March 31, 2023, Mr. Lewis' base salary was adjusted upward by 10% to recognize sustained 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 CFOs at Compensation Peer Group companies. Effective March 31, 2023, Ms. Madden's base salary was increased by 3.5% to maintain her positioning and alignment with comparable peer company General Counsels. Coincident with his promotion to President and CEO, Aerospace in August, Mr. Currier's base salary was increased to $720,000 to align his pay with comparable business unit CEOs. Effective June 1, 2023, Mr. Adamczyk's base salary was reduced by 25% (from $1,700,000 to $1,275,000) when he transitioned from the position of Chairman and CEO, to the position of Executive Chairman of the Board. Mr. Boldea did not receive a base pay adjustment in 2023. As part of the Company's cost saving initiatives, and at the request of management, the base salaries for Mr. Kapur and his staff (including the Other NEOs) were temporarily reduced by 10% from August 7, 2023 through December 31, 2023 (roughly equivalent to two weeks of annual base salary).

  58. 2023 ANNUAL INCENTIVE COMPENSATION PLAN DECISIONS

    2023 ANNUAL INCENTIVE COMPENSATION PLAN DECISIONS As prescribed in Honeywell's ICP program, 80% of the ICP awards earned by the NEOs was determined based on performance against financial targets established by the MDCC in early February 2023 (based on the mid-point of external guidance), 15% of the awards was determined based on the MDCC’s qualitative assessment of individual 2023 performance against objectives and their significant accomplishments (described beginning on page 63), and 5% of the awards was determined based on the MDCC's assessment of performance against ESG goals set for 2023. The potential attainment percentage for each of the formulaic, individual qualitative, and ESG portions of the award could range from 0% to 200% of target. Individual 2023 ICP target amounts for the NEOs were determined by multiplying their 2023 ICP applicable base salary by their individual ICP target award percentage. Individual ICP target award percentages for 2023 were: •Mr. Kapur: 154.3% (represents a proration of his current 175% ICP target and his prior target of 125%). •Mr. Adamczyk: 161.3% (represents a proration of his current 152% target and his prior target of 175%). •Other NEOs: 100%. The changes in individual ICP targets for Mr. Kapur and Mr. Adamczyk were approved by the MDCC and the independent directors, effective June 1, 2023, coincident with the CEO transition.

  59. 2023 ANNUAL INCENTIVE COMPENSATION PLAN DECISIONS

    | 60 | | | 2024 NOTICE AND PROXY STATEMENT |

  60. 2023 ICP GOALS

    | ICP Goal | 2022 ICP Goal Actual Performance | 2023 ICP Goal | 2023 Goal v. 2022 Actual | Basis for 2023 Goals | 2023 Threshold (50% Payout) | 2023 Maximum (200% Payout) | | Adjusted EPS | $8.76 | $9.00 | 2.7% | Midpoint of initial guidance range communicated to investors on February 2, 2023 (Guidance Range) | $7.20 | $10.80 | | Total Honeywell Free Cash Flow | $4.92 billion | $4.10 billion ($5.3B excluding the impact of settlements) | (16.7)% (+7.7% excluding the impact of settlements) | | $3.28 billion | $4.92 billion |

  61. ACTUAL PERFORMANCE AGAINST 2023 ICP GOALS

    | ICP Goal | 2023 ICP Goal (Target) | 2023 Actual Performance | Achievement % | 2023 Performance | Metric Payout Percentage(1) | Corporate NEO Weighting | Calculated Payout Percentage | | Adjusted EPS | $9.00 | $9.16 | 101.8% | Annual Goal set in February 2023 based on midpoint of the Guidance Range. Actual performance towards the top end of the Guidance Range of $8.80 — $9.20. | 109% | 50% | 54.5% | | Total Honeywell Free Cash Flow | $4.10 billion | $4.30 billion | 104.9% | Annual Goal set in February 2023 based on midpoint of the Guidance Range. Actual performance at the top of the Guidance Range of $3.9B — $4.3B. | 125% | 50% | 62.3% | | | | Total Calculated (Formulaic) Payout: Corporate NEOs | | | | | 117% |

  62. ACTUAL PERFORMANCE AGAINST 2023 ICP GOALS

    | ICP Goal | 2023 ICP Goal (Target) | | 2023 Actual Plan Performance | | Achievement % | Metric Payout Percentage(1) | Weighting | Calculated Payout Percentage | | Adjusted EPS | | $9.00 | | $9.16 | 101.8% | 109% | 25% | 27.3% | | Total Honeywell Free Cash Flow | | $4.10 billion ($5.3B excluding the impact of settlements) | | $4.30 billion | 104.9% | 125% | 25% | 31.1% | | PMT Income Contribution | | $2.015 billion | | $2.161 billion | 107.2% | 136% | 25% | 34.1% | | PMT Free Cash Flow | | $1.860 billion | | $1.874 billion | 100.8% | 104% | 25% | 25.9% | | | | | | Total Calculated (Formulaic) Payout: PMT (Mr. Boldea) | | | | 118% |

  63. ACTUAL PERFORMANCE AGAINST 2023 ICP GOALS

    | ICP Goal | 2023 ICP Goal (Target) | | 2023 Actual Plan Performance | | Achievement % | Metric Payout Percentage(1) | Weighting | Calculated Payout Percentage | | Adjusted EPS | | $9.00 | | $9.16 | 101.8% | 109% | 25% | 27.3% | | Total Honeywell Free Cash Flow | | $4.10 billion ($5.3B excluding the impact of settlements) | | $4.30 billion | 104.9% | 125% | 25% | 31.1% | | AERO Income Contribution | | $2.896 billion | | $3.067 billion | 105.9% | 130% | 25% | 32.4% | | AERO Free Cash Flow | | $2.897 billion | | $2.731 billion | 94.3% | 86% | 25% | 21.4% | | | | | | Total Calculated (Formulaic) Payout: AERO (Mr. Currier) | | | | 112% |

  64. ACTUAL PERFORMANCE AGAINST 2023 ICP GOALS

    (1)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 49 or in Appendix A. The calculated payout percentages above were multiplied by 80% to arrive at the formulaic portion of the 2023 ICP award for each of the NEOs.

  65. APPROVED ICP PAYOUT AMOUNTS

    APPROVED ICP PAYOUT AMOUNTS After applying the formulaic payout percentages described on page 61 (80% weight), deciding individual qualitative attainment percentages for each NEO based on their assessment of individual performance in 2023 (15% weight), and deciding the appropriate ESG portion payout percentage (5% weight), the MDCC approved 2023 ICP payments as follows:

  66. APPROVED ICP PAYOUT AMOUNTS

    | | Formulaic Portion(1) | | | + | Qualitative Portion(2) | | | + | ESG Portion(3) | | | = | Total Individual ICP Payout Percentagex | Target 2023 ICP Award Amount(4) | = | Actual 2023 ICP Award (Rounded) | | | Attainmentx | Weight | Payout % | | Attainmentx | Weight % | Payout % | | Attainment | Weight % | Payout % | | | | | | | Mr. Kapur | 117% | 80% | 93.6% | | 100% | 20% | 20% | | 150% | 5% | 7.5% | | 121% | $1,995,332 | | $2,416,500 | | Mr. Lewis | 117% | 80% | 93.6% | | 100% | 20% | 20% | | 150% | 5% | 7.5% | | 121% | 960,299 | | 1,162,900 | | Ms. Madden | 117% | 80% | 93.6% | | 75% | 20% | 15% | | 150% | 5% | 7.5% | | 116% | 927,197 | | 1,076,500 | | Mr. Boldea | 118% | 80% | 94.4% | | 100% | 20% | 20% | | 150% | 5% | 7.5% | | 122% | 800,000 | | 975,200 | | Mr. Currier | 112% | 80% | 89.6% | | 150% | 20% | 30% | | 150% | 5% | 7.5% | | 127% | 551,385 | | 700,800 | | Mr. Adamczyk | 117% | 80% | 93.6% | | 100% | 20% | 20% | | 150% | 5% | 7.5% | | 121% | 2,340,176 | | 2,834,000 |

  67. APPROVED ICP PAYOUT AMOUNTS

    | 2024 NOTICE AND PROXY STATEMENT | | | 67 |

  68. APPROVED ICP PAYOUT AMOUNTS

    (1)Attainment based on performance against 2023 ICP Goals. Possible attainment can range from 0% to 200%. Payout % can range from 0% to 160%. (2)Attainment based on MDCC individual assessment. Attainment can range from 0% to 200%. Payout % can range from 0% to 30%. (3)Attainment based on MDCC group assessment. Attainment can range from 0% to 200%. Payout % can range from 0% to 10%. (4)The Target 2023 ICP Award Amount for each NEO was determined as follows:

  69. APPROVED ICP PAYOUT AMOUNTS

    | | 2023 Applicable Base Salary (a)x | Individual Target ICP Award % (b) | = | Target 2023 ICP Award Amount | | Mr. Kapur | $1,293,151 | 154.3% | | $1,995,332 | | Mr. Lewis | 960,299 | 100% | | 960,299 | | Ms. Madden | 927,197 | 100% | | 927,197 | | Mr. Boldea | 800,000 | 100% | | 800,000 | | Mr. Currier | 551,385 | 100% | | 551,385 | | Mr. Adamczyk | 1,450,822 | 161.3% | | 2,340,176 |

  70. APPROVED ICP PAYOUT AMOUNTS

    (a)ICP applicable base salary (base salary earned) for the 2023 calendar year, determined in accordance with the ICP plan document, excluding the impact of the temporary 10% reduction in base salary taken from August 7, 2023 through December 31, 2023. (b)Individual Target ICP Award % for Mr. Kapur and Mr. Adamczyk represent prorated targets for 2023.

  71. 2023 LONG-TERM INCENTIVE COMPENSATION DECISIONS

    2023 LONG-TERM INCENTIVE COMPENSATION DECISIONS

  72. 2023 LONG-TERM INCENTIVE COMPENSATION DECISIONS

    | | | 50% Performance Stock Units (PSUs) | | | | 25% Stock Options | | | | 25% Restricted Stock Units (RSUs) | | | Grants of LTI awards to the CEO and Other NEOs in 2022 reflect a mix of 50% in Performance Stock Units, 25% in stock options, and 25% in Restricted Stock Units. | |

  73. TOTAL LTI VALUE

    TOTAL LTI VALUE For 2023 LTI awards to the NEOs, the MDCC (or, in the case of the CEO, 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.

  74. TOTAL LTI VALUE

    | 68 | | | 2024 NOTICE AND PROXY STATEMENT |

  75. PERFORMANCE STOCK UNITS

    PERFORMANCE STOCK UNITS

  76. PERFORMANCE STOCK UNITS

    | | 2023–2025 PERFORMANCE PLAN AWARDS Under the 2023-2025 Performance Plan, a target number of PSUs was issued to each NEO in 2023, for the performance period of January 1, 2023, through December 31, 2025, representing 50% of their total annual LTI value and mix. The actual number of PSUs earned by each NEO for the 2023-2025 cycle will be determined at the end of the period based on Company performance as measured by the following four equally-weighted performance metrics: |

  77. 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 2023 Compensation Peer Group over a three-year performance period of January 1, 2023–December 31, 2025. •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. | |

  78. PERFORMANCE STOCK UNITS

    | 2024 NOTICE AND PROXY STATEMENT | | | 69 |

  79. 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 (HON) goals and goals set for their respective business unit (mix shown below). Like the Corporate NEOs, the Business Unit NEOs have 25% of their award based on performance against the three-year Relative TSR metric noted above. If 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.

  80. PERFORMANCE STOCK UNITS

    | CORPORATE NEOs | | |

  81. PERFORMANCE STOCK UNITS

    | BUSINESS UNIT NEOs | | |

  82. 2023–2025 PERFORMANCE PLAN GOALS

    The table below sets out each metric at the Total Honeywell level, along with their respective goals, and the percentage of PSUs awarded 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.

  83. 2023–2025 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 | | | | | | |

  84. 2023–2025 PERFORMANCE PLAN GOALS

    | KEY METRICS | PRIOR LONG TERM TARGETS | CURRENT LONG TERM TARGETS | | Sales Growth | 3%–5% Organic Growth | 4%–7% Organic Growth | | Segment Margin Expansion | 30 bps–50 bps per Year | 40 bps–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 Between 2023-2025 |

  85. 2023-2025 PERFORMANCE PLAN AWARDS TO NEOs

    | NEO | Target # of PSUs(1) | Grant Date Value(2) | | Mr. Kapur | 24,841 | $5,020,121 | | Mr. Lewis | 13,469 | 2,735,150 | | Ms. Madden | 12,274 | 2,492,481 | | Mr. Boldea | 9,356 | 1,899,923 | | Mr. Currier | 8,497 | 1,550,108 | | Mr. Adamczyk | 44,321 | 9,000,265 |

  86. 2023-2025 PERFORMANCE PLAN AWARDS TO NEOs

    (1)Reflects the total number of PSUs awarded in 2023 for the 2023-2025 Performance Plan cycle. Annual officer PSUs were awarded to Messrs. Kapur (14,527 units), Lewis, Boldea, and Adamczyk and Ms. Madden on February 10, 2023. Mr. Kapur received an additional PSU award (10,314 units) in connection with his promotion to Honeywell CEO on June 1, 2023. Mr. Currier received his PSU award at the time of his promotion to CEO and President, Aerospace in August 2023. (2)The grant date value was determined based on (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, for the 25% of the award with payout determined based on three-year TSR relative to the Compensation Peer Group. 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. Prior to his promotion to President and CEO, Aerospace in August 2023, Mr. Currier also received an executive-level award of performance cash units under the 2023-2025 Performance Plan in February, 2023, with a target value of $144,000. While the MDCC considered this award for purposes of determining Mr. Currier's total target 2023 compensation, pursuant to SEC disclosure rules, cash-based long-term performance awards are not reported on the Summary Compensation Table until the performance period ends and the value of the final earned award is determined.

  87. 2021-2023 PERFORMANCE PLAN ASSESSMENT

    | 2021-2023 SUMMARY •MDCC approved 2021-2023 PSU payout = 145% of target (Corporate officers). •Payout reflects 3-year financial results that exceeded plan targets. •Payout reduced for below threshold result on the 3-year Relative TSR metric for the measurement period ending December 31, 2023 (shareowner alignment). |

  88. PSU Formulaic Calculation

    PSU Formulaic Calculation In February 2024, the MDCC reviewed the outcomes for the 2021-2023 executive officer PSUs, determined as of December 31, 2023. The following table displays the formulaic 2021-2023 PSU calculation payout results:

  89. PSU Formulaic Calculation

    | Total Honeywell | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | | Cumulative Revenue ($M) | $102,156 | $105,861 | $109,567 | $108,837 | 180% | 25% | 45% | | Average Segment Margin Rate | 20.8% | 21.3% | >=21.8% | 22% | 200% | 25% | 50% | | Average ROI | 20.8% | 21.6% | >= 22.3% | 23.4% | 200% | 25% | 50% | | 3-Year Relative TSR | 35th Percentile | 50th Percentile | >= 75th Percentile | 11th Percentile | 0% | 25% | 0% | | Total PSU Calculated Percentage — Corporate NEOs (Messrs. Adamczyk and Lewis, and Ms. Madden) — based 100% on performance against Total Honeywell goals. | | | | | | | 145% | | HBT | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | | Cumulative Revenue ($M) | $16,522 | $17,121 | $17,720 | $18,347 | 200% | 12.5% | 25% | | Average Segment Margin Rate | 22.2% | 22.7% | >= 23.2% | 23.9% | 200% | 12.5% | 25% | | Average ROI | 26.0% | 26.9% | >= 27.8% | 29.3% | 200% | 12.5% | 25% | | PMT | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | | Cumulative Revenue ($M) | $29,357 | $30,422 | $31,486 | $33,275 | 200% | 12.5% | 25% | | Average Segment Margin Rate | 20.6% | 21.1% | >= 21.6% | 21.8% | 200% | 12.5% | 25% | | Average ROI | 13.2% | 13.7% | >= 14.2% | 17.4% | 200% | 12.5% | 25% | | Total PSU Calculated Percentage — Mr. Kapur calculated on a pro-rata basis based on performance of HBT, PMT, and Total Honeywell(2) | | | | | | | 146.8% | | (1)Business unit executives have a portion of their Performance Plan payout based on performance against plan goals set at the business unit level (i.e., business unit three-year cumulative revenue, business unit average segment margin rate, and business unit three-year average ROI). 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)For the portion of his time in each business unit (i.e., HBT and PMT), Mr. Kapur's calculated payout was based (i) 37.5% on performance against the business unit financial goals, (ii) 37.5% on performance against the Total Honeywell financial goals, and (iii) 25% on Honeywell's three-year relative TSR performance. | | | | | | | |

  90. PSU Formulaic Calculation

    | 2024 NOTICE AND PROXY STATEMENT | | | 73 |

  91. PSU Formulaic Calculation

    The table below shows plan-basis TSR details for Honeywell and the 2021 Compensation Peer Group for the three-year performance period of January 1, 2021–December 31, 2023:

  92. PSU Formulaic Calculation

    | Company Name | 3-Year Relative Percentile Ranking (1) | | 3M Company | 0% | | Boeing Co. | 27% | | Caterpillar Inc. | 67% | | Deere & Company | 47% | | Dow Inc. | 13% | | Dupont de Nemours, Inc. | 7% | | Eaton Corporation plc | 93% | | Emerson Electric Co. | 33% | | General Dynamics Corporation | 73% | | General Electric Company | 80% | | Illinois Tool Works Inc. | 53% | | Johnson Controls Int. plc | 20% | | Lockheed Martin Corp. | 60% | | Phillips 66 | 87% | | Raytheon Technologies Corp. | 40% | | Schlumberger Ltd. | 100% | | Honeywell International Inc. | 10% |

  93. PSU Formulaic Calculation

    (1)Based on three-year TSR determined on a ‘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. Honeywell's plan-basis 3-year relative percentile ranking of 11% was below threshold for this performance plan cycle. As a result, no portion of the 2021-2023 performance plan award was earned on this metric.

  94. Payout Decision

    Payout Decision In February 2024, the MDCC reviewed and assessed the overall formulaic PSU calculation for the 2021-2023 performance cycle for the NEOs that received them. Calculated performance equaled 145% for the Corporate NEOs. The calculated payout for Mr. Kapur of 146.8% reflects a blended proration based on his service in HBT, PMT, and Corporate over the 3-year performance period. Messrs. Boldea and Currier did not receive PSUs for the 2021-2023 cycle.

  95. 2021-2023 PSU Payouts

    2021-2023 PSU Payouts Based on the final approved award payout percentages for the 2021-2023 performance period for those NEOs who received their 2021-2023 Performance Plan award in the form of PSUs, the MDCC approved the following individual awards to the NEOs:

  96. 2021-2023 PSU Payouts

    | NEO | 2021-2023 PSUs at Target(1) | Total Payout % | Total 2021-2023 PSUs Earned | | Mr. Adamczyk | 37,277 | 145% | 54,052 | | Mr. Kapur | 6,547 | 146.8% | 9,611 | | Mr. Lewis | 11,722 | 145% | 16,997 | | Ms. Madden | 11,722 | 145% | 16,997 |

  97. 2021-2023 PSU Payouts

    (1)Includes additional PSUs from dividend equivalents. Earned awards became fully vested on February 12, 2024. 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, 2023, and paid in March 2024.

  98. 2021-2023 PSU Payouts

    | 74 | | | 2024 NOTICE AND PROXY STATEMENT |

  99. 2021-2023 Performance Cash Unit Payouts (Mr. Currier only)

    2021-2023 Performance Cash Unit Payouts (Mr. Currier only) In February 2024, the MDCC also reviewed the calculated outcomes for the 2021–2023 Performance Cash Units (PCUs) issued to non-officer executives in 2021 (which included Mr. Currier, who was a non-officer at the time of grant). The non-officer performance plan follows the same structure as the 2021–2023 PSUs described above, but excludes the portion of the award that is tied to relative TSR.

  100. 2021-2023 Performance Cash Unit Payouts (Mr. Currier only)

    | AERO | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | | AERO Revenue | $36,021 | $37,327 | $38,634 | $36,561 | 71% | 16.7% | 12% | | AERO Margin | 26.2% | 26.7% | >= 27.2% | 27.1% | 180% | 16.7% | 30% | | AERO ROI | 42.1% | 43.6% | >= 45.1% | 41.7% | 0% | 16.7% | 0% | | HON Revenue | $102,156 | $105,861 | $109,567 | $108,837 | 180% | 16.7% | 30% | | HON Segment Margin Rate | 20.8% | 21.3% | >= 21.8% | 22.0% | 200% | 16.7% | 33% | | HON Average ROI | 20.8% | 21.6% | >= 22.3% | 23.4% | 200% | 16.7% | 33% | | Total Earned Performance Cash Unit Payout Percentage — AERO executives (non-officer), includes Mr. Currier as non-officer in 2021 | | | | | | | 138% |

  101. 2021-2023 Performance Cash Unit Payouts (Mr. Currier only)

    (1)Results for AERO executives based 50% on performance against Total Honeywell targets and 50% on performance against Aerospace targets. Based on the final approved award payout percentage for non-officer Aerospace executives who received a 2021-2023 Performance Plan award in the form of performance cash units, the following individual award was earned by Mr. Currier:

  102. 2021-2023 Performance Cash Unit Payouts (Mr. Currier only)

    | NEO | 2021-2023 Performance Cash Units at Target | Value Per Unit | Total Earned Award | Total 2021-2023 Performance Cash Award Earned | | Mr. Currier | $934 | $100.00 | 138% | $128,892 |

  103. 2021-2023 Performance Cash Unit Payouts (Mr. Currier only)

    The earned award for Mr. Currier became fully vested on February 12, 2024, and was paid in cash in March 2024. In accordance with SEC disclosure requirements for cash-based awards, 100% of the earned cash award for Mr. Currier for the 2021-2023 performance period is included as part of 2023 Non-Equity Incentive Compensation on the Summary Compensation Table, even though originally granted in 2021. The MDCC considered this 2021-2023 cash unit award as part of Mr. Currier's 2021 total annual direct compensation (in the year it was granted), which differs from how it is reported on the Summary Compensation Table. Mr. Currier became an executive officer in August 2023, and he has received PSU awards since then.

  104. 2021-2023 Performance Cash Unit Payouts (Mr. Currier only)

    | 2024 NOTICE AND PROXY STATEMENT | | | 75 |

  105. STOCK OPTIONS

    STOCK OPTIONS

  106. STOCK OPTIONS

    | | Stock options granted to the NEOs in 2023 represented 25% 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 vest 25% per year over four years and have a 10-year term to exercise. The strike price for the 2023 annual stock options granted to NEOs in February is $199.60, which was the fair market value of Honeywell stock on the date of grant (February 10, 2023). The grant date fair value of a stock option was determined by a third-party valuation company using a Black-Scholes valuation method. |

  107. STOCK OPTIONS

    | NEO | # of Stock Options(1) | Grant Date Value(2) | | Mr. Kapur | $65,552 | $2,510,104 | | Mr. Lewis | 34,270 | 1,367,716 | | Ms. Madden | 31,225 | 1,246,190 | | Mr. Boldea | 23,805 | 950,058 | | Mr. Currier | 24,271 | 919,053 | | Mr. Adamczyk | 112,755 | 4,500,052 |

  108. STOCK OPTIONS

    (1)Reflects the total number of stock options awarded to each NEO in 2023. 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)Annual officer stock options were awarded to Messrs. Kapur (36,960 options), Lewis, Boldea, and Adamczyk and Ms. Madden on February 10, 2023, at a Black-Scholes value of $39.91 per option. Mr. Kapur received an additional stock option award (28,592 options) in connection with his promotion to Honeywell CEO on June 1, 2023, at a Black-Scholes value of $36.20 per option. Mr. Currier received his annual award (3,719 options) on February 23, 2023, at a Black-Scholes value of $38.73 per option, and an additional stock options award (20,552 options) at the time of his promotion to CEO and President, Aerospace on August 1, 2023, at a Black-Scholes value of $37.71 per option.

  109. RESTRICTED STOCK UNITS

    RESTRICTED STOCK UNITS

  110. RESTRICTED STOCK UNITS

    | | RSUs granted to the NEOs in 2023 represented 25% of their total annual LTI value and mix. RSUs vest 33%, 33%, and 34% on the second, third, and fourth anniversaries of the grant date, respectively. This vesting period is aligned with market practices and is designed to strengthen retention. |

  111. RESTRICTED STOCK UNITS

    The following table presents the total number of RSUs granted to each NEO in 2023 and their respective grant date values:

  112. RESTRICTED STOCK UNITS

    | NEO | # of RSUs(1)(2) | Grant Date Value(3) | | Mr. Kapur | $12,770 | $2,510,102 | | Mr. Lewis | 6,850 | 1,367,260 | | Ms. Madden | 6,245 | 1,246,502 | | Mr. Boldea | 4,760 | 950,096 | | Mr. Currier | 4,740 | 919,310 | | Mr. Adamczyk | 22,545 | 4,499,982 |

  113. RESTRICTED STOCK UNITS

    (1)Annual RSUs were awarded to Messrs. Kapur (7,390 RSUs), Lewis, Boldea, Currier (742 RSUs) and Adamczyk and Ms. Madden in February 2023. Mr. Kapur received an additional award (5,380 RSUs) in connection with his promotion to Honeywell CEO on June 1, 2023. Mr. Currier received an additional award (3,998 RSUs) in connection with his promotion to CEO and President, Aerospace on August 1, 2023. (2)Officer RSUs vest 33%, 33%, and 34% on the second, third, and fourth 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)Grant date value is determined using the average of the high and low stock prices of Honeywell stock on the grant date. Numbers shown are based on a grant date value of $199.60 for the February 10, 2023 grants, $194.31 for the February 23, 2023 grant (Currier only), $192.39 for the June 1, 2023 grant, and $193.88 for the August 1, 2023 grant.

  114. RESTRICTED STOCK UNITS

    | 76 | | | 2024 NOTICE AND PROXY STATEMENT |

  115. NONQUALIFIED DEFERRED COMPENSATION PLANS

    NONQUALIFIED DEFERRED COMPENSATION PLANS Honeywell executives (including the NEOs) may choose to participate in certain nonqualified deferred compensation plans to permit retirement savings in a tax-efficient manner. Executives can elect to defer up to 100% of their annual ICP awards. In addition, executives may also participate in the Honeywell Supplemental Savings Plan to defer base salary that cannot be contributed to the Company’s 401(k) savings plan due to IRS limitations. These amounts are matched by the Company only to the extent required to make up for a shortfall in the available match under the 401(k) savings plan due to IRS limitations. Deferred compensation balances earn interest at a fixed rate based on the Company’s 15-year cost of borrowing, which is subject to change on an annual basis (5.11% for 2023). Matching contributions are treated as if invested in Company common stock. These plans are explained in more detail on page 89.

  116. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  117. SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Year | Salary(2) | Bonus | 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) | Total Compensation(8) | | Vimal Kapur Chief Executive Officer | 2023 | $1,225,000 | $— | $7,530,223 | $2,510,104 | $2,416,500 | $283,838 | $435,965 | $14,401,630 | | | 2022 | 867,596 | — | 3,982,229 | 2,063,137 | 1,206,100 | 195,272 | 65,882 | 8,380,216 | | Gregory P. Lewis Senior Vice President and Chief Financial Officer | 2023 | 920,612 | — | 4,102,410 | 1,367,716 | 1,162,900 | 322,347 | 75,443 | 7,951,428 | | | 2022 | 881,754 | — | 3,952,325 | 1,693,116 | 1,064,300 | 315,289 | 72,292 | 7,979,076 | | | 2021 | 830,493 | — | 4,518,031 | 1,643,520 | 1,107,000 | 215,089 | 65,570 | 8,379,703 | | Anne T. Madden Senior Vice President and General Counsel | 2023 | 890,546 | — | 3,738,983 | 1,246,190 | 1,076,500 | 492,913 | 73,338 | 7,518,470 | | | 2022 | 896,122 | — | 3,952,325 | 1,693,116 | 1,126,100 | 519,846 | 73,298 | 8,260,807 | | | 2021 | 869,458 | — | 4,518,031 | 1,643,520 | 1,159,000 | 389,020 | 80,362 | 8,659,391 | | Lucian Boldea President and Chief Executive Officer, Performance Materials and Technologies | 2023 | 769,231 | — | 2,850,019 | 950,058 | 975,200 | 501 | 214,697 | 5,759,706 | | | 2022 | 184,615 | 200,000 | 6,300,176 | 1,190,024 | 832,000 | — | 13,423 | 8,720,239 | | James Currier(1) President and Chief Executive Officer, Aerospace | 2023 | 531,560 | — | 2,469,418 | 919,053 | 829,692 | 99,247 | 46,413 | 4,895,383 | | Darius Adamczyk Executive Chairman and Former CEO | 2023 | 1,459,712 | — | 13,500,247 | 4,500,052 | 2,834,000 | 515,490 | 219,867 | 23,029,368 | | | 2022 | 1,700,000 | — | 13,397,352 | 5,597,460 | 3,736,600 | 757,453 | 248,733 | 25,437,598 | | | 2021 | 1,675,616 | — | 14,486,389 | 5,248,350 | 3,910,000 | 608,232 | 171,533 | 26,100,120 |

  118. SUMMARY COMPENSATION TABLE

    (1)Mr. Currier is being reported as an NEO for the first time in 2024 (2023 compensation). (2)Represents actual base salary paid in 2023. (3)The 2023 Stock Awards column represents the sum of two components (i) PSU awards under the 2023-2025 Performance Plan, and (ii) RSU awards granted during the year. The unit grant date fair values of PSUs issued in 2023 were $203.07 for annual grants made to Messrs. Kapur (14,527 units), Lewis, Boldea, and Adamczyk and Ms. Madden on February 10, 2023, $200.71 for the promotional grant made to Mr. Kapur on June 1, 2023 (10,314 units), and $182.43 for the award to Mr. Currier on August 1, 2023. PSU unit values were calculated based on the 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. The unit grant date fair values of RSUs issued in 2023 were $199.60 for annual grants made to Messrs. Kapur (7,390 RSUs), Lewis, Boldea, and Adamczyk and Ms. Madden on February 10, 2023, $194.31 for the February 23, 2023 annual grant to Mr. Currier only (742 units), $192.39 for the June 1, 2023 promotional award to Mr. Kapur (5,380 RSUs), and $193.88 for the August 1, 2023 promotional award to Mr. Currier (3,998 RSUs). RSU unit values are determined using the average of the high and low stock prices of Honeywell stock on the grant date.

  119. SUMMARY COMPENSATION TABLE

    | NEO | 2023-2025 Performance Stock Units | Restricted Stock Units | Total Stock Awards | | Mr. Kapur | $5,020,121 | $2,510,102 | $7,530,223 | | Mr. Lewis | 2,735,150 | 1,367,260 | 4,102,410 | | Ms. Madden | 2,492,481 | 1,246,502 | 3,738,983 | | Mr. Boldea | 1,899,923 | 950,096 | 2,850,019 | | Mr. Currier | 1,550,108 | 919,310 | 2,469,418 | | Mr. Adamczyk | 9,000,265 | 4,499,982 | 13,500,247 |

  120. SUMMARY COMPENSATION TABLE

    (4)The 2023 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. Annual officer stock options were awarded to Messrs. Kapur (36,960 options), Lewis, Boldea, and Adamczyk and Ms. Madden on February 10, 2023, at a Black-Scholes value of $39.91 per option. Mr. Kapur received an additional stock option award (28,592 options) in connection with his promotion to Honeywell CEO on June 1, 2023, at a Black-Scholes value of $36.20 per option. Mr. Currier received his annual award (3,719 options) on February 23, 2023 at a Black-Scholes value of $38.73 per option, and an additional stock options award (20,552 options) at the time of his promotion to CEO and President, Aerospace on August 1, 2023, at a Black-Scholes value of $37.71 per option. A discussion of the assumptions used in the valuation of option awards made in fiscal year 2023 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, 2023.

  121. SUMMARY COMPENSATION TABLE

    | 2024 NOTICE AND PROXY STATEMENT | | | 81 |

  122. SUMMARY COMPENSATION TABLE

    (5)The 2023 Non-Equity Incentive Plan Compensation value for each NEO, except Mr. Currier, 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 61, 15% is based on individual assessments determined by the MDCC discussed beginning on page 63, and the remaining 5% is based on ESG metrics discussed on page 67. The amount for Mr. Currier includes the sum of both his 2023 annual ICP award and his earned payout from Performance Plan cash units issued for the January 1, 2021–December 31, 2023 cycle, that is required to be reported in the final year of the performance period under SEC rules, even though granted in 2021 and covering a three-year period. The following table provides the breakdown of the amounts reported as 2023 Non-Equity Incentive Plan Compensation for Mr. Currier:

  123. SUMMARY COMPENSATION TABLE

    | NEO | 2023 ICP Award | 2021-2023 Performance Cash Unit Payout | Total Non-Equity Incentive Plan Compensation | | Mr. Currier | $700,800 | $128,892 | $829,692 |

  124. SUMMARY COMPENSATION TABLE

    (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, 2022 to December 31, 2023 (as disclosed in the Pension Benefits table on page 87 of this Proxy Statement) and (ii) interest earned in 2023 on deferred compensation that is considered “above-market interest” under SEC rules (as discussed beginning on page 89).

  125. SUMMARY COMPENSATION TABLE

    | NEO | Change in Pension Value(a) | NQDC Interest(b) | Total Change in Pension Value and Nonqualified Deferred Compensation Earnings | | Mr. Kapur | $260,766 | $23,072 | $283,838 | | Mr. Lewis | 316,901 | 5,446 | 322,347 | | Ms. Madden | 388,957 | 103,956 | 492,913 | | Mr. Boldea | — | 501 | 501 | | Mr. Currier | 99,049 | 198 | 99,247 | | Mr. Adamczyk | 501,415 | 14,075 | 515,490 |

  126. 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 2023, All Other Compensation consists of the following:

  127. SUMMARY COMPENSATION TABLE

    | NEO | Matching Contributions(a) | Personal Use of Company Aircraft(b) | Security(c) | Relocation and Loss on Sale(d) | Tax Gross- up(e) | Excess Liability Insurance(f) | Executive Physical/ Medical Services (g) | Total Other Compensation | | Mr. Kapur | $85,750 | $303,986 | $— | $22,502 | $15,637 | $3,000 | $5,090 | $435,965 | | Mr. Lewis | 64,443 | — | — | — | — | 3,000 | 8,000 | 75,443 | | Ms. Madden | 62,338 | — | — | — | — | 3,000 | 8,000 | 73,338 | | Mr. Boldea | 53,846 | — | — | 128,928 | 23,310 | 3,000 | 5,612 | 214,697 | | Mr. Currier | 37,209 | — | — | — | — | 1,837 | 7,366 | 46,413 | | Mr. Adamczyk | 102,180 | 103,925 | 2,762 | — | — | 3,000 | 8,000 | 219,867 |

  128. 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 2024 for the 2023 year. (b)For security reasons, Messrs. Kapur and Adamczyk are 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). Personal travel for Mr. Kapur was predominately associated with commuting trips between Houston and Charlotte due to his relocation from Houston to Charlotte in 2023. 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 2023 for expenses relating to personal residential security provided to protect Mr. Adamczyk. (d)Represents relocation assistance in connection with the promotion of Mr. Kapur and hiring of Mr. Boldea. Both were eligible for the same level of relocation assistance and loss-on-sale recovery that is made available to other executive-level employees when relocating. (e)Tax gross-up on relocation costs that are otherwise taxable to the NEO under IRS rules. This represents a one-time item necessary to ensure executives were not negatively impacted by their necessary relocations. Mr. Kapur relocated from Houston, Texas to Charlotte, North Carolina where the Corporate Headquarters is located. Mr. Boldea relocated from Kingsport, Tennessee to Houston, Texas where the PMT Headquarters is located. (f)Represents the annual premiums paid by the Company to purchase excess liability insurance coverage for each Named Executive Officer. (g)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.

  129. SUMMARY COMPENSATION TABLE

    | 82 | | | 2024 NOTICE AND PROXY STATEMENT |

  130. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2023

    GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2023

  131. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2023

    | Named Executive Officer (NEO) | 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 | | | | | | | | Vimal Kapur | ICP | | $19,953 | $1,995,332 | $3,990,664 | | | | | | | | | | | | NQSO | 2/10/2023 | | | | | | | | 36,960 | $199.60 | $200.47 | | $1,475,074 | | | PSU23-25 | 2/10/2023 | | | | 908 | 14,527 | 29,054 | | | | | | 2,949,998 | | | RSU | 2/10/2023 | | | | | | | 7,390 | | | | | 1,475,044 | | | NQSO | 6/1/2023 | | | | | | | | 28,592 | 192.39 | 193.86 | | 1,035,030 | | | PSU23-25 | 6/1/2023 | | | | 645 | 10,314 | 20,628 | | | | | | 2,070,123 | | | RSU | 6/1/2023 | | | | | | | 5,380 | | | | | 1,035,058 | | Gregory P. Lewis | ICP | | 9,603 | 960,299 | 1,920,598 | | | | | | | | | | | | NQSO | 2/10/2023 | | | | | | | | 34,270 | 199.60 | 200.47 | | 1,367,716 | | | PSU23-25 | 2/10/2023 | | | | 842 | 13,469 | 26,938 | | | | | | 2,735,150 | | | RSU | 2/10/2023 | | | | | | | 6,850 | | | | | 1,367,260 | | Anne T. Madden | ICP | | 9,272 | 927,197 | 1,854,394 | | | | | | | | | | | | NQSO | 2/10/2023 | | | | | | | | 31,225 | 199.60 | 200.47 | | 1,246,190 | | | PSU23-25 | 2/10/2023 | | | | 767 | 12,274 | 24,548 | | | | | | 2,492,481 | | | RSU | 2/10/2023 | | | | | | | 6,245 | | | | | 1,246,502 | | Lucian Boldea | ICP | | 8,000 | 800,000 | 1,600,000 | | | | | | | | | | | | NQSO | 2/10/2023 | | | | | | | | 23,805 | 199.60 | 200.47 | | 950,058 | | | PSU23-25 | 2/10/2023 | | | | 585 | 9,356 | 18,712 | | | | | | 1,899,923 | | | RSU | 2/10/2023 | | | | | | | 4,760 | | | | | 950,096 | | James Currier | ICP | | 5,514 | 551,385 | 1,102,770 | | | | | | | | | | | | NQSO | 2/23/2023 | | | | | | | | 3,719 | 194.31 | 195.02 | | 144,037 | | | PCU23-25 | 2/23/2023 | 240 | 1,440 | 2,880 | | | | | | | | | 144,000 | | | RSU | 2/23/2023 | | | | | | | 742 | | | | | 144,178 | | | NQSO | 8/1/2023 | | | | | | | | 20,552 | 193.88 | 191.30 | | 775,016 | | | PSU23-25 | 8/1/2023 | | | | 531 | 8,497 | 16,994 | | | | | | 1,550,108 | | | RSU | 8/1/2023 | | | | | | | 3,998 | | | | | 775,132 | | Darius Adamczyk | ICP | | 23,402 | 2,340,176 | 4,680,352 | | | | | | | | | | | | NQSO | 2/10/2023 | | | | | | | | 112,755 | 199.60 | 200.47 | | 4,500,052 | | | PSU23-25 | 2/10/2023 | | | | 2,770 | 44,321 | 88,642 | | | | | | 9,000,265 | | | RSU | 2/10/2023 | | | | | | | 22,545 | | | | | 4,499,982 |

  132. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2023

    (1)Award Type: ICP = Incentive Compensation Plan (for 2023 performance year, paid in 2024) NQSO = Nonqualified Stock Option PCU23-25 = 2023-2025 Performance Cash Unit (Currier only) PSU23-25 = 2023-2025 Performance Stock Unit RSU = Restricted Stock Unit (2)Represents the minimum level of performance that must be achieved for any amount to be payable. (3)The amount in the Target column represents the number of PSUs awarded to the Named Executive Officer in 2023 under the 2016 Stock Incentive Plan for the performance period of January 1, 2023–December 31, 2025. 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 2026. 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 2023 under the 2016 Stock Incentive Plan. Annual RSUs vest in three installments; 33% on each of the second and third anniversaries of the grant date and 34% on the fourth 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 values for NQSO awards was calculated in accordance with FASB ASC Topic 718, using the Black-Scholes option valuation model at the time of grant. NQSO grant date values were: $39.91 for February 10, 2023 grants, $38.73 for the February 23, 2023 grant, $36.20 for the June 1, 2023 grant and $37.71 for the August 1, 2023 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, 2023. The grant date fair value for RSUs were determined using the average of the high and low stock prices of Honeywell stock on the grant date. Grant date fair values for RSUs issued in 2023 were: $199.60 for February 10, 2023 grants, $194.31 for the February 23, 2023 grant, $192.39 for the June 1, 2023 grant, and $193.88 for the August 1, 2023 grant. The grant date fair value for PSU23-25 awards were calculated based on the 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. The PSU23-25 grant date fair values were: $203.07 for grants made on February 10, 2023, $200.71 for the grant made on June 1, 2023, and $182.43 for the grant made on August 1, 2023. The grant date fair value for the PCU23-25 award was $100.

  133. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2023

    | 2024 NOTICE AND PROXY STATEMENT | | | 83 |

  134. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

  135. OUTSTANDING EQUITY AWARDS AT 2023 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) | | Vimal Kapur | 2023 | — | 28,592 | $192.39 | 5/31/2033 | 5,467(3) | $1,146,485 | 10,481(4) | $2,197,971 | | | 2023 | — | 36,960 | 199.60 | 2/9/2033 | 7,549(5) | 1,583,101 | 14,841(4) | 3,112,306 | | | 2022 | 5,212 | 15,634 | 189.18 | 7/27/2032 | 1,636(6) | 343,086 | 5,078(8) | 1,064,907 | | | 2022 | 11,050 | 33,150 | 189.72 | 2/10/2032 | 3,127(7) | 655,763 | 10,737(8) | 2,251,656 | | | 2021 | 14,150 | 14,150 | 202.72 | 2/11/2031 | 1,350(9) | 283,109 | | | | | 2021 | — | — | — | — | 9,611(10) | 2,015,523 | | | | | 2020 | 25,725 | 8,575 | 180.92 | 2/13/2030 | 1,233(11) | 258,572 | | | | | 2019 | 28,600 | — | 154.22 | 2/25/2029 | 635(12) | 133,166 | | | | | 2018 | 17,232 | — | 148.79 | 2/26/2028 | — | — | | | | | 2017 | 16,188 | — | 119.69 | 2/27/2027 | — | — | | | | | Total | 118,157 | 137,061 | | | 30,608 | 6,418,804 | 41,137 | 8,626,840 | | Gregory P. Lewis | 2023 | — | 34,270 | 199.60 | 2/9/2033 | 6,998(5) | 1,467,551 | 13,760(4) | 2,885,610 | | | 2022 | 13,725 | 41,175 | 189.72 | 2/10/2032 | 3,961(7) | 830,661 | 13,343(8) | 2,798,161 | | | 2021 | 25,600 | 25,600 | 202.72 | 2/11/2031 | 2,416(9) | 506,659 | | | | | 2021 | — | — | — | — | 16,997(10) | 3,564,441 | | | | | 2020 | 52,650 | 17,550 | 180.92 | 2/13/2030 | 2,539(11) | 532,454 | | | | | 2019 | 56,800 | — | 154.22 | 2/25/2029 | 1,270(12) | 266,332 | | | | | 2018 | 26,110 | — | 148.79 | 2/26/2028 | — | — | | | | | 2017 | 26,110 | — | 119.69 | 2/27/2027 | — | — | | | | | 2016 | 25,209 | — | 98.70 | 2/24/2026 | — | — | | | | | Total | 226,204 | 118,595 | | | 34,181 | 7,168,098 | 27,103 | 5,683,770 | | Anne T. Madden | 2023 | — | 31,225 | 199.60 | 2/9/2033 | 6,380(5) | 1,337,950 | 12,539(4) | 2,629,554 | | | 2022 | 13,725 | 41,175 | 189.72 | 2/10/2032 | 3,961(7) | 830,661 | 13,343(8) | 2,798,161 | | | 2021 | 25,600 | 25,600 | 202.72 | 2/11/2031 | 2,416(9) | 506,659 | | | | | 2021 | — | — | — | — | 16,997(10) | 3,564,441 | | | | | 2020 | 52,650 | 17,550 | 180.92 | 2/13/2030 | 2,539(11) | 532,454 | | | | | 2019 | 56,800 | — | 154.22 | 2/25/2029 | 1,270(12) | 266,332 | | | | | 2018 | 31,959 | — | 148.79 | 2/26/2028 | 1,834(13) | 384,608 | | | | | 2017 | 28,199 | — | 119.69 | 2/27/2027 | — | — | | | | | 2016 | 28,885 | — | 98.70 | 2/24/2026 | — | — | | | | | Total | 237,818 | 115,550 | | | 35,397 | 7,423,105 | 25,882 | 5,427,714 | | Lucian Boldea | 2023 | | 23,805 | 199.60 | 2/9/2033 | 4,862(5) | 1,019,610 | 9,558(4) | 2,004,408 | | | 2022 | 8,797 | 26,390 | 171.73 | 10/2/2032 | 17,716(14) | 3,715,222 | 9,570(8) | 2,006,925 | | | Total | 8,797 | 50,195 | | | 22,578 | 4,734,832 | 19,128 | 4,011,333 | | James Currier | 2023 | — | 20,552 | 193.88 | 7/31/2033 | 4,041(15) | 847,438 | 8,590(4) | 1,801,409 | | | 2023 | — | 3,719 | 194.31 | 2/22/2033 | 758(16) | 158,960 | | | | | 2022 | 1,081 | 3,243 | 189.72 | 2/10/2032 | 732(17) | 153,508 | | | | | 2022 | — | — | — | — | 1,831(18) | 383,979 | | | | | 2021 | 1,454 | 1,454 | 202.72 | 2/11/2031 | 488(19) | 102,338 | | | | | 2020 | 2,920 | 973 | 180.92 | 2/13/2030 | 1,426(20) | 299,046 | | | | | 2019 | 2,520 | — | 154.22 | 2/25/2029 | 641(21) | 134,424 | | | | | 2018 | 1,671 | — | 148.79 | 2/26/2028 | | | | | | | Total | 9,646 | 29,941 | | | 9,917 | 2,079,694 | 8,590 | 1,801,409 |

  136. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | 84 | | | 2024 NOTICE AND PROXY STATEMENT |

  137. OUTSTANDING EQUITY AWARDS AT 2023 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 | 2023 | — | 112,755 | $199.60 | 2/9/2033 | 23,032(5) | $4,830,041 | 45,279(4) | $9,495,459 | | | 2022 | 45,375 | 136,125 | 189.72 | 2/10/2032 | 13,135(7) | 2,754,541 | 43,888(8) | 9,203,752 | | | 2021 | 81,750 | 81,750 | 202.72 | 2/11/2031 | 7,816(9) | 1,639,093 | | | | | 2021 | — | — | — | — | 54,052(10) | 11,335,245 | | | | | 2020 | 171,600 | 57,200 | 180.92 | 2/13/2030 | 8,416(11) | 1,764,919 | | | | | 2019 | 215,300 | — | 154.22 | 2/25/2029 | 4,782(12) | 1,002,833 | | | | | 2018 | 140,685 | — | 148.79 | 2/26/2028 | 8,168(13) | 1,712,911 | | | | | 2017 | 225,598 | — | 119.69 | 2/27/2027 | — | — | | | | | 2016 | 105,040 | — | 107.42 | 4/3/2026 | — | — | | | | | Total | 985,348 | 387,830 | | | 119,401 | 25,039,584 | 89,167 | 18,699,212 |

  138. OUTSTANDING EQUITY AWARDS AT 2023 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 $209.71 per share of common stock on December 29, 2023. (3)2023 RSU grant will vest 33% on each of June 1, 2025 and June 1, 2026, with the remaining RSUs vesting on June 1, 2027. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2023, 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 2023-2025 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, 2023, which were reinvested as additional unvested PSUs that will vest on the same basis as the underlying PSUs to which they relate. (5)2023 RSU grants will vest 33% on each of February 10, 2025 and February 10, 2026, with the remaining RSUs vesting on February 10, 2027. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2023, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (6)2022 RSU grant will vest 33% on each of July 28, 2024 and July 28 2026, with the remaining RSUs vesting on July 28, 2028. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2023, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (7)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, 2023, 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 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, 2023, 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 2021 RSU grants vested on February 12, 2023. The remaining RSUs will vest 49% on February 12, 2025 and 51% on February 12, 2027. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2023, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (10)Represents PSUs issued under the 2021-2023 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, 2023, which were reinvested as additional unvested PSUs that will vest on the same basis as the underlying PSUs to which they relate. (11)A portion of these 2020 RSU grants 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, 2023, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (12)A portion of these 2019 RSU grants vested on February 26, 2021 and February 26, 2023. The remaining RSUs will vest on February 26, 2025. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2023, which were reinvested as additional RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (13)A portion of these 2018 RSU grants 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, 2023, which were reinvested as additional RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (14)Mr. Boldea received two RSU grants on October 3, 2022. The first award (3,048 RSUs as of 12/31/2023) will vest 33% on each of October 3, 2024 and October 3, 2026, with the remaining RSUs vesting on October 3, 2028. A portion of the second award vested on October 3, 2023 with the remaining 14,668 RSUs vesting 67% on October 3, 2024 and 33% on October 3, 2025. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2023, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (15)2023 RSU grant will vest 33% on each of August 1, 2025 and August 1, 2026, with the remaining RSUs vesting on August 1, 2027. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2023, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (16)2023 RSU grant will vest 100% on February 26, 2026. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2023, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (17)2022 RSU grant will vest 100% on February 11, 2025. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2023, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (18)A portion of these RSUs vested on February 11, 2023. The remaining RSUs will vest 49% on February 11, 2025 and 51% vesting on February 11, 2027. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2023, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate.

  139. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | 2024 NOTICE AND PROXY STATEMENT | | | 85 |

  140. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (19)2021 RSU grant will vest 100% on February 12, 2024. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2023, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (20)A portion of these RSUs vested on July 30, 2022. The remaining RSUs will vest 49% on July 30, 2024 and 51% vesting on July 30, 2026. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2023, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (21)A portion of these RSUs vested on July 25, 2021 and on July 25, 2023. The remaining RSUs will vest on July 25, 2025. The number of RSUs reflected on the table includes dividend equivalents applied through December 31, 2023, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate.

  141. OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2023

    OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2023

  142. OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2023

    | | 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. Kapur | 31,246(5) | $3,112,053 | 12,754(6) | $2,617,849 | | Mr. Lewis | 23,107(7) | 2,312,657 | 23,920(8) | 4,884,644 | | Ms. Madden | — | — | 25,164(9) | 5,160,154 | | Mr. Boldea | — | — | 9,726(10) | 1,765,053 | | Mr. Currier | — | — | 2,827(11) | 567,988 | | Mr. Adamczyk | 157,561(12) | 14,634,407 | 91,946(13) | 18,718,414 |

  143. OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2023

    (1)Represents the total number of stock options exercised during 2023 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 2023 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 12/31/2022 and the value of shares is calculated at the average of the high and low share price upon payout on 2/14/2023. 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, 2015, and 2016 with a ten-year term that would have expired in 2024, 2025, and 2026 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 8,706 net gain shares. Net gain shares must be held at least one year before they can be sold. (6)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 1,826 net shares were retained. Upon the vesting of PSUs, 4,749 shares were settled in cash, and 2,592 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 2015 with a ten-year term that would have expired in 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. Lewis receiving a total of 6,447 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 2,436 net shares were retained. Upon the vesting of PSUs, 9,752 shares were settled in cash, and 5,399 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)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 3,127 net shares were retained. Upon the vesting of PSUs, 9,752 shares were settled in cash, and 5,399 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. (10)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 5,897 net shares were retained. Net shares must be held for at least one year before they can be sold. (11)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 1,632 net shares were retained. Net shares must be held for at least one year before they can be sold. (12)Relates to stock options originally granted in February 2016 with a ten-year term that would have expired in 2026 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 42,283 net gain shares. Net gain shares must be held at least one year before they can be sold. (13)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 16,029 net shares were retained. Upon the vesting of PSUs, 31,545 shares were settled in cash, and 17,526 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.

  144. OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2023

    | 86 | | | 2024 NOTICE AND PROXY STATEMENT |

  145. 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 (NEOs) under two pension plans, the Honeywell International Inc. Supplemental Executive Retirement Plan (SERP) and the Honeywell International Inc. Retirement Earnings Plan (REP):

  146. Pension Benefits — Fiscal Year 2023

    Pension Benefits — Fiscal Year 2023

  147. Pension Benefits — Fiscal Year 2023

    | Named Executive Officer | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefits(1) | | Vimal Kapur | REP | 9.5 | $169,933 | | | SERP | 9.5 | 822,827 | | | Total | | 992,760 | | Gregory P. Lewis | REP | 17.0 | 304,841 | | | SERP | 17.0 | 1,501,186 | | | Total | | 1,806,027 | | Anne T. Madden | REP | 27.5 | 492,460 | | | SERP | 27.5 | 2,664,194 | | | Total | | 3,156,654 | | Lucian Boldea | REP | — | — | | | SERP | — | — | | | Total | | — | | James Currier | REP | 17.3 | 310,132 | | | SERP | 17.3 | 222,572 | | | Total | | 532,704 | | Darius Adamczyk | REP | 11.7 | 209,074 | | | SERP | 15.5 | 4,828,076 | | | Total | | 5,037,150 |

  148. Pension Benefits — Fiscal Year 2023

    (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 December 31, 2023 using a 4.97% discount rate and projected PRI-2012 mortality. 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. •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.

  149. Pension Benefits — Fiscal Year 2023

    | 2024 NOTICE AND PROXY STATEMENT | | | 87 |

  150. PENSION BENEFIT CALCULATION FORMULAS

    | Name/Formula | Description of Total Pension Benefits | | 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. | | Gregory P. Lewis Total pension benefit = REP formula benefits | •Mr. Lewis’ pension benefits under the REP and the SERP are determined under the REP formula. | | Anne T. Madden Total pension benefit = REP formula benefits | •Ms. Madden’s pension benefits under the REP and the SERP are determined under the REP formula. | | James Currier Total pension benefit = REP formula benefits | •Mr. Currier’s pension benefits under the REP and the SERP are determined under the REP formula. | | 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. |

  151. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2023

    NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2023 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.

  152. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2023

    | 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) | | Vimal Kapur | SS Plan(1) | $374,058 | $62,650 | $67,289 | — | $1,674,660 | | | DIC Plan | 603,050 | — | 137,407 | — | 2,852,045 | | | Deferred RSUs(2) | — | — | | — | | | | Total | 977,108 | 62,650 | 204,695 | — | 4,526,705 | | Gregory P. Lewis | SS Plan(1) | 140,680 | 41,343 | 43,999 | — | 1,238,102 | | | DIC Plan | — | — | 6,496 | — | 130,946 | | | Deferred RSUs(2) | — | — | — | — | — | | | Total | 140,680 | 41,343 | 50,495 | — | 1,369,048 | | Anne T. Madden | SS Plan(1) | 263,639 | 39,238 | 204,345 | — | 4,874,617 | | | DIC Plan | 1,126,100 | — | 466,756 | — | 9,562,386 | | | Deferred RSUs(2) | — | — | (29,879) | — | 7,974,744 | | | Total | 1,389,739 | 39,238 | 641,222 | — | 22,411,748 | | Lucian Boldea | SS Plan(1) | 186,977 | 34,159 | 4,384 | — | 191,361 | | | DIC Plan | — | — | — | — | — | | | Deferred RSUs(2) | — | — | — | — | — | | | Total | 186,977 | 34,159 | 4,384 | — | 191,361 | | James Currier | SS Plan(1) | 20,025 | 17,522 | 2,465 | — | 79,238 | | | DIC Plan | — | — | — | — | — | | | Deferred RSUs(2) | — | — | — | — | — | | | Total | 20,025 | 17,522 | 2,465 | — | 79,238 | | Darius Adamczyk | SS Plan(1) | 94,277 | 82,492 | 61,323 | — | 2,287,412 | | | DIC Plan | — | — | 69,011 | — | 1,391,135 | | | Deferred RSUs(2) | — | — | — | — | — | | | Total | 94,277 | 82,492 | 130,334 | — | 3,678,548 |

  153. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2023

    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 2024 for the 2023 year. (2)The value of executive contributions in the last fiscal year is calculated by multiplying the number of deferred RSUs that vested in 2023 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, 2023, by the closing price of a share of common stock on December 29, 2023 ($209.71). This column reflects the following for Ms. Madden: 35,187 in deferred units including dividend reinvestment units and $595,730 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:

  154. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2023

    | NEO | Executive Contributions in SCT | Registrant Contributions in SCT | Earnings in SCT | Portion of Aggregate Balance Included in Prior SCTs | | | Vimal Kapur | $374,058 | $62,650 | $23,072 | | $901,136 | | Gregory P. Lewis | 140,680 | 41,343 | 5,446 | | 680,385 | | Anne T. Madden | 263,639 | 39,238 | 81,143 | | 5,472,090 | | Lucian Boldea | 186,977 | 34,159 | 501 | | — | | James Currier | 20,025 | 17,522 | 198 | | — | | Darius Adamczyk | 94,277 | 82,492 | 14,075 | | 2,559,888 |

  155. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2023

    | 2024 NOTICE AND PROXY STATEMENT | | | 89 |

  156. 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)

  157. 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:

  158. 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. |

  159. TERMINATION OR CIC IMPACT ON OUTSTANDING AWARDS

    | 94 | | | 2024 NOTICE AND PROXY STATEMENT |

  160. 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 2023 annual total compensation of Vimal Kapur, our 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 2023 pay ratio disclosure, Honeywell identified a new median employee using our global employee population as of October 31, 2023 (Determination Date). We selected October 31 as the Determination Date, as it was a date within the last three months of 2023, 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 118,496 individuals.

  161. CEO PAY RATIO

    | Total U.S. Employees(1) | 56,557 | | Total non-U.S. Employees | 61,939 (no exclusions) | | Total Global Workforce | 118,496 |

  162. 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 5,078 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), Angola (4), Argentina (135), Azerbaijan (8), Bahrain (17), Bangladesh (2), Brazil (331), Bulgaria (182), Chile (162), Colombia (76), Croatia (6), Ecuador (5), Egypt (158), Finland (153), Hong Kong (158), Hungary (283), Indonesia (146), Japan (195) Jordan (12), Kazakhstan (111), Kenya (6), Kuwait (141), Latvia (2), Luxembourg (7), Macao (23), Morocco (116), New Zealand (206), Nigeria (9), Oman (62), Pakistan (5), Panama (4), Peru (49), Philippines (135), Portugal (31), Republic of Serbia (6), Saudi Arabia (396), South Africa (203), Spain (418), Sweden (61), Taiwan (117), Thailand (464), Tunisia (114), Turkey (211), Ukraine (27), Uruguay (4), Uzbekistan (4), and Vietnam (52). Total Workforce for Determination of Median Employee:

  163. CEO PAY RATIO

    | Total U.S. Employees | 56,557 | | Total non-U.S. Employees | 56,861 (excluding 5,078 employees) | | Total Global Workforce | 113,418 |

  164. 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 2023, our last completed fiscal year, was $80,363, calculated in accordance with the rules applicable to the Summary Compensation Table (SCT) of this Proxy Statement. The annual compensation of our median employee includes $7,233 in Company-paid healthcare benefits. For 2023, the annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $15,442,555, and includes $3,425 in Company-paid healthcare benefits, which are not reflected on the SCT in accordance with SEC rules. In addition, as Mr. Kapur served as CEO for only a portion of the year, we also included additional amounts that reflect the annualization of the amounts reported for him in the “Salary” and “Non-Equity Incentive Compensation” columns of the Summary Compensation Table to reflect the base salary and annual incentive he would have earned for 2023 if he had served as CEO for the entire fiscal year. Based on this information, for 2023, the ratio of the annual total compensation of Mr. Kapur, our CEO, to the median of the annual total compensation of all employees was estimated to be 192 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.

  165. CEO PAY RATIO

    | 96 | | | 2024 NOTICE AND PROXY STATEMENT |

  166. 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(s) (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 49. 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 2023 fiscal year.

  167. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | CSM: Segment Margin (i) | | | Year (a) | Summary Comp Table Total for PEO — Kapur (b)(1) | Comp Actually Paid to PEO — Kapur (c)(2),(3),(4) | Summary Comp Table Total for PEO— Adamczyk (b)(1) | Comp Actually Paid to PEO — Adamczyk (c)(2),(3),(5) | Avg. Summary Comp Table for Non-PEO NEOs (d)(1) | Avg. Comp Actually Paid to Non-PEO NEOs (e)(2),(3),(6) | Total Shareholder Return ($)(f) | Peer Group Total Shareholder Return (Composite) (g) | Net Income (in millions) (h) | | | | 2023 | $14,401,630 | $14,757,418 | $23,029,368 | $21,520,786 | $6,531,247 | $6,230,330 | $128.65 | $149.80 | $5,672 | | 22.7% | | 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% |

  168. PAY VERSUS PERFORMANCE

    (1)The PEO(s) and Non-PEO NEOs included in the above compensation columns reflect the following:

  169. PAY VERSUS PERFORMANCE

    | Year | PEO (CEO) | Non-PEO NEOs | | 2023 | Vimal Kapur, Darius Adamczyk | Gregory P. Lewis, Anne T. Madden, Lucian Boldea, James Currier | | 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 |

  170. 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 2023: $209.71 (2.1% decrease from prior year), 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).

  171. PAY VERSUS PERFORMANCE

    | 2024 NOTICE AND PROXY STATEMENT | | | 97 |

  172. PAY VERSUS PERFORMANCE

    (4)The dollar amounts reported for Mr. Kapur under “Compensation Actually Paid” represent the amount of “compensation actually paid” to Mr. Kapur for 2023, 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. Kapur 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. Kapur's compensation for each year to determine the compensation actually paid:

  173. PAY VERSUS PERFORMANCE

    | | PEO — Kapur ($) | | | 2023 | | Total Reported in Summary Compensation Table (SCT) | $14,401,630 | | Less, Value of Stock & Option Awards Reported in SCT | (10,040,327) | | Less, Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT | (283,838) | | Plus, Pension Service Cost | 94,485 | | Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 10,811,208 | | Plus, Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | 467,763 | | 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 | (693,504) | | Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | - | | Total Adjustments | 355,788 | | “Compensation Actually Paid” to PEO — Kapur | 14,757,418 |

  174. PAY VERSUS PERFORMANCE

    (5)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:

  175. PAY VERSUS PERFORMANCE

    | | PEO — Adamczyk ($) | | | | | | 2023 | 2022 | 2021 | 2020 | | Total Reported in Summary Compensation Table (SCT) | $23,029,368 | $25,437,598 | $26,100,120 | $19,075,281 | | Less, Value of Stock & Option Awards Reported in SCT | (18,000,300) | (18,994,812) | (19,734,739) | (14,012,084) | | Less, Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT | (515,490) | (757,453) | (608,232) | (810,840) | | Plus, Pension Service Cost | 59,709 | 189,227 | 337,104 | 302,024 | | Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 18,914,098 | 22,196,690 | 14,602,954 | 22,994,843 | | Plus, Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | 2,029,201 | 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 | (3,995,801) | (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 | (1,508,582) | 11,292,213 | (10,412,147) | 15,527,728 | | “Compensation Actually Paid” to PEO — Adamczyk | 21,520,786 | 36,729,811 | 15,687,973 | 34,603,009 |

  176. PAY VERSUS PERFORMANCE

    (6)The dollar amounts reported under Average Compensation Actually Paid for Non-PEO NEOs represent the average amount of "compensation actually paid" to the Non-PEO NEOs as a group (excluding the PEOs), 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 Non-PEO 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 Non-PEO NEOs' total compensation for each year to determine the compensation actually paid:

  177. PAY VERSUS PERFORMANCE

    | | Non-PEO NEOs Average ($) | | | | | | 2023 | 2022 | 2021 | 2020 | | Total Reported in Summary Compensation Table (SCT) | $6,531,247 | $8,310,085 | $7,489,516 | $6,138,970 | | Less, Value of Stock & Option Awards Reported in SCT | (4,410,961) | (6,206,612) | (5,394,884) | (4,077,093) | | Less, Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT | (228,752) | (257,602) | (151,402) | (327,288) | | Plus, Pension Service Cost | 61,265 | 44,745 | 82,389 | 92,707 | | Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 4,710,290 | 7,905,172 | 3,998,779 | 6,691,235 | | Plus, Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | 282,769 | 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 | (715,527) | (161,917) | (525,181) | (856,220) | | Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | - | - | - | - | | Total Adjustments | (300,916) | 3,095,050 | (2,465,387) | 5,227,443 | | Average “Compensation Actually Paid” to Non-PEO NEOs | 6,230,330 | 11,405,134 | 5,024,129 | 11,366,412 |

  178. PAY VERSUS PERFORMANCE

    | 98 | | | 2024 NOTICE AND PROXY STATEMENT |

  179. PAY VERSUS PERFORMANCE

    The six items listed below represent the most important financial performance metrics we used to determine CAP for FY2023 as further described in our Compensation Discussion and Analysis within the sections titled “Annual Incentive Compensation Plan Decisions” and “Long-Term Incentive Compensation Decisions.”

  180. 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 |

  181. 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).

  182. SHAREOWNER PROPOSALS AND BOARD NOMINEES

    SHAREOWNER PROPOSALS AND BOARD NOMINEES