DEF 14A of Honeywell International Inc, Apr 9, 2025

DEF 14A of Honeywell International Inc

Filed Apr 9, 2025 · FY20240000773840-25-000030

Open on EDGAR

  1. NOMINEES FOR ELECTION

    NOMINEES FOR ELECTION

  2. NOMINEES FOR ELECTION

    | VIMAL KAPUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER, HONEYWELL INTERNATIONAL INC. | | | | | | | BACKGROUND •Chief Executive Officer of Honeywell International Inc. since June 2023 and Chairman of the Board since June 2024. Elected to the Company's Board of Directors in March 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 May 2014 to May 2018. •Joined Honeywell in 1989 and has held multiple leadership roles, including Vice President and General Manager of HPS' Advanced Solutions business and Managing Director for Honeywell Automation India Limited. | | Years of Service: 2 Age: 59 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 more than 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 sustainability-oriented innovation and solidify Honeywell's position to lead in the energy transition. •Demonstrated ability to deliver financial results as a leader across a wide range of business models, technologies, geographies, and customers. •Strategic leadership skills necessary to evolve business strategies amidst highly dynamic environments across Honeywell's diverse business portfolio. |

  3. NOMINEES FOR ELECTION

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

  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 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: 7 Age: 58 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

    | 20 | | | 2025 NOTICE AND PROXY STATEMENT |

  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: 10 Age: 70 Lead Director COMMITTEES: •Audit (ex officio) •Corporate Governance and Responsibility (ex officio) •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 experience in sales, marketing, and operations (including automation of the airline industry's first customer-facing self-service tools) through his three decades of leadership roles at Alaska Air Group. •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, and sustainability. •Understanding of the U.S. public utility industry and the development of large-scale wind energy and LNG projects supported through his service as a director and chair of the board of directors of Puget Energy. |

  7. 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 of Con Edison from 2005 through 2013, and served as Chairman of Con Edison 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: 15 Age: 74 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. |

  8. NOMINEES FOR ELECTION

    | 2025 NOTICE AND PROXY STATEMENT | | | 21 |

  9. 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: 19 Age: 73 COMMITTEES: •Audit •Corporate Governance and Responsibility (Chair) OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •United Parcel Service, Inc. •EndoChoice Holdings, Inc. •Johnson & Johnson | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Significant expertise in management, strategy, finance, and operations gained over 25 years at UPS, which during his tenure operated one of the largest aircraft fleets and was at the forefront of using alternative energy for its vehicle fleet. •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. |

  10. 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: 5 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 •Broad understanding of aviation, automation and digitization of buildings and complex airport systems, transportation networks, cybersecurity risk management, and advanced security solutions. •Oversaw the fourth busiest passenger airport in the world, the largest airport police force in the U.S., and the largest public works agreements in the history of Los Angeles. •Leading climate resiliency and net-zero strategies at the Greater Toronto Airports Authority. •Significant insight and experience in public and private partnerships. |

  11. NOMINEES FOR ELECTION

    | 22 | | | 2025 NOTICE AND PROXY STATEMENT |

  12. 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: 1 Age: 61 COMMITTEES: •Audit (Chair) 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, enterprise-wide digital transformation, 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. •Experience in building controls automation technology. •Proven experience, reputation, and leadership skills in developing business enterprises across industrial sectors that can deliver growth, sustainable value creation, and innovation. |

  13. NOMINEES FOR ELECTION

    | ROSE LEE FORMER PRESIDENT AND CHIEF EXECUTIVE OFFICER, CORNERSTONE BUILDING BRANDS, INC. | | | | | | | BACKGROUND •Served as President and Chief Executive Officer of Cornerstone Building Brands, Inc., a leading manufacturer of exterior building products in North America, from September 2021 to March 2025. •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. •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: 3 Age: 59 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 experience improving sustainability through water, shelter, and safety solutions. •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 developing materials technologies deployed in solar solutions and designing aircraft jet engines. •Unique blend of leadership skills and deep knowledge of operations and technology, cybersecurity risk management, and strategic planning. •Spearheaded initiatives that have advanced minorities, women, and veterans. |

  14. NOMINEES FOR ELECTION

    | 2025 NOTICE AND PROXY STATEMENT | | | 23 |

  15. NOMINEES FOR ELECTION

    | GRACE LIEBLEIN FORMER VICE PRESIDENT, GLOBAL QUALITY, GENERAL MOTORS CORPORATION | | | | | | | BACKGROUND •Served as Vice President, Global Quality of General Motors Corporation (GM), a company that designs, manufactures, and markets cars, crossovers, trucks, and automobile parts worldwide, from November 2014 to March 2016. •Served in multiple leadership roles at GM, including Vice President, Global Purchasing and Supply Chain from December 2012 to November 2014, GM Brazil President and Managing Director from June 2011 until December 2012, GM Mexico President and Managing Director from January 2009 until June 2011, and Vehicle Chief Engineer from October 2004 to January 2009. •Joined GM in 1978 as a co-op student at the General Motors Assembly Division in Los Angeles and held a variety of leadership positions at GM in engineering, product development, and manufacturing. | | Years of Service: 12 Age: 64 COMMITTEES: •Management Development and Compensation (Chair) •Corporate Governance and Responsibility OTHER CURRENT PUBLIC COMPANY BOARDS: •American Tower Corporation PAST PUBLIC COMPANY BOARDS: •Southwest Airlines Co. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Wide-ranging management and operating experience gained through various executive positions during an extensive career at GM. •Significant expertise in supply chain management, global manufacturing, engineering, technology, and product design and development. •International business, operations, and finance experience gained through senior leadership positions in Brazil and Mexico. |

  16. NOMINEES FOR ELECTION

    | ROBIN 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 of directors 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). •Is a chartered mechanical engineer and a Fellow of both the Institution of Mechanical Engineers and the Energy Institute. | | Years of Service: 2 Age: 57 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, project delivery, automation and digitalization of complex facilities and processes, and service to international trade. •Extensive leadership and management experience with a well-established track record of implementing strategic change and operational delivery. |

  17. NOMINEES FOR ELECTION

    | 24 | | | 2025 NOTICE AND PROXY STATEMENT |

  18. NOMINEES FOR ELECTION

    | STEPHEN WILLIAMSON SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, THERMO FISHER SCIENTIFIC INC. | | | | | | | BACKGROUND •Senior Vice President and Chief Financial Officer of Thermo Fisher Scientific Inc., a provider of laboratory equipment, scientific products, and biopharma services, since August 2015. •Served as Vice President, Financial Operations of Thermo Fisher Scientific from 2008 to 2015. •Held finance leadership roles for multiple Thermo Fisher Scientific operating businesses from 2004 to 2008. •Joined Thermo Fisher Scientific in 2001 as Vice President, European Financial Operations, based in the U.K. •Previously served as Vice President and Chief Financial Officer, Asia-Pacific and in other finance roles in corporate development and operational finance for Honeywell. •Started his career with Price Waterhouse in the transaction support group and the audit practice. •Previously a member of the Institute of Chartered Accountants of England and Wales. | | Years of Service: 0 Age: 58 COMMITTEES: •Audit OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •International Flavors & Fragrances Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Deep financial and business experience that has enabled significant shareowner value creation. •Wide breadth of industry and international experience. •Significant mergers and acquisitions experience, including transaction execution, financing, and detailed business integration experience. |

  19. NOMINEES FOR ELECTION

    | 2025 NOTICE AND PROXY STATEMENT | | | 25 |

  20. NOMINEES FOR ELECTION

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

  21. NOMINEES FOR ELECTION

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

  22. NOMINEES FOR ELECTION

    | Year | Enhancement | | 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 independent director may sit from five to four. •Formalized the 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. •Sustainability reporting in line with SASB and TCFD. •Established a bipartisan Political Contributions Advisory Board to ensure alignment of Honeywell PAC political contributions with company values. | | 2021 | •Assigned responsibility for oversight of overall ESG performance, strategy, and risks to the CGRC. •ESG considerations integrated into Enterprise Risk Management framework. | | 2022 | •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. |

  23. NOMINEES FOR ELECTION

    | Year | Enhancement | | 2023 | •Amended our Executive Stock Ownership Guidelines to exclude performance shares. •Corporate Responsibility KPIs used in assessment of a portion of the qualitative portion of ICP for executive compensation. •Adopted standalone Clawback Policy, which meets SEC and Nasdaq standards, while maintaining existing policy as a secondary recoupment mechanism. •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. •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 data use and compliance (including AI) risk to the Audit Committee and oversight of environmental justice to the CGRC. •Revised Stock Ownership Guidelines to increase the amount of stock our officers are required to hold. | | 2025 | •Board Skillset Matrix augmented to include alignment of each director's experiences to our key megatrends and digitalization. •Assigned responsibility for oversight of responsible AI governance to the CGRC. •Augmented the Board's self-evaluation process to enable insights into individual director performance. |

  24. NOMINEES FOR ELECTION

    | Continuously Augmenting Governance and Disclosure Practices |

  25. NOMINEES FOR ELECTION

    | 26 | | | 2025 NOTICE AND PROXY STATEMENT |

  26. 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. |

  27. 2024 DIRECTOR COMPENSATION TABLE

    2024 DIRECTOR COMPENSATION TABLE

  28. 2024 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 | $199,148 | $130,044 | $— | $— | $42 | $329,234 | | William S. Ayer | 234,560 | 130,044 | — | — | 25,042 | 389,646 | | Kevin Burke | 195,000 | 130,044 | — | — | 25,042 | 350,086 | | D. Scott Davis | 252,280 | 130,044 | — | 6,081 | 558 | 388,963 | | Deborah Flint | 200,000 | 130,044 | — | 223 | 42 | 330,309 | | Michael W. Lamach | 218,801 | 130,044 | — | — | 25,042 | 373,887 | | Rose Lee | 190,000 | 130,044 | — | — | 42 | 320,086 | | Grace Lieblein | 225,000 | 130,044 | — | — | 25,042 | 380,086 | | Robin L. Washington | 195,000 | 130,044 | — | — | 25,042 | 350,086 | | Robin Watson | 195,000 | 130,044 | — | — | 42 | 325,086 |

  29. 2024 DIRECTOR COMPENSATION TABLE

    Mr. Williamson is not included in the director compensation table because he was not appointed to the Board until April 1, 2025. (1)Includes all cash fees earned, whether paid in cash or deferred under the Deferred Compensation Plan for Non-Employee Directors.

  30. 2024 DIRECTOR COMPENSATION TABLE

    | 2025 NOTICE AND PROXY STATEMENT | | | 43 |

  31. 2024 DIRECTOR COMPENSATION TABLE

    (2)The following table reflects all outstanding stock awards and option awards held at December 31, 2024, by each of the listed individuals:

  32. 2024 DIRECTOR COMPENSATION TABLE

    | Director Name | Outstanding Option Awards | | Outstanding Stock Awards | | Outstanding Deferred Comp Plan (Non-Elective) | | | Mr. Angove | | 10,899 | | 647 | | 2,509 | | Mr. Ayer | | 10,899 | | 647 | | 4,730 | | Mr. Burke | | 13,905 | | 647 | | 12,095 | | Mr. Davis | | 13,905 | | 647 | | 22,119 | | Ms. Flint | | 7,937 | | 647 | | 1,669 | | Mr. Lamach | | 599 | | 647 | | 319 | | Ms. Lee | | 3,204 | | 647 | | 870 | | Ms. Lieblein | | 13,905 | | 647 | | 6,890 | | Ms. Washington | | 20,346 | | 647 | | 6,333 | | Mr. Watson | | 2,279 | | 647 | | 695 |

  33. 2024 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 637 shares were made to Non-Employee Directors in May 2024 with a value of $204.15 per share. (4)Stock Options were not granted to non-employee directors in 2024. (5)Amounts included in this column reflect above-market earnings on deferred compensation from pre-2006 deferrals and/or amounts invested in cash under the Deferred Compensation Plan for Non-Employee Directors. Amounts invested in 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 5.91% for 2024. 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. (6)Includes amounts described in “Charitable Match” and “Other Benefits” above. Mr. Davis is the sole director eligible for the grandfathered term life insurance.

  34. TABLE OF CONTENTS

    | 2024 LONG-TERM INCENTIVE COMPENSATION DECISIONS | 63 | | Total LTI Value | 63 | | Performance Stock Units | 63 | | Stock Options | 68 | | Restricted Stock Units | 69 | | OTHER COMPENSATION AND BENEFIT PROGRAMS | 69 | | Retirement Plans | 69 | | Non-qualified Deferred Compensation Plans | 69 | | Benefits and Perquisites | 69 | | RISK OVERSIGHT CONSIDERATIONS | 70 | | Stock Ownership Guidelines | 71 | | Recoupment/Clawback | 71 | | Tax Deductibility of Executive Compensation | 72 | | Insider Trading Policies and Procedures | 72 | | Pledging and Hedging Transactions in Company Securities | 72 | | MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT | 72 |

  35. 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 Shareowners' Equity (2-Point Average) ROI = Adjusted Net Income Before Interest(2) ÷ (Total Shareowners' 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. |

  36. PHILOSOPHY AND APPROACH

    •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.

  37. 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. Ambitious 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. We have a standalone Clawback Policy that is consistent with Rule 10D-1 of the Exchange Act and the Nasdaq listing rules, and we also maintain the policy that our Board previously adopted 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 vesting. Unvested performance stock units do not 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 to ensure that the overall compensation program remains externally competitive. The independent consultant attends all MDCC meetings. | No Excessive Perks. We do not provide perquisites except in cases where there is a compelling business or security reason, nor do we provide tax gross-ups for officers, other than in connection with a Company-required relocation. No Guaranteed Annual Salary Increases or Bonuses. Annual salary increases are based on evaluations of individual performance and the competitive market. In addition, we do not provide guarantees on bonus payouts. No Hedging or Pledging. We do not allow hedging or pledging of our stock. No Excise Tax Gross-Ups and No Accelerated Bonus Payments Upon a CIC. Excise tax gross-ups have been eliminated for all executive officers. Plans provide that ICP awards earned in the year of a CIC would be paid at the time they would typically be paid based on business performance rather than at target. No Incentivizing of Short-Term Results to the Detriment of Long-Term Goals and Results. Pay mix is heavily weighted toward long-term incentives aligned with the interests of shareowners. No Excessive Risks. Compensation practices are appropriately structured and avoid incentivizing employees to engage in excessive risk-taking. No Options Repricing. We prohibit repricing (reduction in exercise price or exchange for cash or other consideration) or reloading of stock options. No Consultant Conflicts. Under the MDCC’s established policy, the compensation consultant cannot provide any other services to Honeywell without the MDCC’s approval. Regular independence reviews are conducted. |

  38. PROGRAM DESIGN AND LINK TO BUSINESS STRATEGY AND PERFORMANCE

    | | | | | Link to Strategy and Performance | Target Compensation Mix | | | | | Element | Description | | CEO | Other NEOs | | | | BASE SALARY | •Base salaries are determined based on scope of responsibility, years of experience, and individual performance. | •To attract and compensate high-performing and experienced leaders at a competitive level of cash compensation. | | | | | | ANNUAL INCENTIVE COMPENSATION PLAN (ICP) | •80% based on formulaic determination against pre-established financial metrics. •15% based on assessment of individual performance. •5% based on Corporate Responsibility KPIs. | •To motivate and reward executives for achieving annual corporate, business unit, and functional goals and Corporate Responsibility KPIs in key areas of financial and operational performance. | | | | | | PERFORMANCE STOCK UNITS (PSUs) | •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. | | |

  39. 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 2024 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. No changes were made to the Compensation Peer Group in 2024. The following table lists the Compensation Peer Group companies for 2024:

  40. 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. | Medtronic plc |

  41. COMPENSATION PEER GROUP

    Honeywell's positioning relative to the 2024 Compensation Peer Group, as of December 31, 2024, was as follows:

  42. COMPENSATION PEER GROUP

    | Company Name | Market Cap ($M) | Total Assets ($M) | Sales ($M) | Employees (#)(1) | | Honeywell International Inc. | $146,884 | $75,196 | $38,498 | 102,000 | | Compensation Peer Group Median | $88,653 | $56,596 | $40,833 | 92,200 | | Honeywell Percentile Rank | 80% | 60% | 47% | 67% |

  43. 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 2024 Compensation Peer Group, 17 also listed Honeywell as a compensation peer group company in their proxy statement.

  44. COMPENSATION PEER GROUP

    | 2025 NOTICE AND PROXY STATEMENT | | | 51 |

  45. 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 2024 that the MDCC reviewed.

  46. THREE-YEAR AVERAGE RETURN

    THREE-YEAR AVERAGE RETURN The MDCC also carefully considers several different ratios that are important measures of Honeywell’s earnings performance compared to the Compensation Peer Group median. Shareowners have told the Company that they regard ROIC as a particularly important metric because it shows how well management is balancing delivery of short-term results against long-term sustainable growth. Honeywell’s three-year average ROIC was 17.6%, which outperformed the Compensation Peer Group median. The following graphs show the Company’s performance versus the median of the Compensation Peer Group for three key ratios over the three-year period ending in 2024 that the MDCC reviewed.

  47. 2024 COMPENSATION SUMMARY

    | | | Base Salary | •Mr. Kapur and other NEOs received an annual base pay adjustment as a part of the annual compensation process. •Annual base pay increases to other NEOs ranged from 3.5%–7.0%. | | | | Annual Incentive Compensation Plan (ICP) | •Mr. Kapur's ICP target was 175% of base salary for the full calendar year. His earned award paid at 107% of target, reflecting application of the ICP formula and the Board’s assessment of 2024 performance. ICP awards paid to the Other NEOs for 2024 performance ranged from 81% to 111% of target. •80% of payout based on Company performance against the three pre-established ICP metrics of adjusted EPS, free cash flow, and sales. For the Business Unit NEOs, half of their calculated award is tied to performance metrics of their business unit: AT and IA income contribution, AT and IA free cash flow, and AT and IA sales 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 59. •5% of payouts were determined based on Corporate Responsibility KPIs that include specific environmental, social, and governance goals, as discussed on page 62. | | | | | | | | | Performance Stock Units (PSUs) (2024–2026) | •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 2024 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 2024 vest over four years. | | | | Restricted Stock Units (RSUs) | •Represented 25% of annual LTI. •RSUs issued to the NEOs in 2024 vest over four years. |

  48. 2024 TOTAL TARGET ANNUAL DIRECT COMPENSATION

    | Name | Title | Base Salary(1) | Target $ ICP | Target % ICP | Long-Term Incentives(2) | Target Total Compensation | | Vimal Kapur | Chairman and CEO | $1,600,000 | $2,800,000 | 175% | $13,000,000 | $17,400,000 | | Gregory P. Lewis | SVP, Chief Financial Officer | 1,016,000 | 1,016,000 | 100% | 6,000,000 | 8,032,000 | | Anne T. Madden | SVP, General Counsel | 968,000 | 968,000 | 100% | 4,985,000 | 6,921,000 | | Lucian Boldea | President and CEO, IA | 848,000 | 848,000 | 100% | 4,085,000 | 5,781,000 | | James Currier | President and CEO, AT | 770,000 | 770,000 | 100% | 3,410,000 | 4,950,000 |

  49. 2024 TOTAL ACTUAL ANNUAL DIRECT COMPENSATION

    | n Base Salary (1) | n Annual Incentive Plan (ICP)(2) | n 2024–2026 Performance Stock Units (PSUs)(3) | | n Stock Options(4) | n Restricted Stock Units (RSUs)(5) | |

  50. 2024 TOTAL ACTUAL ANNUAL DIRECT COMPENSATION

    (1)Represents base salary actually paid in 2024. (2)Annual ICP payouts determined 80% based on calculation against preset ICP financial goals, 15% based on individual assessments, and 5% based on performance against 2024 Corporate Responsibility KPIs. (3)PSUs vest on the third anniversary of the grant date, if earned. (4)Stock options vest ratably over four years and have a 10-year term. (5)RSUs vest over a four-year period and are subject to stock ownership and post-vesting holding requirements.

  51. SEPARATION TRANSACTIONS INCENTIVE AWARDS

    SEPARATION TRANSACTIONS INCENTIVE AWARDS Honeywell has announced significant portfolio transformation transactions, including the planned spin-off of its Advanced Materials business into Solstice Advanced Materials and the planned separation of its Aerospace business. The Board anticipates that these transactions will unlock significant value for shareowners and customers. To ensure continuity, motivation, and strong leadership during this time of transition, the MDCC and the Board have determined that it is important to incentivize leadership with compensation directly tied to these transformational activities. To incentivize the successful completion of these transformational activities, the MDCC and the Board awarded one-time equity grants to Mr. Kapur, Mr. Currier, and Mr. Boldea with total grant date fair value of $3,000,000, $3,000,000, and $1,000,000, respectively. The awards are 60% stock options and 40% RSUs and will vest 50% at the completion of the planned Aerospace separation and 50% at the one-year anniversary of the separation. These awards are one-time grants and will not be granted on an annual basis. The awards were granted concurrently with the 2025 LTI grants and have a grant date of February 19, 2025.

  52. 2024 ANNUAL INCENTIVE COMPENSATION PLAN DECISIONS

    2024 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 2024 (based on the mid-point of external guidance), 15% of the awards was determined based on the MDCC’s qualitative assessment of individual 2024 performance against objectives and their significant accomplishments (described beginning on page 59), and 5% of the awards was determined based on the MDCC's assessment of performance against Corporate Responsibility KPIs set for 2024. The potential attainment percentage for each of the formulaic, individual qualitative, and Corporate Responsibility portions of the award could range from 0% to 200% of target. Individual 2024 ICP target amounts for the NEOs were determined by multiplying their 2024 ICP applicable base salary by their individual ICP target award percentage. Individual ICP target award percentages for 2024 were: •Mr. Kapur: 175%. •Other NEOs: 100%.

  53. 2024 ANNUAL INCENTIVE COMPENSATION PLAN DECISIONS

    | 56 | | | 2025 NOTICE AND PROXY STATEMENT |

  54. 2024 ICP GOALS

    | ICP Goal | 2023 ICP Goal Actual Performance | 2024 ICP Goal | 2024 Goal v. 2023 Actual | Basis for 2024 Goals | 2024 Threshold (50% Payout) | 2024 Maximum (200% Payout) | | Sales | $36.66 billion | $38.47 billion | 4.9% | Midpoint of initial guidance range communicated to investors on February 1, 2024 (Guidance Range) | $30.7 billion | $46.1 billion | | Adjusted EPS | $9.16 | $9.95 | 8.6% | | $7.96 | $11.94 | | Total Honeywell Free Cash Flow | $5.34 billion | $5.80 billion | 8.5% | | $4.64 billion | $6.96 billion |

  55. ACTUAL PERFORMANCE AGAINST 2024 ICP GOALS

    | ICP Goal(1) | 2024 ICP Goal (Target) | 2024 Actual Performance(2) | Achievement % | 2024 Performance | Metric Payout Percentage(3) | Corporate NEO Weighting | Calculated Payout Percentage | | Total Honeywell ICP Sales | $38.475 billion | $38.231 billion | 99.4% | Annual Goal set in February 2024 based on midpoint of the Guidance Range. Actual performance slightly below target. | 99% | 20% | 19.7% | | Adjusted ICP EPS | $9.95 | $9.91 | 99.6% | Annual Goal set in February 2024 based on midpoint of the Guidance Range. Actual performance slightly below target. | 99% | 40% | 39.6% | | Total Honeywell ICP Free Cash Flow | $5.80 billion | $5.457 billion | 94.1% | Annual Goal set in February 2024 based on midpoint of the Guidance Range. Actual performance below target. | 85% | 40% | 34.1% | | | | Total Calculated (Formulaic) Payout: Corporate NEOs | | | | | 93% |

  56. ACTUAL PERFORMANCE AGAINST 2024 ICP GOALS

    | ICP Goal | 2024 ICP Goal (Target) | | 2024 Actual Plan Performance(1) | | Achievement % | Metric Payout Percentage(2) | Weighting | Calculated Payout Percentage | | Total Honeywell | | — | | — | — | 93% | 50% | 46.5% | | IA Sales | | 11.079 billion | | 10.051 billion | 90.7% | 77% | 20% | 15.4% | | IA Income Contribution | | 1.674 billion | | 1.466 billion | 87.6% | 69% | 15% | 10.3% | | IA Free Cash Flow | | 1.825 billion | | 1.725 billion | 94.5% | 86% | 15% | 12.9% | | | | | | Total Calculated (Formulaic) Payout: IA (Mr. Boldea) | | | | 85% |

  57. ACTUAL PERFORMANCE AGAINST 2024 ICP GOALS

    | ICP Goal | 2024 ICP Goal (Target) | | 2024 Actual Plan Performance(1) | | Achievement % | Metric Payout Percentage(2) | Weighting | Calculated Payout Percentage | | Total Honeywell | | — | | — | — | 93% | 50% | 46.5% | | AT Sales | | 15.324 billion | | 15.498 billion | 101.1% | 106% | 20% | 21.1% | | AT Income Contribution | | 3.375 billion | | 3.483 billion | 103.2% | 116% | 15% | 17.4% | | AT Free Cash Flow | | 3.105 billion | | 2.921 billion | 94.1% | 85% | 15% | 12.8% | | | | | | Total Calculated (Formulaic) Payout: AT (Mr. Currier) | | | | 98% |

  58. APPROVED ICP PAYOUT AMOUNTS

    APPROVED ICP PAYOUT AMOUNTS After applying the formulaic payout percentages described on page 57 (80% weight), deciding individual qualitative attainment percentages for each NEO based on their assessment of individual performance in 2024 (15% weight), and deciding the appropriate Corporate Responsibility portion payout percentage (5% weight), the MDCC approved 2024 ICP payments as follows:

  59. APPROVED ICP PAYOUT AMOUNTS

    | | Formulaic Portion(1) | | | + | Qualitative Portion(2) | | | + | Corporate Responsibility Portion(3) | | | = | Total Individual ICP Payout Percentagex | Target 2024 ICP Award Amount(4) | = | Actual 2024 ICP Award | | | Attainmentx | Weight | Payout % | | Attainmentx | Weight % | Payout % | | Attainmentx | Weight % | Payout % | | | | | | | Mr. Kapur | 93% | 80% | 74.4% | | 167% | 15% | 25% | | 150% | 5% | 7.5% | | 107% | $2,727,322 | | $2,915,508 | | Mr. Lewis | 93% | 80% | 74.4% | | 100% | 15% | 15% | | 150% | 5% | 7.5% | | 97% | 1,001,880 | | 970,800 | | Ms. Madden | 93% | 80% | 74.4% | | 167% | 15% | 25% | | 150% | 5% | 7.5% | | 107% | 954,295 | | 1,020,100 | | Mr. Boldea | 85% | 80% | 68.0% | | 33% | 15% | 5% | | 150% | 5% | 7.5% | | 81% | 828,066 | | 666,600 | | Mr. Currier | 98% | 80% | 78.4% | | 167% | 15% | 25% | | 150% | 5% | 7.5% | | 111% | 757,568 | | 840,100 |

  60. APPROVED ICP PAYOUT AMOUNTS

    | 62 | | | 2025 NOTICE AND PROXY STATEMENT |

  61. APPROVED ICP PAYOUT AMOUNTS

    (1)Attainment based on performance against 2024 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 2024 ICP Award Amount for each NEO was determined as follows:

  62. APPROVED ICP PAYOUT AMOUNTS

    | | 2024 Applicable Base Salary (a)x | Individual Target ICP Award % | = | Target 2024 ICP Award Amount | | Mr. Kapur | $1,558,470 | 175% | | $2,727,322 | | Mr. Lewis | 1,001,880 | 100% | | 1,001,880 | | Ms. Madden | 954,295 | 100% | | 954,295 | | Mr. Boldea | 828,066 | 100% | | 828,066 | | Mr. Currier | 757,568 | 100% | | 757,568 |

  63. APPROVED ICP PAYOUT AMOUNTS

    (a)ICP applicable base salary (base salary earned) for the 2024 calendar year, determined in accordance with the ICP plan document.

  64. 2024 LONG-TERM INCENTIVE COMPENSATION DECISIONS

    2024 LONG-TERM INCENTIVE COMPENSATION DECISIONS

  65. 2024 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 2024 reflect a mix of 50% in Performance Stock Units, 25% in stock options, and 25% in Restricted Stock Units. | |

  66. TOTAL LTI VALUE

    TOTAL LTI VALUE For 2024 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.

  67. PERFORMANCE STOCK UNITS

    PERFORMANCE STOCK UNITS

  68. PERFORMANCE STOCK UNITS

    | | 2024–2026 PERFORMANCE PLAN AWARDS Under the 2024–2026 Performance Plan, a target number of PSUs was issued to each NEO in 2024, for the performance period of January 1, 2024, through December 31, 2026, representing 50% of their total annual LTI value and mix. The actual number of PSUs earned by each NEO for the 2024–2026 cycle will be determined at the end of the period based on Company performance as measured by the following four equally weighted performance metrics: |

  69. PERFORMANCE STOCK UNITS

    | 2025 NOTICE AND PROXY STATEMENT | | | 63 |

  70. 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 2024 Compensation Peer Group over a three-year performance period commencing January 1, 2024. •The beginning point for TSR determination (all companies) will be based on an average using the first 30 trading days of the performance period. The ending point will be based on an average using the last 30 trading days of the performance period. | |

  71. PERFORMANCE STOCK UNITS

    For the Corporate NEOs, awards are earned based on performance against the Total Honeywell goals stated above.

  72. PERFORMANCE STOCK UNITS

    | CORPORATE NEOs | | |

  73. PERFORMANCE STOCK UNITS

    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.

  74. PERFORMANCE STOCK UNITS

    | BUSINESS UNIT NEOs | | |

  75. PERFORMANCE STOCK UNITS

    | 64 | | | 2025 NOTICE AND PROXY STATEMENT |

  76. 2024–2026 PERFORMANCE PLAN GOALS

    2024–2026 PERFORMANCE PLAN GOALS In February 2024, the MDCC approved robust financial targets for the 2024–2026 performance plan. All approved financial targets represent a significant increase over the prior year, as well as appropriately challenging year-over-year improvement in each year of the three-year performance period, all aligned to the Honeywell long-term financial algorithm of 4%–7% organic growth and 40 bps–60 bps of margin expansion. 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.

  77. 2024–2026 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 | | | | | | |

  78. 2024–2026 PERFORMANCE PLAN AWARDS TO NEOs

    | NEO | Target # of PSUs(1) | Grant Date Value(2) | | Mr. Kapur | 32,100 | $6,514,695 | | Mr. Lewis | 14,782 | 3,000,007 | | Ms. Madden | 12,282 | 2,492,632 | | Mr. Boldea | 10,064 | 2,042,489 | | Mr. Currier | 8,401 | 1,704,983 |

  79. 2024–2026 PERFORMANCE PLAN AWARDS TO NEOs

    (1)Reflects the total number of PSUs awarded in 2024 for the 2024–2026 Performance Plan cycle. Annual officer PSUs have a grant date of February 16, 2024. (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 multi-factor 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.

  80. 2022–2024 PERFORMANCE PLAN ASSESSMENT

    | 2022–2024 SUMMARY •MDCC approved 2022–2024 PSU payout = 127% of target (Corporate officers). •Payout reflects three-year financial results that exceeded plan targets. •Payout reduced for below threshold result on the three-year Relative TSR metric for the measurement period ending December 31, 2024 (shareowner alignment). |

  81. PSU Formulaic Calculation

    PSU Formulaic Calculation In February 2025, the MDCC reviewed the outcomes for the 2022–2024 executive officer PSUs, determined as of December 31, 2024. The following table displays the formulaic 2022–2024 PSU calculation payout results:

  82. PSU Formulaic Calculation

    | Total Honeywell | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | | Cumulative Revenue ($M) | $103,380 | $111,161 | $115,052 | $112,201 | 127% | 25% | 32% | | Average Segment Margin Rate | 21.3% | 22.1% | >=22.6% | 22.7% | 200% | 25% | 50% | | Average ROI | 20.7% | 22.2% | >= 23.2% | 23% | 180% | 25% | 45% | | 3-Year Relative TSR | 35th Percentile | 50th Percentile | >= 75th Percentile | 32nd Percentile | 0% | 25% | 0% | | Total PSU Calculated Percentage — Corporate NEOs (Mr. Lewis and Ms. Madden) — based 100% on performance against Total Honeywell goals | | | | | | | 127% | | ESS | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | | Cumulative Revenue ($M) | $25,970 | $27,925 | $28,903 | $29,288 | 200% | 12.5% | 25% | | Average Segment Margin Rate | 23.1% | 23.9% | >= 24.4% | 22.5% | 0% | 12.5% | 0% | | Average ROI | 19.3% | 20.1% | >= 20.6% | 20.2% | 120% | 12.5% | 15% | | IA | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | | Cumulative Revenue ($M) | $28,127 | $29,331 | $30,358 | $22,910 | 0% | 12.5% | 0% | | Average Segment Margin Rate | 15.5% | 16.3% | >= 16.8% | 16.3% | 100% | 12.5% | 13% | | Average ROI | 12.5% | 13.3% | >= 13.8% | 10.6% | 0% | 12.5% | 0% | | Total PSU Calculated Percentage — Mr. Kapur calculated on a pro-rata basis based on performance of ESS & CORP(2) | | | | | | | 121% | | Total PSU Calculated Percentage — Mr. Boldea calculated on a pro-rata basis based on performance of ESS & IA(3) | | | | | | | 91% | | (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. Actual performance attainment also excludes the impact of the commercial agreement with Bombardier as an allowable exclusion (i.e., unusual and extraordinary item) under the terms of the Plan. | | | | | | | | | (2)For the portion of his time in ESS, 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, while his time in CORP is calculated based on Total Honeywell. Represents actual time worked in each business unit of 25% ESS and 75% CORP. ESS represents PMT results for 2022 and 2023 and ESS results for 2024 due to Honeywell's 2024 realignment of reportable business segments. | | | | | | | | | (3)For the portion of his time in each business unit (i.e., ESS and IA), Mr. Boldea'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. Represents actual time worked in each business unit of 55% ESS and 45% IA. ESS represents PMT results for 2022 and 2023 and ESS results for 2024, and IA represents SPS results for 2022 and 2023 and IA results for 2024 due to Honeywell's 2024 realignment of reportable business segments. | | | | | | | |

  83. PSU Formulaic Calculation

    | 66 | | | 2025 NOTICE AND PROXY STATEMENT |

  84. PSU Formulaic Calculation

    The table below shows plan-basis TSR details for Honeywell and the 2022 Compensation Peer Group for the three-year performance period of January 1, 2022–December 31, 2024:

  85. PSU Formulaic Calculation

    | Company Name | 3-Year Relative Percentile Ranking (1) | | General Electric Company | 100.0% | | Eaton Corporation plc | 93.3% | | Caterpillar Inc. | 86.6% | | Phillips 66 | 80.0% | | Emerson Electric Co. | 73.3% | | Lockheed Martin Corp. | 66.6% | | Raytheon Technologies Corp. | 60.0% | | General Dynamics Corporation | 53.3% | | Illinois Tool Works Inc. | 46.6% | | Deere & Company | 40.0% | | Johnson Controls Int. plc | 33.3% | | Schlumberger Ltd. | 26.6% | | Dupont de Nemours, Inc. | 20.0% | | 3M Company | 13.3% | | Dow Inc. | 6.6% | | Boeing Co. | —% | | Honeywell International Inc. | 32.5% |

  86. 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 three-year relative percentile ranking of 32.5% was below threshold for this performance plan cycle. As a result, no portion of the 2022–2024 performance plan award was earned on this metric.

  87. Payout Decision

    Payout Decision In February 2025, the MDCC reviewed and assessed the overall formulaic PSU calculation for the 2022–2024 performance cycle for the NEOs that received them. Calculated performance equaled 127% for the Corporate NEOs. The calculated payout for Mr. Kapur of 121% reflects a blended proration based on his service in PMT/ESS and Corporate over the three-year performance period. The calculated payout for Mr. Boldea of 91% reflects a blended proration based on his service in ESS/PMT and IA over the three-year performance period. Mr. Currier did not receive a PSU for the 2022–2024 cycle.

  88. 2022–2024 PSU Payouts

    2022–2024 PSU Payouts Based on the final approved award payout percentages for the 2022–2024 performance period for those NEOs who received their 2022–2024 Performance Plan award in the form of PSUs, the MDCC approved the following individual awards to the NEOs:

  89. 2022–2024 PSU Payouts

    | NEO | 2022–2024 PSUs at Target(1) | Total Payout % | Total 2022–2024 PSUs Earned | | Mr. Kapur | 16,151 | 121% | 19,542 | | Mr. Lewis | 13,626 | 127% | 17,305 | | Ms. Madden | 13,626 | 127% | 17,305 | | Mr. Boldea | 9,774 | 91% | 8,894 |

  90. 2022–2024 PSU Payouts

    (1)Includes additional PSUs from dividend equivalents. Earned awards became fully vested on February 11, 2025, with final performance certified by the MDCC at its meeting on February 13, 2025. 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, 2024, and paid in March 2025.

  91. 2022–2024 PSU Payouts

    | 2025 NOTICE AND PROXY STATEMENT | | | 67 |

  92. 2022–2024 Performance Cash Unit Payouts (Mr. Currier Only)

    2022–2024 Performance Cash Unit Payouts (Mr. Currier Only) In February 2025, the MDCC also reviewed the calculated outcomes for the 2022–2024 Performance Cash Units (PCUs) issued to non-officer executives in 2022 (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 2022–2024 PSUs described above, but excludes the portion of the award that is tied to relative TSR.

  93. 2022–2024 Performance Cash Unit Payouts (Mr. Currier Only)

    | Aerospace | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | | AT Revenue | $34,682 | $37,293 | $38,598 | $41,114 | 200% | 16.7% | 33% | | AT Margin | 27.5% | 28.3% | >= 28.8% | 27.4% | 0% | 16.7% | 0% | | AT ROI | 42.4% | 44.7% | >= 46.2% | 44.4% | 93% | 16.7% | 16% | | HON Revenue | $103,380 | $111,161 | $115,052 | $112,201 | 127% | 16.7% | 21% | | HON Segment Margin Rate | 21.3% | 22.1% | >= 212.6% | 22.7% | 200% | 16.7% | 33% | | HON Average ROI | 20.7% | 22.2% | >= 23.2% | 23.0% | 180% | 16.7% | 30% | | Total Earned Performance Cash Unit Payout Percentage — AT executives (non-officer), includes Mr. Currier as non-officer in 2022 | | | | | | | 133% |

  94. 2022–2024 Performance Cash Unit Payouts (Mr. Currier Only)

    (1)Results for AT 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 AT executives who received a 2022–2024 Performance Plan award in the form of performance cash units, the following individual award was earned by Mr. Currier:

  95. 2022–2024 Performance Cash Unit Payouts (Mr. Currier Only)

    | NEO | 2022–2024 Performance Cash Units at Target | Value Per Unit | Total Earned Award | Total 2022–2024 Performance Cash Award Earned | | Mr. Currier | 1,334 | $100.00 | 133% | $177,422 |

  96. 2022–2024 Performance Cash Unit Payouts (Mr. Currier Only)

    The earned award for Mr. Currier was paid in cash in March 2025. In accordance with SEC disclosure requirements for cash-based awards, 100% of the earned cash award for Mr. Currier for the 2022–2024 performance period is included as part of 2025 Non-Equity Incentive Compensation on the Summary Compensation Table, even though originally granted in 2022. The MDCC considered this 2022–2024 cash unit award as part of Mr. Currier's 2022 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.

  97. STOCK OPTIONS

    STOCK OPTIONS

  98. STOCK OPTIONS

    | | Stock options granted to the NEOs in 2024 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 2024 annual stock options granted to NEOs in February is $197.68, which was the fair market value of Honeywell stock on the grant date (February 16, 2024). The grant date fair value of a stock option was determined by a third-party valuation company using a Black-Scholes valuation method. |

  99. STOCK OPTIONS

    | NEO | # of Stock Options(1) | Grant Date Value(2) | | Mr. Kapur | 85,100 | $3,250,820 | | Mr. Lewis | 39,267 | 1,499,999 | | Ms. Madden | 32,624 | 1,246,237 | | Mr. Boldea | 26,734 | 1,021,239 | | Mr. Currier | 22,316 | 852,471 |

  100. STOCK OPTIONS

    (1)Reflects the total number of stock options awarded to each NEO in 2024. 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 have a grant date of February 16, 2024, at a Black-Scholes value of $38.20 per option.

  101. STOCK OPTIONS

    | 68 | | | 2025 NOTICE AND PROXY STATEMENT |

  102. RESTRICTED STOCK UNITS

    RESTRICTED STOCK UNITS

  103. RESTRICTED STOCK UNITS

    | | RSUs granted to the NEOs in 2024 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. |

  104. RESTRICTED STOCK UNITS

    The following table presents the total number of RSUs granted to each NEO in 2024 and their respective grant date values:

  105. RESTRICTED STOCK UNITS

    | NEO | # of RSUs(1)(2) | Grant Date Value(3) | | Mr. Kapur | 16,500 | $3,261,720 | | Mr. Lewis | 7,588 | 1,499,996 | | Ms. Madden | 6,304 | 1,246,175 | | Mr. Boldea | 5,166 | 1,021,215 | | Mr. Currier | 4,312 | 852,396 |

  106. RESTRICTED STOCK UNITS

    (1)Annual RSUs have a grant date of February 16, 2024. (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 $197.68.

  107. NON-QUALIFIED DEFERRED COMPENSATION PLANS

    NON-QUALIFIED DEFERRED COMPENSATION PLANS Honeywell executives (including the NEOs) may choose to participate in certain non-qualified 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 (5.91% for 2024). Matching contributions are treated as if invested in Company common stock. These plans are explained in more detail on page 81.

  108. RECOUPMENT/CLAWBACK

    RECOUPMENT/CLAWBACK Our Board determined that it is in the Company’s best interests to ensure that all performance-based cash compensation and equity awards reflect actual performance. Consistent with such determination, our Board adopted a Clawback Policy, in accordance with Rule 10D-1 of the Exchange Act and Nasdaq listing standards. This Clawback Policy is administered by our MDCC and enables the Company to recover from covered current and former executives certain incentive-based compensation in the event of an accounting restatement resulting from material noncompliance with any financial reporting requirements under the federal securities laws. Our Clawback Policy covers current and former executive officers, including all officers for purposes of Section 16 of the Exchange Act, and applies to any incentive-based cash compensation that is granted, earned, or vested based wholly or in part on the attainment of any Company financial reporting measure. If the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the MDCC shall require any executive officer covered by our Clawback Policy to reimburse or forfeit to the Company the amount of incentive-based compensation received by such executive officer based on the financial statements prior to the restatement that exceeds the amount such executive officer would have received had the incentive-based compensation been determined based on the financial restatement. The MDCC will not consider the executive officer’s responsibility or fault or lack thereof in enforcing our Clawback Policy to recoup the amount described above. In addition, we maintain the clawback guidelines set forth in our Corporate Governance Guidelines. Under these guidelines, if the Board determines that a covered executive officer engaged in any misconduct that materially contributes to, or causes, a significant restatement of financial results, this may, independently, result in the recoupment (or clawback) of performance-based incentive awards (both equity- and cash-based awards). The complete text of the Corporate Governance Guidelines is posted on our website at investor.honeywell.com (see “Governance/Governance Overview”). In addition, if during the two-year period following an executive officer’s termination of employment with Honeywell, he or she commences employment with, or otherwise provides services to a Honeywell competitor, without the MDCC’s prior approval, or otherwise violates other restrictive covenants (including non-solicitation commitments), then the Company reserves the right, for awards issued under its Stock Incentive Plans, to: •Cancel all unexercised options and unvested equity; and •Recover any gains attributable to options that were exercised, and any value attributable to RSUs and Performance Plan awards that were paid, during the period beginning 12 months before and ending two years after the executive officer’s termination of employment. Honeywell has entered into non-competition agreements with each of the NEOs that preclude them from going to work for a competitor for up to two years after termination of employment. The list of competitors and the duration of the non-competition covenant has been tailored, in each case, to the executive officer’s position and the competitive threat this represents. Because money damages cannot adequately compensate Honeywell for violations of these non-competition covenants, we have a full range of equitable remedies at our disposal to enforce these agreements, including the ability to seek injunctive relief.

  109. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  110. SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) | All Other Compensation(6) | Total Compensation(7) | | Vimal Kapur Chairman and Chief Executive Officer | 2024 | $1,555,769 | $— | $9,776,415 | $3,250,820 | $2,915,508 | $498,217 | $280,463 | $18,277,193 | | | 2023 | 1,225,000 | — | 7,530,223 | 2,510,004 | 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 | 2024 | 1,000,961 | — | 4,500,003 | 1,499,999 | 970,800 | 265,775 | 93,355 | 8,330,894 | | | 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 | | Anne T. Madden Senior Vice President and General Counsel | 2024 | 953,404 | — | 3,738,807 | 1,246,237 | 1,020,100 | 429,783 | 91,147 | 7,479,478 | | | 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 | | Lucian Boldea President and Chief Executive Officer, Industrial Automation | 2024 | 826,769 | — | 3,063,704 | 1,021,239 | 666,600 | 4,608 | 62,974 | 5,645,893 | | | 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 President and Chief Executive Officer, Aerospace Technologies | 2024 | 756,538 | — | 2,557,379 | 852,471 | 1,017,522 | 262,881 | 64,139 | 5,510,931 | | | 2023 | 531,560 | — | 2,469,418 | 919,053 | 829,692 | 99,247 | 46,413 | 4,895,383 |

  111. SUMMARY COMPENSATION TABLE

    (1)Represents actual base salary paid in 2024. (2)The 2024 Stock Awards column represents the sum of two components: (i) PSU awards under the 2024–2026 Performance Plan, and (ii) RSU awards granted during the year. The unit grant date fair values of PSUs issued in 2024 were $202.95 for annual grants made to Messrs. Kapur, Lewis, Boldea, and Currier and Ms. Madden on February 16, 2024. PSU unit values were calculated based on (a) 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 multi-factor 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 2024 were $197.68 for annual grants made to Messrs. Kapur, Lewis, Boldea, and Currier and Ms. Madden on February 16, 2024. RSU unit values are determined using the average of the high and low stock prices of Honeywell stock on the grant date.

  112. SUMMARY COMPENSATION TABLE

    | NEO | 2024–2026 Performance Stock Units | Restricted Stock Units | Total Stock Awards | | Mr. Kapur | $6,514,695 | $3,261,720 | $9,776,415 | | Mr. Lewis | 3,000,007 | 1,499,996 | 4,500,003 | | Ms. Madden | 2,492,632 | 1,246,175 | 3,738,807 | | Mr. Boldea | 2,042,489 | 1,021,215 | 3,063,704 | | Mr. Currier | 1,704,983 | 852,396 | 2,557,379 |

  113. SUMMARY COMPENSATION TABLE

    (3)The 2024 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, Lewis, Boldea, and Currier and Ms. Madden and have a grant date of February 16, 2024, at a Black-Scholes value of $38.20 per option. A discussion of the assumptions used in the valuation of option awards made in fiscal year 2024 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, 2024.

  114. SUMMARY COMPENSATION TABLE

    | 2025 NOTICE AND PROXY STATEMENT | | | 73 |

  115. SUMMARY COMPENSATION TABLE

    (4)The 2024 Non-Equity Incentive Plan Compensation value for each NEO, except Mr. Currier, represents their annual ICP award for the 2024 plan year. 80% of the ICP award is determined using the pre-set formulaic methodology discussed beginning on page 57, 15% is based on individual assessments determined by the MDCC discussed beginning on page 59, and the remaining 5% is based on the Corporate Responsibility KPIs discussed on page 62. The amount for Mr. Currier includes the sum of both his 2024 annual ICP award and his earned payout from Performance Plan cash units issued for the January 1, 2022–December 31, 2024, cycle, that is required to be reported in the final year of the performance period under SEC rules, even though granted in 2022 and covering a three-year period. The following table provides the breakdown of the amounts reported as 2024 Non-Equity Incentive Plan Compensation for Mr. Currier:

  116. SUMMARY COMPENSATION TABLE

    | NEO | 2024 ICP Award | 2022–2024 Performance Cash Unit Payout | Total Non-Equity Incentive Plan Compensation | | Mr. Currier | $840,100 | $177,422 | $1,017,522 |

  117. SUMMARY COMPENSATION TABLE

    (5)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, 2023, to December 31, 2024, (as disclosed in the Pension Benefits table on page 79 of this Proxy Statement) and (ii) interest earned in 2024 on deferred compensation that is considered “above-market interest” under SEC rules (as discussed beginning on page 82).

  118. SUMMARY COMPENSATION TABLE

    | NEO | Change in Pension Value(a) | NQDC Interest(b) | Total Change in Pension Value and Nonqualified Deferred Compensation Earnings | | Mr. Kapur | $440,022 | $58,195 | $498,217 | | Mr. Lewis | 254,289 | 11,486 | 265,775 | | Ms. Madden | 252,898 | 176,885 | 429,783 | | Mr. Boldea | — | 4,608 | 4,608 | | Mr. Currier | 262,231 | 650 | 262,881 |

  119. 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, or Honeywell Deferred Incentive Plan, or deferred RSU awards that are in excess of that determined using SEC market interest rates. (6)For 2024, All Other Compensation consists of the following:

  120. 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 | $108,904 | $73,839 | $2,902 | $79,772 | $6,247 | $3,000 | $5,800 | $280,463 | | Mr. Lewis | 70,067 | 15,818 | — | — | — | 3,000 | 4,470 | 93,355 | | Ms. Madden | 66,738 | 14,409 | — | — | — | 3,000 | 7,000 | 91,147 | | Mr. Boldea | 57,874 | — | — | — | — | 3,000 | 2,100 | 62,974 | | Mr. Currier | 52,958 | 8,182 | — | — | — | 3,000 | — | 64,139 |

  121. 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 2025 for the 2024 year. (b)For security reasons, Mr. Kapur is required by Company policy to use Company aircraft for all business and personal travel (requirement to use Company aircraft for specific personal travel may be waived at the discretion of Honeywell’s security personnel). Other NEOs may have access to available corporate aircraft for personal travel, from time to time, if approved by the CEO. The amount shown for each NEO represents the aggregate incremental cost of personal travel. This amount is calculated by multiplying the total number of personal flight hours by the average direct variable operating costs (e.g., expenses for aviation employees, variable aircraft maintenance, telecommunications, transportation charges, including but not limited to hangar and landing fees, aviation fuel, and commissaries) per flight hour for Company aircraft. (c)In accordance with the CEO security plan, represents the total paid by the Company in 2024 for expenses relating to personal residential security provided to protect Mr. Kapur. (d)Represents relocation assistance in connection with the promotion of Mr. Kapur. Mr. Kapur was 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. (f)Represents the annual premiums paid by the Company to purchase excess liability insurance coverage for each Named Executive Officer. (g)Represents the cost of the annual executive physical covered by the Company (excess over insurance) and concierge medical services provided to Charlotte-based officers. (7)Represents total reportable compensation determined in accordance with SEC disclosure requirements.

  122. SUMMARY COMPENSATION TABLE

    | 74 | | | 2025 NOTICE AND PROXY STATEMENT |

  123. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2024

    GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2024

  124. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2024

    | Named Executive Officer (NEO) | Award Type(1) | Approval Date | 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 | | | $27,273 | $2,727,322 | $5,454,645 | | | | | | | | | | | NQSO | 2/16/2024 | 2/16/2024 | | | | | | | | 85,100 | $197.68 | $225.89 | $3,250,820 | | | PSU24-26 | 2/16/2024 | 2/16/2024 | | | | 2,006 | 32,100 | 64,200 | | | | | 6,514,695 | | | RSU | 2/16/2024 | 2/16/2024 | | | | | | | 16,500 | | | | 3,261,720 | | Gregory P. Lewis | ICP | | | 10,019 | 1,001,880 | 2,003,760 | | | | | | | | | | | NQSO | 2/15/2024 | 2/16/2024 | | | | | | | | 39,267 | 197.68 | 225.89 | $1,499,999 | | | PSU24-26 | 2/15/2024 | 2/16/2024 | | | | 924 | 14,782 | 29,564 | | | | | 3,000,007 | | | RSU | 2/15/2024 | 2/16/2024 | | | | | | | 7,588 | | | | 1,499,996 | | Anne T. Madden | ICP | | | 9,543 | 954,295 | 1,908,590 | | | | | | | | | | | NQSO | 2/15/2024 | 2/16/2024 | | | | | | | | 32,624 | 197.68 | 225.89 | $1,246,237 | | | PSU24-26 | 2/15/2024 | 2/16/2024 | | | | 768 | 12,282 | 24,564 | | | | | 2,492,632 | | | RSU | 2/15/2024 | 2/16/2024 | | | | | | | 6,304 | | | | 1,246,175 | | Lucian Boldea | ICP | | | 8,281 | 828,066 | 1,656,131 | | | | | | | | | | | NQSO | 2/15/2024 | 2/16/2024 | | | | | | | | 26,734 | 197.68 | 225.89 | $1,021,239 | | | PSU24-26 | 2/15/2024 | 2/16/2024 | | | | 629 | 10,064 | 20,128 | | | | | 2,042,489 | | | RSU | 2/15/2024 | 2/16/2024 | | | | | | | 5,166 | | | | 1,021,215 | | James Currier | ICP | | | 5,514 | 551,385 | 1,102,770 | | | | | | | | | | | NQSO | 2/15/2024 | 2/16/2024 | | | | | | | | 22,316 | 197.68 | 225.89 | $852,471 | | | PSU24-26 | 2/15/2024 | 2/16/2024 | | | | 525 | 8,401 | 16,802 | | | | | 1,704,983 | | | RSU | 2/15/2024 | 2/16/2024 | | | | | | | 4,312 | | | | 852,396 |

  125. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2024

    (1)Award Type: ICP = Incentive Compensation Plan (for 2024 performance year, paid in 2025) NQSO = Nonqualified Stock Option PSU24-26 = 2024–2026 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 2024 under the 2016 Stock Incentive Plan for the performance period of January 1, 2024–December 31, 2026. 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 2027. 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 2024 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 10-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 were 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 $38.20 for February 16, 2024, grants. 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, 2024. The grant date fair values 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 $197.68 for February 16, 2024, grants. The grant date fair value for PSU24-26 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 PSU24-26 grant date fair values were $202.95 for February 16, 2024 grants.

  126. GRANTS OF PLAN-BASED AWARDS — FISCAL YEAR 2024

    | 2025 NOTICE AND PROXY STATEMENT | | | 75 |

  127. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

  128. OUTSTANDING EQUITY AWARDS AT 2024 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 | 2024 | — | 85,100 | $197.68 | 2/15/2034 | 16,849(3) | $3,806,089 | 32,780(4) | $7,404,573 | | | 2023 | 7,148 | 21,444 | 192.39 | 5/31/2033 | 5,583(5) | 1,261,182 | 10,703(6) | 2,417,813 | | | 2023 | 9,240 | 27,720 | 199.60 | 2/9/2033 | 7,710(7) | 1,741,551 | 15,156(6) | 3,423,480 | | | 2022 | 10,423 | 10,423 | 189.18 | 7/27/2032 | 1,120(8) | 252,997 | | | | | 2022 | 22,100 | 22,100 | 189.72 | 2/10/2032 | 2,140(9) | 483,345 | | | | | 2022 | — | — | — | — | 19,542(10) | 4,414,433 | | | | | 2021 | 21,225 | 7,075 | 202.72 | 2/11/2031 | 1,379(11) | 311,439 | | | | | 2020 | 34,300 | — | 180.92 | 2/13/2030 | 639(12) | 144,384 | | | | | 2019 | 28,600 | — | 154.22 | 2/25/2029 | 649(13) | 146,514 | | | | | 2018 | 17,232 | — | 148.79 | 2/26/2028 | — | — | | | | | 2017 | 16,188 | — | 119.69 | 2/27/2027 | — | — | | | | | Total | 166,456 | 173,862 | | | 55,611 | 12,561,935 | 58,639 | 13,245,866 | | Gregory P. Lewis | 2024 | — | 39,267 | $197.68 | 2/15/2034 | 7,749(3) | $1,750,340 | 15,095(4) | $3,409,795 | | | 2023 | 8,568 | 25,702 | 199.60 | 2/9/2033 | 7,146(7) | 1,614,292 | 14,052(6) | 3,174,148 | | | 2022 | 27,450 | 27,450 | 189.72 | 2/10/2032 | 2,710(9) | 612,237 | | | | | 2022 | — | — | — | — | 17,305(10) | 3,909,083 | | | | | 2021 | 38,400 | 12,800 | 202.72 | 2/11/2031 | 2,467(11) | 557,312 | | | | | 2020 | 70,200 | — | 180.92 | 2/13/2030 | 1,316(12) | 297,261 | | | | | 2019 | 56,800 | — | 154.22 | 2/25/2029 | 1,297(13) | 293,027 | | | | | 2018 | 26,110 | — | 148.79 | 2/26/2028 | — | — | | | | | Total | 227,528 | 105,219 | | | 39,991 | 9,033,553 | 29,147 | 6,583,943 | | Anne T. Madden | 2024 | — | 32,624 | $197.68 | 2/15/2034 | 6,437(3) | $1,454,157 | 12,542(4) | $2,833,114 | | | 2023 | 7,806 | 23,419 | 199.60 | 2/9/2033 | 6,515(7) | 1,471,717 | 12,805(6) | 2,892,530 | | | 2022 | 27,450 | 27,450 | 189.72 | 2/10/2032 | 2,710(9) | 612,237 | | | | | 2022 | — | — | — | — | 17,305(10) | 3,909,083 | | | | | 2021 | 38,400 | 12,800 | 202.72 | 2/11/2031 | 2,467(11) | 557,312 | | | | | 2020 | 70,200 | — | 180.92 | 2/13/2030 | 1,316(12) | 297,261 | | | | | 2019 | 56,800 | — | 154.22 | 2/25/2029 | 1,297(13) | 293,027 | | | | | 2018 | 31,959 | — | 148.79 | 2/26/2028 | — | — | | | | | 2017 | 28,199 | — | 119.69 | 2/27/2027 | — | — | | | | | 2016 | 28,885 | — | 98.70 | 2/24/2026 | — | — | | | | | Total | 289,699 | 96,293 | | | 38,049 | 8,594,795 | 25,347 | 5,725,645 | | Lucian Boldea | 2024 | — | 26,734 | $197.68 | 2/15/2034 | 5,275(3) | $1,191,652 | 10,277(4) | $2,321,484 | | | 2023 | 5,951 | 17,854 | 199.60 | 2/9/2033 | 4,966(7) | 1,121,757 | 9,761(6) | 2,204,865 | | | 2022 | 17,594 | 17,593 | 171.73 | 10/2/2032 | 7,079(14) | 1,599,043 | | | | | 2022 | — | — | — | — | 8,894(10) | 2,009,043 | | | | | Total | 23,545 | 62,181 | | | 26,214 | 5,921,495 | 20,038 | 4,526,349 | | James Currier | 2024 | — | 22,316 | $197.68 | 2/15/2034 | 4,403(3) | $994,658 | 8,579(4) | $1,937,876 | | | 2023 | 5,138 | 15,414 | 193.88 | 7/31/2033 | 4,127(15) | 932,356 | 8,772(6) | 1,981,549 | | | 2023 | 930 | 2,789 | 194.31 | 2/22/2033 | 774(16) | 174,862 | | | | | 2022 | 2,162 | 2,162 | 189.72 | 2/10/2032 | 748(17) | 169,051 | | | | | 2022 | — | — | — | — | 1,870(18) | 422,506 | | | | | 2021 | 2,181 | 727 | 202.72 | 2/11/2031 | — | — | | | | | 2020 | 3,893 | — | 180.92 | 2/13/2030 | 739(19) | 167,006 | | |

  129. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | 76 | | | 2025 NOTICE AND PROXY STATEMENT |

  130. OUTSTANDING EQUITY AWARDS AT 2024 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) | | | | 2019 | 2,520 | — | | 154.22 | 2/25/2029 | 656(20) | | 148,090 | | | | | | 2018 | 1,671 | — | | 148.79 | 2/26/2028 | — | | — | | | | | | Total | 18,495 | 43,408 | | | | 13,319 | | 3,008,530 | 17,351 | | 3,919,425 |

  131. OUTSTANDING EQUITY AWARDS AT 2024 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 $225.89 per share of common stock on December 31, 2024. (3)2024 RSU grants will vest 33% on each of February 16, 2026, and February 16, 2027, with the remaining RSUs vesting on February 16, 2028. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2024, 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 2024–2026 Performance Plan. Actual payout will be based on final performance against plan metrics for the full three-year cycle. The number of PSUs reflected in the table includes dividend equivalents applied on the target number of shares through December 31, 2024, 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 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 in the table includes dividend equivalents applied through December 31, 2024, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (6)Represents PSUs issued under the 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 in the table includes dividend equivalents applied on the target number of shares through December 31, 2024, which were reinvested as additional unvested PSUs that will vest on the same basis as the underlying PSUs to which they relate. (7)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 in the table includes dividend equivalents applied through December 31, 2024, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (8)A portion of these 2022 RSU grants vested on July 28, 2024. The remaining RSUs will vest 49% on July 28, 2026, and 51% on July 28, 2028. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2024, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (9)A portion of these 2022 RSU grants vested on February 11, 2024. The remaining RSUs will vest 49% on February 11, 2026, and 51% on February 11, 2028. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2024, 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 2022–2024 Performance Plan based on final MDCC approved payout for the full three-year cycle. The number of PSUs reflected in the table includes dividend equivalents applied on the target number of shares through December 31, 2024, 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 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 in the table includes dividend equivalents applied through December 31, 2024, 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 2020 RSU grants vested on February 14, 2022, and February 14, 2024. The remaining RSUs will vest on February 14, 2026. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2024, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (13)A portion of these 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 in the table includes dividend equivalents applied through December 31, 2024, 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. A portion of the first award vested on October 3, 2024. The remaining portion of this award (2,085 RSUs as of December 31, 2024) will vest 49% on October 3, 2026, and 51% on October 3 2028. A portion of the second award vested on each of October 3, 2023, and October 3, 2024. The remaining portion of this award (4,993 RSUs as of December 31, 2024) will vest on October 3, 2025. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2024, 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 in the table includes dividend equivalents applied through December 31, 2024, 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 in the table includes dividend equivalents applied through December 31, 2024, 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 in the table includes dividend equivalents applied through December 31, 2024, 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% on February 11, 2027. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2024, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate. (19)A portion of these RSUs vested on July 30, 2022. The remaining RSUs will vest 49% on July 30, 2024, and 51% on July 30, 2026. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2024, 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 25, 2021, and on July 25, 2023. The remaining RSUs will vest on July 25, 2025. The number of RSUs reflected in the table includes dividend equivalents applied through December 31, 2024, which were reinvested as additional unvested RSUs that will vest based on the same vesting schedule as the RSUs to which they relate.

  132. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | 2025 NOTICE AND PROXY STATEMENT | | | 77 |

  133. OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2024

    OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2024

  134. OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2024

    | | 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 | — | $— | 11,796(5) | $2,383,347 | | Mr. Lewis | 51,319(6) | 4,649,091 | 19,554(7) | 3,952,830 | | Ms. Madden | — | — | 21,389(8) | 4,316,607 | | Mr. Boldea | — | — | 10,958(9) | 2,220,175 | | Mr. Currier | — | — | 1,199(10) | 239,623 |

  135. OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2024

    (1)Represents the total number of stock options exercised during 2024 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 2024 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 December 31, 2024, and the value of shares is calculated at the average of the high and low share price upon payout on 2/15/2024. 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)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 641 net shares were retained. Upon the vesting of PSUs, 4,805 shares were settled in cash, and 2,670 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. (6)Relates to stock options originally granted in February 2016 and February 2017 with a 10-year term that would have expired in 2026 and 2027, respectively, if not exercised. (7)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 1,391 net shares were retained. Upon the vesting of PSUs, 8,497 shares were settled in cash, and 4,722 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. (8)Upon the vesting of RSUs, after withholding shares to cover applicable taxes, a total of 2,406 net shares were retained. Upon the vesting of PSUs, 8,497 shares were settled in cash, and 4,722 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 6,644 net shares were retained. 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 687 net shares were retained. Net shares must be held for at least one year before they can be sold.

  136. OPTION EXERCISES AND STOCK VESTED — FISCAL YEAR 2024

    | 78 | | | 2025 NOTICE AND PROXY STATEMENT |

  137. 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):

  138. Pension Benefits — Fiscal Year 2024

    Pension Benefits — Fiscal Year 2024

  139. Pension Benefits — Fiscal Year 2024

    | Named Executive Officer | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefits(1) | | Vimal Kapur | REP | 10.5 | $196,007 | | | SERP | 10.5 | 1,236,775 | | | Total | | 1,432,782 | | Gregory P. Lewis | REP | 18.0 | 336,800 | | | SERP | 18.0 | 1,723,516 | | | Total | | 2,060,316 | | Anne T. Madden | REP | 28.5 | 532,603 | | | SERP | 28.5 | 2,876,949 | | | Total | | 3,409,552 | | Lucian Boldea | REP | — | — | | | SERP | — | — | | | Total | | — | | James Currier | REP | 18.3 | 342,321 | | | SERP | 18.3 | 452,614 | | | Total | | 794,935 |

  140. Pension Benefits — Fiscal Year 2024

    (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, 2024, using a 5.57% 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 in a lump sum on the first day of the first month that begins following the 105th day after the officer’s separation from service (as that term is defined in Internal Revenue Code Section 409A), subject to further payment delay that may be required by Internal Revenue Code Section 409A relating to specified employees. •Mr. Boldea was 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.

  141. Pension Benefits — Fiscal Year 2024

    | 2025 NOTICE AND PROXY STATEMENT | | | 79 |

  142. 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. |

  143. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2024

    NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2024 Honeywell limits deferred compensation amounts owed to executives by having the interest rate accruing on deferrals under the Honeywell Excess Benefit Plan, the Honeywell Supplemental Savings Plan (the SS Plan), and the Honeywell Deferred Incentive Plan (the DIC Plan) be a rate that changes annually based on the Company’s 15-year cost of borrowing, and requiring payment of the SS Plan or DIC Plan deferrals to begin shortly after termination of employment in a lump sum unless the participant leaves the Company after reaching retirement (age 55 with 10 years of service). In addition, cash dividend equivalents on vested deferred RSUs cannot be deferred, and dividend equivalents on unvested RSUs are reinvested in additional RSUs and subject to the same vesting schedule as the underlying RSUs.

  144. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2024

    | 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) | $482,327 | $84,754 | $131,238 | — | $2,350,875 | | | DIC Plan | 1,208,250 | — | 236,895 | — | 4,297,190 | | | Deferred RSUs(2) | — | — | — | — | — | | | Total | 1,690,577 | 84,754 | 368,133 | — | 6,648,064 | | Gregory P. Lewis | SS Plan(1) | 154,454 | 45,917 | 98,716 | — | 1,532,614 | | | DIC Plan | — | — | 8,010 | — | 138,956 | | | Deferred RSUs(2) | — | — | — | — | — | | | Total | 154,454 | 45,917 | 106,726 | — | 1,671,570 | | Anne T. Madden | SS Plan(1) | 283,712 | 42,588 | 390,311 | — | 5,587,879 | | | DIC Plan | 1,076,500 | — | 640,582 | — | 11,279,468 | | | Deferred RSUs(2) | — | — | 714,063 | — | 8,688,807 | | | Total | 1,360,212 | 42,588 | 1,744,957 | — | 25,556,154 | | Lucian Boldea | SS Plan(1) | 202,573 | 37,749 | 22,311 | — | 450,404 | | | DIC Plan | 195,040 | — | 10,077 | — | 205,117 | | | Deferred RSUs(2) | — | — | — | — | — | | | Total | 397,613 | 37,749 | 32,388 | — | 655,521 | | James Currier | SS Plan(1) | 37,523 | 32,833 | 9,248 | — | 143,531 | | | DIC Plan | — | — | — | — | — | | | Deferred RSUs(2) | — | — | — | — | — | | | Total | 37,523 | 32,833 | 9,248 | 0 | 143,531 |

  145. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2024

    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 2025 for the 2024 year. (2)The value of executive contributions in the last fiscal year is calculated by multiplying the number of deferred RSUs that vested in 2024 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, 2024, by the closing price of a share of common stock on December 31, 2024 ($225.89). This column reflects the following for Ms. Madden: 35,431 in deferred units including dividend reinvestment units and $685,273 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:

  146. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2024

    | NEO | Executive Contributions in SCT | Registrant Contributions in SCT | Earnings in SCT | Portion of Aggregate Balance Included in Prior SCTs | | Vimal Kapur | $482,327 | $84,754 | $58,195 | $2,569,166 | | Gregory P. Lewis | 154,454 | 45,917 | 11,486 | 867,854 | | Anne T. Madden | 283,712 | 42,588 | 176,885 | 6,932,610 | | Lucian Boldea | 202,573 | 37,749 | 4,608 | 416,677 | | James Currier | 37,523 | 32,833 | 6,150 | 37,745 |

  147. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2024

    | 2025 NOTICE AND PROXY STATEMENT | | | 81 |

  148. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL This section describes the benefits payable to our NEOs in two circumstances: •Termination of Employment •Change in Control (CIC) The transactions described under Proposal No. 4 of this Proxy Statement regarding the Liability Management Reorganization will not constitute a change in control under any of these arrangements and will not otherwise result in additional compensation (present, deferred, or contingent) to any of the NEOs or directors.

  149. TERMINATION OR CIC IMPACT ON OUTSTANDING AWARDS

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

  150. TERMINATION OR CIC IMPACT ON OUTSTANDING AWARDS

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

  151. TERMINATION OR CIC IMPACT ON OUTSTANDING AWARDS

    | 86 | | | 2025 NOTICE AND PROXY STATEMENT |

  152. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of the individual identified as our median paid employee and the 2024 annual total compensation of Vimal Kapur, our Chairman and CEO. As permitted by the SEC rules, the median employee utilized for the 2024 pay ratio disclosure is the same median employee identified and used for the 2023 CEO pay ratio as there were no significant changes to our employee population or employee compensation arrangements during 2024 that would result in a material change to our pay ratio disclosure. 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: •Our median employee was identified using our global employee population as of October 31, 2023 (the "Determination Date"). •Before applying the “De Minimis Exemption” adjustment permitted under SEC rules (described below), our global population on the Determination Date consisted of approximately 118,496 individuals.

  153. CEO PAY RATIO

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

  154. CEO PAY RATIO

    (1)Total U.S. Employees includes Sandia National Laboratories and Kansas City National Security Campus workforces, which are U.S. Department of Energy facilities managed by Honeywell as a contract operator. We applied the De Minimis Exemption adjustment to exclude a total of 5,078 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 (446), Tunisia (114), Turkey (211), Ukraine (27), Uruguay (4), Uzbekistan (4), and Vietnam (52). Total Workforce for Determination of Median Employee:

  155. 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 |

  156. CEO PAY RATIO

    To identify the median employee from our employee population, we collected actual base salary and incentive awards paid during the 12-month period ending on the Determination Date. As permitted under SEC rules, we annualized the compensation of all newly hired permanent employees during this period. Using this methodology, our median employee was determined to be a full-time employee based in the United States. The annual total compensation for our median employee in calendar 2024, our last completed fiscal year, was $79,090, calculated in accordance with the rules applicable to the Summary Compensation Table (SCT) of this Proxy Statement. For 2024, the annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $18,277,193. Based on this information, for 2024, 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 231 to 1. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported here, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  157. CEO PAY RATIO

    | 88 | | | 2025 NOTICE AND PROXY STATEMENT |

  158. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information regarding executive pay and performance. The table below shows pay both as reported in the Summary Compensation Table (Summary Comp Table Total) for the applicable fiscal year and as “compensation actually paid” (CAP) for our principal executive officer(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 46. 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 2024 fiscal year.

  159. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | CSM: Segment Margin (i) | | | Year (a) | Summary Comp Table Total for PEO — Kapur (b)(1) | Comp Actually Paid to PEO — Kapur (c)(2),(3),(4) | Summary Comp Table Total for PEO — Adamczyk (b)(1) | Comp Actually Paid to PEO — Adamczyk (c)(2),(3),(5) | Avg. Summary Comp Table for Non-PEO NEOs (d)(1) | Avg. Comp Actually Paid to Non-PEO NEOs (e)(2),(3),(6) | Total Shareholder Return ($)(f) | Peer Group Total Shareholder Return (Composite) (g) | Net Income (in millions) (h) | | | | 2024 | $18,277,193 | $21,623,963 | $— | $— | $6,741,799 | $7,708,705 | $141.53 | $175.73 | $5,740 | | 22.6% | | 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 | | 23.5% | | 2022 | - | - | 25,437,598 | 36,729,811 | 8,310,085 | 11,405,134 | 128.62 | 126.81 | 4,967 | | 22.6% | | 2021 | - | - | 26,100,120 | 15,687,973 | 7,489,516 | 5,024,129 | 122.61 | 134.29 | 5,610 | | 22.3% | | 2020 | - | - | 19,075,281 | 34,603,009 | 6,138,970 | 11,366,412 | 122.97 | 110.91 | 4,865 | | 21.5% |

  160. PAY VERSUS PERFORMANCE

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

  161. PAY VERSUS PERFORMANCE

    | Year | PEO (CEO) | Non-PEO NEOs | | 2024 | Vimal Kapur | Gregory P. Lewis, Anne T. Madden, Lucian Boldea, James Currier | | 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 |

  162. PAY VERSUS PERFORMANCE

    (2)Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for RSU awards, including reinvested dividend equivalent units, closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price, (2) for PSU awards (excluding TSR portion of the PSU award), the same valuation methodology as RSU awards above except year-end and vesting date values are multiplied by the forecasted performance factor as of each such date, and include reinvested dividend equivalent units, (3) for the TSR-based portion of the PSU awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s) or, in the case of vesting date, the actual vesting price and performance factor, and (4) for stock options, the fair value calculated by a Black-Scholes model as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair values but using the closing stock price on the applicable revaluation date as the current market price, and in all cases based on volatility, dividend rates, and risk free rates determined as of the revaluation date. (3)For the portion of “Compensation Actually Paid” that is based on year-end stock prices, the following prices were used: for 2024: $225.89 (7.7% increase from prior year), 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). (4)The dollar amounts reported for Mr. Kapur under “Compensation Actually Paid” represent the amount of “compensation actually paid” to Mr. Kapur, 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:

  163. PAY VERSUS PERFORMANCE

    | | PEO — Kapur ($) | | | | 2024 | 2023 | | Total Reported in Summary Compensation Table (SCT) | $18,277,193 | $14,401,630 | | Less, Value of Stock & Option Awards Reported in SCT | (13,027,235) | (10,040,327) | | Less, Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT | (498,217) | (283,838) | | Plus, Pension Service Cost | 205,572 | 94,485 | | Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 16,385,615 | 10,811,208 | | Plus, Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | 830,991 | 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 | (549,956) | (693,504) | | Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | - | - | | Total Adjustments | 3,346,770 | 355,788 | | “Compensation Actually Paid” to PEO — Kapur | 21,623,963 | 14,757,418 |

  164. PAY VERSUS PERFORMANCE

    | 90 | | | 2025 NOTICE AND PROXY STATEMENT |

  165. 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:

  166. 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 |

  167. 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:

  168. PAY VERSUS PERFORMANCE

    | | Non-PEO NEOs Average ($) | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Reported in Summary Compensation Table (SCT) | $6,741,799 | $6,531,247 | $8,310,085 | $7,489,516 | $6,138,970 | | Less, Value of Stock & Option Awards Reported in SCT | (4,619,960) | (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 | (240,762) | (228,752) | (257,602) | (151,402) | (327,288) | | Plus, Pension Service Cost | 79,833 | 61,265 | 44,745 | 82,389 | 92,707 | | Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 5,811,584 | 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 | 376,031 | 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 | (439,820) | (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 | 966,906 | (300,916) | 3,095,050 | (2,465,387) | 5,227,443 | | Average “Compensation Actually Paid” to Non-PEO NEOs | 7,708,705 | 6,230,330 | 11,405,134 | 5,024,129 | 11,366,412 |

  169. PAY VERSUS PERFORMANCE

    The six items listed below represent the most important financial performance metrics we used to determine CAP for FY2024 as further described in our Compensation Discussion and Analysis within the sections titled “Annual Incentive Compensation Plan Decisions” and “Long-Term Incentive Compensation Decisions.”

  170. 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 |

  171. PAY VERSUS PERFORMANCE

    | 2025 NOTICE AND PROXY STATEMENT | | | 91 |

  172. 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).

  173. What percentage of the outstanding shares do directors and executive officers hold?

    What percentage of the outstanding shares do directors and executive officers hold? As of the record date, directors, executive officers, and their affiliates beneficially owned approximately 0.2% of the outstanding shares of Honeywell Parent common stock.

  174. What percentage of the outstanding shares do directors and executive officers hold?

    | 108 | | | 2025 NOTICE AND PROXY STATEMENT |

  175. SHAREOWNER PROPOSALS AND BOARD NOMINEES

    SHAREOWNER PROPOSALS AND BOARD NOMINEES