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:

D. Scott Davis

Lead Director

April 9, 2021

Dear Shareowners,

In 2020, Honeywell, along with nearly every other global organization, faced extraordinary disruptions to business and operations due to the COVID-19 pandemic. While the Company has and will continue to face challenges in the near term as the world comes to grips with a new normal, I have the utmost confidence in where the Company is headed.

I have been a part of Honeywell’s Board of Directors since 2005 and now have the privilege of serving our shareowners, customers, suppliers, employees, and communities as Lead Director. As Lead Director, I play 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 that the Board is providing independent oversight of management.

During one of the most challenging years in the Company’s history, I’ve been able to see firsthand how Honeywell rapidly created solutions to help people safely return to work – and adjust to the daily challenges we face. With unprecedented speed, the Company accelerated innovation to provide new safety solutions that helped businesses, entertainment, sports, and schools reopen during the pandemic.

Even in this ever-changing world, the Company and its Board remain steadfastly committed to the highest levels of environmental, social, and governance performance. The Board is highly engaged in ensuring that the Company’s approach to addressing environmental and social risks and opportunities are in alignment with our long-term strategy. The current Board and Honeywell’s management are laser-focused on making the world safer and more sustainable and have done so with your valuable feedback. I am proud of Honeywell’s ESG track record and encourage you to read our 2020 Corporate Citizenship Report, at https://hwll.co/csr2020, to learn more about what the Company has accomplished in the past year.

Honeywell remains one of the world’s largest and most admired companies – inventing and commercializing transformative technologies that address some of the most critical challenges in energy, safety, security, productivity, and urbanization. Darius and his leadership team continue to transform Honeywell into the world’s premier software-industrial company, and your diverse, independent, and highly-qualified Board has a strong mix of expertise and tenure to ensure active oversight and prudent governance while representing your interests both today and in the future.

I would like to thank Linnet Deily and Clive Hollick for their service to the Board, as they are both retiring after the 2021 Annual Meeting. Linnet and Clive have over 30 years of combined experience in serving the Company, and their insight and input have helped to shape Honeywell’s long-term strategy. It’s been an honor and pleasure to serve with them on Honeywell’s Board over the past 15 years, and I wish them all the best in their future endeavors.

Sincerely,

D. Scott Davis

Lead Director

TABLE OF

CONTENTS

01

|

Proposal 1: Election of Directors

Pg

9

Director Skills and Qualifications

9

Board Skillset Matrix

10

Commitment to Board Integrity, Diversity, and Independence

11

Nominees for Election

12

Nomination and Election Process

17

Shareowner Outreach and Engagement

19

Board Leadership Structure

21

Director Independence

22

Board’s Role in Risk Oversight

23

Board Practices and Procedures

25

Board Committees

26

Performance Culture

30

Commitment to A Sustainable Future

33

Honeywell Hometown Solutions

35

Political Engagement and Contributions

36

Elements of Compensation

37

2020 Director Compensation Table

38

Stock Ownership Guidelines

39

Our Named Executive Officers

42

Performance Summary

42

Our Compensation Program

45

2020 Compensation Summary

51

2020 Base Salary Decisions

53

2020 Annual Incentive Compensation Plan Decisions

53

2020 Long-Term Incentive Compensation Decisions

59

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

86

Independent Accounting Firm Fees

87

Non-Audit Services

87

Audit Committee Report

88

Board Recommendation

89

Other Business

91

Certain Relationships and Related Transactions

91

Stock Ownership Information

92

Notice and Access

93

Voting Procedures

93

Participation in the Annual Meeting

95

Shareowner Proposals and Board Nominees

95

Where Shareowners Can Find More Information

96

PROXY

SUMMARY

May 21, 2021, 10:30 a.m. EDT

The meeting will be held in virtual format only. Please visit www.virtualshareholdermeeting.com/HON2021

Shareowners as of March 26, 2021 are entitled to vote

To attend the virtual Annual Meeting of Shareowners online, vote, and submit questions during the meeting, you will need the 16-digit control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card (if you requested printed materials), or on the instructions that accompanied your proxy materials.

No. 1

Election of Directors

 FOR (each nominee)

p. 9

No. 2

Advisory Vote to Approve Executive Compensation

 FOR

p. 40

No. 3

Approval of Independent Accountants

 FOR

p. 87

No. 4

Shareowner Proposal-Shareholder Right to Act by Written Consent

 AGAINST

p. 89

Protected margin, driving sequential decremental margin improvement from 33% in the second quarter to 26% in the fourth quarter.

Deployed cost plans decisively, realizing $1.5 billion of year-over-year fixed cost savings.

Outperformed the market, delivering total shareowner returns more than double the Industrial Select Sector SPDR (XLI).

PROXY

SUMMARY

Honeywell paid for COVID-19 testing and treatment costs that are not covered by employees’ insurance and made paid sick time available up-front to U.S. non-exempt employees.

Established a $10 million employee relief fund for employees in financial distress and expanded access to well-being support programs and services, with regular communication from the Honeywell Medical Team.

Ramped up production of personal protective equipment to address unprecedented demand and added manufacturing capabilities around the world to produce millions of N95 masks to help support the urgent need for critical safety equipment.

Shifted operations at two chemical manufacturing sites in the U.S. and Germany to produce and donate hand sanitizer to government agencies in response to shortages created by the pandemic.

Supported the fight against COVID-19 by increasing production of other critical personal protective equipment such as safety eyewear and face shields, increasing production of sensors used in ventilators, and providing testing services to ventilator manufacturers.

Innovated rapidly to provide creative solutions for new areas of customer demand.

Launched an integrated set of Healthy Buildings solutions to help building owners improve the health of their building environments, operate more cleanly and safely, comply with social distancing policies, and reassure occupants that it is safe to return to the workplace.

Developed the Honeywell UV Cabin System to provide a safer and healthier air travel experience, significantly reducing certain viruses and bacteria on cabin surfaces.

Partnered with pharmaceutical and bio-tech customers in our Aclar healthcare packaging business to develop innovative packaging solutions for future COVID-19 therapies and vaccines and launched Aclar Edge bottles and vials that enable ultra-high moisture barrier without the limitations of glass.

Launched the Honeywell ThermoRebellion temperature monitoring solution, which can be rapidly deployed at the entryway of a factory, airport, distribution center, stadium or other commercial building to quickly and efficiently identify whether personnel exhibit an elevated temperature using advanced, infrared imaging technology and artificial intelligence algorithms.

Delivered double-digit recurring connected software sales growth and connected software margin that is accretive to overall Honeywell segment margin.

PROXY

SUMMARY

Announced the acquisition of Sparta Systems, a leading provider of enterprise quality management software (QMS), including a next-generation software as a service (SaaS) platform, for the life sciences industry. The acquisition further strengthens Honeywell’s leadership in industrial automation, digital transformation solutions, and enterprise performance management software. Sparta’s AI-enabled SaaS QMS offering will combine with Honeywell Forge and Experion^® Process Knowledge System to significantly enhance value for life sciences customers in the U.S., Europe, and Asia.

Acquired Sine Group, a technology and SaaS company that provides visitor management, workplace, and supply chain solutions that are readily accessible with mobile devices. Sine’s technologies will support a cloud-based mobile platform for Honeywell Forge, Honeywell’s enterprise performance management offering, and Sine’s software will augment Honeywell’s Connected Buildings offerings with expanded safety, security, and compliance capabilities.

Announced a partnership with SAP to create a joint cloud-based solution to improve buildings by streamlining and combining operational and business data. This enables customers to benefit from building performance optimization, including reduced carbon footprint and lower energy cost as well as improved tenant experience. This will be especially useful as buildings come back online in the midst of the COVID-19 pandemic and economic crisis as building owners are expected to focus on key performance indicators tied to enhanced occupant safety and reduced operating costs.

Announced a new partnership between Honeywell and Microsoft that will reshape the industrial workplace. Honeywell Forge and Microsoft Dynamics Field Service will provide cloud-based predictive solutions to building owners and operators through closed-loop maintenance workflows, and by strengthening business continuity and improving operational efficiency. Moving forward, the two companies are exploring more ways to bring innovation to customers by integrating Honeywell Forge Solutions with Microsoft Azure services such as Azure Digital Twins or Azure Edge capabilities.

Advanced the Company’s Integrated Supply Chain transformation initiative, which aims to drive over $0.5 billion in long-term, run-rate savings through improved material productivity, streamlined manufacturing footprint, and automation of procurement processes.

Reduced manufacturing square footage by 11% since 2018.

Invested over $20 million in robotics and automation to streamline processes, minimizing waste and maximizing yield; and planning to invest more in 2021 to drive meaningful improvements in year-over-year quality.

Embraced digitization to create end-to-end visibility into our supply chain, which makes the Company more agile and lean.

Leveraged Honeywell Forge to gain insights into manufacturing processes that can drive further improvements. These actions are helping to accelerate achievement of improved results for key metrics in the Company’s supply chain, including approximately $750 million of cumulative direct material productivity since 2018.

Standardized business models and deployed them on an enterprise-wide basis using the Honeywell Digital playbook to run the Company with data-driven decision making. The Company is on track to deliver $0.5 billion in run rate benefits across sales, productivity, and working capital improvements.

Reduced ERP systems, websites, applications, and call centers, driving significant benefits across the entire value chain, including creating greater transparency of information, simplifying IT architecture, and delivering a better customer experience.

Deployed a more coherent IT architecture, including platforms and infrastructure which enabled effective, seamless work-from-home capabilities across approximately 60 countries and nearly 80,000 employees.

PROXY

SUMMARY

PROXY

SUMMARY

PROXY

SUMMARY

10 of 11

nominees are independent

3 of 11

nominees are women

4 of 11

nominees are ethnically or racially diverse

3 of 11

nominees were born outside the United States

1 of 3

committees will be chaired by women

6 of 11

nominees have CEO experience

7.2

years average tenure

Nominee

Title

Committee Memberships

(effective May 21, 2021)

Darius Adamczyk

(Chairman and CEO)

Chairman and

Chief Executive Officer

Honeywell International Inc.

4

No

1

—  

D. Scott Davis

(Lead Director)

Retired Chairman and

Chief Executive Officer

United Parcel Service, Inc.

15

Yes

2

Audit

Ex officio: CGRC, MDCC

Duncan B. Angove

Managing Partner

Arcspring LLC

3

Yes

1

MDCC

William S. Ayer

Retired Chairman and

Chief Executive Officer

Alaska Air Group, Inc.

6

Yes

1

CGRC

MDCC

Kevin Burke

Retired Chairman, President

and Chief Executive Officer

Consolidated Edison, Inc.

11

Yes

1

Audit

Deborah Flint

President and Chief Executive Officer

Greater Toronto Airports Authority

1

Yes

1

CGRC

Judd Gregg

Former Governor and

U.S. Senator of New Hampshire

10

Yes

2

Audit

CGRC (Chair)*

MDCC

Grace D. Lieblein

Former Vice President-Global Quality

General Motors Corporation

8

Yes

3

MDCC (Chair)

CGRC

Raymond T. Odierno

Retired Four-Star General and
Former Chief of Staff

United States Army

1

Yes

2

CGRC

George Paz

Retired Chairman and

Chief Executive Officer

Express Scripts Holding Company

12

Yes

2

Audit (Chair)

CGRC

Robin L. Washington

Former Executive Vice President and

Chief Financial Officer

Gilead Sciences, Inc.

8

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 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, the Company’s 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 represents 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. We use operational metrics for incentive compensation plans (ICP) and performance-based long term incentives. (LTI) to drive top and bottom-line growth over multiple time frames.

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.

Claw Back Practices. Allow for recoupment of incentive compensation for a significant financial restatement.

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 Excise Tax Gross-Ups and No Accelerated Bonus Payments Upon 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 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 shareowner interests.

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 Excessive Risks. Compensation practices are appropriately structured and avoid incentivizing employees to engage in excessive risk-taking.

Options Granted at FMV. Annual stock options awarded to all executives (including the NEOs) are approved by the MDCC on the same day, with an exercise price no less than the fair market value of Honeywell’s common stock on the date of grant.

No Options Repricing. We prohibit repricing (reduction in exercise price or exchange for cash or other consideration) or reloading of stock options.

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

No 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⁾

2020-2022

Performance

Plan Units⁽²⁾

Stock

Options⁽³⁾

Restricted

Stock
Units⁽⁴⁾

Total Annual

Direct

Compensation

Darius Adamczyk

Gregory P. Lewis

Anne T. Madden

Rajeev Gautam

John F. Waldron

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 in 2020.

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 International Inc. 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 Honeywell acquired Metrologic, Inc., where he was the Chief Executive Officer. 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

Managing Partner, Arcspring LLC

About

Since 2019, Mr. Angove has been the Managing Partner of Arcspring LLC, a next-generation private equity firm that combines capital, technology, operational expertise, and design-thinking to unlock exponential growth. 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. From 2005 to 2010, 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. 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, mergers and acquisitions, 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 company recognized for its best-in-class operating metrics among U.S. air carriers

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

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

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 Edison in 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 Directors 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 35 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

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 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 Mitigation at Airports and served as a federal appointee to the U.S. 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

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

JUDD

GREGG

Former

Governor and

U.S. Senator of

New Hampshire

About

Sen. Gregg spent over three decades in public office, most recently serving as the U.S. 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 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 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 serves as a director of Evoqua Corporation, and he 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

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 and

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 approximately 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 until its acquisition by Cigna in December 2018, as Chief Executive Officer from April 2005 to May 2016, and as President from October 2003 to February 2014. 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 is a director of Prudential Financial, Inc. Mr. Paz previously served on the Board of Directors of the Federal Reserve Bank of St. Louis, Missouri.

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, including 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.

CORPORATE

GOVERNANCE

•  Created independent Lead Director role

•  Changed 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 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 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 current strategy

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

•  Nominated a new director for election to the Board by 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 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

•  Signed the Business Roundtable Statement of Corporate Purpose

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

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

•  Enhanced political contributions disclosure, including disclosure of trade associations receiving membership dues in excess of $50,000 along with the non-deductible portion of dues paid

•  Established a Global Inclusion and Diversity Steering Committee co-sponsored by the Company Chairman and CEO; fortified our inclusion and diversity governance structure to embed Inclusion & Diversity Councils within each business group

•  Implemented diversity of slate requirement when hiring externally for any exempt role in the U.S. or for any management, professional, or senior administrative role globally, with exceptions subject to human resources leadership approval

• Established a Honeywell Political Action Committee Advisory Board and governance process to review proposed contributions to ensure alignment with the Company’s fundamental principles

• Adopted Sustainability Accounting Standards Board (SASB) and Task Force on Climate-Related Financial Disclosures (TCFD) reporting frameworks; disclosure included in 2020 Corporate Citizenship Report

CORPORATE

GOVERNANCE

CORPORATE

GOVERNANCE

In 2020, conversations with shareowners focused on the following key areas:

• Honeywell’s response to the COVID-19 pandemic, including the Company’s focus on prioritizing the health and safety of our employees, dedicating resources to support our communities, and innovating to address our customers’ needs.

• Update on progress made on three key initiatives – Honeywell Connected Enterprise, Integrated Supply Chain Transformation, and Honeywell Digital.

• Honeywell’s performance culture, including its commitment to the fundamental principles of Integrity and Ethics, Inclusion and Diversity, and Workplace Respect, and the importance of the Honeywell Behaviors.

• Honeywell’s governance practices, including its executive compensation program and Board composition, diversity, and refreshment.

•  Honeywell’s commitment to proactively addressing environmental and social risks and opportunities through a robust sustainability governance framework.

•  Honeywell’s continued investment in developing solutions that improve environmental and social outcomes for customers and communities.

•  Corporate citizenship through Honeywell Hometown Solutions and our STEM education, inclusion and diversity, and humanitarian relief initiatives.

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

one-on-one or small-
group shareowner
meetings hosted by
the Company’s
Chairman and CEO
to discuss business
performance and seek
feedback

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

COVID-19 Response. High marks received for our support of employees and communities.

Board Composition. Continued interest in Board refreshment and the use of a nuanced skillset matrix to identify candidates.

Enhanced Sustainability Disclosure. Acknowledgement of our SASB/TCFD-aligned disclosure and focus on sustainable opportunities.

Political Lobbying Disclosure. Positive feedback on enhanced political lobbying disclosure, including our disclosure of trade association memberships.

Inclusion and Diversity. High level of interest in Honeywell’s inclusion and diversity initiatives and strategies.

CORPORATE

GOVERNANCE

The benefits of a unified leadership structure during a period when Honeywell was 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 the Company can deploy its 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.

Honeywell’s 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 the 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.

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.

CORPORATE

GOVERNANCE

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 (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 0.0015% 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 directors in connection with the preparation of this Proxy Statement.

CORPORATE

GOVERNANCE

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 its 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 slowdown in economic growth

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

• M&A transactions, including 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 the Company’s 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, including data privacy, sanctions, export, and government contracts

• 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

• Inclusion and diversity

• Workplace respect and culture

• Workplace violence

CORPORATE

GOVERNANCE

CORPORATE

GOVERNANCE

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 encouraged to suggest items for inclusion on future agendas.

Number of Meetings and Attendance. In 2020, the Board held seven 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 of which they are members was 99.5%. 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 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 receives in advance the written material to be considered at every meeting of the Board and of the committees on which he or she is a member and can provide comments and suggestions.

Objective. The Board and each of its committees conduct a comprehensive evaluation of their effectiveness throughout the year. Committee members can provide input directly to the Lead Director, committee chairs or 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.

CORPORATE

GOVERNANCE

Annual Shareowner Meeting Attendance. Honeywell’s Corporate Governance Guidelines encourage all directors to attend our Annual Meeting of Shareowners. All of its directors attended last year’s virtual 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. Honeywell’s 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. The 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 2020, Board members visited Honeywell’s Safety and Productivity Solutions facility in Charleston, South Carolina.

Director Orientation. All new directors participate in the Company’s director orientation program during the first year on the 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. Participation in regular Board and committee meetings also provide new directors with a strong foundation for understanding Honeywell’s 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 or its committees.

Name

Audit

Corporate Governance and
Responsibility

Management Development
and Compensation

Mr. Angove

Mr. Ayer

Mr. Burke

Mr. Davis*

ex officio

ex officio

Ms. Flint

Sen. Gregg

Chair

Ms. Lieblein

Chair

Gen. Odierno

Mr. Paz

Chair

Ms. Washington

CORPORATE

GOVERNANCE

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 the ERM process and assess whether mitigation strategies for the risks identified through the ERM process are adequate.

Audit Committee Oversight of Independent Accountants. The Audit Committee seeks to ensure the exercise of appropriate professional skepticism by the independent accountants by reviewing and discussing, among other things, management and auditor reports regarding significant estimates and judgments and the results of peer quality review and Public Company Accounting Oversight Board inspections of the independent accountants. The Audit Committee also reviews and pre-approves all audit and non-audit services provided to Honeywell by the independent accountants to determine that such services would not adversely impact auditor independence and objectivity. The Audit Committee also holds separate executive sessions at each in-person meeting with representatives of our independent accountants and with Honeywell’s Chief Financial Officer and Vice President of Corporate Audit.

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.

CORPORATE

GOVERNANCE

Evaluation and Nomination of Director Candidates. Primary responsibility for identifying and evaluating director candidates and for recommending re-nomination of incumbent directors resides with the CGRC, which consists entirely of independent directors under applicable SEC rules and NYSE listing standards. Honeywell’s independent Lead Director also is formally charged with responsibility for new director recruitment, including the responsibility of working with the Chairman and CEO, CGRC, and the full Board to help identify and prioritize the specific skill sets, experience, and knowledge that director candidates must possess. The CGRC and Lead Director then establish criteria for director nominees based on these inputs.

Nomination of New Candidates. Potential director candidates meeting the criteria established by the CGRC and Lead Director are 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 are 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 and/or the Senior Vice President and Chief Human Resources Officer.

Re-nomination of Incumbents. To ensure that the Board continues to evolve in a manner that serves the changing business and strategic needs of the Company, 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.

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 the MDCC’s 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.

CORPORATE

GOVERNANCE

Compensation Committee Interlocks and Insider Participation. During fiscal year 2020, all members of the MDCC were independent directors, and no member was an employee or former employee of Honeywell. No MDCC member had any relationship requiring disclosure under “Certain Relationships and Related Transactions” on page 91 of this Proxy Statement. During fiscal year 2020, none of the Company’s executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on the MDCC.

Administration of Executive Compensation Program. The MDCC administers the executive compensation program, including determination of the elements of the program and their relative weighting, incentive compensation plan targets, and award amounts. When administering the program, the MDCC considers recommendations from senior management regarding the overall executive compensation program and the individual compensation of the executive officers. As part of Honeywell’s annual planning process, the CEO, CFO, and Chief Human Resources Officer develop targets for Honeywell’s incentive compensation programs and present them to the MDCC. These targets are reviewed by the MDCC to ensure alignment with our strategic and annual operating plans, macroeconomic trends, and other identified opportunities and risks. The CEO recommends base salary adjustments and cash and equity incentive award levels for Honeywell’s other executive officers. These recommendations are based on performance appraisals (including an assessment of the achievement of pre-established financial and non-financial management objectives) together with a review of supplemental performance measures and prior compensation levels relative to performance.

Retention of Independent Compensation Consultant. The MDCC has sole authority to retain a compensation consultant to assist the MDCC in the evaluation of CEO, officer and other senior executive compensation, but only after considering all factors relevant to the consultant’s independence from management. In addition, the MDCC is directly responsible for approving the consultant’s compensation, evaluating its performance, and terminating its engagement. Under the MDCC’s established policy, its consultant cannot provide any other services to Honeywell without the MDCC’s approval, as delegated to the MDCC Chair. Since October 2009, the MDCC has retained Pearl Meyer (PM) as its independent compensation consultant.

Any other services provided to Honeywell by PM.

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

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

Any business or personal relationship between the individual PM consultants assigned to the Honeywell relationship and any MDCC member.

Any business or personal relationship between the individual PM consultants assigned to the Honeywell relationship, or PM itself, and Honeywell’s executive officers.

Any Honeywell stock owned by PM or the individual PM consultants assigned to the Honeywell relationship.

CORPORATE RESPONSIBILITY

AND SUSTAINABILITY

The Corporate Governance and Responsibility Committee (CGRC) has primary jurisdiction for managing risks and opportunities associated with E&S, meeting at least once a year with the Corporate Vice President of Health, Safety, Environment, Product Stewardship, and Sustainability (HSEPS), the Senior Vice President for Government Relations, the Senior Vice President and Chief Human Resources Officer and other leaders with responsibility for E&S to review and discuss various E&S topics.

Direct Audit Committee and Board engagement with E&S risk areas through a robust and comprehensive Enterprise Risk Management program.

Direct Board engagement on select E&S topics. In the past 12 months, management has presented to the Board on a variety of E&S initiatives such as employee diversity, sexual harassment prevention, safety, business continuity, and environmental matters.

Feedback from engagement with shareowners. The Board values shareowners’ perspectives on corporate responsibility and sustainability, and the Company (oftentimes with our Lead Director or CGRC Chair) engages directly with shareowners throughout the year to discuss activities, goals and achievements in these areas and to hear shareowners’ views and suggestions so that the feedback can be provided to directors.

CORPORATE RESPONSIBILITY

AND SUSTAINABILITY

Reinforced its commitment to I&D and our zero-tolerance policy on discrimination in a video featuring its Chairman and CEO and our Senior Vice President and General Counsel and through a series of town hall meetings conducted company-wide; the Company continues to emphasize this message through training programs and regular communications.

Deployed mandatory unconscious bias training to our global workforce to educate and influence behavior.

Established a Global Inclusion and Diversity Steering Committee co-sponsored by Honeywell’s Chairman and CEO and fortified its inclusion and diversity governance structure by embedding I&D Councils in each business group. The re-designed governance structure provides a scalable model that supports the Company’s six affinity group employee networks for women, Black, Hispanic, veteran, LGBTQ and disabled employees and facilitates the introduction of new networks to reflect the diverse characteristics of Honeywell’s workforce.

Entered a five-year corporate sponsorship with the National Museum of African American History and Culture in Washington, D.C. Part of the Smithsonian Institution, this museum hosts millions of visitors each year and focuses on the richness, diversity and resiliency of the African American experience. This partnership enables robust learning and virtual volunteering opportunities for Honeywell employees of all races and backgrounds.

CORPORATE RESPONSIBILITY

AND SUSTAINABILITY

Sponsored the Carolina Youth Coalition, a nonprofit organization that prepares high-achieving, under-resourced high school students to get into, excel at, and graduate from college.

Continued to expand recruitment efforts at diversity conferences and historically Black colleges and universities.

Established 2021 goals for each direct CEO staff officer that includes an annual objective of driving diversity within his or her organization.

Talent Acquisition. Honeywell provides training and resources to hiring managers to reinforce their role in bringing diverse talent into the organization. The Company applies a “diversity of slate” requirement when hiring for any exempt role in the U.S. or for any management, professional, or senior administrative role globally. This means that all managers must interview at least one diverse candidate when hiring for these roles, and any exception must be reported to the responsible human resources leader for approval prior to filling the position. Senior management monitors compliance through the use of diversity scorecards. This approach helps ensure that women and people of color are represented as the Company selects the best candidate.

Talent Management. Honeywell launched its Women’s Advancement Program in 2019, which focuses on each participant’s career advancement and seeks to empower each class of women through workplace training and development opportunities and by expanding their internal networks for promotional opportunities. In 2020, Board member Robin Washington participated in the program kick-off meeting, underscoring the Board’s focus and commitment to this important initiative. In 2021, the Company expanded the program, which is now the Diversity Career Advancement Program, to include people of color.

Branding and Communication. To attract and retain diverse talent, the Company aims to showcase its culture and values as well as its commitment to inclusion and diversity. The Company’s #futureshapers brand campaign continues to focus on storytelling by a diverse “cast” of Honeywell employees and seeks to humanize the brand by authentically tying innovative solutions and technologies back to its talent and their work at Honeywell.

Strategic Partnerships. Honeywell is involved with a range of external professional organizations, including the Society of Women Engineers, the National Society of Black Engineers, the Society of Hispanic Engineers, the Anita Borg Institute, the Leadership Council on Legal Diversity, and Disability:IN. In 2019, the Company launched its partnership with the Executive Leadership Council, an organization that supports the development of global Black leaders by delivering programs for Black employees to develop skills for executive/C-Suite roles. Honeywell also partners with top academic institutions for their quality of programs and commitment to creating a diverse student population and future workforce.

Inclusive Leadership. Honeywell’s Chairman and Chief Executive Officer is a signatory to the Catalyst CEO Champions for Change Pledge. Joining Catalyst CEO Champions for Change was both a personal affirmation by Mr. Adamczyk and an organizational commitment to fostering an inclusive environment and advancing opportunities for women in the workplace. From the C-Suite to the shop floor, the Company’s leaders are expected to exemplify behaviors that promote an open and inclusive culture, and Honeywell helps managers develop this skill as they do any other leadership skill though training programs, interactive learning, and real-time events.

CORPORATE RESPONSIBILITY

AND SUSTAINABILITY

Protects its people and the environment;