Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Amount Previously Paid:

Form, Schedule or Registration Statement No.

Filing Party:

Date Filed:

Jaime Chico Pardo

Lead Director

March 12, 2020

Dear Shareowners,

It has been my privilege to serve on Honeywell’s Board of Directors over the last two decades. With my tenure as a member of the Board drawing to a close on April 27, 2020, I would like to share with you some perspectives on Honeywell’s remarkable growth and why I have tremendous confidence in the Company’s future.

Today, Honeywell is one of the world’s largest and most admired companies. Its evolution into the premier software-industrial multinational is the result of skilled management, a willingness to make shrewd investments in the future, and an unrelenting commitment to innovation. Since 2000, Honeywell has achieved a total shareowner return in excess of 400% and stock price appreciation of more than 200%. This consistent performance over time reflects the Company’s excellent leadership – exemplified over my tenure by Dave Cote and Darius Adamczyk – augmented by sound business strategies and a culture of performance and innovation.

Since becoming Honeywell CEO three years ago, Darius has driven a vigorous transition of the Company into the software-industrial space that will put Honeywell in a favorable competitive position for the next several decades. At the same time, Darius has led the acceleration of organic growth while expanding margins, and he has enhanced the Company’s customer focus, breakthrough innovation, and digital business models. Darius and his leadership team work very closely with Honeywell’s Board of Directors to further the interests of all key Company stakeholders, including customers, employees, investors, and communities.

I am proud to have served since 2016 as Honeywell’s independent Lead Director. The Lead Director plays a crucial role in the Company’s governance structure, serving as de facto leader of the independent Directors and as a single focal point charged with ensuring the Board as a whole is providing independent oversight of management. Over the past several years, the Board has continually strengthened the role of independent Lead Director.

I could not be more pleased that my fellow Board member and former United Parcel Service Chairman and CEO Scott Davis is succeeding me as Honeywell’s independent Lead Director. During his tenure at UPS, Scott led the Company through its own transformation into a technology Company. He possesses significant expertise in management, strategy, finance, and operations gained over 25 years at UPS and prior positions. Scott is also currently a director of Johnson & Johnson and previously served on the Board of the Federal Reserve Bank of Atlanta – as Chairman in 2009 – and as a director of EndoChoice Holdings.

Beyond the Lead Director position, I can assure you that the entire Honeywell Board is focused on active oversight, prudent governance, and representing your interests both today and in the future. Engaging with shareowners remains a key priority and a vital channel for Honeywell to hear what is most important to those who invest in the Company. These engagement efforts also provide a high degree of transparency and help build trust and support among shareowners for senior management’s vision for the Company’s future. I have participated in countless meetings with shareowners during my tenure on the Board, and the valuable, thought-provoking findings from these engagements have been shared with and evaluated by the entire Board.

Honeywell’s approach to conducting its business in a socially responsible manner includes monitoring and mitigating its environmental impact, acting with unwavering integrity and purpose, and investing in the communities in which it operates worldwide. The Board takes an active and engaged role in the design of this global framework to ensure the outcomes are both measurable and effective. In 2019, Honeywell rose 23 spots, to number 13, on Forbes’ World’s Most Reputable Companies for Corporate Responsibility list. This significant rise and welcome recognition is a reflection of the Company’s investments in people, communities, and best-in-class governance.

The Board is briefed at least quarterly on key corporate social responsibility initiatives, and like my peers, I have been pleased to learn how Honeywell is bringing about positive change with programs to boost STEM education, inclusion and diversity, safety, environmental stewardship, and humanitarian relief in communities throughout the world.

Honeywell’s employees are the Company’s biggest asset. Our employees think big about how best to help customers solve their most pressing challenges. While many technological advances over the past century have shaped the Honeywell we know, it is the innovations the Company is currently developing that will determine its fortunes in the decades to come. “The Future Is What We Make It” is more than a Company tagline. It’s the prevailing mindset inside Honeywell that empowers its employees to forge new solutions to some of the world’s most challenging and critical problems and lead at the forefront of the digital revolution.

Thank you for allowing me the honor to serve you and the interests of all shareowners on Honeywell’s Board of Directors over the last 20 years.

Sincerely,

Jaime Chico Pardo

Lead Director

TABLE OF

CONTENTS

01

|

Proposal 1: Election of Directors

Pg

7

Director Skills and Qualifications

7

Board Skillset Matrix

8

Commitment to Board Integrity, Diversity, and Independence

9

Nominees for Election

10

Nomination and Election Process

16

Shareowner Outreach and Engagement

18

Board Leadership Structure

20

Director Independence

22

Board’s Role in Risk Oversight

23

Board Practices and Procedures

24

Board Committees

26

Performance Culture

30

Sustainability

32

Honeywell Hometown Solutions

34

Political Engagement and Contributions

35

Elements of Compensation

37

2019 Director Compensation Table

38

Stock Ownership Guidelines

39

Our Named Executive Officers

42

Performance Summary

42

Our Compensation Program

44

2019 Compensation Summary

50

2019 Annual Incentive Compensation Plan Decisions

52

2019 Long-Term Incentive Compensation Decisions

58

Other Compensation and Benefit Programs

65

Compensation Practices and Policies

66

Risk Oversight Considerations

67

Management Development and Compensation Committee Report

69

Summary Compensation Table

70

Other Compensation Tables

72

CEO Pay Ratio

88

Independent Accounting Firm Fees

89

Non-Audit Services

89

Audit Committee Report

90

Board Recommendation

91

Board Recommendation

95

Other Business

97

Certain Relationships and Related Transactions

97

Stock Ownership Information

98

Notice and Access

99

Voting Procedures

99

Attendance at the Annual Meeting

101

Shareowner Proposals and Board Nominees

101

Where Shareowners Can Find More Information

102

Appendix A: Reconciliation of Non-GAAP Financial Measures

PROXY

SUMMARY

April 27, 2020, 10:30 a.m. EDT

Kimpton Tryon Park Hotel, 303 South Church Street, Charlotte, North Carolina 28202

Shareowners as of February 28, 2020 are entitled to vote

Please follow the advance registration instructions on page 101

No. 1

Election of Directors

 FOR (each nominee)

p. 7

No. 2

Advisory Vote to Approve Executive Compensation

 FOR

p. 40

No. 3

Approval of Independent Accountants

 FOR

p. 89

No. 4

Shareowner Proposal-Let Shareholders Vote on Bylaw Amendments

 AGAINST

p. 91

No. 5

Shareowner Proposal-Report on Lobbying Activities and Expenditures

 AGAINST

p. 94

PROXY

SUMMARY

Tim Mahoney appointed as Senior Vice President, Enterprise Transformation. Mr. Mahoney has established a successful track record in his three decades of work in the aerospace industry, where he served 10 years as President and Chief Executive Officer of Honeywell Aerospace. In his new role, Mr. Mahoney will be responsible for driving the digitization of Honeywell’s core support functions and promoting common processes, data management, and systems to better serve customers while operating more efficiently.

Mike Madsen appointed as President and Chief Executive Officer of Honeywell Aerospace in charge of running Honeywell’s largest segment. Prior to his appointment, Mr. Madsen served as Vice President of Integrated Supply Chain for Honeywell Aerospace, where he was responsible for the global supply chain and manufacturing footprint. Mr. Madsen has over three decades of experience in the Honeywell Aerospace business.

Suresh Venkatarayalu appointed as Chief Technology Officer in charge of end-to-end new product development and introduction processes, including efforts to develop new, breakthrough technologies and software for the Industrial Internet of Things.

Jeff Kimbell appointed as Senior Vice President and Chief Commercial Officer in charge of driving organic growth by enhancing global sales and marketing capabilities.

Honeywell Connected Enterprise delivered double-digit connected software growth in 2019. The transition to a software-industrial company is still in its early stages, but is off to a tremendous start as the organization launched a new suite of connected offerings, including Honeywell Forge.

Advanced our Integrated Supply Chain transformation to drive over $0.5 billion long-term, run-rate savings, through improved material productivity, streamlined manufacturing footprint, and automation of procurement processes. In 2019, we further established supply base management strategies and optimized our manufacturing and distribution footprint.

Established the Honeywell Digital initiative to drive process improvement, digitization, and efficiencies across the Company. Honeywell Digital is the foundation to running the Company with data-driven decision making. In 2019, the initiative provided enhanced digital marketing and customer contact centers, reduced our enterprise resource management (ERP) systems by 28% from 71 to 51, rationalized over 500 software applications, and cleansed 5.2 million critical master data records. We also remain on track to achieving our long-term target of ~10 ERP systems by the end of 2021.

Moved corporate headquarters to Charlotte, North Carolina, a city which will enable recruitment and retention of world-class talent to support Honeywell’s strategic focus on providing leading technology and software solutions in key end markets.

Executed a successful brand launch that enhanced our reputation as a premier technology company while reaching more customers, attracting external talent, and engaging more employees through our #futureshapers campaign.

PROXY

SUMMARY

We DEVELOP technologies that expand the sustainable capacity of our world

Deploy at least 10 renewable energy opportunities

128M gallons of water saved in water-stressed areas since 2013

Achieve certification to ISO 50001 Energy Management Standard at 10 facilities

Safety record over 4x better than the average of the industries in which we operate

PROXY

SUMMARY

12 of 13

nominees are independent

4 of 13

nominees are women

5 of 13

nominees are ethnically or racially diverse or non-U.S. citizens

4 of 13

nominees were born outside the United States

2 of 3

committees will be chaired by women

9 of 13

nominees have CEO experience

7.5

years average tenure

Nominee

Title

Years of
Service

Independent

Committee
Memberships

(effective April 27, 2020)

Darius Adamczyk

(Chairman and CEO)

Chairman and

Chief Executive Officer

Honeywell International Inc.

3

No

1

—  

D. Scott Davis

(Incoming Lead Director)

Retired Chairman and

Chief Executive Officer

United Parcel Service, Inc.

14

Yes

2

Audit

Ex officio: CGRC, MDCC

Duncan B. Angove

Chief Executive Officer

Arcspring LLC
    

2

Yes

1

MDCC

William S. Ayer

Retired Chairman and

Chief Executive Officer

Alaska Air Group, Inc.

5

Yes

1

CGRC

MDCC

Kevin Burke

Retired Chairman, President

and Chief Executive Officer

Consolidated Edison, Inc.

10

Yes

1

Audit

Linnet F. Deily

Former Deputy United States

Trade Representative and
Ambassador

14

Yes

1

CGRC (Chair)

Audit

Deborah Flint

President and
Chief Executive Officer

Greater Toronto Airports Authority

0

Yes

1

CGRC

Judd Gregg

Former Governor and

U.S. Senator of New Hampshire

9

Yes

2

Audit

MDCC

Clive Hollick

Former Chief Executive Officer

United Business Media

16

Yes

1

MDCC

Grace D. Lieblein

Former Vice President-Global Quality

General Motors Corporation

7

Yes

3

MDCC (Chair)

CGRC

Raymond T. Odierno

Retired Four-Star General
Former Chief of Staff
United States Army

0

Yes

2

CGRC

George Paz

Retired Chairman and

Chief Executive Officer

Express Scripts Holding Company

11

Yes

2

Audit (Chair)

CGRC

Robin L. Washington

Former Executive Vice President and

Chief Financial Officer

Gilead Sciences, Inc.

7

Yes

4

Audit

PROXY

SUMMARY

SHAREOWNER

EMPOWERMENT AND

ENGAGEMENT

15% threshold for shareowners to call a special meeting

Proxy access enabling shareowner(s) holding 3% of our stock for three years to include up to two director nominees (or nominees representing 20% of the Board) in our proxy

DIVERSE AND

INDEPENDENT BOARD

OF DIRECTORS

All director nominees are independent, except our CEO

No director may serve on more than four public company boards (including the Honeywell Board)

BEST-IN-CLASS

BOARD STRUCTURE

AND PROCESSES

Independent Lead Director elected by independent directors, with expanded duties and responsibilities, including formal responsibilities relative to director candidate selection and Board self-evaluation processes

Director stock ownership guidelines require equity holdings of at least 5x annual cash retainer

ROBUST OVERSIGHT

OF RISKS AND

OPPORTUNITIES

Board responsible for risk oversight, with specific risk areas delegated to relevant Board committees

Combined Corporate Secretary and Chief Compliance Officer roles to facilitate Board oversight of compliance risk

COMMITMENT TO

SUSTAINABILITY

AND CORPORATE

RESPONSIBILITY

Code of Business Conduct applies to all directors, officers, and employees, with 100% certification by officers and employees where permitted by law

Honeywell Hometown Solutions, our corporate citizenship initiative, delivers high-impact social sustainability programming around the world

PROXY

SUMMARY

I  WHAT WE DO

I  WHAT WE DON’T DO

Pay for Performance. We closely align pay and performance, with a significant portion of target total direct compensation at-risk. The Management Development and Compensation Committee (MDCC) validates this alignment annually and ensures performance-based compensation comprises a significant portion of executive compensation.

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, other than in connection with a Company-required relocation.

Robust Performance Goals. We establish clear and measurable goals and targets and hold our executives accountable for achieving specified targets to earn a payout under our incentive plans. Performance goals are linked to operating priorities designed to create long-term shareowner value.

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.

Robust Stock Ownership Requirements. We require executive officers to hold meaningful amounts of stock and require them to hold 100% of net shares for one year from exercise or vesting.

No Hedging or Pledging. We do not allow hedging or pledging of our stock.

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.

No New Excise Tax Gross-Ups and No Accelerated Bonus Payments Upon CIC. We eliminated gross-ups for excise taxes upon a CIC for any new officers since 2009. 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 target.

Maximum Payout Caps for Incentive Plans. Annual cash incentive compensation plan (ICP) and performance plan payouts are capped.

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.

Clawback Practice. We maintain a policy that allows for recoupment of incentive compensation for a financial restatement or if an executive leaves the Company to join a competitor.

No Excessive Risks. Compensation practices are appropriately structured and avoid incentivizing employees to engage in excessive risk-taking.

Independent Compensation Consultant. We retain an independent compensation consultant on behalf of the MDCC to review and advise the MDCC on executive compensation matters. The independent consultant attends all MDCC meetings.

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.

NEO

Position

Base

Salary

Annual

Incentive

Plan (ICP)⁽¹⁾

2019-2021

Performance

Plan Units⁽²⁾

Stock

Options⁽³⁾

Restricted

Stock
Units⁽⁴⁾

Total Annual

Direct

Compensation

Darius Adamczyk

Gregory P. Lewis

Mark R. James

Anne T. Madden

Rajeev Gautam

Timothy O. Mahoney

Annual ICP payouts determined 80% based on a calculation against pre-set goals. The remaining 20% was based on individual assessments.

Grant date value of performance stock units (PSUs) issued for a new three-year performance period for all NEOs.

All stock option grants awarded to NEOs vest ratably over four years, have a 10-year term, and are subject to stock ownership and post-exercise holding requirements.

Restricted stock units vest over six-year periods and are subject to stock ownership and post-vesting holding requirements.

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

Exemplification of the highest standards of personal and professional integrity.

Potential contribution to the diversity and culture of the Board, including by virtue of age, educational background, global perspective, gender, ethnicity, and nationality.

Independence from management under applicable securities law, listing regulations, and Honeywell’s Corporate Governance Guidelines.

Willingness to constructively challenge management through active participation in Board and committee meetings.

Ability to devote sufficient time to performing their Board and committee duties.

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

DARIUS

ADAMCZYK

Chairman and

Chief Executive Officer,

Honeywell

International Inc.

About

Mr. Adamczyk has been the Chairman and Chief Executive Officer of Honeywell since April 2018. Mr. Adamczyk was President and Chief Executive Officer from March 2017 to April 2018 and Chief Operating Officer from April 2016 to March 2017. From April 2014 to April 2016, Mr. Adamczyk served as President and CEO of Honeywell Performance Materials and Technologies (PMT). Prior to serving as President and CEO of PMT, Mr. Adamczyk served as President of Honeywell Process Solutions from 2012 to 2014 and as President of Honeywell Scanning and Mobility from 2008 to 2012. Mr. Adamczyk joined Honeywell in 2008 when Metrologic, Inc., where he was the Chief Executive Officer, was acquired by Honeywell. Prior to Metrologic, Mr. Adamczyk held several general management assignments at Ingersoll Rand, served as a senior associate at Booz Allen Hamilton, and started his career as an electrical engineer at General Electric.

Specific Qualifications, Attributes, Skills, and Experience

•  Senior leadership roles in global organizations, both large and small

•  Deep understanding of software, both technically and commercially, and a proven track record in growing software-related businesses at Honeywell

•  Demonstrated ability to deliver financial results as a leader in a variety of different industries, with disparate business models, technologies, and customers

•  Strategic leadership skills necessary to grow Honeywell sales organically and inorganically while meeting the challenges of a constantly changing environment across Honeywell’s diverse business portfolio

DUNCAN B.

ANGOVE

Chief Executive Officer, Arcspring LLC

About

Since 2019, Mr. Angove has been the Chief Executive Officer of Arcspring LLC, a new-era investment management platform that creates value through powerful digital pivots. Previously, from 2010 to 2018, Mr. Angove was President of Infor, Inc., a privately held provider of enterprise software and a strategic technology partner for more than 90,000 organizations worldwide. Infor’s software is purpose-built for specific industries, from manufacturing to healthcare, providing complete suites that are designed to support end-to-end business processes and digital transformation. Previously, Mr. Angove served as the Senior Vice President and General Manager of the Retail Global Business Unit of Oracle Corporation, a global technology provider of enterprise software, hardware, and services, from 2005 to 2010. He 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.

Specific Qualifications, Attributes, Skills, and Experience

•  Senior technology industry leader with global operating experience, including in software and digital transformation

•  Deep understanding of the trends across enterprise cloud, infrastructure software, digital, and the Internet of Things, and skilled at driving value creation

•  Extensive experience in corporate strategy, M&A, sales, marketing, and business and product development

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

WILLIAM S.

AYER

Retired Chairman and Chief Executive Officer,
Alaska Air Group, Inc.

About

Mr. Ayer is the 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. Mr. Ayer 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, Mr. Ayer began his career with Horizon Air in 1982, where he held a variety of marketing and operations positions. He 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. In 2002, he became Alaska Air Group’s Chief Executive Officer, and, in May 2003, he was appointed Chairman. Mr. Ayer previously served on the Board of Directors of the Seattle Branch of the Federal Reserve Bank of San Francisco and was a director of Puget Sound Energy, Inc. and Puget Energy, Inc. from January 2005 until January 2015, serving as Chairman from January 2009 until January 2015.

Specific Qualifications, Attributes, Skills, and Experience

• Deep aerospace industry knowledge as well as sales, marketing, and operations experience through his three decades of leadership roles at Alaska Air Group, a firm recognized for its best-in-class operating metrics among U.S. air carriers

• Proven leadership skills in developing a business enterprise that can deliver long-term, sustained excellence based on a management style that includes a relentless focus on the customer, continuous improvement, and building a culture of safety, innovation, sustainability, and diversity

• Understanding of the U.S. public utility industry through his service as a director on the Board of Puget Energy

KEVIN

BURKE

Retired Chairman,

President and

Chief Executive Officer,

Consolidated Edison, Inc.

About

Mr. Burke is the retired Chairman, President, and Chief Executive Officer of Consolidated Edison, Inc. (Con Edison), a utility provider of electric, gas, and steam services. He joined Con Edisonin 1973 and held positions of increasing responsibility in system planning, engineering, law, nuclear power, construction, and corporate planning. Mr. Burke served as President and Chief Executive Officer from 2005 through 2013, and was elected Chairman in 2006. Mr. Burke became non-executive Chairman of Con Edison in December 2013 and served in that capacity until April 2014. He served as Senior Vice President from July 1998 to July 1999, with responsibility for customer service and for Con Edison’s electric transmission and distribution systems. In 1999, Mr. Burke was elected President of Orange and Rockland Utilities, Inc., a subsidiary of Con Edison. He was elected President and Chief Operating Officer of Consolidated Edison Company of New York, Inc. in 2000 and elected Chief Executive Officer in 2005. Mr. Burke was a member of the Board of Directors of Con Edison and a member of the Board of Trustees of Consolidated Edison Company of New York, Inc., which is a subsidiary of Con Edison, until May 2015.

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 service offerings

• Significant expertise in developing clean and renewable energy infrastructure technology used in clean energy, solar generation, and other energy efficient products and services

• Oversaw the implementation of financial and management information systems, utility operational systems, and process simulators

• Deep knowledge of corporate governance and regulatory issues facing the energy, utility, and service industries

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

D. SCOTT

DAVIS

Retired Chairman and

Chief Executive Officer,

United Parcel Service, Inc.

About

Mr. Davis joined United Parcel Service, Inc. (UPS), a leading global provider of package delivery, specialized transportation, and logistics services in 1986. He served as the non-Executive Chairman of UPS from September 2014 until May 2016 and as Chairman and Chief Executive Officer from January 1, 2008 to September 2014. Prior to that, he served as Vice Chairman starting December 2006 and as Senior Vice President, Chief Financial Officer and Treasurer starting January 2001. Previously, Mr. Davis held various leadership positions with UPS, primarily in the finance and accounting areas. During his tenure at UPS, Mr. Davis served a critical role in helping UPS to reinvent itself into a technology company. Prior to joining UPS, he was Chief Executive Officer of II Morrow Inc., a technology company and developer of general aviation and marine navigation instruments. Mr. Davis is a Certified Public Accountant. He also is a director of Johnson and Johnson. Mr. Davis previously served on the Board of the Federal Reserve Bank of Atlanta (2003-2009), serving as Chairman in 2009, and as a director of EndoChoice Holdings (2015-2016).

Specific Qualifications, Attributes, Skills, and Experience

•  Significant expertise in management, strategy, finance, and operations gained over 25 years at UPS including through senior leadership roles

•  Financial management expertise, including financial reporting, accounting, and controls

•  Strong banking experience and a deep understanding of public policy and global economic indicators

•  Extensive experience in the global transportation and logistics services industry

•  In-depth understanding of technology and software solutions that support automated and web-based shipping, tracking, and specialized transportation logistics

LINNET F.

DEILY

Former

Deputy U.S. Trade Representative and Ambassador

About

Ms. Deily was Deputy U.S. Trade Representative and U.S. Ambassador to the World Trade Organization from 2001 to 2005. From 2000 until 2001, she was Vice Chairman of The Charles Schwab Corp. Ms. Deily served as President of the Schwab Retail Group from 1998 until 2000 and President of Schwab Institutional-Services for Investment Managers from 1996 to 1998. Prior to joining Schwab, she was the Chairman of the Board, Chief Executive Officer, and President of First Interstate Bank of Texas from 1990 until 1996. She previously served as a director of Chevron Corporation (2005-2018).

Specific Qualifications, Attributes, Skills, and Experience

•  Unique global and governmental perspectives regarding international trade, capital markets, public policy, telecommunications, information services, corporate finance, refinery, and petrochemical industries

•  Extensive experience leading international trade negotiations and detailed knowledge and insight into challenges and opportunities related to government relations

•  Broad experience managing technology platforms for investment managers and retail clients

•  Significant financial experience through senior leadership roles in banking, brokerage, and financial services companies

•  Substantial experience as a Fortune 500 company director

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

DEBORAH

FLINT

President and

Chief Executive Officer,
Greater Toronto
Airports Authority

About

Ms. Flint is the President and Chief Executive Officer of the Greater Toronto Airports Authority (GTAA). Prior to joining GTAA, Ms. Flint served as Chief Executive Officer of Los Angeles World Airports for more than four years, and had previously held senior roles at the Port of Oakland for more than 23 years. Ms. Flint 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. Ms. Flint 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. She co-chaired the Blue Ribbon Task Force on UAS at Airports and served as a federal appointee to the Department of Transportation’s Drone Advisory Committee. Ms. Flint previously served on the Board of Directors of the Los Angeles Branch of the Federal Reserve Bank of San Francisco.

Specific Qualifications, Attributes, Skills, and Experience

•  Broad understanding of transportation networks, including aviation and rail

•  Deep experience in critical infrastructure, connected buildings, and advanced security solutions

•  Oversaw the fourth busiest passenger airport in the world, the largest airport police force in the United States, and the largest public works agreements in the history of Los Angeles

•  Significant insight and experience in public and private partnerships

JUDD

GREGG

Former

Governor and

U.S. Senator of

New Hampshire

About

Sen. Gregg has spent over three decades in public office, most recently serving as the United States Senator from the State of New Hampshire from January 1993 until January 2011. During his tenure in the Senate, Sen. Gregg served on a number of key Senate Committees, including Budget; Appropriations; Government Affairs; Banking, Housing and Urban Affairs; Commerce, Science and Transportation; Foreign Relations; and Health, Education, Labor and Pensions. He has served as the Chairman and Ranking Member of the Health, Education, Labor and Pensions Committee, the Chairman and Ranking Member of the Senate Budget Committee as well as chairman of various sub-committees. Sen. Gregg served as a chief negotiator of the Emergency Economic Stabilization Act of 2008, was the lead sponsor of the Deficit Reduction Act of 2005, and, along with the late Sen. Ted Kennedy, co-authored the No Child Left Behind Act of 2001. In March 2010, Senator Gregg was appointed to President Obama’s bipartisan National Commission on Fiscal Responsibility and Reform. From 1989 to 1993, Sen. Gregg was the Governor of New Hampshire and prior to that was a U.S. Representative from 1981 to 1989. Sen. Gregg was named as Dartmouth College’s first distinguished fellow. He also serves as a director of Evoqua Corporation. Sen. Gregg previously served as a director of Intercontinental Exchange, Inc. (2011-2013).

Specific Qualifications, Attributes, Skills, and Experience

•  Deep understanding and experience in local, state, national, and international issues

•  Extensive experience in government, public policy, financial regulatory reform, banking, tax, capital markets, science, renewable technology and research, environmental protection and conservation, healthcare, and foreign policy

•  Significant insight into fiscal affairs, governmental relations, legislative, and regulatory issues

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

CLIVE

HOLLICK

Former

Chief Executive Officer,

United Business Media

About

Lord Hollick was Chief Executive Officer of United Business Media and its predecessor companies from 1974 to 2005. United was a London-based, international information, Business Media broadcasting, financial services, and publishing group. From 2005 to 2010, he was a partner, managing director, and advisor of Kohlberg Kravis Roberts and Co., a private equity firm focusing on businesses in the media and financial services sectors. In addition, Lord Hollick was Chairman of the Economic Affairs Committee of the House of Lords. He previously served as a director of ProSiebenSat. 1 Media AG (2007-2014), Gogo Inc. (2013-2014), The Nielsen Company B.V. (2006-2009), Diageo plc (2001-2011), TRW Inc. (2000-2002), and BAE Systems (1992-1997).

Specific Qualifications, Attributes, Skills, and Experience

•  Management expertise, diverse perspective on international markets, and media experience gained through over 30 years as the leader of United Business Media

•  Deep knowledge of public policy and trends in the UK and European markets

•  In-depth understanding of the operating environment in the UK and Europe, particularly with respect to information and financial services, broadcasting, publishing and online media, marketing and branding, technology, and innovation

•  Substantial experience in mergers and acquisitions in the media and financial services sectors, including in a private equity context

GRACE D.

LIEBLEIN

Former

Vice President-Global

Quality, General

Motors Corporation

About

Ms. Lieblein served as Vice President, Global Quality of General Motors (GM), a company that designs, manufactures and markets cars, crossovers, trucks, and automobile parts worldwide, from November 2014 to March 2016. Ms. Lieblein served as Vice President, Global Purchasing and Supply Chain from December 2012 to November 2014, the GM Brazil President and Managing Director from June 2011 until December 2012, the GM Mexico President and Managing Director from January 2009 until June 2011, and Vehicle Chief Engineer from October 2004 to January 2009. Ms. Lieblein 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. Ms. Lieblein also is a director of Southwest Airlines Co. and American Tower Corporation.

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

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

RAYMOND T.

ODIERNO

Retired Four-Star General,

Former Chief of Staff,

U.S. Army

About

Gen. Odierno served nearly 40 years in the United States Army, retiring as a four-star general. Prior to his retirement, he served as the 38th Chief of Staff of the U.S. Army from September 2011 to August 2015. From October 2010 until August 2011, he was the Commander of the U.S. Joint Forces Command, and from September 2008 to September 2010, he served as the Commanding General, Multi-National Force – Iraq and subsequently as the Commanding General, United States Forces – Iraq. From December 2006 to February 2008, Gen. Odierno served as Commanding General, Multi-National Corps – Iraq (III Corps), and from April 2003 to March 2004, he commanded the 4^th Infantry Division during Operation Iraqi Freedom. Over the course of his career, Gen. Odierno commanded military units worldwide at every echelon, from platoon to theater, including deployments in Europe and the Middle East. Gen. Odierno is a director of Oshkosh Corporation.

Specific Qualifications, Attributes, Skills, and Experience

• Significant expertise in military operations, budgeting, planning, strategy, and national security through an extensive career with the U.S. Army

• Substantial leadership and congressional experience serving as Chief of Staff of the U.S., Army with responsibility for 525,000 active troops and approximately 500,000 reserves, and from such positions as Commanding General, U.S. Forces and Commanding General, Multi-National Force, Iraq

• Deep international, geopolitical, communications, technology, and cybersecurity experience

• Broad experience and insight on issues relating to global planning and country risk analysis

GEORGE

PAZ

Retired Chairman and

Chief Executive Officer,

Express Scripts

Holding Company

About

Mr. Paz served as Chairman of the Board of Express Scripts Holding Company (Express Scripts), a pharmacy benefit management company, from May 2006 to its acquisition by Cigna in December 2018, as Chief Executive Officer from April 2005 to May 2016, and as President from October 2003 to February 2014. He first became a director of Express Scripts in January 2004. Mr. Paz joined Express Scripts as Senior Vice President and Chief Financial Officer in January 1998 and continued to serve as its Chief Financial Officer following his election as President until April 2004. Mr. Paz is a Certified Public Accountant. He also is a director of Prudential Financial, Inc.

Specific Qualifications, Attributes, Skills, and Experience

•  Significant management and finance experience gained through senior leadership positions at Express Scripts

•  Financial expertise, including in tax, financial reporting, accounting, and controls

•  Information technology and cyber expertise in the healthcare and pharmaceutical industries and a strong track record of developing automated solutions in the healthcare marketplace

•  Developed technologies for adjudication, compliance, prior authorization, and safety standards in healthcare

•  Extensive experience in corporate finance, insurance and risk management, mergers and acquisitions, capital markets, government regulation, and employee health benefits

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

ROBIN L.

WASHINGTON

Former Executive
Vice President and

Chief Financial Officer,

Gilead Sciences, Inc.

About

Ms. Washington served as Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc. (Gilead), a research-based biopharmaceutical company, from May 2008 through October 2019. In that role, she oversaw Gilead’s Global Finance, Investor Relations, and Information Technology organizations. From 2006 through 2007, Ms. Washington served as Chief Financial Officer of Hyperion Solutions, an enterprise software company that was acquired by Oracle Corporation in March 2007. Prior to that, Ms. Washington spent nearly 10 years at PeopleSoft, a provider of enterprise application software, where she served in a number of executive positions, most recently in the role of Senior Vice President and Corporate Controller. Ms. Washington is a Certified Public Accountant. She is a director of Alphabet Inc., Salesforce.com Inc., and Vertiv Group Corp., and she previously served as a director of Tektronix, Inc. (acquired by Danaher Corporation) (2005-2007) and MIPS Technologies, Inc. (acquired by Imagination Technologies Group PLC) (2008-2013).

Specific Qualifications, Attributes, Skills, and Experience

•  Extensive management, operational, cyber, and accounting experience in the healthcare and information technology industries

•  Financial expertise, including in tax, financial reporting, accounting and controls, corporate finance, mergers and acquisitions, and capital markets

•  Broad experience on corporate governance issues gained through public company directorships

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED ABOVE.

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•  Created independent Lead Director role

•  Changed our independent auditor after a thorough, competitive vetting process

•  Proactively adopted proxy access, which provides that a single shareowner or group of up to 20 shareowners who have held 3% of Honeywell stock for three years may nominate the greater of 20% of the Board or two directors

•  Published a Supplier Code of Business Conduct, which was incorporated as a mandatory flowdown in our supply contracts; used third-party audits to validate compliance with the Supplier Code of Business Conduct

•  Initiated significant changes to our executive compensation plans in response to shareowner preference for longer-term performance awards, better visibility, and less discretion relative to award determinations

— Replaced two-year Growth Plan with three-year Performance Plan

— Shifted 80% of annual bonus to formulaic determination

— Shifted weight from stock options to performance stock units

•  Amended our Corporate Governance Guidelines to improve Board refreshment

•  Enhanced the Board’s self-evaluation process

•  Instituted a formal Board skills and experience matrix to facilitate alignment of director’s skills versus those skills deemed necessary to oversee our current strategy

•  Increased Board retirement age to ensure Board continuity through CEO succession and portfolio realignment

•  Relentless, unambiguous communication that Integrity and Ethics, Inclusion and Diversity, and Workplace Respect are foundational principles of our performance culture required of every employee globally

•  Nominated a new director for election to the Board by our shareowners under an enhanced recruitment process

•  Reduced ownership threshold to call a special meeting of shareowners from 20% to 15%

•  Adopted executive approval requirements to increase oversight of trade association memberships

•  Policy adopted to instruct trade associations not to use our membership dues for political contributions

•  Reduced the number of public company boards (including the Honeywell Board) on which any individual director may sit from five to four

•  Formalized equivalency of independent Lead Director and independent Chairman roles and responsibilities

•  Received Code of Business Conduct certification from 100% of officers and employees where permitted by law (required annually)

•  Amended committee charters to formalize areas of risk oversight responsibility

•  Combined Corporate Secretary and Chief Compliance Officer roles to enhance Board oversight of compliance risk

•  Signed the Business Roundtable Statement of Corporate Purpose

•  Enhanced political contributions disclosure, including additional details regarding trade association memberships

•  Proactive refreshment of Board composition and leadership via thoughtful succession planning, recruitment and election of new directors, and appointment of new Lead Director and new MDCC Chair

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I  2019 SHAREOWNER ENGAGEMENT FOCUS AREAS

In 2019, our conversations with shareowners focused on the following key areas:

• Our strategic priorities — accelerate organic growth, expand segment margins, improve free cash flow conversion, more aggressive capital deployment, and continue on our journey to become the premier software-industrial.

• Our transformation into a premier software-industrial, focusing on our portfolio transformation, technology innovation, and our three key initiatives — Honeywell Connected Enterprise, Integrated Supply Chain Transformation, and Honeywell Digital.

• Board composition, diversity, and refreshment.

• Our commitment to our communities and to a sustainable future, focusing on results achieved to date, how our technology addresses the world’s toughest challenges, and the announcement of our new “10-10-10” sustainability targets for 2024.

•  Inclusion and diversity as key drivers of our high-performance culture.

•  Risk oversight framework driven by the Board’s diverse experiences, skills, and perspectives, and rigorous risk assessment and monitoring processes.

•  Political engagement and our disclosure of political lobbying expenditures and trade association memberships.

•  Executive compensation program changes implemented over the past three years.

one-on-one or small-
group shareowner
meetings hosted by
our Chairman and
CEO to discuss
business
performance and seek
feedback

one-on-one or small-
group shareowner
meetings hosted by
our CFO or other
executive officers to
discuss business
performance and seek
feedback

Focus on Board composition, refreshment and recruitment, with continued appreciation for the diversity of personal background, skills, and experiences of Honeywell’s directors and our emphasis on the importance of maintaining alignment of director skillsets with long-term strategy.

Positive feedback on our 2019 financial performance, especially with regard to organic sales growth, segment margin expansion, our strong adjusted free cash flow conversion, and our ongoing commitment to capital deployment with a disciplined approach to M&A.

Interest in Honeywell’s decision to sign the Business Roundtable Statement of Corporate Purpose.

Appreciation for our level of engagement and transparency with shareowners over a range of topics.

Emphasis on understanding human capital risk and the Company’s performance culture, including how we foster and measure commitment to our three foundational principles — Integrity and Ethics, Inclusion and Diversity, and Workplace Respect.

Continued feedback from our largest shareowners that our lobbying activities, membership in trade associations, and level of disclosure regarding political contributions is not a source of concern.

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The benefits of a unified leadership structure during a period when Honeywell is in the process of a major portfolio realignment and a strategic shift designed to focus resources and management’s attention on high-growth businesses in six attractive industrial end markets where we can deploy our core technological strengths related to software, data analytics, and the Industrial Internet of Things.

An evaluation of the strength of Mr. Adamczyk’s character, the quality of his leadership, and the likelihood that Mr. Adamczyk’s service as both Chairman and CEO would enhance Company performance; the Board continues to believe that an independent Chairman would not enhance Company performance or improve governance effectiveness under Mr. Adamczyk’s leadership.

Our longstanding track record of outperformance under a unified leadership structure in which the roles of Chairman and CEO were combined.

The highly independent nature of our Board where there is only one non-independent director.

Steps taken by Honeywell’s Board to strengthen the role of the independent Lead Director.

As and when the Board considers adding new members, work with the CEO, the CGRC and the full Board to help identify and prioritize the specific skill sets, experience, and knowledge that candidates for election to the Board must possess.

Review, and when appropriate, make changes to Board meeting agendas and Board meeting schedules to ensure there is sufficient time for discussion of all agenda items.

Review, and when appropriate, make changes to presentation material and other written information provided to directors for Board meetings.

Preside at all Board meetings at which the Chairman is not present, including executive sessions of the independent directors, and apprise the Chairman of the issues considered.

Serve as liaison between the Chairman and the independent directors.

Be available for consultation and direct communication with the Company’s shareowners.

Call meetings of the independent directors when necessary and appropriate.

Retain outside professionals on behalf of the Board.

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Consult with management about what information is to be sent to the Board.

Identify key strategic direction and operational issues upon which the Board’s annual core agenda is based.

Serve as an ex officio member of each committee on which he or she does not otherwise serve.

Lead Director Selection Criteria

Mr. Davis’ Qualifications

Commitment

Able to commit the time and level of engagement required to fulfill the substantial responsibilities of the role

   Mr. Davis has excelled as MDCC Chair (a time-intensive role that he has held since 2010 and that requires frequent, proactive engagement with management and his fellow directors) while simultaneously serving on the Audit Committee

Effective Communication

Able to facilitate discussions among Board members, including between the non-management directors and the CEO/Chairman, and engage with key stakeholders

   As MDCC Chair, Mr. Davis demonstrated effective communication and engagement with directors and management while leading a large-scale transformation of Honeywell’s executive compensation program

   Mr. Davis proactively engaged in dialogue with our largest shareowners as we embarked on the transformation of our executive compensation program to understand their views and to explain the changes that were eventually implemented

Rapport

Strong rapport with other members of the Board

   Mr. Davis is extremely well-regarded by his fellow Board members. As one of the longest-tenured directors (14 years) who has served as MDCC Chair (2010 to present) and Audit Committee Chair (2006-2010), he has developed a strong rapport with each director

Integrity

High personal integrity and ethical character

   Mr. Davis has conducted himself in accordance with the highest ethical standards throughout his career and as a Honeywell Board member

   As MDCC Chair, he has been a key enabler of a culture of integrity and ethics at Honeywell by ensuring the appropriate tone at the top

Skillset

Skills and experience broadly in line with Honeywell’s corporate strategy

   Mr. Davis’ skills and experiences are well-aligned with the strategic skills and core competencies that are critical for Honeywell Board members

   He has led global organizations in transportation and logistics services industries aligned with Honeywell’s strategic end-markets and where innovation is a critical enabler

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No non-employee director or nominee receives any direct compensation from Honeywell other than under the director compensation program described in this Proxy Statement.

No immediate family member (within the meaning of the NYSE listing standards) of any non-employee director or nominee receives direct compensation from Honeywell other than compensation received for service as a non-executive employee.

No non-employee director or nominee is affiliated with Honeywell or any of its subsidiaries or affiliates.

No non-employee director or nominee is an employee of Honeywell’s independent accountants, and no non-employee director or nominee (or any of their respective immediate family members) is a current partner of Honeywell’s independent accountants, or was within the last three years, a partner or employee of Honeywell’s independent accountants and personally worked on Honeywell’s audit.

No non-employee director or nominee is a member, partner, or principal of any law firm, accounting firm, or investment banking firm that receives any consulting, advisory, or other fees from Honeywell.

No Honeywell executive officer is on the compensation committee of the board of directors of a company that employs any of our non-employee directors or nominees (or any of their respective immediate family members) as an executive officer.

No non-employee director or nominee (or any of their respective immediate family members) is indebted to Honeywell, nor is Honeywell indebted to any non-employee director or nominee (or any of their respective immediate family members).

No non-employee director or nominee is an executive officer of a charitable or other tax-exempt organization that received contributions from Honeywell outside our director charitable match program.

Honeywell has commercial relationships (purchase and/or sale of products and services) with companies at which our directors serve or have served as officers within the past three years (Mr. Angove—Infor, Ms. Flint—Greater Toronto Airports Authority and Los Angeles World Airports, Mr. Paz—Express Scripts, and Ms. Washington—Gilead Sciences). In each case:

The relevant products and services were provided on terms and conditions determined on an arm’s-length basis and consistent with those provided by or to similarly situated customers and suppliers;

The relevant director did not initiate or negotiate the relevant transaction, each of which was in the ordinary course of business of both companies; and

The combined amount of such purchases and sales was less than 0.05% of the consolidated gross sales of each of Honeywell and the other company in each of the last three completed fiscal years. This level is significantly below the requirements of the NYSE listing standards for director independence, which uses a 2% of consolidated gross sales threshold and applies it to each of purchases and sales rather than the combination of the two.

While a non-employee director’s or nominee’s service as an outside director of another company with which Honeywell does business would generally not be expected to raise independence issues, the Board also considered those relationships and confirmed the absence of any material commercial relationships with any such company. Specifically, those commercial relationships were in the ordinary course of business for Honeywell and the other companies involved and were on terms and conditions available to similarly situated customers and suppliers.

The above information was derived from Honeywell’s books and records and responses to questionnaires completed by the director nominees in connection with the preparation of this Proxy Statement.

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Board/Committee

Primary Areas of Risk Oversight

Full Board

• Oversee the Company’s risk governance framework, including an enterprise-wide culture that supports appropriate risk awareness and the identification, escalation, and appropriate management of risk

• Integrity, ethics, and compliance with our Code of Business Conduct

• General strategic and commercial risks such as new product launch, capital spend, raw material price increases, foreign currency fluctuation, diminished customer demand, technology obsolescence, reductions to government spending, and a slowdown in economic growth

• Disruption, including disruptive technologies, emerging competition, and changing business models

• M&A transactions, execution, and integration and the M&A competitive landscape

• Legal risks such as those arising from litigation, environmental, and intellectual property matters

Audit Committee

• Oversee the Company’s Enterprise Risk Management (ERM) and Crisis Incident Management programs

• Cybersecurity, including protection of customer and employee data, trade secrets, and other proprietary “crown jewel” information, ensuring the security of data on the cloud, persistent threats, and cyber risks associated with our own products and facilities

• Accounting, controls, and financial disclosure

• Tax and liquidity management

• Product integrity and product security

• Vendor risk, including supply chain disruption

• Operational business continuity, including catastrophic risks such as natural disasters and plant accidents

Corporate Governance and Responsibility Committee (CGRC)

• Political contributions and lobbying

• Regulatory compliance, such as data privacy, sanctions and export compliance, and government contracts compliance

• Integrity and compliance programs and policies

• Geopolitical risk, including political, economic or military conflicts, and tariffs

• Health, safety, environmental, product stewardship, and sustainability

Management Development and Compensation Committee (MDCC)

• Succession planning

• Compensation plans, programs, and arrangements and other employment practices and policies

• Recruitment and retention of key talent

• Labor compliance and progress in implementing our diversity goals and objectives

• Workplace respect and culture

• Workplace violence

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Agenda. The Board and its committees perform an annual review of the agenda items to be considered for each meeting. During that review and throughout the year, each Board and committee member is free to raise topics that are not on the agenda and to suggest items for inclusion on future agendas.

Number of Meetings and Attendance. In 2019, the Board held six meetings, and the committees of the Board collectively held 19 meetings. The Board had 100% meeting attendance, and the directors’ average attendance rate at meetings of the committees on which they have

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been appointed was 98.5%. Each of the directors participated in at least 75% of the aggregate of the total number of Board meetings held during the period for which he or she was a director and the total number of meetings held by all Board committees on which he or she served (during the period that he or she served).

Special Meetings. The Chairman, the Lead Director, the CGRC Chair, and at the request of two independent directors, the Corporate Secretary, are permanently empowered and authorized to call special meetings of the Board at any time and for any reason.

Board Meeting Materials. Each director is provided in advance with written material to be considered at every meeting of the Board and of the committees on which he or she is a member and has the opportunity to provide comments and suggestions.

Objective. The Board and each of its committees conduct a comprehensive evaluation of their effectiveness throughout the year. Committee members have the opportunity to provide input directly to the Lead Director, committee chairs, or to management. A more formal self-evaluation is launched in January of each year and the feedback gleaned from the evaluation is utilized to facilitate and enable Board refreshment and an appropriate evolution of Board skills, experiences, and perspectives specifically with a view toward eliciting feedback on whether our directors’ skills are matched to Honeywell’s strategic needs and its risk profile.

Process. The Lead Director, together with the CGRC Chair, are jointly responsible for leading the self-evaluation process which includes the development and approval of the evaluation by the CGRC, its administration through a third party, summarization of the results, and its report out to the full Board on an anonymous basis.

Annual Shareowner Meeting Attendance. Our Corporate Governance Guidelines encourage all directors to attend our Annual Meeting of Shareowners. Generally, Board and committee meetings are held immediately preceding and following the Annual Meeting, with directors attending the Annual Meeting. All of our directors attended last year’s Annual Meeting.

Engagement with Management. The Board and its committees provide feedback to management, and management is required to answer questions raised by the directors during Board and committee meetings. Our senior management meets regularly with the Board, including yearly reviews of each business’ long-term strategic plan and annual operating plan.

Director Education. Our Board believes that director education is vital to the ability of directors to fulfill their roles and supports Board members in their continuous learning. Directors may enroll in continuing education programs at Honeywell’s expense on corporate governance and critical issues associated with a director’s service on a public company board. Our Board also hears regularly from management on numerous subjects, including investor sentiments, shareowner activism, regulatory developments, data privacy, and cybersecurity. In addition, the Board periodically participates in site visits to Honeywell’s facilities. For example, in 2019, Board members visited Honeywell’s Aerospace facility in Deer Valley, Arizona, and participated in an in-depth demonstration of Honeywell Forge solutions.

Director Orientation. All new directors participate in our director orientation program during the first year on our Board. New directors receive an extensive suite of onboarding materials covering director responsibilities, corporate governance practices and policies, business strategies, leadership structure, and long-term plans. They then participate in a series of meetings over time with management representatives from all businesses and functional areas to review and discuss information about Honeywell’s strategic plans, financial statements, and key issues, policies, and practices. Based on feedback from our directors, we believe this graduated onboarding approach over the first year of Board service, coupled with participation in regular Board and committee meetings, provides new directors with a strong foundation for understanding our businesses, connects directors with members of management with whom they will interact, and accelerates their effectiveness to engage fully in Board deliberations. Directors have access to additional orientation and educational opportunities upon acceptance of new or additional responsibilities on the Board and in committees.

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Name

Audit

Corporate Governance and
Responsibility

Management Development
and Compensation

Mr. Angove

Mr. Ayer

Mr. Burke

Mr. Davis*

ex officio

ex officio

Ms. Deily

Chair

Ms. Flint

Sen. Gregg

Mr. Hollick

Ms. Lieblein

Chair

Gen. Odierno

Mr. Paz

Chair

Ms. Washington

I  AUDIT COMMITTEE

•  Consider the independence of, appoint (subject to shareowner approval), and be directly responsible for the compensation, retention, and oversight of the firm that serves as independent accountants to audit our financial statements and to perform services related to the audit; this includes resolving disagreements between the firm and management regarding financial reporting.

•  Review the scope and results of the audit with the independent accountants.

•  Review with management and the independent accountants, prior to filing, the annual and interim financial results (including Management’s Discussion and Analysis) to be included in Forms 10-K and 10-Q.

•  Consider the adequacy and effectiveness of our internal control over financial reporting and auditing procedures.

•  Review, approve, and establish procedures for the receipt, retention, and treatment of complaints received by Honeywell regarding accounting, internal control over financial reporting, or auditing matters and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

•  Monitor and provide risk oversight with respect to focus areas assigned to the committee from time to time by the Board, including cybersecurity, tax and liquidity management, product integrity and product security, vendor risk, operational business continuity, and crisis management.

•  Together with the full Board, exercise oversight over management’s enterprise risk management (ERM) process and assess whether mitigation strategies for the risks identified through the ERM process are adequate.

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I  CORPORATE GOVERNANCE AND

    RESPONSIBILITY COMMITTEE

    (CGRC)

• Identify and evaluate potential director candidates and recommend to the Board the nominees for election to the Board.

•  Review and make a recommendation to the Board regarding whether to accept a resignation tendered by a Board nominee who does not receive a majority of votes cast for his or her election in an uncontested election of directors.

•  Review annually and recommend changes to the Corporate Governance Guidelines.

•  Together with the Lead Director, lead the Board in its annual evaluation of the performance of the Board and its committees.

•  Review policies and make recommendations to the Board concerning the size and composition of the Board, qualifications and criteria for director nominees, director retirement policies, compensation and benefits of non-employee directors, conduct of business between Honeywell and any person or entity affiliated with a director, and the structure and composition of Board committees.

•  Monitor and provide risk oversight with respect to focus areas assigned to the committee from time to time by the Board, including political contributions and lobbying, regulatory compliance matters such as data privacy, integrity and ethics, geopolitical risk, and health, safety, environmental, product stewardship and sustainability.

•  Review Honeywell’s policies and programs relating to health, safety, and environmental matters, sustainability, political contributions and lobbying, and other matters, including the Company’s Code of Business Conduct, as may be brought to the attention of the committee regarding Honeywell’s role as a responsible corporate citizen.

Nomination of New Candidates. Potential director candidates meeting the criteria established by the CGRC and Lead Director are then identified either by reputation, existing Board members, or shareowners. The CGRC is also authorized, at the expense of Honeywell, to retain search firms to identify potential director candidates, as well as other external advisors, including for purposes of performing background reviews of potential candidates. Search firms retained by the CGRC shall be provided guidance as to the particular experience, skills, or other characteristics that the Board is then seeking. The CGRC may delegate responsibility for day-to-day management and oversight of a search firm engagement to the Chairman of the Board and/or the Senior Vice President, Human Resources, Security and Communications.

Re-nomination of Incumbents. To ensure that the Board continues to evolve and be refreshed in a manner that serves the changing business and strategic needs of Honeywell, before recommending for re-nomination a slate of incumbent directors for an additional term, the CGRC also evaluates whether incumbent directors possess the requisite skills and perspective, both individually and collectively. This evaluation is based primarily on the results of the annual review it performs with the Board of the requisite skills and characteristics of Board members, as well as the composition of the Board as a whole, and the results of the Board’s annual self-evaluation.

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I  MANAGEMENT DEVELOPMENT

    AND COMPENSATION COMMITTEE

    (MDCC)

•  Evaluate and approve executive compensation plans, policies, and programs, including review and approval of executive compensation-related corporate goals and objectives.

•  Sole authority to retain and terminate a compensation consultant to assist in the evaluation of CEO or senior executive compensation.

•  Review and approve the individual goals and objectives of the Company’s executive officers.

•  Evaluate the CEO’s performance relative to established goals and objectives and, together with the other independent directors, determine and approve the CEO’s compensation level.

•  Review and determine the annual salary and other remuneration (including incentive compensation and equity-based plans) of all other officers.

•  Review and discuss with management, the Compensation Discussion and Analysis and other executive compensation disclosure included in this Proxy Statement.

•  Produce the annual Committee Report included in this Proxy Statement.

•  Form and delegate any of its authorities to subcommittees when appropriate.

•  Review the management development program, including executive succession plans.

•  Review or take such other action as may be required in connection with the bonus, stock, and other benefit plans of Honeywell and its subsidiaries.

•  Monitor and provide risk oversight with respect to focus areas assigned to the committee from time to time by the Board, including succession planning, progress implementing diversity goals and objectives, retention and recruitment of key talent, employment practices and policies, workplace respect and culture, and workplace violence.

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Any other services provided to Honeywell by PM.

Fees received by PM from Honeywell as a percentage of PM’s total revenue.

Policies or procedures maintained by PM to prevent a conflict of interest.