Filed by the Registrant | ☒ | Filed by a Party other than the Registrant | ☐ |
☐ | Preliminary Proxy Statement | ||||
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
☒ | Definitive Proxy Statement | ||||
☐ | Definitive Additional Materials | ||||
☐ | Soliciting Material under §240.14a-12 |
☒ | No fee required. | ||||
☐ | Fee paid previously with preliminary materials. | ||||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
DEAR SHAREOWNERS, I've had the privilege of serving as Honeywell's independent Lead Director for the past | D. SCOTT DAVIS Lead Director | |||||||
With my tenure as Lead Director concluding at the upcoming annual meeting, I'd like to share perspectives on Honeywell's impressive growth and express my strong confidence in the Company's future. The Company's recent segment realignment to focus on three key megatrends — automation, the future of aviation, and energy transition — all underpinned by digitalization will enable Honeywell to drive innovation and growth across our portfolio. Vimal Kapur and his team of Futureshapers have the full support of the Board as they continue to drive business growth and future value creation for our shareowners. The Board is unified in its view that Vimal will provide decisive strategic leadership and strong execution of Honeywell's growth plans, capital deployment, portfolio optimization, succession planning, and continuing operational excellence. Board refreshment has been a priority over the past several years. In the last five years, we have added five new directors to the Board, including Michael W. Lamach, who joined us in 2023. Mike has extensive management expertise with more than 30 years as a senior executive in several leadership positions, including CEO, at Trane Technologies, Ingersoll Rand, and Johnson Controls. His significant experience and strong reputation for driving growth, and sustainable value creation, and innovative leadership across multiple industrial sectors will help drive our transformation. William S. Ayer, retired Chairman and Chief Executive Officer of Alaska Air Group, will become our independent Lead Director after my term ends at the annual meeting. Throughout his tenure at Alaska Air, Bill's leadership was marked by a management style that prioritized customer focus, continuous improvement, and the establishment of a culture centered around safety, innovation, sustainability, and diversity. This approach fostered long-term, sustained success, which, together with his profound knowledge of the aerospace industry, will be instrumental as we embark on the next chapter. As we approach Darius Adamczyk's retirement from the Board, I would like to thank Darius for his leadership and numerous contributions to position Honeywell for growth. His vision and commitment while navigating an unprecedented period of global crisis and uncertainty will enable Honeywell to continue delivering for our shareowners while executing the next stage of our transformation. As my term ends, I thank you for the privilege of serving as your Lead Director over the past four years. I’m excited about what the future holds here at Honeywell. Sincerely, D. SCOTT DAVIS Lead Director |
2024 NOTICE AND PROXY STATEMENT | | 1 |
VOTE BY TELEPHONE In the U.S. or Canada, you can vote your shares by calling 800-690-6903. You will need the 16-digit control number on the Notice of Internet Availability or your proxy card. VOTE BY INTERNET You can vote your shares online at www.proxyvote.com. You will need the 16-digit control number on the Notice of Internet Availability or your proxy card. VOTE BY SCANNING You can vote your shares online by scanning the QR code on your proxy card. You will need the 16-digit control number on the Notice of Internet Availability or your proxy card. Additional software may need to be downloaded. VOTE BY MAIL You can vote by mail by marking, dating, and signing your proxy card or voting instruction form, and returning it in the postage-paid envelope. VOTE DURING THE VIRTUAL MEETING OF SHAREOWNERS You can vote your shares during the virtual meeting. You will need the 16-digit control number on the Notice of Internet Availability or your proxy card. | |||||||||||
DATE: | May 14, 2024 | ||||||||||
TIME: | 10:30 a.m. EDT | ||||||||||
PLACE: | www.virtualshareholdermeeting.com/ HON2024 The meeting will be held in virtual format only. Please see page | ||||||||||
RECORD DATE: | Close of business on | ||||||||||
MEETING AGENDA •Election to the Board of Directors of the •An advisory vote to approve executive •Approval of the appointment of Deloitte & Touche LLP as independent accountants for •If properly raised, •Transact any other business that may properly come before the IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS The Securities and Exchange Commission’s “Notice and Access” rule enables Honeywell to deliver a Notice of Internet Availability of Proxy Materials to shareowners in lieu of a paper copy of the Proxy Statement, related materials, and its Annual Report to Shareowners. It contains instructions on how to access the Proxy Statement and Shares cannot be voted by marking, writing on, and/or returning the Notice of Internet Availability. Any Notices of Internet Availability that are returned will not be counted as votes. Honeywell encourages shareowners to vote promptly as this will save the expense of additional proxy solicitation. Shareowners of record on the record date are entitled to vote online at the virtual meeting or prior to the meeting, by telephone, by mail, online at www.proxyvote.com, or by scanning the QR code on your proxy card. MEETING ADMISSION You are entitled to attend the virtual Annual Meeting of Shareowners, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/ This Notice of Annual Meeting of Shareowners and related By Order of the Board of Directors, Corporate Secretary | |||||||||||
2 | | |
Reconciliation, notes, and definitions of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found on page | |||||||||||||||||
its subsidiaries. |
2024 NOTICE AND PROXY STATEMENT | |
BUILDING AUTOMATION | ||||||||||||||||||||||
Solutions to make air travel safer, more efficient, and more environmentally responsible, including | ||||||||||||||||||||||
Hardware, software, and analytics to help improve quality of life and create safer, more efficient, more sustainable, and more productive facilities | Advanced materials and industrial software that are enabling a more sustainable world, including low-global-warming-potential (GWP) molecules and biofuels for aviation |
HONEYWELL CONNECTED ENTERPRISE Honeywell Forge includes a mix of software products and enabling services across our segments that help companies use operational data to drive insights that improve processes, enhance productivity, support sustainability initiatives, and empower workers. | ||||||||||||||
| 2024 NOTICE AND PROXY STATEMENT |
SEGMENT MARGIN | ADJUSTED EARNINGS PER SHARE(1) | ADJUSTED FREE CASH FLOW ($B)(2) | |||||||||
Cumulative 10-year TSR exceeded the Compensation Peer Groupmedian by a multiple of |
2024 NOTICE AND PROXY STATEMENT | | 5 |
TOTAL HONEYWELL - LONG TERM FINANCIAL GOALS | |||||
4%–7% Organic Sales Growth | >35% Recurring Revenue | ||||
>40% Gross Margin | >25% Segment Margin | ||||
40 bps–60 bps Segment Margin Expansion | 8%–12% Adj. Earnings Per Share Growth | ||||
Mid-Teens+ Free Cash Flow Margin | $25B+ 2023–2025 Capital Deployment |
6 | | |
2024 NOTICE AND PROXY STATEMENT | | 7 |
YEAR IN REVIEW |
| 2024 NOTICE AND PROXY STATEMENT |
Our people, our communities, and the environment | Sustainable growth and accelerated productivity | Technologies that expand the sustainable capacity of our world | |||||||||||||||||||||||||||
WE PROTECT | WE ACHIEVE | WE DEVELOP |
PATH TO CARBON NEUTRALITY | •Committed to be carbon neutral in Honeywell's operations and facilities by • •Science-based target approved by • • | ||||||||||
10-10-10 GOALS BY 2024 | •Reduce global Scope 1 and •Deploy at least 10 renewable energy •Achieve certification to ISO 50001 Energy Management Standard at 10 • | ||||||||||
SUSTAINABLE OPERATIONS | •Over 90% •Approximately 70% • • •Safety record >4x better than the weighted average total case incident rate (TCIR) of the industries in which Honeywell • | ||||||||||
ESG-ORIENTED OFFERINGS | •Decades-long history of innovation to help customers meet their ESG-oriented •~60% of •>60% of •Honeywell | ||||||||||
2024 NOTICE AND PROXY STATEMENT | |
| 2024 NOTICE AND PROXY STATEMENT |
TIME AND DATE | |||||
PLACE | The meeting will be held in virtual format only. Please visit www.virtualshareholdermeeting.com/ | ||||
RECORD DATE | Shareowners as of | ||||
ADMISSION | To attend the virtual Annual Meeting of Shareowners (the Annual Meeting) 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 |
Proposals | Recommended Vote | Page | |||||||||
No. 1 | Election of Directors | FOR | |||||||||
No. 2 | Advisory Vote to Approve Executive Compensation | FOR | |||||||||
No. 3 | Approval of Independent Accountants | FOR | |||||||||
No. 4 | Shareowner Proposal | AGAINST | |||||||||
2024 NOTICE AND PROXY STATEMENT | |
PROPOSAL 1 | FOR each nominee | |||||||
•Elect the •Nominees were individually and collectively assessed against a Board | ||||||||
Director Nominee | Director Nominee | Years of Service | Independent | No. of Current Public Company Boards (Including Honeywell) | Committee Memberships (Effective April 25, 2022) | Director Nominee | Years of Service | Independent | No. of Current Public Company Boards (Including Honeywell) | Committee Memberships (As of May 14, 2024) | ||||||||||||||||||||||||||||||||||||||||||
Audit | CGRC | MDCC | Audit | CGRC | MDCC | |||||||||||||||||||||||||||||||||||||||||||||||
Darius Adamczyk Chairman and CEO Honeywell International Inc. | 5 | No | 2 | |||||||||||||||||||||||||||||||||||||||||||||||||
D. Scott Davis (Lead Director) Retired Chairman and CEO United Parcel Service, Inc. | 16 | Yes | 2 | n | ex officio | ex officio | ||||||||||||||||||||||||||||||||||||||||||||||
Duncan B. Angove Managing Partner Arcspring LLC | 4 | Yes | 1 | n | ||||||||||||||||||||||||||||||||||||||||||||||||
William S. Ayer Retired Chairman and CEO Alaska Air Group, Inc. | 7 | Yes | 1 | n | n | Duncan B. Angove CEO Blue Yonder Group, Inc. | 6 | Yes | 1 | n | n | |||||||||||||||||||||||||||||||||||||||||
Kevin Burke Retired Chairman, President and CEO Consolidated Edison, Inc. | 12 | Yes | 1 | n | William S. Ayer (Incoming Lead Director) Retired Chairman and CEO Alaska Air Group, Inc. | 9 | Yes | 1 | ex officio | n | ex officio | |||||||||||||||||||||||||||||||||||||||||
Deborah Flint President and CEO Greater Toronto Airports Authority | 2 | Yes | 1 | n | ||||||||||||||||||||||||||||||||||||||||||||||||
Rose Lee President and CEO Cornerstone Buildings Brands | 0 | Yes | 2 | n | ||||||||||||||||||||||||||||||||||||||||||||||||
Grace D. Lieblein Former Vice President-Global Quality General Motors Corporation | 9 | Yes | 3 | n | n | |||||||||||||||||||||||||||||||||||||||||||||||
George Paz Retired Chairman and CEO Express Scripts | 13 | Yes | 2 | n | n | n | ||||||||||||||||||||||||||||||||||||||||||||||
Robin L. Washington Former Executive Vice President and CFO Gilead Sciences | 9 | Yes | 4 | n | ||||||||||||||||||||||||||||||||||||||||||||||||
Deborah Flint President and CEO Greater Toronto Airports Authority | 4 | Yes | 1 | n | n | |||||||||||||||||||||||||||||||||||||||||||||||
Rose Lee President and CEO Cornerstone Building Brands, Inc. | 2 | Yes | 1 | n | ||||||||||||||||||||||||||||||||||||||||||||||||
Grace Lieblein Former Vice President-Global Quality General Motors Corporation | 11 | Yes | 2 | n | n | |||||||||||||||||||||||||||||||||||||||||||||||
Audit | Audit Committee | n | Chair | ||||||||
CGRC | Corporate Governance and Responsibility Committee | n | Member | ||||||||
MDCC | Management Development and Compensation Committee |
| 2024 NOTICE AND PROXY STATEMENT |
4 of | 5 of | 1 of 3 | ||||||||||||||||||
nominees are independent | nominees are women | nominees are ethnically or racially diverse | nominees were born outside the United States | committees are chaired by women | nominees have CEO experience | years average tenure | ||||||||||||||
SHAREOWNER EMPOWERMENT AND ENGAGEMENT | DIVERSE AND INDEPENDENT BOARD OF DIRECTORS | BEST-IN-CLASS BOARD STRUCTURE AND PROCESSES | ||||||
15% threshold for shareowners to call a special Majority shareowner vote to amend Certificate of Incorporation and Annual election of all directors, with majority shareowner vote requirement in uncontested No poison pill; we will seek shareowner approval if a shareowner rights plan is Robust year-round shareowner engagement, with independent director 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 | All director nominees are independent, except our Leader in Board diversity relative to personal characteristics (4 women, Range of tenures enables balance between historical experience and fresh Skills and background aligned to our strategic No director may serve on more than four public company boards (including the Honeywell Board). Requirement to interview diverse candidates prior to selecting new Board | Independent Lead Director with expanded responsibilities elected by independent ESG oversight by the CGRC. Regular executive sessions of independent directors. Annual self-assessment to enable adequate Board refreshment and appropriate evolution of Board skills, experience, and Annual Director stock ownership guidelines require equity holdings of at least 5x annual cash retainer by non-employee directors. | ||||||
ROBUST OVERSIGHT OF RISKS AND OPPORTUNITIES | COMMITMENT TO CORPORATE RESPONSIBILITY | ||||
Robust Enterprise Risk Management (ERM) program to enable Board identification and monitoring of Purposeful inclusion of key risk areas on Board and/or committee Engagement with business leaders to review short-term plans, long-term strategies, and associated Incentive compensation not overly leveraged and with maximum payout caps and design features intended to balance pay for performance with the appropriate level of Robust stock ownership requirements and prohibitions against hedging and pledging Honeywell | Code of Business Conduct applies to all directors, officers, and employees, with 100% annual certification by officers and employees where permitted by Suppliers expected to comply with published Supplier Code of Business Conduct, including conflict minerals, anti-human trafficking, human rights, business integrity, and health, safety, and environmental Strong adherence to No use of corporate funds for political contributions; robust oversight of and transparency into political activities. | ||||
2024 NOTICE AND PROXY STATEMENT | |
PROPOSAL 2 | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | FOR | ||||||||||||
•Approve, on an advisory basis, the compensation of the Company's Named Executive Officers (NEOs). •Honeywell's executive compensation program appropriately aligns executive compensation with Company and individual | ||||||||||||||
Link to Strategy and Performance | Target Compensation Mix | |||||||||||||||||||
Element | Description | CEO(1) | Other NEOs | |||||||||||||||||
•Base salaries are determined based on scope of responsibility, years of experience, and individual performance. | •To attract and compensate | |||||||||||||||||||
COMPENSATION PLAN (ICP) | •80% based on formulaic determination against • •5% based on ESG metrics. | •To motivate and reward executives for achieving annual corporate, business unit, ESG, and functional goals in key areas of financial and operational performance. | ||||||||||||||||||
(PSUs) | • •Covers three-year •Relative | •Focuses executives on the achievement of specific long-term financial performance goals directly aligned with our operating and strategic plans. TSR portion | ||||||||||||||||||
• | •Directly aligns the | |||||||||||||||||||
UNITS (RSUs) | • | •Strengthens key executive retention over relevant time periods to ensure consistency and execution of long-term strategies. | ||||||||||||||||||
| 2024 NOTICE AND PROXY STATEMENT |
WHAT WE DO | WHAT WE DON'T DO | ||||
Pay for Performance Robust Performance Goals Clawback Policy — Expanded in 2023 to Incorporate Exchange Act Rule 10D-1 and Nasdaq Listing Rules Double Trigger in the Event of a Change in Control (CIC) Maximum Payout Caps for Incentive Plans Robust Stock Ownership Requirements Options Granted at Fair Market Value Independent Compensation Consultant | No Excessive Perks No Guaranteed Annual Salary Increases or Bonuses No Hedging or Pledging No Excise Tax Gross-Ups and No Accelerated Bonus Payments Upon a Change-in-Control No Incentivizing of Short-Term Results to the Detriment of Long-Term Goals and Results No Excessive Risks No Options Repricing No Consultant Conflicts |
NEO | NEO | Position | Base Salary | Annual Incentive Plan (ICP)(1) | 2021-2023 Performance Stock Units(2) | Stock Options(3) | Restricted Stock Units(4) | Total Annual Direct Compensation | NEO | Position | Base Salary | Annual Incentive Plan (ICP)(1) | 2023-2025 Performance Stock Units(2) | Stock Options(3) | Restricted Stock Units(4) | Total Annual Direct Compensation | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Darius Adamczyk | Chairman and CEO | $ | 1,675,616 | $ | 3,910,000 | $ | 7,502,309 | $ | 5,248,350 | $ | 2,229,920 | $ | 20,566,195 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vimal Kapur | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gregory P. Lewis | Gregory P. Lewis | SVP, Chief Financial Officer | $ | 830,493 | $ | 1,107,000 | $ | 2,359,083 | $ | 1,643,520 | $ | 689,248 | $ | 6,629,344 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Anne T. Madden | Anne T. Madden | SVP, General Counsel | $ | 869,458 | $ | 1,159,000 | $ | 2,359,083 | $ | 1,643,520 | $ | 689,248 | $ | 6,720,309 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Que Thanh Dallara | President and CEO, Honeywell Connected Enterprise | $ | 676,466 | $ | 804,000 | $ | 1,955,276 | $ | 1,364,250 | $ | 567,616 | $ | 5,367,608 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael R. Madsen | President and CEO, Aerospace | $ | 737,052 | $ | 827,000 | $ | 1,572,722 | $ | 1,094,610 | $ | 466,256 | $ | 4,697,640 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lucian Boldea(5) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
James Currier | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Darius Adamczyk |
PROPOSAL 3 | FOR | |||||||
•Approve Deloitte & Touche LLP (Deloitte) as independent accountants for Honeywell to audit its consolidated financial statements for •Honeywell's Board of Directors and its Audit Committee believe that the continued retention of Deloitte as the Company's independent registered public accounting firm is in the best interests of the Company and its |
2024 NOTICE AND PROXY STATEMENT | | 15 |
PROPOSAL 4 | SHAREOWNER PROPOSAL — Independent Board Chairman | AGAINST | ||||||
Shareowner proposal requests that the Board adopt an enduring policy requiring that two separate people will hold the office of the Chairman of the Board and the office of the CEO and that whenever possible, the Chairman of the Board shall be an independent director. •Honeywell's Board recommends “AGAINST” this proposal. •It is important for the Board to have the flexibility to determine the most effective leadership structure using its best business judgment in light of the Company's circumstances at any given time. •A one-size-fits-all leadership structure is not in the best interests of the Company or its shareowners. •An independent Lead Director will be maintained whenever the Chairman is not an independent director. •The roles, responsibilities, and authorities of the Company's independent Lead Director are equivalent to that of an independent Chairman, providing for an effective counterweight when the Chairman is not an independent director. •In 2024, the Board augmented the independent Lead Director role to include the right to approve all Board meeting agendas (in addition to already existing rights to unilaterally call a Board meeting and make agenda changes). •The Board understands the importance of Lead Director independence and has elected William S. Ayer, who has nine years of service on the Board, to serve as Lead Director, effective as of the Annual Meeting. •The Company sought shareowner feedback on this topic as part of its fall shareowner engagement program. In those discussions, shareowners representing over 65% of the shares held by the firms we spoke with indicated that they would not support an independent chair proposal. |
16 | | |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR |
2024 NOTICE AND PROXY STATEMENT | | 17 |
GLOBAL EXPERIENCE | |||||||||||||||||||||||||||||||||||||||||
Growing sales outside of the United States, particularly in what | |||||||||||||||||||||||||||||||||||||||||
REGULATED INDUSTRIES/ GOVERNMENT EXPERIENCE | Honeywell is subject to a broad array of government regulations, and demand for | ||||||||||||||||||||||||||||||||||||||||
INNOVATION AND TECHNOLOGY | With Honeywell’s transformation to a software-industrial company in the digital age, expertise in combining software programming capabilities with leading-edge physical products and domain knowledge is critical to opening and securing new growth paths for all of | ||||||||||||||||||||||||||||||||||||||||
MARKETING | Developing new markets for products and services is critical for driving growth. | ||||||||||||||||||||||||||||||||||||||||
INDUSTRIES, END MARKETS, AND GROWTH AREAS | Experience in industries, end markets, and growth areas that Honeywell serves enables a better understanding of the issues facing these businesses. These areas include our Commercial Aerospace, Industrial Productivity, Non-Residential, Oil and | ||||||||||||||||||||||||||||||||||||||||
ESG | Experience in environmental, social, and governance (ESG) matters enables management of ESG risks and opportunities as strategic business imperatives. With ESG at the forefront of Honeywell’s long-term strategy, it is important to have directors with expertise in products and solutions that support more sustainable outcomes, climate change drivers and impacts, corporate social responsibility, human capital management, inclusion and diversity, and corporate ethics. |
SENIOR LEADERSHIP EXPERIENCE | |||||||||||||||||||||||||||||
Experience serving as CEO or a senior executive as well as hands-on leadership experience in core management areas | |||||||||||||||||||||||||||||
PUBLIC COMPANY BOARD EXPERIENCE | Service on the boards and board committees of other public companies provides an understanding of corporate governance practices and trends and insights into board management, relations between the board, the CEO, and senior management, agenda setting, and successionplanning. | ||||||||||||||||||||||||||||
RISK MANAGEMENT | In light of the Board’s role in risk oversight and the Company’s robust Enterprise Risk Management (ERM) program, Honeywell seeks directors who can help identify, manage, and mitigate key risks, including cybersecurity, regulatory compliance, competition, brand integrity, human capital, sustainability, and intellectual property. | ||||||||||||||||||||||||||||
FINANCIAL EXPERTISE | The Company believes an understanding of finance, investment, mergers and acquisitions, and financial reporting processes is important for its directors to enable them to monitor and assess the Company’s operating and strategic performance and to ensure accurate financial reporting and robust controls. Honeywell seeks directors with background and experience in institutional investing, private equity, M&A, capital markets, corporate finance, accounting, and financial reporting. |
18 | | |
Global Experience | |||||||||||||||||||||||||||||||||||||||||||||||
Regulated Industries/ Government Experience | |||||||||||||||||||||||||||||||||||||||||||||||
Innovation and Technology | |||||||||||||||||||||||||||||||||||||||||||||||
Marketing | |||||||||||||||||||||||||||||||||||||||||||||||
Industries, End-Markets, and Growth Areas | |||||||||||||||||||||||||||||||||||||||||||||||
ESG | |||||||||||||||||||||||||||||||||||||||||||||||
Senior Leadership Experience ( Position Held) | Chair and CEO | Chair and CEO | CEO | Chair and CEO | Chair and CEO | CEO | Chair and CEO | CEO | VP | CFO | CEO | ||||||||||||||||||||||||||||||||||||
No. of Public Company Boards ( | 2 I 1 | 1I 0 | 1I | 1I 1 | 3I | 2I 1 | 4 I 2 | 1I 1 | |||||||||||||||||||||||||||||||||||||||
Risk Management | |||||||||||||||||||||||||||||||||||||||||||||||
Financial Expertise | |||||||||||||||||||||||||||||||||||||||||||||||
Gender | Male | Male | Male | Male | Male | Male | Female | Male | Female | Female | Female | Male | |||||||||||||||||||||||||||||||||||
Race/Ethnicity | White | White | Asian | White | White | White | Black | White | Asian | Hispanic | Black | White | |||||||||||||||||||||||||||||||||||
Technical | |||||
Managerial | |||||
Working industry. |
2024 NOTICE AND PROXY STATEMENT | | 19 |
DIVERSITY OF NOMINEES | TENURE | ||||||||
Female | Male | Non-Binary | Did Not Disclose Gender | ||||||||||||||||||||||||||||||
Female | Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||||||||||||||||||||
PART I: GENDER IDENTITY | PART I: GENDER IDENTITY | ||||||||||||||||||||||||||||||||
Directors | Directors | 4 | 6 | — | |||||||||||||||||||||||||||||
Directors | |||||||||||||||||||||||||||||||||
Directors | 4 | 8 | — | ||||||||||||||||||||||||||||||
PART II: DEMOGRAPHIC BACKGROUND | PART II: DEMOGRAPHIC BACKGROUND | ||||||||||||||||||||||||||||||||
African American or Black | |||||||||||||||||||||||||||||||||
African American or Black | |||||||||||||||||||||||||||||||||
African American or Black | African American or Black | 2 | — | 2 | — | ||||||||||||||||||||||||||||
Alaskan Native or Native American | Alaskan Native or Native American | — | Alaskan Native or Native American | — | |||||||||||||||||||||||||||||
Asian | Asian | 1 | — | Asian | 1 | — | |||||||||||||||||||||||||||
Hispanic or Latinx | Hispanic or Latinx | 1 | — | Hispanic or Latinx | 1 | — | |||||||||||||||||||||||||||
Native Hawaiian or Pacific Islander | Native Hawaiian or Pacific Islander | — | Native Hawaiian or Pacific Islander | — | |||||||||||||||||||||||||||||
White | White | — | 5 | — | White | — | 7 | — | |||||||||||||||||||||||||
Two or More Races or Ethnicities | Two or More Races or Ethnicities | — | Two or More Races or Ethnicities | — | |||||||||||||||||||||||||||||
LGBTQ+ | LGBTQ+ | — | LGBTQ+ | — | |||||||||||||||||||||||||||||
Did Not Disclose Demographic Background | Did Not Disclose Demographic Background | — | Did Not Disclose Demographic Background | — |
20 | | |
DARIUS ADAMCZYK EXECUTIVE CHAIRMAN, HONEYWELL INTERNATIONAL INC. | ||||||||||||||||||||
•Chairman of Honeywell International Inc. since April 2018. Retiring from the Board on June 7, 2024. •Served as Chairman and Chief Executive Officer of Honeywell International Inc. •Was President and Chief Executive Officer from March 2017 to April 2018 and Chief Operating Officer from April 2016 to March 2017. •Served as President and CEO of Honeywell Performance Materials and Technologies (PMT) from April 2014 to April 2016. •Served as President of Honeywell Process Solutions from 2012 to 2014 and as President of Honeywell Scanning and Mobility from 2008 to 2012. •Joined Honeywell in 2008 when Honeywell acquired Metrologic, Inc., where he was the Chief Executive Officer. •Previously held several general management assignments at Ingersoll Rand, served as a senior associate at Booz Allen Hamilton, and started his career as an electrical engineer at General Electric. | ||||||||||||||||||||
Years of Service: 7 | ||||||||||||||||||||
•Johnson & Johnson | PAST PUBLIC COMPANY BOARDS: •Garrett Motion Inc. | |||||||||||||||||||
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Senior leadership roles in global organizations, both large and small. •Deep understanding of software, both technically and commercially, and a proven track record in growing software-related businesses at Honeywell. •Demonstrated ability to deliver financial results as a leader in a variety of different industries, with disparate business models, technologies, and customers. • | ||||||||||||||||||||
DUNCAN B. ANGOVE CHIEF EXECUTIVE OFFICER, BLUE YONDER GROUP, INC. | |||||||||||||||||||
•Chief Executive Officer of Blue Yonder Group, Inc., a provider of digital supply chain and omnichannel commerce fulfillment cloud software, since July 2022. •Served as Managing Partner of Arcspring LLC, a next-generation private equity firm that combines capital, technology, operational expertise, and design-thinking to unlock exponential growth, • •Served as •Joined Oracle through its acquisition of Retek Inc., then a | |||||||||||||||||||
Years of Service: 6 •Management Development and Compensation OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •None | |||||||||||||||||||
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Senior technology industry leader with global operating experience, including in software and digital transformation, and skilled at driving value creation. •Deep understanding of the trends across enterprise cloud, infrastructure software, digital, and the Internet of Things, and the corresponding risks, including cybersecurity and data privacy compliance. •Extensive experience in corporate strategy, mergers and acquisitions, sales, marketing, and business and product development. | |||||||||||||||||||
2024 NOTICE AND PROXY STATEMENT | | 21 |
WILLIAM S. AYER RETIRED CHAIRMAN AND CHIEF EXECUTIVE OFFICER, ALASKA AIR GROUP, INC. | ||||||||||||||||||||
•Retired Chairman and Chief Executive Officer of Alaska Air Group, Inc. (Alaska Air Group), the parent company of Alaska Airlines and its sister carrier, Horizon Air. •Served as Chief Executive Officer of Alaska Air Group and its subsidiaries through 2012, and as Chairman through 2013. •A veteran of more than three decades in aviation, he began his career with Horizon Air in 1982, where he held a variety of marketing and operations positions. •Joined Alaska Airlines in 1995 as Vice President of Marketing and Planning, and subsequently held the posts of Senior Vice President, Chief Operating Officer, and President. Became Alaska Air Group’s Chief Executive Officer in 2002, and, in May 2003, he was appointed Chairman. •Previously served on the Board of Directors of the Seattle Branch of the Federal Reserve Bank of San Francisco. | ||||||||||||||||||||
Years of Service: 9 •Audit (ex officio) •Corporate Governance and Responsibility •Management Development and Compensation | ||||||||||||||||||||
•None PAST PUBLIC COMPANY BOARDS: •Alaska Air Group, Inc. •Puget Sound Energy, Inc. and Puget Energy, Inc. | ||||||||||||||||||||
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Deep aerospace industry knowledge as well as sales, marketing, and operations experience through his three decades of leadership roles at Alaska Air Group, a company recognized for its best-in-class operating metrics among U.S. air carriers. •Proven leadership skills in developing a business enterprise that can deliver •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. | ||||||||||||||||||||
•Retired Chairman, President, and Chief Executive Officer of Consolidated Edison, Inc. (Con Edison), a utility provider of electric, gas, and steam services. •Served as President and Chief Executive Officer from 2005 through 2013, and served as Chairman from 2006 through April 2014. •Joined Con Edison in 1973 and held positions of increasing responsibility in system planning, engineering, law, nuclear power, construction, and corporate planning, including Senior Vice President with responsibility for customer service and for Con Edison’s electric transmission and distribution systems, President of Orange and Rockland Utilities, Inc., a subsidiary of Con Edison, and Chief Executive Officer of Consolidated Edison Company of New York, Inc. •Member of the Board of Trustees of Consolidated Edison Company of New York, Inc. until May 2015. | ||||||||||||||||||||
Years of Service: 14 | ||||||||||||||||||||
•None | PAST PUBLIC COMPANY BOARDS: •Consolidated Edison, Inc. | |||||||||||||||||||
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Extensive management expertise gained through various executive positions, including senior leadership roles, at Con Edison. •Wealth of experience in energy production and distribution, energy efficiency, alternative energy sources, engineering and construction, government regulation, and development of new offerings. •Significant expertise in developing clean and renewable energy infrastructure technology used in clean energy, solar generation, and other •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. | ||||||||||||||||||||
22 | | |
D. SCOTT DAVIS RETIRED CHAIRMAN AND CHIEF EXECUTIVE OFFICER, UNITED PARCEL SERVICE, INC. | ||||||||||||||||||||
•Joined United Parcel Service, Inc. (UPS), a leading global provider of package delivery, specialized transportation, and logistics services in 1986. •Served as the non-Executive Chairman of UPS from September 2014 until May 2016 and as Chairman and Chief Executive Officer from January •Served as Vice Chairman starting December 2006 and as Senior Vice President, Chief Financial Officer, and Treasurer starting January 2001 prior to serving as Chairman and Chief Executive Officer. •Previously held various leadership positions •Served a critical role in helping UPS to reinvent itself into a technology company. •Chief Executive Officer of II Morrow Inc., a technology company and developer of general aviation and marine navigation instruments, prior to joining UPS. •A Certified Public Accountant. • | ||||||||||||||||||||
COMMITTEES:(1) •Audit (Chair) •Corporate Governance and OTHER CURRENT PUBLIC COMPANY BOARDS: •Johnson & Johnson PAST PUBLIC COMPANY BOARDS: •United Parcel Service, Inc. • | ||||||||||||||||||||
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Significant expertise in management, strategy, finance, and operations gained over 25 years at UPS, including through senior leadership roles. •Financial management expertise, including •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 | |||||||||||||||||||
•President and Chief Executive Officer of the Greater Toronto Airports Authority since April 2020. •Served as Chief Executive Officer of Los Angeles World Airports (LAWA) from June 2015 to March 2020, and had previously held roles of increasing responsibility at the Port of Oakland for 23 years. •Currently serves as a director on the Airport Council International World Board and is the Board Chair of the World Standing Safety and Technical Committee. •Previously served on President Obama’s Advisory Committee on Aviation Consumer Protection and as the Chair of the Oversight Committee of the Transportation Research Board’s Airport Cooperative Research Program. •Co-chaired the Blue Ribbon Task Force on UAS Mitigation at Airports and served as a federal appointee to the U.S. Department of Transportation’s Drone Advisory Committee. •Previously served on the Board of Directors of the Los Angeles Branch of the Federal Reserve Bank of San Francisco. | |||||||||||||||||||
Years of Service: Age: •Corporate Governance and Responsibility •Management Development and Compensation OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •None | |||||||||||||||||||
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Broad understanding of transportation networks and cybersecurity risk management. •Deep experience in critical infrastructure, connected buildings, and advanced security solutions. •Oversaw the fourth busiest passenger airport in the world, the largest airport police force in the United States, and the largest public works agreements in the history of Los Angeles. •Significant insight and experience in public and private partnerships. | |||||||||||||||||||
2024 NOTICE AND PROXY STATEMENT | | 23 |
VIMAL KAPUR CHIEF EXECUTIVE OFFICER, HONEYWELL INTERNATIONAL INC. | |||||||||||||||||||
• •Elected to the Company's Board of Directors in March 2023 and •Served as President and Chief Operating Officer of the Company from July 2022 until June 2023. •Served as President and CEO of Honeywell Performance Materials and Technologies (PMT) from July 2021 to October 2022. •Served as President and CEO of Honeywell Building Technologies from May 2018 to July 2021. •Served as President of Honeywell Process Solutions (HPS) from 2014 to 2018. •Joined Honeywell in 1989 and has held several leadership positions at the Company, including Vice President and General Manager of HPS' Advanced Solutions business and Managing Director for Honeywell Automation India Limited. | |||||||||||||||||||
Years of Service: 1 Age: 58 OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS:(1) •None | |||||||||||||||||||
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Deep knowledge of Honeywell's operating system, end markets, and customer needs gained through leadership across multiple business models, industries, regions, and business cycles during his 35-year tenure. •Demonstrated ability to drive key sustainability and digitalization initiatives and operational execution, while advancing the Honeywell Accelerator operating system. •Uniquely capable to drive Honeywell's ESG-oriented innovation and solidify Honeywell's position to lead in the energy transition. •Demonstrated ability to deliver financial results as a leader in a variety of different businesses, with disparate business models, technologies, geographies, and customers. •Strategic leadership skills necessary to evolve business strategies to meet the challenges of a constantly changing environment across Honeywell's diverse business portfolio. | |||||||||||||||||||
MICHAEL W. LAMACH FORMER EXECUTIVE CHAIR, TRANE TECHNOLOGIES PLC | ||||||||
BACKGROUND •Retired Chairman and Chief Executive Officer of Trane Technologies plc, a global climate innovator that has a portfolio of sustainable climate solutions, products, and services for the building, homes, and transportation industries. In 2020, Trane Technologies completed a spin-off of its industrial business (Trane Technologies was previously known as Ingersoll-Rand). •Served as Executive Chair of Trane Technologies from July 2021 until his retirement in December 2021, having previously served as both Chairman and Chief Executive Officer following the company's February 2020 separation from Ingersoll-Rand. •Served in a number of leadership roles after joining Ingersoll-Rand in 2004, including Chairman and Chief Executive Officer from June 2010 to February 2020. •Served for 17 years in a variety of management positions at Johnson Controls International, a global leader in smart, healthy, and sustainable buildings. | ||||||||
Years of Service: 0 Age: 60 COMMITTEES: •Audit OTHER CURRENT PUBLIC COMPANY BOARDS: •PPG Industries, Inc. •Nucor Corporation PAST PUBLIC COMPANY BOARDS: •Ingersoll-Rand •Trane Technologies plc •Iron Mountain Inc. | ||||||||
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Deep knowledge in sustainability, as well as engineering, mergers and acquisitions, and operations through his three decades of leadership roles at Trane Technologies, Ingersoll-Rand, and Johnson Controls. •Proven leadership in transforming Trane Technologies into a global leader in climate controls and climate-focused innovations for buildings, homes, and transportation. •Proven experience, reputation, and leadership skills in developing business enterprises across industrial sectors that can deliver growth, sustainable value creation, and innovation. | ||||||||
24 | | 2024 NOTICE AND PROXY STATEMENT |
ROSE LEE PRESIDENT AND CHIEF EXECUTIVE OFFICER, CORNERSTONE BUILDING BRANDS, INC. | |||||||||||||||||
BACKGROUND •President and Chief Executive Officer of Cornerstone Building Brands, Inc., a leading manufacturer of exterior building products in North America, since September 2021. •Served as President of the DuPont de Nemours, Inc. (DuPont) Water & Protection business, focusing on improving sustainability through the company’s water, shelter, and safety solutions, through August 2021. •Joined DuPont in 2015 as Global Business Director, DuPont™ •Previously spent 15 years with Saint-Gobain in a number of general management, strategic planning, and information technology roles, serving construction, transportation, energy, and defense sectors. •Held various engineering and management positions at Pratt & Whitney, a Raytheon Technologies company, andwas a senior consultant at Booz Allen Hamilton in New York City. •Previously served as a member of the Economic Advisory Council for the Federal Reserve Bank of Philadelphia and is a member of the Forum of Executive Women. | |||||||||||||||||
Years of Service: Age: •Management Development and Compensation | |||||||||||||||||
OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •Crown Holdings Inc. •Cornerstone Building Brands, Inc. | |||||||||||||||||
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Extensive ESG experience, including a focus on improving sustainability through water, shelter, and safety solutions and spearheading initiatives that have advanced minorities, women, and veterans. •Deep understanding of construction, transportation, energy, and defense sectors. •Significant knowledge of aerospace and mechanical engineering, and experience working on projects ranging from implementing lean manufacturing to designing a 3-D turbine for aircraft jet engines. •Unique blend of leadership skills and deep knowledge of operations and technology, cybersecurity risk management, and strategic planning. | |||||||||||||||||
GRACE LIEBLEIN FORMER VICE PRESIDENT, GLOBAL QUALITY, GENERAL MOTORS CORPORATION | |||||||||||||||||||
•Served as Vice President, Global Quality of General Motors Corporation (GM), a company that designs, manufactures, and markets cars, crossovers, trucks, and automobile parts worldwide, from November 2014 to March 2016. •Served in multiple leadership roles at GM, including Vice President, Global Purchasing and Supply Chain from December 2012 to November 2014, GM Brazil President and Managing Director from June 2011 until December 2012, GM Mexico President and Managing Director from January 2009 until June 2011, and Vehicle Chief Engineer from October 2004 to January 2009. •Joined GM in 1978 as a co-op student at the General Motors Assembly Division in Los Angeles and held a variety of leadership positions at GM in engineering, product development, and manufacturing. | |||||||||||||||||||
Years of Service: Age: •Management Development and Compensation (Chair) •Corporate Governance and Responsibility | |||||||||||||||||||
OTHER CURRENT PUBLIC COMPANY BOARDS: •American Tower Corporation PAST PUBLIC COMPANY BOARDS: •Southwest Airlines Co. | |||||||||||||||||||
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Wide-ranging management and operating experience gained through various executive positions during an extensive career at GM. •Significant expertise in supply chain management, global manufacturing, engineering, technology, and product design and development. •International business, operations, and finance experience gained through senior leadership positions in Brazil and Mexico. | |||||||||||||||||||
2024 NOTICE AND PROXY STATEMENT | |
• | ||||||||||||||||||||||||||
•Served as Chief Financial Officer of Hyperion Solutions, an enterprise software company that was acquired by Oracle Corporation in March 2007, from 2006 through 2007. •Previously spent nearly 10 years at PeopleSoft, a provider of enterprise application software, where she served in a number of executive positions, including Senior Vice President and Corporate Controller. •A Certified Public Accountant. | ||||||||||||||||||||
Years of Service: 11 | ||||||||||||||||||||
•Alphabet Inc. •Salesforce.com Inc. •Vertiv Group Corp. | PAST PUBLIC COMPANY BOARDS: •Tektronix, Inc. •MIPS Technologies, Inc. | |||||||||||||||||||
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Extensive management, operational, cyber, IT, and accounting experience in the healthcare and information technology industries. •Financial expertise, including in tax, financial reporting, accounting and controls, corporate finance, mergers and acquisitions, and capital markets. •Broad experience on corporate governance issues gained through public company directorships. | ||||||||||||||||||||
ROBIN WATSON FORMER CHIEF EXECUTIVE OFFICER, JOHN WOOD GROUP PLC | ||||||||
BACKGROUND •Served as Chief Executive Officer of John Wood Group PLC (Wood Group), an integrated engineering and consultancy company, spanning a variety of growing end markets in energy and the built environment, with a focus on sustainable technologies, from January 2016 until July 2022. •Served as Chief Operating Officer and an executive member of the Wood Group Board from January 2013 to January 2016. •Previously served as a director and senior manager at Petrofac, working in a variety of roles in service and investment delivery. •Began his career in management and engineering at Mobil Oil in the United Kingdom. •Has served as a Non-Executive Director at the UK Institute of Directors (a non-profit membership organization) since August 2021. •Is a chartered mechanical engineer and a Fellow of both the Institution of Mechanical Engineers and the Energy Institute. | ||||||||
Years of Service: 1 Age: 56 COMMITTEES: •Audit OTHER CURRENT PUBLIC COMPANY BOARDS: •None PAST PUBLIC COMPANY BOARDS: •John Wood Group PLC | ||||||||
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Wealth of experience in unlocking opportunities in carbon capture, hydrogen, bio-refining, minerals processing, and solar and wind energy. •Demonstrated experience in helping organizations deliver a more sustainable future. •Significant knowledge of mechanical engineering, industry experience, and service to international trade. •Extensive leadership and management experience with a well-established track record of implementing strategic change and operational delivery. | ||||||||
| 2024 NOTICE AND PROXY STATEMENT |
HISTORY OF PROACTIVELY RESPONDING TO SHAREOWNER FEEDBACK TO ENSURE BEST-IN-CLASS GOVERNANCE, COMPENSATION, AND DISCLOSURE PRACTICES | ||
Year | Enhancement | ||||||||
• | |||||||||
•Reduced the total number of public company boards on which any director may sit from five to •Formalized equivalency of independent Lead Director and independent Chairman •Amended committee charters to formalize areas of risk oversight | |||||||||
2020 | • •ESG reporting • | ||||
2021 | •Adopted formal requirement to interview diverse candidates prior to selecting new •Assigned responsibility for oversight of overall ESG performance, strategy, and risks to the •ESG considerations integrated into •Appointed Chief Sustainability Officer and Chief Inclusion and Diversity | ||||
2022 | •ESG added to Board •Political Contributions Advisory Board mandate expanded to include review of trade association •Publicly disclosed our EEO-1 Report and •Published inaugural Climate and Sustainability Lobbying Report. •Published inaugural Report on Due Diligence Processes to Identify and Address Environmental and Social Risks. •Assigned responsibility for oversight of employee well-being to the MDCC. | ||||
Year | Enhancement | ||||
2023 | •Enhanced the Report on Due Diligence Processes to Identify and Address Environmental and Social Risks to address Environmental Justice considerations in our processes. •Amended our Executive Stock Ownership Guidelines to exclude performance shares. •MDCC incorporated an ESG scorecard when assessing the qualitative portion of ICP for executive compensation. •Execution of successful leadership transition plan, with • •After evaluating industry standard defined attributes and input from independent consultants, MDCC added Cisco and Medtronic to •Science-based target that includes Scope 3 emissions validated by SBTi. | ||||
2024 | •Elected William S. Ayer to succeed D. Scott Davis as independent Lead Director in May. •Elected Vimal Kapur to succeed Darius Adamczyk as Chairman of the Board in June. •Independent Lead Director role augmented to include the right to approve all Board meeting agendas (in addition to already existing rights to unilaterally call a Board meeting and make agenda changes). •Audit Committee Charter amended to specify that the Chief Compliance Officer be invited to all committee meetings. •Assigned responsibility for oversight of artificial intelligence risk to the Audit Committee and oversight of environmental justice to the CGRC. •Enhancing environmental justice disclosure to include quantitative metrics and augment discussion of the Company's | ||||
2024 NOTICE AND PROXY STATEMENT | |
SHAREOWNER ENGAGEMENT IN Shareowner engagement during | ||||||||
The Company participates in numerous investor conferences and analyst | As part of Honeywell’s governance-focused shareowner engagement program, members of the Board, including the independent Lead Director, the CGRC Chair, and/or the MDCC Chair, participate in many | In addition, the Company’s Executive Chairman, > one-on-one or | ||||||
ANNUAL SHAREOWNER ENGAGEMENT | |||||||||||||||||
SPRING The Annual Report and Proxy Statement are distributed to shareowners. Management and members of the Board extend invitations to our largest shareowners to discuss | SUMMER Management reports to the Board on the just-ended proxy season, including a discussion on voting results and shareowner feedback. This discussion sets the agenda for Summer/Fall shareowner engagement. | FALL Management determines topics for upcoming shareowner discussions based on Board discussion, its review of | WINTER The Board implements governance changes, if appropriate, considering feedback from Fall engagement with shareowners. | ||||||||||||||
| 2024 NOTICE AND PROXY STATEMENT |
TOTAL CONTACTED Top 100 shareowners representing 58% of shares outstanding | TOTAL ENGAGED 28% of shares outstanding, held by 18 of our largest shareowners | DIRECTOR ENGAGED 25% of shares outstanding engaged by independent Lead Director, MDCC Chair, or CGRC Chair |
TOTAL CONTACTED Top 50 shareowners representing 52% of shares outstanding | TOTAL ENGAGED 21% of shares outstanding, held by 18 of our largest shareowners | DIRECTOR ENGAGED 20% of shares outstanding engaged by independent Lead Director, MDCC Chair, or CGRC Chair |
FALL 2023 SHAREOWNER ENGAGEMENT — SOUGHT FEEDBACK ON KEY FOCUS AREAS | ||||||||
• Executive Compensation: •Discussed the use of measurable ESG metrics as a component of executive compensation. •Reviewed the Company's compensation peer group in light of its Environmental Justice and Other ESG Disclosure: •Discussed the Company's environmental justice program and • | ||||||||
FALL 2023 SHAREOWNER FEEDBACK | |||||||||||
• Executive Compensation: •Shareowners generally support the design and •Most shareowners acknowledge the limitations of the compensation peer group and agree with a shift over time. •Enhanced disclosure demonstrating how ESG is measured is beneficial when evaluating pay decisions. Environmental Justice and Other ESG Disclosure: •No shareowners expressed a desire for • | |||||||||||
2024 NOTICE AND PROXY STATEMENT | | 29 |
In reaching its decision to recombine the roles under Mr. Kapur, the Board evaluated the best leadership structure for the Company in the context of its present circumstances, taking into account the Company's strategic needs over the next phase of its transformation, Mr. Kapur's leadership qualities, the independence of the Board, and the strength of the independent Lead Director role.
Honeywell's Corporate Governance Guidelines do not establish a fixed rule as to whether the offices of Chairman and CEO should be vested in the same person or two different people, but rather specify that Honeywell's Board leadership structure is best considered as part of corporate governance and CEO succession planning processes. The Board believes that the decision as to whether the positions of Chairman and CEO should be combined or separated, and whether an executive or an independent director should serve as Chairman if the roles are split, should be based upon the particular circumstances facing the Company. Maintaining a flexible policy allows the Board to exercise its best business judgment to choose the leadership structure that best serves the interests of the Company and its shareowners at any particular time. The Board believes its risk oversight framework would be effective under a variety of leadership structures. The Board carefully weighed INDEPENDENT LEAD DIRECTOR The independent Lead Director plays an important role in
CORPORATE GOVERNANCE
The independent Lead Director is selected biennially by Honeywell’s independent directors to serve a two-year term, considering the independent Lead Director selection criteria memorialized in
CORPORATE GOVERNANCE DIRECTOR INDEPENDENCE Honeywell’s Corporate Governance Guidelines state, “the Board intends that, at all times, a substantial majority of its directors will be considered independent under relevant Nasdaq and SEC guidelines.” AFFIRMATIVE DETERMINATION OF INDEPENDENCE To fulfill this intent, the Board regularly reviews the independence of each non-employee director to make an affirmative determination of independence. Specifically, the CGRC conducts an annual review of the independence of the directors and reports its findings to the full Board. This year, based on the report and recommendation of the CGRC, the Board has determined that each of the non-employee director nominees standing for election to the Board at the Annual Meeting — Messrs. Angove, Ayer, Burke, Davis, Lamach, and CRITERIA FOR DIRECTOR INDEPENDENCE For a director to be considered independent, the Board must determine that the director does not have any relationships with Honeywell that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board considered all relevant facts and circumstances in making its determinations, including the following: •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 Nasdaq 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, •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 non-employee director or nominee has an immediate family member who is, or was during the past three years, an executive officer of 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 •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
CORPORATE GOVERNANCE •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. BOARD PRACTICES AND PROCEDURES BOARD AND COMMITTEE MEETINGS • •Number of Meetings and Attendance.In •Special Meetings. The Chairman, the CEO, the independent 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. SELF-EVALUATION
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 Nasdaq listing standards. Honeywell’s independent Lead Director is formally charged with The CGRC and independent Lead Director then establish criteria for director nominees based on these inputs. In 2023, Mr. Lamach was recommended as a director candidate by a Board member and was evaluated in accordance with the
CORPORATE GOVERNANCE OTHER BEST PRACTICE BOARD POLICIES AND PROCEDURES
CORPORATE GOVERNANCE BOARD COMMITTEES The Board currently has three committees. All members of each committee are independent, non-employee directors. Each committee operates under a written charter, which is available at investor.honeywell.com (see “Governance/Governance Overview”). The table below lists the anticipated leadership and membership of each committee following the
AUDIT COMMITTEE
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.
CORPORATE GOVERNANCE CORPORATE GOVERNANCE AND RESPONSIBILITY COMMITTEE (CGRC)
MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE (MDCC)
CORPORATE GOVERNANCE Compensation Committee Interlocks and Insider Participation. During 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. The MDCC takes into account feedback from our shareowners when making enhancements to the executive compensation program. 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. Pay Governance served as the MDCC's independent compensation consultant during 2023. The MDCC conducted a specific review of its relationship with In making this determination, the MDCC reviewed information provided by •Any other services provided to Honeywell by •Fees received by •Policies and procedures maintained by •Any business or personal relationship between the individual •Any business or personal relationship between the individual •Any Honeywell stock owned by The MDCC noted that
CORPORATE GOVERNANCE LEADERSHIP SUCCESSION PLANNING One of the most critical responsibilities of our Board is to ensure continued performance over the long-term through effective succession planning. The MDCC and the full Board routinely consider internal and external candidates for senior leadership positions under both near- and long-term planning scenarios, taking into account demonstrated performance, leadership qualities, strategic acumen, and potential to take on the most complex responsibilities. For our top leadership roles, succession planning relies on the ongoing and purposeful recruitment and development of top leadership talent over time, and for the CEO position, the Board establishes and then executes against a rigorous succession planning program to evaluate and select a lead candidate who is then assessed over time while performing against a robust development plan. On June 1, 2023, Vimal Kapur succeeded Darius Adamczyk as CEO, with Mr. Adamczyk continuing to serve as Executive Chairman of the Board. This CEO succession plan was the product of the Board's disciplined execution of a rigorous, thoughtful, and well-designed approach to succession planning: •Candidate Evaluation. The Board established clear criteria for evaluating potential candidates, with a focus on selecting the candidate best able to adapt quickly to changing and unpredictable demands. Candidates were evaluated against these criteria through structured interviews, case studies, and cognitive ability tests. Finalists were also required to develop a strategic plan for presentation to and discussion with the full Board. •Candidate Selection. Based on the inputs described above, the Board selected Mr. Kapur as the top CEO candidate and established a development plan based on his assessment results to continue to evaluate Mr. Kapur’s readiness to be CEO against this defined framework. The Board also established a milestone-based transition plan for Mr. Kapur to onboard additional responsibilities over time to facilitate the Board's continued evaluation of his ability to succeed as CEO. •Ongoing Assessment. The Board regularly assessed Mr. Kapur's performance against the development plan. Through management reports on observed progress and the Board's own direct assessment of Mr. Kapur's results and personal development, the Board continued to evaluate Mr. Kapur's candidacy and readiness for the CEO role before making the final determination. •Leadership Transition Planning. To facilitate the CEO transition, enable continuity, and continue to benefit from Mr. Adamczyk's expertise and leadership, the Board determined that it is in the best interest of Honeywell and its shareowners to retain Mr. Adamczyk as Executive Chairman, and following his retirement from the Board, as a Senior Advisor. To this end, the MDCC worked with Mr. Adamczyk to establish a transition arrangements letter agreement to formalize the terms of this transition.
CORPORATE GOVERNANCE BOARD’S ROLE IN RISK OVERSIGHT While senior management has primary responsibility for managing risk, the Board has responsibility for risk oversight with specific risk areas delegated to relevant Board committees who report on their deliberations to the Board. The specific risk areas of focus for the Board and each of its committees are summarized below.
CORPORATE GOVERNANCE OVERSIGHT OF STRATEGY One of the Board’s primary responsibilities is overseeing management’s establishment and execution of the Company’s strategy and the associated risks. The full Board oversees strategy and strategic risk through robust and constructive engagement with management, taking into consideration Honeywell’s key priorities, global trends impacting our business, regulatory developments, and disruptors in our industries. The Board’s oversight of strategy primarily occurs through deep-dive annual reviews of the long-term strategic plans and annual operating plans of each of our businesses. During these reviews, management provides the Board with its view of the key commercial and strategic risks and opportunities faced by each business unit The Board’s oversight of strategy is prominent in the Company’s portfolio optimization, mergers, acquisitions, and divestitures activity. From strategy and vision to comprehensive annual portfolio reviews, individual transaction OVERSIGHT OF ESG MATTERS Honeywell takes seriously its commitment to corporate social responsibility, protection of the environment, and creation of sustainable opportunity everywhere it operates. The Board’s engagement and oversight extends to •The •Direct MDCC oversight of human capital management issues, including culture, diversity and •Direct Audit Committee and Board engagement with •Direct Board engagement on select •Feedback from areas.
CORPORATE GOVERNANCE OVERSIGHT OF HUMAN CAPITAL AND CULTURE The Board and the MDCC provide oversight over human capital, with particular focus on culture, inclusion and diversity, talent development and assessment, and succession planning. Honeywell has built a reputation
The strength of the Company’s culture is essential to fulfilling
The Board is also closely engaged in the development and management of human capital. The Board’s involvement in leadership development and succession planning is systematic and ongoing, and the Board provides input on important decisions in each of these areas. The Board has primary responsibility for CEO succession planning The Board believes that workforce diversity represents a fundamental business opportunity as the Company plans and executes its long-term strategy. The Board and the MDCC oversee the Company’s progress and actions in this important area through engagement in succession planning, management development, and compensation review processes that take into account outcomes and metrics for diverse groups. Review of diversity performance is also a standing Board agenda item, providing an opportunity for the Board to engage directly with senior management to analyze workforce metrics that measure diversity of new hires and internal promotions as compared to that of the available pool of qualified talent, discuss trends, review Office of Federal Contract Compliance Programs audits, and oversee enterprise-wide efforts to drive hiring, promotion, and retention of diverse talent.
CORPORATE GOVERNANCE Inclusion and Diversity (I&D) is a Foundational Principle at Honeywell. The Board believes that its diversity As evidence of Honeywell’s continued commitment to increase the diversity of Honeywell’s executive leadership, the percentage of women executives increased to 28.4% in 2023 from 24.7% in 2020. Further, the percentage of executives, in our United States workforce, who are people of color increased to 26.8% in 2023 from 19.9% in 2020. The Company’s commitment to I&D enables better decision-making and innovation, helps build competitive advantages, and furthers long-term success. For more information about Honeywell’s SPOTLIGHT ON WORKFORCE DIVERSITY(1)
EXECUTIVE LEADERSHIP DIVERSITY(1)
(1)As of December 31, 2023, unless otherwise indicated. Excludes Sandia National Laboratories (Sandia) and Kansas City National Security Campus (KCNSC) workforces. Sandia and KCNSC are U.S. Department of Energy facilities. Honeywell manages these facilities as a contract operator and does not establish or control their human resources policies. API represents Asian or Pacific Islander. The executives category represents executive-band employees. (2)Sum of percentages is less than 100% due to rounding.
CORPORATE GOVERNANCE INTEGRITY AND ETHICS At the core of Honeywell’s The Code provides guidance and expectations in a number of key integrity and compliance areas, including how employees should treat each Any amendments or revisions to Honeywell Additional details about the Code, the Supplier Code of Business Conduct, and other components of Honeywell’s integrity and compliance program can be found on our website at investor.honeywell.com (see “ESG/Integrity and HUMAN RIGHTS Honeywell is committed to treating people with respect and fostering a positive and respectful workplace
DIRECTOR COMPENSATION The Corporate Governance and Responsibility Committee (CGRC) reviews and makes recommendations to the Board regarding the form and amount of compensation for non-employee directors. Any director who is an employee of Honeywell receives no additional compensation for ELEMENTS OF COMPENSATION In general, the CGRC and the Board believe that annual compensation for non-employee directors should consist of both a cash component, designed to compensate members for their service on the Board and its committees, and an equity component, designed to align the interests of directors and shareowners. ANNUAL COMPENSATION
In December, 2023, Pay Governance, the independent compensation consultant to the MDCC, conducted a review of our non-employee director compensation against companies in the Compensation Peer Group and companies in the S&P 200, and provided recommended changes to better align with market practices. Based on that review, the CGRC approved certain
DIRECTOR COMPENSATION changes to the elements of annual non-employee director compensation, beginning January 1, 2024, which are reflected on the table above. Prior to these changes (i.e., in 2023), the Board Cash Retainer was $100,000 per annum, the Management Development and Compensation Committee Chair Compensation was $20,000 per annum, and Annual Equity Grants were issued with a target value of $115,000, consisting of $65,000 in RSUs (same vesting as described above) and $50,000 in stock options vesting in equal annual installments on each April 15th immediately preceding the first, second, third, and fourth year anniversaries of the grant date, or, if earlier, the directors’ death or disability, retirement from the Board at or after mandatory retirement age (age 75), the voluntary termination from the Board on or after the tenth anniversary as a Board member in good standing, or upon a change in control. Stock options were eliminated from the non-employee director compensation mix beginning in 2024. Other elements were the same as described in the table above. DEFERRED COMPENSATION A non-employee director may elect to defer all or any portion of his or her annual cash retainers and fees, until a specified calendar year or termination of Board service. Compensation is credited to their account in the Deferred Compensation Plan for Non-Employee Directors. Amounts credited either accrue interest CHARITABLE MATCH Honeywell also matches, dollar for dollar, any charitable contribution made by a director to any qualified charity, up to an aggregate maximum of $25,000 per director, per calendar year. For OTHER BENEFITS Directors may utilize available Company aircraft for travel to and from Board and committee meetings, and non-employee directors are provided with $350,000 in business travel accident insurance. In addition, directors elected to the Board prior to September 2008 are provided with $100,000 in term life insurance on a grandfathered basis (benefit eliminated prospectively). COMPENSATION UPON ELECTION TO BOARD Newly appointed directors are awarded the regular elements of annual director compensation determined on a prorated basis upon joining the Board. Prorated annual equity grants to new directors will be made on substantially the same terms and conditions as the annual grant made to other non-employee directors of the Company.
(1)Includes all cash fees earned, whether paid in cash or deferred under the Deferred Compensation Plan for Non-Employee Directors.
DIRECTOR COMPENSATION (2)The following table reflects all outstanding stock awards and option awards held at December 31,
(3)The amounts set forth in this column represent the aggregate grant date fair value of Restricted Stock Unit (4)The amounts set forth in this column represent the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718. The fair value of each option award is (5)Amounts included in this column reflect above-market earnings on deferred compensation from pre-2006 deferrals. Amounts invested in cash under the Deferred Compensation Plan for Non-Employee Directors are credited with the same rate of interest that applies to executives under the Honeywell Salary and Incentive Award Deferral Plan for Selected Employees. Deferrals for the 2006 plan year and later earn a rate of interest, compounded daily, based on the Company’s 15-year cost of borrowing. This rate is subject to change annually and was (6)Includes amounts described in “Charitable Match” and “Other Benefits” above. Mr. Davis is the sole director eligible for the grandfathered term life insurance. (7)Mr. Lamach was appointed to the Board on December 1, 2023. DIRECTOR STOCK OWNERSHIP GUIDELINES
PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, Honeywell seeks a non-binding advisory vote from its shareowners to approve the compensation of its Named Executive Officers (NEOs) as described in the Compensation Discussion and Analysis section beginning on page 49 and the Executive Compensation Tables section beginning on page 81. This vote is commonly known as “Say-on-Pay,” and the Board has adopted a policy of providing for an annual Say-on-Pay vote. We anticipate that shareowners will next have the opportunity to vote on the frequency of future Say-on-Pay votes at the 2029 Annual Meeting of Shareowners. We encourage you to read the Compensation Discussion and Analysis (CD&A) and Executive Compensation Tables section to learn more about the Company’s executive compensation programs and policies. The Board believes its 2023 compensation decisions and our executive compensation programs align the interests of shareowners and executives by emphasizing variable, at-risk compensation largely tied to measurable performance goals utilizing an appropriate balance of near-term and long-term goals. This vote is not intended to address a specific item of compensation, but rather our overall compensation policies and procedures related to the NEOs. Because the Say-on-Pay vote is advisory, it will not be binding upon the Board or the Management Development and Compensation Committee (MDCC). However, the Board and MDCC will consider the outcome of the vote and feedback from discussions with shareowners when considering future executive compensation arrangements. The Board recommends that shareowners vote in favor of the following resolution: “RESOLVED, that the Company’s shareowners approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareowners pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and disclosures.”
COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS
NON-GAAP FINANCIAL MEASURES This Proxy Statement, including the Compensation Discussion and Analysis, contains financial measures presented on a non-GAAP basis. Honeywell’s non-GAAP financial measures used in this document are as follows: segment profit, on an overall Honeywell basis; segment profit margin, on an overall Honeywell basis; organic sales growth; free cash flow; adjusted free cash flow; free cash flow margin; adjusted free cash flow margin; incremental margin; adjusted earnings per share and adjusted earnings per share excluding pension headwind; adjusted net income attributable to Honeywell; and return on invested capital, if and as noted in Appendix A. Other than references to reported earnings per share, all references to earnings per share in this document are so adjusted. Certain metrics presented on a non-GAAP basis represent the impact of adjusting items net of tax. The tax-effect for adjusting items is determined individually and on a case-by-case basis. The respective tax rates applied when adjusting earnings per share for these items are identified in the reconciliations presented in Appendix A. Management believes that, when considered together with reported amounts, these measures are useful to investors and management in understanding our ongoing operations and in the analysis of ongoing operating trends. These metrics should be considered in addition to, and not as replacements for, the most comparable GAAP measure. Other companies may define and calculate such measures differently, which may limit the usefulness of such measures for comparative purposes. Refer to Appendix A for reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures. OTHER DEFINITIONS
COMPENSATION DISCUSSION AND ANALYSIS OUR NAMED EXECUTIVE OFFICERS (NEOs)(1)
(1)Throughout this CD&A, references to “NEOs” include all NEOs, and references to “Other NEOs” include all NEOs except Mr. Kapur and Mr. Adamczyk. Effective January 1, 2024, Mr. Boldea transitioned to the role of President and CEO, Industrial Automation (IA). CEO TRANSITION The retention and development of highly qualified leadership talent is critical to Honeywell’s continued performance and to successful succession planning. The Board routinely considers succession candidates for the CEO and other senior leadership positions under both near-term and long-term planning scenarios, taking into consideration demonstrated performance, leadership qualities, and potential to take on more complex responsibilities. The succession plan actions taken in 2023 demonstrate the success of this robust planning process. In March of 2023, Honeywell announced that Vimal Kapur (age 58) would succeed Darius Adamczyk as CEO effective June 1st, 2023 (the “CEO Succession Date”). Mr. Adamczyk, who has been CEO since 2017, remained in the position of Executive Chairman, to facilitate the CEO transition and provide longer-term strategic support. On February 1, 2024, the Company announced that Mr. Kapur will succeed Mr. Adamczyk as Chairman of the Board on June 7, 2024, subject to his election to the Board by shareowners at the 2024 Annual Meeting. A description of the CEO compensation arrangement approved for Mr. Kapur in 2023 can be found on page 60. OUR COMPENSATION PROGRAM PHILOSOPHY AND APPROACH Honeywell’s executive compensation program creates long-term shareowner value through four key objectives: •Attract and Retain World-Class Leadership Talent with the skills and experience necessary to develop and execute business strategies, drive superior financial results, and nimbly adapt and react to constantly evolving end-market conditions in an enterprise with the Company’s scale, breadth, complexity, and global footprint. •Emphasize Variable, At-Risk Compensation with an appropriate balance of near-term and long-term objectives that align executive and shareowner interests. •Pay for Superior Results and Sustainable Growth by rewarding and differentiating among executives based on the achievement of enterprise, business unit, and individual objectives as well as efforts to advance Honeywell’s long-term growth initiatives. •Manage Risk Through Oversight and Compensation Program Design Features and Practices that balance short-term and long-term incentives, are not overly leveraged, and cap maximum payments. Decision-making over executive compensation rests with the MDCC, which holds five regularly scheduled meetings each year (five meetings held in 2023). Specific topics may be covered in a separate meeting from time to time. Each meeting includes an executive session composed solely of independent directors, and those meetings are attended by the MDCC’s independent compensation consultant. Meeting agendas contain items proposed by either management or the MDCC members.
COMPENSATION DISCUSSION AND ANALYSIS In carrying out its responsibilities, the MDCC balances a number of important considerations, including: •The importance of aligning pay with Company and individual performance. •The need to attract, retain, and reward executives with a proven track record of delivering consistent financial and operating results and driving “seed-planting” initiatives that will create sustainable long-term shareowner value. •The complex multi-industry and global nature of Honeywell’s businesses and the importance of growth outside of the United States for future success. •The importance of maintaining and executing on a thorough and rigorous succession planning process. Key factors that shape the MDCC’s overall assessment of performance and appropriate levels of compensation include: •Operational and financial performance for the entire Company and the relevant business units. •Aggressiveness of each executive’s financial and operating goals and targets. •Business/macroeconomic conditions impacting the industries in which Honeywell’s businesses operate. •Execution against strategic initiatives and the impact of investments that will benefit financial performance in future years. •Each executive’s long-term leadership potential and associated retention risk. •The senior executive development and succession plan. •Total shareowner return (TSR). •Trends and best practices in executive compensation. •Peer group comparisons, including performance, pay levels, and related practices. The MDCC reviews these factors over various time periods to ensure a strong linkage between pay and performance. At each of its meetings, the MDCC reviews four-year NEO compensation history for each element of total annual direct compensation, as well as projected payments under Honeywell’s retirement and deferred compensation plans, to provide historical context and an understanding of how current compensation decisions may affect future wealth accumulation and executive retention. On an annual basis, the MDCC reviews information provided by its independent compensation consultant regarding compensation paid to similarly situated executive officers at Compensation Peer Group companies as a point of reference. Similarly, third-party survey data or published reports may be utilized as a general indicator of relevant market conditions. The MDCC does not target a specific competitive position relative to the market in making its compensation determinations. Honeywell is proud to be broadly recognized for training and developing leaders whose skills are recognized, respected, and valued across the sectors in which we compete. Our senior executives are industry leaders with backgrounds, depth of experience, and management skills that are highly attractive to competitors. The MDCC prefers to address critical retention and succession risks through the existing compensation program whenever possible.
COMPENSATION DISCUSSION AND ANALYSIS ENGAGEMENT WITH SHAREOWNERS ON COMPENSATION The Company engages with its shareowners to better understand their views on Honeywell's governance and compensation practices. The Company's Lead Director, MDCC Chair, and CGRC Chair regularly participate in these engagements. In 2023, the Company's engagement with shareowners was as follows: 2023 SPRING ENGAGEMENT
2023 FALL ENGAGEMENT
COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION PRACTICES AND POLICIES
COMPENSATION DISCUSSION AND ANALYSIS PROGRAM DESIGN AND LINK TO BUSINESS STRATEGY AND PERFORMANCE The following table provides an overview of Honeywell’s executive compensation program and describes the link between each of our regular direct compensation elements and our business strategy and performance:
(1)Represents Mr. Kapur's target mix as CEO. Table percentages exclude Mr. Adamczyk as Executive Chairman.
COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION PEER GROUP To ensure appropriate levels of executive officer compensation and the alignment of pay and performance, the MDCC believes it is important to understand how Honeywell compares to other relevant companies. On an annual basis, the MDCC reviews information provided by its independent compensation consultant regarding compensation paid to similarly situated executive officers at a group of companies that are considered Honeywell’s “Compensation Peer Group” and assesses Honeywell’s financial performance against these companies. Although the MDCC does not target a specific competitive position relative to its comparator group, this information provides the MDCC (and the independent directors of the full Board in the case of the CEO) a point of reference when making its compensation determinations with respect to the NEOs. In addition, the MDCC periodically reviews relative financial performance against a subset of companies with complex multi-industry characteristics, like Honeywell, or relevant indices. The companies selected by the MDCC for inclusion in the 2023 Compensation Peer Group have one or more of the following attributes: •Business operations with similar scope and complexity to Honeywell. •Industrial companies with technology drivers. •Peer group overlap with potential peer (e.g., peer of peer). •Global scope of operations and/or diversified product lines. •Within reasonable range of sales and/or market capitalization. •Demonstrated competitor for executive talent. The MDCC reviews the appropriateness of the Compensation Peer Group companies on an annual basis and discusses whether any changes are necessary. In 2023, considering the above attributes and input from Pay Governance, the MDCC's independent compensation consultant, the MDCC added Cisco Systems, Inc. and Medtronic plc to the Compensation Peer Group due to their relative size and complexity as well as their technology focus.These additions resulted in a final peer group of 18 companies. No companies were removed. The following table lists the Compensation Peer Group companies for 2023:
(1)Added in 2023. Honeywell's positioning relative to the 2023 Compensation Peer Group, as of December 31, 2023, was as follows:
(1)Excludes Sandia National Laboratories (Sandia) and Kansas City National Security Campus (KCNSC) workforces. Sandia and KCNSC are U.S. Department of Energy facilities. Honeywell manages these facilities as a contract operator and does not establish or control their human resources policies. Of the 18 companies in the 2023 Compensation Peer Group, 17 also listed Honeywell as a compensation peer group company in their proxy statement.
COMPENSATION DISCUSSION AND ANALYSIS PERFORMANCE RELATIVE TO PEERS 2023 PERFORMANCE The following graphs show Honeywell’s performance versus the median of the Compensation Peer Group for four key metrics in 2023. We include adjusted EPS growth and free cash flow margin as EPS and free cash flow are the primary measures used in our annual incentive compensation plan (ICP).
(1)Adjusted EPS growth excludes the impact of the year-over-year decrease in pension ongoing and other postretirement income. (2)Adjusted free cash flow margin excludes the after-tax impact of settlements related to the NARCO Buyout, HWI Sale, and UOP Matters. Source: S&P Capital IQ for peer data. Reconciliation, notes, and definitions of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found on page 49 or in Appendix A. THREE-YEAR CUMULATIVE GROWTH The MDCC also reviews Honeywell’s performance relative to the Compensation Peer Group over multi-year time periods. The following graphs show the Company’s performance versus the median of the Compensation Peer Group for four key metrics over the three-year period ending in 2023 that the MDCC reviewed.
Source: S&P Capital IQ for peer data. Reconciliation, notes, and definitions of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found on page 49 or in Appendix A.
COMPENSATION DISCUSSION AND ANALYSIS THREE-YEAR AVERAGE RETURN The MDCC also carefully considers several different ratios that are important measures of Honeywell’s earnings performance compared to the Compensation Peer Group median. Shareowners have told the Company that they regard ROIC as a particularly important metric because it shows how well management is balancing delivery of short-term results against long-term sustainable growth. Honeywell’s three-year average ROIC was 16.6%, which outperformed the Compensation Peer Group median.
Source: S&P Capital IQ for peer data. CUMULATIVE TOTAL SHAREOWNER RETURN (TSR) RELATIVE TO PEERS The following graphs show Honeywell's TSR performance versus the median of the Compensation Peer Group over multiple timeframes.
Source: S&P Capital IQ, as of December 31, 2023. TSR is calculated by the growth in capital from purchasing a share in a company and assuming dividends (regular and special) and share distributions received from any spins are reinvested in the applicable company at the time they are paid.
COMPENSATION DISCUSSION AND ANALYSIS 2023 COMPENSATION SUMMARY The table below summarizes compensation awarded to the NEOs in 2023. It reflects Honeywell’s commitment to align pay with Company performance and the interests of the Company’s shareowners. Details are more fully discussed later in this Compensation Discussion and Analysis.
COMPENSATION DISCUSSION AND ANALYSIS The tables below reflect the 2023 values for each element of total compensation. The first represents 2023 target compensation for each NEO, while the second represents actual total annual direct compensation, both of which are key measures of executive pay that the MDCC regularly considers as part of its annual decision-making process. These tables do not replace the Summary Compensation Table shown on page 81, as required by the SEC, but are intended to show 2023 compensation from the perspective of the MDCC. 2023 TOTAL TARGET DIRECT COMPENSATION
(1)Base Salary at the end of 2023. (2)Target $ ICP based on actual base salary earned in 2023 (see page 68) multiplied by the NEO's 2023 ICP Target %. (3)Target % ICP reflects prorated target for Messrs. Kapur and Adamczyk. Mr. Kapur's target ICP was increased from 125% to 175% on June 1, 2023, effective with his promotion to CEO. Mr. Adamczyk's target ICP was decreased from 175% to 152% on June 1, 2023, when he stepped down from the CEO position. (4)Total target value of LTI awarded in 2023. Includes promotional awards to Messrs. Kapur and Currier. Mr. Adamczyk's grant was made in February 2023 while still in the role of CEO. Mr. Kapur's LTI award total reflects partial year in the role of CEO. (5)Effective January 1, 2024, Mr. Boldea transitioned to the role of President and CEO, Industrial Automation (IA). 2023 ACTUAL TOTAL ANNUAL DIRECT COMPENSATION
(1)Effective January 1, 2024, Mr. Boldea transitioned to the role of President and CEO, Industrial Automation (IA). (2)Represents base salary actually paid in 2023. (3)Annual ICP payouts determined 80% based on calculation against pre-set ICP financial goals, 15% based on individual assessments, and 5% based on performance against 2023 ESG goals. (4)PSUs vest on the third anniversary of the grant date, if earned. Value for Mr. Currier includes performance cash units awarded prior to him becoming an NEO. (5)Stock options vest ratably over four years, have a 10-year term, and are subject to stock ownership and post-exercise holding requirements. (6)RSUs vest over a four-year period and are subject to stock ownership and post-vesting holding requirements.
COMPENSATION DISCUSSION AND ANALYSIS CEO COMPENSATION DECISIONS As of the date on which Mr. Kapur became CEO, the independent directors approved a promotional compensation package for Mr. Kapur comprised of (a) a base salary of $1,500,000, (b) a target annual incentive compensation opportunity of 175% of base salary (prorated to 154.3% for 2023), and (c) an incremental long-term incentive award with a grant date value of $4,140,000 (50% in PSUs, 25% in RSUs, and 25% in stock options), which increased his total 2023 target long-term incentive value to $10,040,000 (after considering the LTI award he previously received as Chief Operating Officer in February 2023). For 2024, Mr. Kapur's Target Total Compensation will be $17,125,000, made up of base salary of $1,500,000, short-term target incentive of 175% of base salary, and total long-term incentive award target value of $13,000,000, with no less than 50% being in the form of three-year performance stock units. In determining the initial compensation for Mr. Kapur, the independent directors reviewed and referenced the elements and level of CEO compensation at the Compensation Peer Group companies and considered other factors, such as CEO tenure and the relative complexity of Honeywell’s multi-industry business profile. Mr. Kapur’s initial total direct compensation opportunity was set below the median of the Compensation Peer Group CEOs. 2023 BASE SALARY DECISIONS In 2023, the MDCC approved base salary actions for each NEO based on an assessment of performance and pay positioning against comparable positions in Compensation Peer Group companies. Coincident with his promotion to Chief Executive Officer on June 1, 2023, Mr. Kapur's base salary was increased to $1,500,000 (from $1,000,000) to better align his pay with comparable CEOs. Effective March 31, 2023, Mr. Lewis' base salary was adjusted upward by 10% to recognize sustained performance and the broad scope of his role in a complex global organization and to better align his base pay and total cash compensation with comparable CFOs at Compensation Peer Group companies. Effective March 31, 2023, Ms. Madden's base salary was increased by 3.5% to maintain her positioning and alignment with comparable peer company General Counsels. Coincident with his promotion to President and CEO, Aerospace in August, Mr. Currier's base salary was increased to $720,000 to align his pay with comparable business unit CEOs. Effective June 1, 2023, Mr. Adamczyk's base salary was reduced by 25% (from $1,700,000 to $1,275,000) when he transitioned from the position of Chairman and CEO, to the position of Executive Chairman of the Board. Mr. Boldea did not receive a base pay adjustment in 2023. As part of the Company's cost saving initiatives, and at the request of management, the base salaries for Mr. Kapur and his staff (including the Other NEOs) were temporarily reduced by 10% from August 7, 2023 through December 31, 2023 (roughly equivalent to two weeks of annual base salary). 2023 ANNUAL INCENTIVE COMPENSATION PLAN DECISIONS As prescribed in Honeywell's ICP program, 80% of the ICP awards earned by the NEOs was determined based on performance against financial targets established by the MDCC in early February 2023 (based on the mid-point of external guidance), 15% of the awards was determined based on the MDCC’s qualitative assessment of individual 2023 performance against objectives and their significant accomplishments (described beginning on page 63), and 5% of the awards was determined based on the MDCC's assessment of performance against ESG goals set for 2023. The potential attainment percentage for each of the formulaic, individual qualitative, and ESG portions of the award could range from 0% to 200% of target. Individual 2023 ICP target amounts for the NEOs were determined by multiplying their 2023 ICP applicable base salary by their individual ICP target award percentage. Individual ICP target award percentages for 2023 were: •Mr. Kapur: 154.3% (represents a proration of his current 175% ICP target and his prior target of 125%). •Mr. Adamczyk: 161.3% (represents a proration of his current 152% target and his prior target of 175%). •Other NEOs: 100%. The changes in individual ICP targets for Mr. Kapur and Mr. Adamczyk were approved by the MDCC and the independent directors, effective June 1, 2023, coincident with the CEO transition.
COMPENSATION DISCUSSION AND ANALYSIS ICP FORMULAIC PORTION (80% OF TARGET AWARD) The following table describes each of the financial ICP metrics and the relative weighting percentage for each metric that is included in the formulaic portion of the ICP payout (i.e., 80%) for each NEO. For Messrs. Kapur, Adamczyk, and Lewis and Ms. Madden (Corporate NEOs), the formulaic portion of their ICP award was based entirely on company-wide (Total Honeywell) adjusted EPS and free cash flow. For Messrs. Boldea and Currier (Business Unit NEOs), in addition to Total Honeywell adjusted EPS and free cash flow, the MDCC also established business unit targets, which were given equal weighting in the ICP formulaic calculation.
2023 ICP GOALS For 2023, the Total Honeywell ICP targets for adjusted EPS and free cash flow were as follows:
As discussed during the Q4 2022 and 2023 Outlook meeting with investors on February 2, 2023, while the 2023 targets assumed net income growth of between $0.4B million and $0.6B million over 2023, the total free cash flow target is lower than 2022 primarily due to the impact of a one-time charge of $1.2B to settle legacy legal matters. Excluding the impact of the settlement charge, the 2023 free cash flow target would have been $5.3 billion (midpoint of $5.1B to $5.5B range), which represents a 7.7% improvement over 2022.
COMPENSATION DISCUSSION AND ANALYSIS ACTUAL PERFORMANCE AGAINST 2023 ICP GOALS The Corporate NEOs' formulaic payout portion of ICP (80% of ICP) was based on actual 2023 performance against 2023 ICP targets as follows:
(1)Metric Payout Percentage based on ICP payout curve, which provides for a 5% increase in payout for each 1% of performance above target, and a
(1)Metric Payout Percentage based on ICP payout curve, which provides for a 5% increase in payout for each 1% of performance above target, and a 2.5% decrease in payout for each 1% of performance below target, with interpolation for intermediate points on the curve. Mr. Currier's formulaic payout portion of ICP (80% of ICP) was based on actual 2023 performance against the 2023 ICP goals for both Total Honeywell and the AERO business unit (each weighted equally), as follows:
(1)Metric Payout Percentage based on ICP payout curve, which provides for a 5% increase in payout for each 1% of performance above target, and a 2.5% decrease in payout for each 1% of performance below target, with interpolation for intermediate points on the curve. Reconciliation, notes, and definitions of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found on page 49 or in Appendix A. The calculated payout percentages above were multiplied by 80% to arrive at the formulaic portion of the 2023 ICP award for each of the NEOs.
COMPENSATION DISCUSSION AND ANALYSIS ICP INDIVIDUAL QUALITATIVE PORTION (15% OF TARGET AWARD) The MDCC conducted a qualitative assessment to determine the individual qualitative portion of the ICP award payout, which accounted for 15% of the target award for each NEO in 2023. The MDCC first reviewed a scorecard of key performance indicators and business results against annual operating plan goals set at the beginning of 2023, and considered the impact changes in macroeconomic conditions throughout the year had on such results and how management responded to these challenges. The MDCC also reviewed Company performance against the Compensation Peer Group companies and other indices on key business metrics typically used to inform the ICP qualitative assessment. The MDCC then reviewed and considered the key 2023 activities and accomplishments for Mr. Kapur and each of the Other NEOs, some of which are summarized below:
(1)Subject to assurance. (2)Methodology for identifying ESG-oriented solutions is available at investor.honeywell.com (see “ESG/ESG Information/Identification of ESG-Oriented Offerings”).
COMPENSATION DISCUSSION AND ANALYSIS
(1)Adjusted EPS excludes items identified in the non-GAAP reconciliation of adjusted EPS contained within Appendix A of this Proxy Statement. Reconciliation, notes, and definitions of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found on page 49 or in Appendix A.
COMPENSATION DISCUSSION AND ANALYSIS
(1)Effective January 1, 2024, Mr. Boldea transitioned to the role of President and CEO, Industrial Automation (IA). (2)Based on the EPA's GHG equivalency calculator comparing nearly 7 million tons of CO2 per year with gasoline-powered passenger vehicles on the road. (3)Reduced GHG emissions is based on UOP carbon intensity analysis, derived from a 3rd-party study of methanol production from green hydrogen and CO2 captured from biomass processing, in comparison to fossil fuels.
(1)The $10 billion in wins represents Honeywell's assessment of the lifetime value of awards using an internal forecast of the number of AAM vehicles the Company expects to be built.
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION DISCUSSION AND ANALYSIS ICP ESG PORTION (5% OF TARGET AWARD) Honeywell takes seriously its commitment to corporate social responsibility, protection of the environment, and maintenance of sound and effective governance practices. This commitment starts at the top with our executive officers, and is demonstrated through collective progress toward achieving our publicly disclosed sustainability goals, visible contributions to society, and overall progress in our internal goals related to good governance. In order to emphasize the Company's commitment and need for the leadership team to work collectively to achieve business-critical ESG objectives, beginning in 2023, 5% of the ICP awards for the NEOs was based on the MDCC's assessment of performance against certain pre-established ESG goals, the results of which were applied collectively to all the NEOs. Performance against the 2023 environmental and social goals was tracked and reported as either (i) Exceeded, (ii) Achieved, or (iii) Not Achieved. Performance on the governance goal was reported as (i) Achieved, or (ii) Not Achieved.
(1) The three environmental goals are directly aligned with the Company's 10-10-10 public sustainability goals. Following a comprehensive review and discussion of CEO staff performance against the 2023 ESG goals, and broadly considering the success that leadership has had in advancing the Company's sustainability commitments, the MDCC approved an overall attainment percentage of 150% of target for the ESG Portion (5%) of the 2023 ICP awards to the NEOs. APPROVED ICP PAYOUT AMOUNTS After applying the formulaic payout percentages described on page 61 (80% weight), deciding individual qualitative attainment percentages for each NEO based on their assessment of individual performance in 2023 (15% weight), and deciding the appropriate ESG portion payout percentage (5% weight), the MDCC approved 2023 ICP payments as follows:
COMPENSATION DISCUSSION AND ANALYSIS (1)Attainment based on performance against 2023 ICP Goals. Possible attainment can range from 0% to 200%. Payout % can range from 0% to 160%. (2)Attainment based on MDCC individual assessment. Attainment can range from 0% to 200%. Payout % can range from 0% to 30%. (3)Attainment based on MDCC group assessment. Attainment can range from 0% to 200%. Payout % can range from 0% to 10%. (4)The Target 2023 ICP Award Amount for each NEO was determined as follows:
(a)ICP applicable base salary (base salary earned) for the 2023 calendar year, determined in accordance with the ICP plan document, excluding the impact of the temporary 10% reduction in base salary taken from August 7, 2023 through December 31, 2023. (b)Individual Target ICP Award % for Mr. Kapur and Mr. 2023 LONG-TERM INCENTIVE COMPENSATION DECISIONS
TOTAL LTI VALUE For 2023 LTI awards to the NEOs, the MDCC (or, in the case of the CEO, the independent members of the full Board) determined a total annual LTI (Total LTI) value to be awarded and then allocated the award between PSUs, RSUs, and stock options based on the mix proportions described above. Each of the three elements and the respective values awarded to each NEO are described in detail below. In determining the Total LTI value to be awarded to each NEO, factors that were considered included: •The relative value of long-term incentive awards granted to comparable named executive officers at the Compensation Peer Group companies. •Scope of responsibilities and complexity of the organization (absolute and relative to the Compensation Peer Group companies). •The senior executive development and succession plan. •The value of LTI awards granted in prior years. •Each NEO’s leadership impact and expected future contribution toward the overall success of Honeywell.
COMPENSATION DISCUSSION AND ANALYSIS PERFORMANCE STOCK UNITS
COMPENSATION DISCUSSION AND ANALYSIS For the Corporate NEOs, awards are earned based on performance against the Total Honeywell goals stated above. For the Business Unit NEOs, the financial goals portion of the award (75% of the award value, at target) is based on a mix of performance against the Total Honeywell (HON) goals and goals set for their respective business unit (mix shown below). Like the Corporate NEOs, the Business Unit NEOs have 25% of their award based on performance against the three-year Relative TSR metric noted above. If an NEO transfers between business units during the performance period, the final payout is prorated based on the number of days spent in each respective business unit during the three years covered by the award.
2023–2025 PERFORMANCE PLAN GOALS In February 2023, the MDCC approved robust financial targets for the 2023-2025 performance plan. All approved financial targets represent a significant increase over the prior year, as well as appropriately challenging year-over-year improvement in each year of the three-year performance period, all aligned to the Honeywell long-term financial algorithm of 4%–7% organic growth and 40 bps–60 bps of margin expansion.
COMPENSATION DISCUSSION AND ANALYSIS The table below sets out each metric at the Total Honeywell level, along with their respective goals, and the percentage of PSUs awarded that would be earned at each specified level of performance. No PSUs will be earned for a metric if performance falls below the noted threshold. If the Company’s performance for any of the performance metrics falls between the percentages listed on the table, the percentage of PSUs earned shall be determined by linear interpolation.
Effective tax rate assumed in targets will be held neutral to target at the time of measurement. Quantinuum business financials excluded from targets and will be excluded at the time of measurement. (1)Three-year Relative TSR vs the 2023 Compensation Peer Group companies for period of January 1, 2023–December 31, 2025. The Performance Plan is an important component aimed at driving progress toward the achievement of the long-term commitments we have made to our shareowners. At our investor day event in March 2023, we reiterated our updated corporate long-term targets (which were increased in March 2022), reflecting progress on our breakthrough technology and transformation initiatives, strong multi-year performance and our commitment to rigorous target setting. These updated targets also reflect our strong positions in favorable end markets across our portfolio.
Company long-term targets first published in March 2022 and reiterated at the March 2023 Investor Day.
COMPENSATION DISCUSSION AND ANALYSIS 2023-2025 PERFORMANCE PLAN AWARDS TO NEOs The following table presents the number of Performance Stock Units granted to the NEOs for the 2023-2025 performance period, along with their respective grant date value:
(1)Reflects the total number of PSUs awarded in 2023 for the 2023-2025 Performance Plan cycle. Annual officer PSUs were awarded to Messrs. Kapur (14,527 units), Lewis, Boldea, and Adamczyk and Ms. Madden on February 10, 2023. Mr. Kapur received an additional PSU award (10,314 units) in connection with his promotion to Honeywell CEO on June 1, 2023. Mr. Currier received his PSU award at the time of his promotion to CEO and President, Aerospace in August 2023. (2)The grant date value was determined based on (a) the fair market value of Honeywell stock on the date of grant for the 75% of the award tied to performance against internal metrics, and (b) a multifactor Monte Carlo simulation of Honeywell’s stock price and TSR relative to each of the other companies in the Compensation Peer Group, for the 25% of the award with payout determined based on three-year TSR relative to the Compensation Peer Group. At the end of the performance period, the total number of PSUs earned for each NEO shall be determined on a formulaic basis. Dividend equivalents applied during the vesting period as additional PSUs will be adjusted based on the final number of PSUs earned. In determining the final distributions of earned awards, 50% of the resulting PSUs earned will be converted to shares of Company common stock and issued to each NEO, subject to the holding period requirements for officers. The remaining 50% shall be converted to cash based on the fair market value of a share of Honeywell stock on the last day of the performance period and paid to each NEO in the first quarter following the end of the performance period. Prior to his promotion to President and CEO, Aerospace in August 2023, Mr. Currier also received an executive-level award of performance cash units under the 2023-2025 Performance Plan in February, 2023, with a target value of $144,000. While the MDCC considered this award for purposes of determining Mr. Currier's total target 2023 compensation, pursuant to SEC disclosure rules, cash-based long-term performance awards are not reported on the Summary Compensation Table until the performance period ends and the value of the final earned award is determined.
COMPENSATION DISCUSSION AND ANALYSIS 2021-2023 PERFORMANCE PLAN ASSESSMENT
PSU Formulaic Calculation In February 2024, the MDCC reviewed the outcomes for the 2021-2023 executive officer PSUs, determined as of December 31, 2023. The following table displays the formulaic 2021-2023 PSU calculation payout results:
COMPENSATION DISCUSSION AND ANALYSIS The table below shows plan-basis TSR details for Honeywell and the 2021 Compensation Peer Group for the three-year performance period of January 1, 2021–December 31, 2023:
(1)Based on three-year TSR determined on a ‘plan-basis’, which uses a 30-trading day average of stock prices from the beginning, and to the end, of the three-year performance period. Honeywell's plan-basis 3-year relative percentile ranking of 11% was below threshold for this performance plan cycle. As a result, no portion of the 2021-2023 performance plan award was earned on this metric. Payout Decision In February 2024, the MDCC reviewed and assessed the overall formulaic PSU calculation for the 2021-2023 performance cycle for the NEOs that received them. Calculated performance equaled 145% for the Corporate NEOs. The calculated payout for Mr. Kapur of 146.8% reflects a blended proration based on his service in HBT, PMT, and Corporate over the 3-year performance period. Messrs. Boldea and Currier did not receive PSUs for the 2021-2023 cycle. 2021-2023 PSU Payouts Based on the final approved award payout percentages for the 2021-2023 performance period for those NEOs who received their 2021-2023 Performance Plan award in the form of PSUs, the MDCC approved the following individual awards to the NEOs:
(1)Includes additional PSUs from dividend equivalents. Earned awards became fully vested on February 12, 2024. 50% of the PSUs earned were converted to shares of Honeywell common stock, with the net shares paid subject to an additional one-year holding period, in accordance with the officer stock ownership guidelines. The remaining 50% was converted to cash based on the closing stock price of Honeywell common stock on December 31, 2023, and paid in March 2024.
COMPENSATION DISCUSSION AND ANALYSIS 2021-2023 Performance Cash Unit Payouts (Mr. Currier only) In February 2024, the MDCC also reviewed the calculated outcomes for the 2021–2023 Performance Cash Units (PCUs) issued to non-officer executives in 2021 (which included Mr. Currier, who was a non-officer at the time of grant). The non-officer performance plan follows the same structure as the 2021–2023 PSUs described above, but excludes the portion of the award that is tied to relative TSR.
(1)Results for AERO executives based 50% on performance against Total Honeywell targets and 50% on performance against Aerospace targets. Based on the final approved award payout percentage for non-officer Aerospace executives who received a 2021-2023 Performance Plan award in the form of performance cash units, the following individual award was earned by Mr. Currier:
The earned award for Mr. Currier became fully vested on February 12, 2024, and was paid in cash in March 2024. In accordance with SEC disclosure requirements for cash-based awards, 100% of the earned cash award for Mr. Currier for the 2021-2023 performance period is included as part of 2023 Non-Equity Incentive Compensation on the Summary Compensation Table, even though originally granted in 2021. The MDCC considered this 2021-2023 cash unit award as part of Mr. Currier's 2021 total annual direct compensation (in the year it was granted), which differs from how it is reported on the Summary Compensation Table. Mr. Currier became an executive officer in August 2023, and he has received PSU awards since then.
COMPENSATION DISCUSSION AND ANALYSIS STOCK OPTIONS
(1)Reflects the total number of stock options awarded to each NEO in 2023. The strike price for options granted is equal to the fair market value of Honeywell stock on the date of grant. Options vest 25% per year over four years from the grant date. Upon exercise, stock options are settled in shares of Honeywell stock with the NEO required to hold the resulting net gain shares at least one year before being able to sell them. (2)Annual officer stock options were awarded to Messrs. Kapur (36,960 options), Lewis, Boldea, and Adamczyk and Ms. Madden on February 10, 2023, at a Black-Scholes value of $39.91 per option. Mr. Kapur received an additional stock option award (28,592 options) in connection with his promotion to Honeywell CEO on June 1, 2023, at a Black-Scholes value of $36.20 per option. Mr. Currier received his annual award (3,719 options) on February 23, 2023, at a Black-Scholes value of $38.73 per option, and an additional stock options award (20,552 options) at the time of his promotion to CEO and President, Aerospace on August 1, 2023, at a Black-Scholes value of $37.71 per option. RESTRICTED STOCK UNITS
The following table presents the total number of RSUs granted to each NEO in 2023 and their respective grant date values:
(1)Annual RSUs were awarded to Messrs. Kapur (7,390 RSUs), Lewis, Boldea, Currier (742 RSUs) and Adamczyk and Ms. Madden in February 2023. Mr. Kapur received an additional award (5,380 RSUs) in connection with his promotion to Honeywell CEO on June 1, 2023. Mr. Currier received an additional award (3,998 RSUs) in connection with his promotion to CEO and President, Aerospace on August 1, 2023. (2)Officer RSUs vest 33%, 33%, and 34% on the second, third, and fourth anniversaries of the grant date, respectively. During the vesting period, dividend equivalents will be earned in the form of additional RSU shares based on regular dividends paid by Honeywell, with such additional dividends vesting on the same timing as the underlying RSUs to which they relate. In addition, upon vesting, RSUs are settled in shares of Honeywell stock with the NEO required to hold the resulting net shares at least one year before being able to sell them. (3)Grant date value is determined using the average of the high and low stock prices of Honeywell stock on the grant date. Numbers shown are based on a grant date value of $199.60 for the February 10, 2023 grants, $194.31 for the February 23, 2023 grant (Currier only), $192.39 for the June 1, 2023 grant, and $193.88 for the August 1, 2023 grant.
COMPENSATION DISCUSSION AND ANALYSIS OTHER COMPENSATION AND BENEFIT PROGRAMS RETIREMENT PLANS We offer various retirement benefits to our NEOs. Specifically, depending upon when and where they joined the Company, some NEOs may participate in broad-based plans, including a defined benefit pension plan and a 401(k) savings plan that provides matching Company contributions. We also maintain an unfunded supplemental retirement plan to replace the portion of an executive’s pension benefit that cannot be paid under the broad-based plans because of Internal Revenue Service (IRS) limitations. More information on retirement benefits can be found beginning on page 87. NONQUALIFIED DEFERRED COMPENSATION PLANS Honeywell executives (including the NEOs) may choose to participate in certain nonqualified deferred compensation plans to permit retirement savings in a tax-efficient manner. Executives can elect to defer up to 100% of their annual ICP awards. In addition, executives may also participate in the Honeywell Supplemental Savings Plan to defer base salary that cannot be contributed to the Company’s 401(k) savings plan due to IRS limitations. These amounts are matched by the Company only to the extent required to make up for a shortfall in the available match under the 401(k) savings plan due to IRS limitations. Deferred compensation balances earn interest at a fixed rate based on the Company’s 15-year cost of borrowing, which is subject to change on an annual basis (5.11% for 2023). Matching contributions are treated as if invested in Company common stock. These plans are explained in more detail on page 89. BENEFITS AND PERQUISITES Our NEOs are entitled to participate in Honeywell-wide benefits such as life, medical, dental, and accidental death and disability insurance, which are competitive with other similarly sized companies. The NEOs participate in these programs on the same basis as the rest of our salaried employees. We also maintain low-cost excess liability coverage for all executive-level personnel, including the NEOs. The NEOs are also eligible for an annual executive physical, and Charlotte-based officers participate in a low-cost regional concierge medical service program. Our security policy requires that our Executive Chairman and CEO use Honeywell aircraft for all air travel (business or personal) to ensure personal security and protect the confidentiality of our business. From time to time, we also permit other executive officers to use Honeywell aircraft for personal or business use. The security plan for the Executive Chairman and CEO also provides for home security and related monitoring. RISK OVERSIGHT CONSIDERATIONS The MDCC believes that balancing the various elements of Honeywell’s executive compensation program: •Supports the achievement of competitive sales, earnings, and cash performance in variable economic and industry conditions without undue risk; and •Mitigates the potential to reward risk-taking that may produce short-term results that appear in isolation to be favorable, but that may undermine the successful execution of the Company’s long-term business strategy and adversely impact shareowner value.
COMPENSATION DISCUSSION AND ANALYSIS The following compensation design features guard against unnecessary or excessive risk-taking:
Based upon the MDCC’s risk oversight and compensation policies, the risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on Honeywell’s operations or results. A full discussion of the role of the Board in The MDCC also reviews
periods. The following graphs show
Source: S&P Capital IQ for peer data. Reconciliation, notes, and definitions of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found on page
COMPENSATION DISCUSSION AND ANALYSIS THREE-YEAR AVERAGE RETURN The MDCC also carefully considers several different ratios that are important measures of Honeywell’s earnings performance compared to the Compensation Peer Group median. Shareowners have told the Company that they regard ROIC as a particularly important metric because it shows how well management is balancing delivery of short-term results against long-term sustainable growth. Honeywell’s three-year average ROIC was 16.6%, which outperformed the Compensation Peer Group median.
Source: S&P Capital IQ for peer data. CUMULATIVE TOTAL SHAREOWNER RETURN (TSR) RELATIVE TO PEERS The following graphs show Honeywell's TSR performance versus the median of the Compensation Peer Group over multiple timeframes.
Source: S&P Capital IQ, as of December 31, 2023. TSR is calculated by the growth in capital from purchasing a share in a company and assuming dividends (regular and special) and share distributions received from any spins are reinvested in the applicable company at the time they are paid.
COMPENSATION DISCUSSION AND ANALYSIS 2023 COMPENSATION SUMMARY The table below summarizes compensation awarded to the NEOs in 2023. It reflects Honeywell’s commitment to align pay with Company performance and the interests of the Company’s shareowners. Details are more fully discussed later in this Compensation Discussion and Analysis.
COMPENSATION DISCUSSION AND ANALYSIS The tables below reflect the 2023 values for each element of total compensation. The first represents 2023 target compensation for each NEO, while the second represents actual total annual direct compensation, both of which are key measures of executive pay that the MDCC regularly considers as part of its annual decision-making process. These tables do not replace the Summary Compensation Table shown on page 81, as required by the SEC, but are intended to show 2023 compensation from the perspective of the MDCC. 2023 TOTAL TARGET DIRECT COMPENSATION
(1)Base Salary at the end of 2023. (2)Target $ ICP based on actual base salary earned in 2023 (see page 68) multiplied by the NEO's 2023 ICP Target %. (3)Target % ICP reflects prorated target for Messrs. Kapur and Adamczyk. Mr. Kapur's target ICP was increased from 125% to 175% on June 1, 2023, effective with his promotion to CEO. Mr. Adamczyk's target ICP was decreased from 175% to 152% on June 1, 2023, when he stepped down from the CEO position. (4)Total target value of LTI awarded in 2023. Includes promotional awards to Messrs. Kapur and Currier. Mr. Adamczyk's grant was made in February 2023 while still in the role of CEO. Mr. Kapur's LTI award total reflects partial year in the role of CEO. (5)Effective January 1, 2024, Mr. Boldea transitioned to the role of President and CEO, Industrial Automation (IA). 2023 ACTUAL TOTAL ANNUAL DIRECT COMPENSATION
(1)Effective January 1, 2024, Mr. Boldea transitioned to the role of President and CEO, Industrial Automation (IA). (2)Represents base salary actually paid in 2023. (3)Annual ICP payouts determined 80% based on calculation against pre-set ICP financial goals, 15% based on individual assessments, and 5% based on performance against 2023 ESG goals. (4)PSUs vest on the third anniversary of the grant date, if earned. Value for Mr. Currier includes performance cash units awarded prior to him becoming an NEO. (5)Stock options vest ratably over four years, have a 10-year term, and are subject to stock ownership and post-exercise holding requirements. (6)RSUs vest over a four-year period and are subject to stock ownership and post-vesting holding requirements.
COMPENSATION DISCUSSION AND ANALYSIS CEO COMPENSATION DECISIONS As of the date on which Mr. Kapur became CEO, the independent directors approved a promotional compensation package for Mr. Kapur comprised of (a) a base salary of $1,500,000, (b) a target annual incentive compensation opportunity of 175% of base salary (prorated to 154.3% for 2023), and (c) an incremental long-term incentive award with a grant date value of $4,140,000 (50% in PSUs, 25% in RSUs, and 25% in stock options), which increased his total 2023 target long-term incentive value to $10,040,000 (after considering the LTI award he previously received as Chief Operating Officer in February 2023). For 2024, Mr. Kapur's Target Total Compensation will be $17,125,000, made up of base salary of $1,500,000, short-term target incentive of 175% of base salary, and total long-term incentive award target value of $13,000,000, with no less than 50% being in the form of three-year performance stock units. In determining the initial compensation for Mr. Kapur, the independent directors reviewed and referenced the elements and level of CEO compensation at the Compensation Peer Group companies and considered other factors, such as CEO tenure and the relative complexity of Honeywell’s multi-industry business profile. Mr. Kapur’s initial total direct compensation opportunity was set below the median of the Compensation Peer Group CEOs. 2023 BASE SALARY DECISIONS In 2023, the MDCC approved base salary actions for each NEO based on an assessment of performance and pay positioning against comparable positions in Compensation Peer Group companies. Coincident with his promotion to Chief Executive Officer on June 1, 2023, Mr. Kapur's base salary was increased to $1,500,000 (from $1,000,000) to better align his pay with comparable CEOs. Effective March 31, 2023, Mr. Lewis' base salary was adjusted upward by 10% to recognize sustained performance and the broad scope of his role in a complex global organization and to better align his base pay and total cash compensation with comparable CFOs at Compensation Peer Group companies. Effective March 31, 2023, Ms. Madden's base salary was increased by 3.5% to maintain her positioning and alignment with comparable peer company General Counsels. Coincident with his promotion to President and CEO, Aerospace in August, Mr. Currier's base salary was increased to $720,000 to align his pay with comparable business unit CEOs. Effective June 1, 2023, Mr. Adamczyk's base salary was reduced by 25% (from $1,700,000 to $1,275,000) when he transitioned from the position of Chairman and CEO, to the position of Executive Chairman of the Board. Mr. Boldea did not receive a base pay adjustment in 2023. As part of the Company's cost saving initiatives, and at the request of management, the base salaries for Mr. Kapur and his staff (including the Other NEOs) were temporarily reduced by 10% from August 7, 2023 through December 31, 2023 (roughly equivalent to two weeks of annual base salary). 2023 ANNUAL INCENTIVE COMPENSATION PLAN DECISIONS As prescribed in Honeywell's ICP program, 80% of the ICP awards earned by the NEOs was determined based on performance against financial targets established by the MDCC in early February 2023 (based on the mid-point of external guidance), 15% of the awards was determined based on the MDCC’s qualitative assessment of individual 2023 performance against objectives and their significant accomplishments (described beginning on page 63), and 5% of the awards was determined based on the MDCC's assessment of performance against ESG goals set for 2023. The potential attainment percentage for each of the formulaic, individual qualitative, and ESG portions of the award could range from 0% to 200% of target. Individual 2023 ICP target amounts for the NEOs were determined by multiplying their 2023 ICP applicable base salary by their individual ICP target award percentage. Individual ICP target award percentages for 2023 were: •Mr. Kapur: 154.3% (represents a proration of his current 175% ICP target and his prior target of 125%). •Mr. Adamczyk: 161.3% (represents a proration of his current 152% target and his prior target of 175%). •Other NEOs: 100%. The changes in individual ICP targets for Mr. Kapur and Mr. Adamczyk were approved by the MDCC and the independent directors, effective June 1, 2023, coincident with the CEO transition.
COMPENSATION DISCUSSION AND ANALYSIS ICP FORMULAIC PORTION (80% OF TARGET AWARD) The following table describes each of the financial ICP metrics and the relative weighting percentage for each metric that is included in the formulaic portion of the ICP payout (i.e., 80%) for each NEO. For Messrs. Kapur, Adamczyk, and Lewis and Ms. Madden (Corporate NEOs), the formulaic portion of their ICP award was based entirely on company-wide (Total Honeywell) adjusted EPS and free cash flow. For Messrs. Boldea and Currier (Business Unit NEOs), in addition to Total Honeywell adjusted EPS and free cash flow, the MDCC also established business unit targets, which were given equal weighting in the ICP formulaic calculation.
2023 ICP GOALS For 2023, the Total Honeywell ICP targets for adjusted EPS and free cash flow were as follows:
As discussed during the Q4 2022 and 2023 Outlook meeting with investors on February 2, 2023, while the 2023 targets assumed net income growth of between $0.4B million and $0.6B million over 2023, the total free cash flow target is lower than 2022 primarily due to the impact of a one-time charge of $1.2B to settle legacy legal matters. Excluding the impact of the settlement charge, the 2023 free cash flow target would have been $5.3 billion (midpoint of $5.1B to $5.5B range), which represents a 7.7% improvement over 2022.
COMPENSATION DISCUSSION AND ANALYSIS ACTUAL PERFORMANCE AGAINST 2023 ICP GOALS The Corporate NEOs' formulaic payout portion of ICP (80% of ICP) was based on actual 2023 performance against 2023 ICP targets as follows:
(1)Metric Payout Percentage based on ICP payout curve, which provides for a 5% increase in payout for each 1% of performance above target, and a 2.5% decrease in payout for each 1% of performance below target, with interpolation for intermediate points on the curve. Mr. Boldea's formulaic payout portion of ICP (80% of ICP) was based on actual 2023 performance against the 2023 ICP goals for both Total Honeywell and the PMT business unit (each weighted equally), as follows:
(1)Metric Payout Percentage based on ICP payout curve, which provides for a 5% increase in payout for each 1% of performance above target, and a 2.5% decrease in payout for each 1% of performance below target, with interpolation for intermediate points on the curve. Mr. Currier's formulaic payout portion of ICP (80% of ICP) was based on actual 2023 performance against the 2023 ICP goals for both Total Honeywell and the AERO business unit (each weighted equally), as follows:
(1)Metric Payout Percentage based on ICP payout curve, which provides for a 5% increase in payout for each 1% of performance above target, and a 2.5% decrease in payout for each 1% of performance below target, with interpolation for intermediate points on the curve. Reconciliation, notes, and definitions of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found on page 49 or in Appendix A. The calculated payout percentages above were multiplied by 80% to arrive at the formulaic portion of the 2023 ICP award for each of the NEOs.
COMPENSATION DISCUSSION AND ANALYSIS ICP INDIVIDUAL QUALITATIVE PORTION (15% OF TARGET AWARD) The MDCC conducted a qualitative assessment to determine the individual qualitative portion of the ICP award payout, which accounted for 15% of the target award for each NEO in 2023. The MDCC first reviewed a scorecard of key performance indicators and business results against annual operating plan goals set at the beginning of 2023, and considered the impact changes in macroeconomic conditions throughout the year had on such results and how management responded to these challenges. The MDCC also reviewed Company performance against the Compensation Peer Group companies and other indices on key business metrics typically used to inform the ICP qualitative assessment. The MDCC then reviewed and considered the key 2023 activities and accomplishments for Mr. Kapur and each of the Other NEOs, some of which are summarized below:
(1)Subject to assurance. (2)Methodology for identifying ESG-oriented solutions is available at investor.honeywell.com (see “ESG/ESG Information/Identification of ESG-Oriented Offerings”).
COMPENSATION DISCUSSION AND ANALYSIS
(1)Adjusted EPS excludes items identified in the non-GAAP reconciliation of adjusted EPS contained within Appendix A of this Proxy Statement. Reconciliation, notes, and definitions of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found on page 49 or in Appendix A.
COMPENSATION DISCUSSION AND ANALYSIS
(1)Effective January 1, 2024, Mr. Boldea transitioned to the role of President and CEO, Industrial Automation (IA). (2)Based on the EPA's GHG equivalency calculator comparing nearly 7 million tons of CO2 per year with gasoline-powered passenger vehicles on the road. (3)Reduced GHG emissions is based on UOP carbon intensity analysis, derived from a 3rd-party study of methanol production from green hydrogen and CO2 captured from biomass processing, in comparison to fossil fuels.
(1)The $10 billion in wins represents Honeywell's assessment of the lifetime value of awards using an internal forecast of the number of AAM vehicles the Company expects to be built.
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION DISCUSSION AND ANALYSIS ICP ESG PORTION (5% OF TARGET AWARD) Honeywell takes seriously its commitment to corporate social responsibility, protection of the environment, and maintenance of sound and effective governance practices. This commitment starts at the top with our executive officers, and is demonstrated through collective progress toward achieving our publicly disclosed sustainability goals, visible contributions to society, and overall progress in our internal goals related to good governance. In order to emphasize the Company's commitment and need for the leadership team to work collectively to achieve business-critical ESG objectives, beginning in 2023, 5% of the ICP awards for the NEOs was based on the MDCC's assessment of performance against certain pre-established ESG goals, the results of which were applied collectively to all the NEOs. Performance against the 2023 environmental and social goals was tracked and reported as either (i) Exceeded, (ii) Achieved, or (iii) Not Achieved. Performance on the governance goal was reported as (i) Achieved, or (ii) Not Achieved.
(1) The three environmental goals are directly aligned with the Company's 10-10-10 public sustainability goals. Following a comprehensive review and discussion of CEO staff performance against the 2023 ESG goals, and broadly considering the success that leadership has had in advancing the Company's sustainability commitments, the MDCC approved an overall attainment percentage of 150% of target for the ESG Portion (5%) of the 2023 ICP awards to the NEOs. APPROVED ICP PAYOUT AMOUNTS After applying the formulaic payout percentages described on page 61 (80% weight), deciding individual qualitative attainment percentages for each NEO based on their assessment of individual performance in 2023 (15% weight), and deciding the appropriate ESG portion payout percentage (5% weight), the MDCC approved 2023 ICP payments as follows:
COMPENSATION DISCUSSION AND ANALYSIS (1)Attainment based on performance against 2023 ICP Goals. Possible attainment can range from 0% to 200%. Payout % can range from 0% to 160%. (2)Attainment based on MDCC individual assessment. Attainment can range from 0% to 200%. Payout % can range from 0% to 30%. (3)Attainment based on MDCC group assessment. Attainment can range from 0% to 200%. Payout % can range from 0% to 10%. (4)The Target 2023 ICP Award Amount for each NEO was determined as follows:
(a)ICP applicable base salary (base salary earned) for the 2023 calendar year, determined in accordance with the ICP plan document, excluding the impact of the temporary 10% reduction in base salary taken from August 7, 2023 through December 31, 2023. (b)Individual Target ICP Award % for Mr. Kapur and Mr. Adamczyk represent prorated targets for 2023. 2023 LONG-TERM INCENTIVE COMPENSATION DECISIONS
TOTAL LTI VALUE For 2023 LTI awards to the NEOs, the MDCC (or, in the case of the CEO, the independent members of the full Board) determined a total annual LTI (Total LTI) value to be awarded and then allocated the award between PSUs, RSUs, and stock options based on the mix proportions described above. Each of the three elements and the respective values awarded to each NEO are described in detail below. In determining the Total LTI value to be awarded to each NEO, factors that were considered included: •The relative value of long-term incentive awards granted to comparable named executive officers at the Compensation Peer Group companies. •Scope of responsibilities and complexity of the organization (absolute and relative to the Compensation Peer Group companies). •The senior executive development and succession plan. •The value of LTI awards granted in prior years. •Each NEO’s leadership impact and expected future contribution toward the overall success of Honeywell.
COMPENSATION DISCUSSION AND ANALYSIS PERFORMANCE STOCK UNITS
COMPENSATION DISCUSSION AND ANALYSIS For the Corporate NEOs, awards are earned based on performance against the Total Honeywell goals stated above. For the Business Unit NEOs, the financial goals portion of the award (75% of the award value, at target) is based on a mix of performance against the Total Honeywell (HON) goals and goals set for their respective business unit (mix shown below). Like the Corporate NEOs, the Business Unit NEOs have 25% of their award based on performance against the three-year Relative TSR metric noted above. If an NEO transfers between business units during the performance period, the final payout is prorated based on the number of days spent in each respective business unit during the three years covered by the award.
2023–2025 PERFORMANCE PLAN GOALS In February 2023, the MDCC approved robust financial targets for the 2023-2025 performance plan. All approved financial targets represent a significant increase over the prior year, as well as appropriately challenging year-over-year improvement in each year of the three-year performance period, all aligned to the Honeywell long-term financial algorithm of 4%–7% organic growth and 40 bps–60 bps of margin expansion.
COMPENSATION DISCUSSION AND ANALYSIS The table below sets out each metric at the Total Honeywell level, along with their respective goals, and the percentage of PSUs awarded that would be earned at each specified level of performance. No PSUs will be earned for a metric if performance falls below the noted threshold. If the Company’s performance for any of the performance metrics falls between the percentages listed on the table, the percentage of PSUs earned shall be determined by linear interpolation.
Effective tax rate assumed in targets will be held neutral to target at the time of measurement. Quantinuum business financials excluded from targets and will be excluded at the time of measurement. (1)Three-year Relative TSR vs the 2023 Compensation Peer Group companies for period of January 1, 2023–December 31, 2025. The Performance Plan is an important component aimed at driving progress toward the achievement of the long-term commitments we have made to our shareowners. At our investor day event in March 2023, we reiterated our updated corporate long-term targets (which were increased in March 2022), reflecting progress on our breakthrough technology and transformation initiatives, strong multi-year performance and our commitment to rigorous target setting. These updated targets also reflect our strong positions in favorable end markets across our portfolio.
Company long-term targets first published in March 2022 and reiterated at the March 2023 Investor Day.
COMPENSATION DISCUSSION AND ANALYSIS 2023-2025 PERFORMANCE PLAN AWARDS TO NEOs The following table presents the number of Performance Stock Units granted to the NEOs for the 2023-2025 performance period, along with their respective grant date value:
(1)Reflects the total number of PSUs awarded in 2023 for the 2023-2025 Performance Plan cycle. Annual officer PSUs were awarded to Messrs. Kapur (14,527 units), Lewis, Boldea, and Adamczyk and Ms. Madden on February 10, 2023. Mr. Kapur received an additional PSU award (10,314 units) in connection with his promotion to Honeywell CEO on June 1, 2023. Mr. Currier received his PSU award at the time of his promotion to CEO and President, Aerospace in August 2023. (2)The grant date value was determined based on (a) the fair market value of Honeywell stock on the date of grant for the 75% of the award tied to performance against internal metrics, and (b) a multifactor Monte Carlo simulation of Honeywell’s stock price and TSR relative to each of the other companies in the Compensation Peer Group, for the 25% of the award with payout determined based on three-year TSR relative to the Compensation Peer Group. At the end of the performance period, the total number of PSUs earned for each NEO shall be determined on a formulaic basis. Dividend equivalents applied during the vesting period as additional PSUs will be adjusted based on the final number of PSUs earned. In determining the final distributions of earned awards, 50% of the resulting PSUs earned will be converted to shares of Company common stock and issued to each NEO, subject to the holding period requirements for officers. The remaining 50% shall be converted to cash based on the fair market value of a share of Honeywell stock on the last day of the performance period and paid to each NEO in the first quarter following the end of the performance period. Prior to his promotion to President and CEO, Aerospace in August 2023, Mr. Currier also received an executive-level award of performance cash units under the 2023-2025 Performance Plan in February, 2023, with a target value of $144,000. While the MDCC considered this award for purposes of determining Mr. Currier's total target 2023 compensation, pursuant to SEC disclosure rules, cash-based long-term performance awards are not reported on the Summary Compensation Table until the performance period ends and the value of the final earned award is determined.
COMPENSATION DISCUSSION AND ANALYSIS 2021-2023 PERFORMANCE PLAN ASSESSMENT
PSU Formulaic Calculation In February 2024, the MDCC reviewed the outcomes for the 2021-2023 executive officer PSUs, determined as of December 31, 2023. The following table displays the formulaic 2021-2023 PSU calculation payout results:
COMPENSATION DISCUSSION AND ANALYSIS The table below shows plan-basis TSR details for Honeywell and the 2021 Compensation Peer Group for the three-year performance period of January 1, 2021–December 31, 2023:
(1)Based on three-year TSR determined on a ‘plan-basis’, which uses a 30-trading day average of stock prices from the beginning, and to the end, of the three-year performance period. Honeywell's plan-basis 3-year relative percentile ranking of 11% was below threshold for this performance plan cycle. As a result, no portion of the 2021-2023 performance plan award was earned on this metric. Payout Decision In February 2024, the MDCC reviewed and assessed the overall formulaic PSU calculation for the 2021-2023 performance cycle for the NEOs that received them. Calculated performance equaled 145% for the Corporate NEOs. The calculated payout for Mr. Kapur of 146.8% reflects a blended proration based on his service in HBT, PMT, and Corporate over the 3-year performance period. Messrs. Boldea and Currier did not receive PSUs for the 2021-2023 cycle. 2021-2023 PSU Payouts Based on the final approved award payout percentages for the 2021-2023 performance period for those NEOs who received their 2021-2023 Performance Plan award in the form of PSUs, the MDCC approved the following individual awards to the NEOs:
(1)Includes additional PSUs from dividend equivalents. Earned awards became fully vested on February 12, 2024. 50% of the PSUs earned were converted to shares of Honeywell common stock, with the net shares paid subject to an additional one-year holding period, in accordance with the officer stock ownership guidelines. The remaining 50% was converted to cash based on the closing stock price of Honeywell common stock on December 31, 2023, and paid in March 2024.
COMPENSATION DISCUSSION AND ANALYSIS 2021-2023 Performance Cash Unit Payouts (Mr. Currier only) In February 2024, the MDCC also reviewed the calculated outcomes for the 2021–2023 Performance Cash Units (PCUs) issued to non-officer executives in 2021 (which included Mr. Currier, who was a non-officer at the time of grant). The non-officer performance plan follows the same structure as the 2021–2023 PSUs described above, but excludes the portion of the award that is tied to relative TSR.
(1)Results for AERO executives based 50% on performance against Total Honeywell targets and 50% on performance against Aerospace targets. Based on the final approved award payout percentage for non-officer Aerospace executives who received a 2021-2023 Performance Plan award in the form of performance cash units, the following individual award was earned by Mr. Currier:
The earned award for Mr. Currier became fully vested on February 12, 2024, and was paid in cash in March 2024. In accordance with SEC disclosure requirements for cash-based awards, 100% of the earned cash award for Mr. Currier for the 2021-2023 performance period is included as part of 2023 Non-Equity Incentive Compensation on the Summary Compensation Table, even though originally granted in 2021. The MDCC considered this 2021-2023 cash unit award as part of Mr. Currier's 2021 total annual direct compensation (in the year it was granted), which differs from how it is reported on the Summary Compensation Table. Mr. Currier became an executive officer in August 2023, and he has received PSU awards since then.
COMPENSATION DISCUSSION AND ANALYSIS STOCK OPTIONS
(1)Reflects the total number of stock options awarded to each NEO in 2023. The strike price for options granted is equal to the fair market value of Honeywell stock on the date of grant. Options vest 25% per year over four years from the grant date. Upon exercise, stock options are settled in shares of Honeywell stock with the NEO required to hold the resulting net gain shares at least one year before being able to sell them. (2)Annual officer stock options were awarded to Messrs. Kapur (36,960 options), Lewis, Boldea, and Adamczyk and Ms. Madden on February 10, 2023, at a Black-Scholes value of $39.91 per option. Mr. Kapur received an additional stock option award (28,592 options) in connection with his promotion to Honeywell CEO on June 1, 2023, at a Black-Scholes value of $36.20 per option. Mr. Currier received his annual award (3,719 options) on February 23, 2023, at a Black-Scholes value of $38.73 per option, and an additional stock options award (20,552 options) at the time of his promotion to CEO and President, Aerospace on August 1, 2023, at a Black-Scholes value of $37.71 per option. RESTRICTED STOCK UNITS
The following table presents the total number of RSUs granted to each NEO in 2023 and their respective grant date values:
(1)Annual RSUs were awarded to Messrs. Kapur (7,390 RSUs), Lewis, Boldea, Currier (742 RSUs) and Adamczyk and Ms. Madden in February 2023. Mr. Kapur received an additional award (5,380 RSUs) in connection with his promotion to Honeywell CEO on June 1, 2023. Mr. Currier received an additional award (3,998 RSUs) in connection with his promotion to CEO and President, Aerospace on August 1, 2023. (2)Officer RSUs vest 33%, 33%, and 34% on the second, third, and fourth anniversaries of the grant date, respectively. During the vesting period, dividend equivalents will be earned in the form of additional RSU shares based on regular dividends paid by Honeywell, with such additional dividends vesting on the same timing as the underlying RSUs to which they relate. In addition, upon vesting, RSUs are settled in shares of Honeywell stock with the NEO required to hold the resulting net shares at least one year before being able to sell them. (3)Grant date value is determined using the average of the high and low stock prices of Honeywell stock on the grant date. Numbers shown are based on a grant date value of $199.60 for the February 10, 2023 grants, $194.31 for the February 23, 2023 grant (Currier only), $192.39 for the June 1, 2023 grant, and $193.88 for the August 1, 2023 grant.
COMPENSATION DISCUSSION AND ANALYSIS OTHER COMPENSATION AND BENEFIT PROGRAMS RETIREMENT PLANS We offer various retirement benefits to our NEOs. Specifically, depending upon when and where they joined the Company, some NEOs may participate in broad-based plans, including a defined benefit pension plan and a 401(k) savings plan that provides matching Company contributions. We also maintain an unfunded supplemental retirement plan to replace the portion of an executive’s pension benefit that cannot be paid under the broad-based plans because of Internal Revenue Service (IRS) limitations. More information on retirement benefits can be found beginning on page 87. NONQUALIFIED DEFERRED COMPENSATION PLANS Honeywell executives (including the NEOs) may choose to participate in certain nonqualified deferred compensation plans to permit retirement savings in a tax-efficient manner. Executives can elect to defer up to 100% of their annual ICP awards. In addition, executives may also participate in the Honeywell Supplemental Savings Plan to defer base salary that cannot be contributed to the Company’s 401(k) savings plan due to IRS limitations. These amounts are matched by the Company only to the extent required to make up for a shortfall in the available match under the 401(k) savings plan due to IRS limitations. Deferred compensation balances earn interest at a fixed rate based on the Company’s 15-year cost of borrowing, which is subject to change on an annual basis (5.11% for 2023). Matching contributions are treated as if invested in Company common stock. These plans are explained in more detail on page 89. BENEFITS AND PERQUISITES Our NEOs are entitled to participate in Honeywell-wide benefits such as life, medical, dental, and accidental death and disability insurance, which are competitive with other similarly sized companies. The NEOs participate in these programs on the same basis as the rest of our salaried employees. We also maintain low-cost excess liability coverage for all executive-level personnel, including the NEOs. The NEOs are also eligible for an annual executive physical, and Charlotte-based officers participate in a low-cost regional concierge medical service program. Our security policy requires that our Executive Chairman and CEO use Honeywell aircraft for all air travel (business or personal) to ensure personal security and protect the confidentiality of our business. From time to time, we also permit other executive officers to use Honeywell aircraft for personal or business use. The security plan for the Executive Chairman and CEO also provides for home security and related monitoring. RISK OVERSIGHT CONSIDERATIONS The MDCC believes that balancing the various elements of Honeywell’s executive compensation program: •Supports the achievement of competitive sales, earnings, and cash performance in variable economic and industry conditions without undue risk; and •Mitigates the potential to reward risk-taking that may produce short-term results that appear in isolation to be favorable, but that may undermine the successful execution of the Company’s long-term business strategy and adversely impact shareowner value.
COMPENSATION DISCUSSION AND ANALYSIS The following compensation design features guard against unnecessary or excessive risk-taking:
Based upon the MDCC’s risk oversight and compensation policies, the risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on Honeywell’s operations or results. A full discussion of the role of the Board in the risk oversight process begins on page 40 of this Proxy Statement. THREE-YEAR CUMULATIVE GROWTH The MDCC also reviews Honeywell’s performance relative to the Compensation Peer Group over multi-year time periods. The following graphs show the Company’s performance versus the median of the Compensation Peer Group for four key metrics over the three-year period ending in
Source: S&P Capital IQ for peer data. Reconciliation, notes, and definitions of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found on page
COMPENSATION DISCUSSION AND ANALYSIS THREE-YEAR AVERAGE RETURN The MDCC also carefully considers several different ratios that are important measures of Honeywell’s earnings performance compared to the Compensation Peer Group median. Shareowners have told the Company that they regard ROIC as a particularly important metric because it shows how well management is balancing delivery of short-term results against long-term sustainable growth. Honeywell’s three-year average ROIC was
Source: S&P Capital IQ for peer data. CUMULATIVE TOTAL SHAREOWNER RETURN (TSR) RELATIVE TO PEERS The following graphs show Honeywell's TSR performance versus the median of the Compensation Peer Group over multiple timeframes.
Source: S&P Capital IQ, as of December 31, TSR is calculated by the growth in capital from purchasing a share in a company and assuming dividends (regular and special) and share distributions received from any spins are reinvested in the applicable company at the time they are paid.
COMPENSATION DISCUSSION AND ANALYSIS The table below summarizes compensation awarded to the NEOs in
COMPENSATION DISCUSSION AND ANALYSIS The 2023 TOTAL TARGET DIRECT COMPENSATION
(1)Base Salary at the end of 2023. (2)Target $ ICP based on actual base salary earned in 2023 (see page 68) multiplied by the NEO's 2023 ICP Target %. (3)Target % ICP reflects prorated target for Messrs. Kapur and Adamczyk. Mr. Kapur's target ICP was increased from 125% to 175% on June 1, 2023, effective with his promotion to CEO. Mr. Adamczyk's target ICP was decreased from 175% to 152% on June 1, 2023, when he stepped down from the CEO position. (4)Total target value of LTI awarded in 2023. Includes promotional awards to Messrs. Kapur and Currier. Mr. Adamczyk's grant was made in February 2023 while still in the role of CEO. Mr. Kapur's LTI award total reflects partial year in the role of CEO. (5)Effective January 1, 2024, Mr. Boldea transitioned to the role of President and CEO, Industrial Automation (IA). 2023 ACTUAL TOTAL ANNUAL DIRECT COMPENSATION
(1)Effective January 1, 2024, Mr. Boldea transitioned to the role of President and CEO, Industrial Automation (IA). (2)Represents base salary actually paid in 2023. (3)Annual ICP payouts determined 80% based on
COMPENSATION DISCUSSION AND ANALYSIS CEO COMPENSATION DECISIONS As of the date on which Mr. Kapur became CEO, the independent directors approved a promotional compensation package for Mr. Kapur comprised of (a) a base salary of $1,500,000, (b) a target annual incentive compensation opportunity of 175% of base salary (prorated to 154.3% for 2023), and (c) an incremental long-term incentive award with a grant date value of $4,140,000 (50% in PSUs, 25% in RSUs, and 25% in stock options), which increased his total 2023 target long-term incentive value to $10,040,000 (after considering the LTI award he previously received as Chief Operating Officer in February 2023). For 2024, Mr. Kapur's Target Total Compensation will be $17,125,000, made up of base salary of $1,500,000, short-term target incentive of 175% of base salary, and total long-term incentive award target value of $13,000,000, with no less than 50% being in the form of three-year performance stock units. In determining the initial compensation for Mr. Kapur, the independent directors reviewed and referenced the elements and level of CEO compensation at the Compensation Peer Group companies and considered other factors, such as CEO tenure and the relative complexity of Honeywell’s multi-industry business profile. Mr. Kapur’s initial total direct compensation opportunity was set below the median of the Compensation Peer Group CEOs. Coincident with his promotion to Chief Executive Officer on June 1, 2023, Mr. Effective March 31, 2023, Mr. Lewis' base salary was adjusted upward by Effective March 31, 2023, Ms. Madden's base salary was increased by 3.5% to maintain her positioning and alignment with comparable peer company Effective June 1, 2023, Mr. Adamczyk's base salary was reduced by 25% (from $1,700,000 to $1,275,000) when he transitioned from the position of Chairman and CEO, to the position of Executive Chairman of the Board. Mr. As part of the As prescribed in Honeywell's ICP program, 80% of the ICP awards earned by the NEOs was determined Individual Individual ICP target award percentages for •Mr. Kapur: 154.3% (represents a proration of his current 175% ICP target and his prior target of 125%). •Mr. Adamczyk: 161.3% (represents a proration of his current 152% target and his prior target of 175%). •Other NEOs: 100%.
COMPENSATION DISCUSSION AND ANALYSIS ICP FORMULAIC PORTION (80% OF TARGET AWARD) The following table describes each of the financial ICP metrics and the relative weighting percentage for each metric that is included in the formulaic portion of the ICP payout (i.e., 80%) for each NEO. For Messrs. Kapur, Adamczyk, and Lewis and Ms. Madden (Corporate NEOs), the formulaic portion of their ICP award was based entirely on company-wide (Total Honeywell) adjusted EPS and free cash flow. For
For
As discussed during the Q4 2022 and 2023 Outlook meeting with investors on February 2, 2023, while the 2023 targets assumed net income growth of between $0.4B million and $0.6B million over 2023, the total free cash flow target is lower than 2022 primarily due to the impact of a one-time charge of $1.2B to settle legacy legal matters. Excluding the impact of the settlement charge, the 2023 free cash flow target would have been $5.3 billion (midpoint of $5.1B to $5.5B range), which represents a 7.7% improvement over 2022.
COMPENSATION DISCUSSION AND ANALYSIS ACTUAL PERFORMANCE AGAINST The Corporate
Mr. Currier's formulaic payout portion of ICP (80% of ICP) was based on actual 2023 performance against the 2023 ICP goals for both Total Honeywell and the AERO business unit (each weighted equally), as follows:
(1)Metric Payout Percentage based on ICP payout curve, which provides for a 5% increase in payout for each 1% of performance above target, and a 2.5% decrease in payout for each 1% of performance below target, with interpolation for intermediate points on the curve. Reconciliation, notes, and definitions of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found on page The calculated payout percentages above were multiplied by 80% to arrive at the formulaic portion of the
COMPENSATION DISCUSSION AND ANALYSIS ICP INDIVIDUAL QUALITATIVE PORTION The MDCC conducted a qualitative assessment to determine the individual qualitative portion of the ICP award payout, which accounted for The MDCC then reviewed and considered the key
(2)Methodology for identifying ESG-oriented solutions is available at investor.honeywell.com (see
COMPENSATION DISCUSSION AND ANALYSIS
(1)Adjusted EPS excludes items identified in the non-GAAP reconciliation of adjusted EPS contained within Appendix A of this Proxy Statement. Reconciliation, notes, and definitions of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found on page 49 or in Appendix A.
COMPENSATION DISCUSSION AND ANALYSIS
(1)Effective January 1, 2024, Mr. Boldea transitioned to the role of President and CEO, Industrial Automation (IA). (2)Based on the EPA's GHG equivalency calculator comparing nearly 7 million tons of CO2 per year with gasoline-powered passenger vehicles on the road. (3)Reduced GHG emissions is based on UOP carbon intensity analysis, derived from a 3rd-party study of methanol production from green hydrogen and CO2 captured from biomass processing, in comparison to fossil fuels.
(1)The $10 billion in wins represents Honeywell's assessment of the lifetime value of awards using an internal forecast of the number of AAM vehicles the Company expects to be built.
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION DISCUSSION AND ANALYSIS ICP ESG PORTION (5% OF TARGET AWARD) Honeywell takes seriously its commitment to corporate social responsibility, protection of the environment, and maintenance of sound and effective governance practices. This commitment starts at the top with our executive officers, and is demonstrated through collective progress toward achieving our publicly disclosed sustainability goals, visible contributions to society, and overall progress in our internal goals related to good governance. In order to emphasize the Company's commitment and need for the leadership team to work collectively to achieve business-critical ESG objectives, beginning in 2023, 5% of the ICP awards for the NEOs was based on the MDCC's assessment of performance against certain pre-established ESG goals, the results of which were applied collectively to all the NEOs. Performance against the 2023 environmental and social goals was tracked and reported as either (i) Exceeded, (ii) Achieved, or (iii) Not Achieved. Performance on the governance goal was reported as (i) Achieved, or (ii) Not Achieved.
(1) The three environmental goals are directly aligned with the Company's 10-10-10 public sustainability goals. Following a comprehensive review and discussion of CEO staff performance against the 2023 ESG goals, and broadly considering the success that leadership has had in advancing the Company's sustainability commitments, the MDCC approved an overall attainment percentage of 150% of target for the ESG Portion (5%) of the 2023 ICP awards to the NEOs. APPROVED ICP PAYOUT After applying the formulaic payout percentages described on page 61 (80% weight)
COMPENSATION DISCUSSION AND ANALYSIS (1)Attainment based on performance against (2)Attainment based on MDCC individual assessment. Attainment can range from 0% to 200%. Payout % can range from 0% to (3) (4)
(a)ICP applicable base salary (b)Individual Target ICP Award % for Mr. Kapur and Mr. Adamczyk represent prorated targets for 2023.
TOTAL LTI VALUE For In determining the Total LTI value to be awarded to each NEO, factors that were considered included: •The relative value of long-term incentive awards granted to comparable named executive officers at the Compensation Peer Group companies. •Scope of responsibilities and complexity of the organization (absolute and relative to the Compensation Peer Group companies). •The senior executive development and succession plan. •The value of LTI awards granted in prior years. •Each NEO’s leadership impact and expected future contribution toward the overall success of Honeywell.
COMPENSATION DISCUSSION AND ANALYSIS PERFORMANCE STOCK UNITS
COMPENSATION DISCUSSION AND ANALYSIS For the Corporate NEOs, awards are earned based on performance against the Total Honeywell goals stated above. For the Business Unit NEOs, the financial goals portion of the award (75% of the award value, at target) is based on a mix of performance against the Total Honeywell (HON) goals and goals set for their respective business unit (mix shown below). Like the Corporate NEOs, the Business Unit NEOs have 25% of their award based on performance against the three-year Relative TSR metric noted above. If
In February 2023, the MDCC approved robust financial targets for the 2023-2025 performance plan. All approved financial targets represent a significant increase over the prior year, as well as appropriately challenging year-over-year improvement in each year of the three-year performance period, all aligned to the Honeywell long-term financial algorithm of 4%–7% organic growth and 40 bps–60 bps of margin expansion.
COMPENSATION DISCUSSION AND ANALYSIS | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Threshold | Target | 150% Payout | Maximum | ||||||||||||||||||||||||||
3-Year Cumulative Revenue ($M) | TOTAL MAXIMUM PAYOUT CAPPED AT 200% | ||||||||||||||||||||||||||||
3-Year Average Segment Margin Rate | |||||||||||||||||||||||||||||
3-Year Average ROI | |||||||||||||||||||||||||||||
% of PSUs Earned for Each Metric | |||||||||||||||||||||||||||||
Threshold | Target | 150% Payout | Maximum | ||||||||||||||||||||||||||
3-Year Relative TSR Percentile(1) | |||||||||||||||||||||||||||||
% of PSUs Earned | |||||||||||||||||||||||||||||
KEY METRICS | PRIOR LONG TERM TARGETS | CURRENT LONG TERM TARGETS | |||||||||
Sales Growth | 3%–5% Organic Growth | 4%–7% Organic Growth | |||||||||
Segment Margin Expansion | 30 bps–50 bps per Year | 40 bps–60 bps per Year | |||||||||
Free Cash Flow Margin | No Prior Target | Mid-Teens Percent of Sales | |||||||||
Capital Deployment | No Prior Target | Deploy at Least $25B Between 2023-2025 |
2024 NOTICE AND PROXY STATEMENT | |
NEO | NEO | Target # of PSUs (1) | Grant Date Value(2) | NEO | Target # of PSUs(1) | Grant Date Value(2) | ||||||||||||||||
Mr. Adamczyk | 35,300 | $ | 7,502,309 | |||||||||||||||||||
Mr. Kapur | ||||||||||||||||||||||
Mr. Lewis | Mr. Lewis | 11,100 | $ | 2,359,083 | ||||||||||||||||||
Ms. Madden | Ms. Madden | 11,100 | $ | 2,359,083 | ||||||||||||||||||
Ms. Dallara | 9,200 | $ | 1,955,276 | |||||||||||||||||||
Mr. Madsen | 7,400 | $ | 1,572,722 | |||||||||||||||||||
Mr. Boldea | ||||||||||||||||||||||
Mr. Currier | ||||||||||||||||||||||
Mr. Adamczyk |
| |
• •Payout reflects 3-year financial results that exceeded plan targets. •Payout reduced for below threshold result on the 3-year Relative TSR metric for the measurement period ending December 31, 2023 (shareowner alignment). | ||
Total Honeywell | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | ||||||||||||||||||||||
3-Year Cumulative Revenue ($M) | $108,543 | $112,480 | $116,417 | $103,775 | 0 | % | 25 | % | 0 | % | |||||||||||||||||||
3-Year Average Segment Margin Rate | 20.7% | 21.2% | >= 21.7% | 20.8 | % | 60 | % | 25 | % | 15 | % | ||||||||||||||||||
3-Year Average ROI | 23.4% | 24.2% | >= 24.9% | 22.1 | % | 0 | % | 25 | % | 0 | % | ||||||||||||||||||
3-Year Relative TSR | 35th Percentile | 50th Percentile | >= 75th Percentile | 61st Percentile | 154 | % | 25 | % | 39 | % | |||||||||||||||||||
Total PSU Calculated Percentage–Corporate NEOs (Messrs. Adamczyk and Lewis, and Ms. Madden)–Based 100% on performance against Total Honeywell goals | 54 | % | |||||||||||||||||||||||||||
Total PSU Calculated Percentage–HCE Business Unit (Ms. Dallara)–Financial metrics portion based 67% on Total Honeywell and 33% on Business Unit goals(2) | 71 | % | |||||||||||||||||||||||||||
(1)Consistent with goal setting parameters, revenue was adjusted to exclude the impact of corporate transactions and fluctuations in foreign currency. Segment margin was adjusted to exclude the impact of corporate transactions. ROI was adjusted to exclude the impact of corporate transactions and the impact of pension income and asset fluctuations. | |||||||||||||||||||||||||||||
(2)Business Unit goals are based on the business unit’s performance on three-year revenue and segment margin performance. |
Total Honeywell | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | ||||||||||||||||||||||
Cumulative Revenue ($M) | $102,156 | $105,861 | $109,567 | $108,837 | 180 | % | 25 | % | 45 | % | |||||||||||||||||||
Average Segment Margin Rate | 20.8 | % | 21.3 | % | >=21.8% | 22 | % | 200 | % | 25 | % | 50 | % | ||||||||||||||||
Average ROI | 20.8 | % | 21.6 | % | >= 22.3% | 23.4 | % | 200 | % | 25 | % | 50 | % | ||||||||||||||||
3-Year Relative TSR | 35th Percentile | 50th Percentile | >= 75th Percentile | 11th Percentile | 0 | % | 25 | % | 0 | % | |||||||||||||||||||
Total PSU Calculated Percentage — Corporate NEOs (Messrs. Adamczyk and Lewis, and Ms. Madden) — based 100% on performance against Total Honeywell goals. | 145 | % | |||||||||||||||||||||||||||
HBT | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | ||||||||||||||||||||||
Cumulative Revenue ($M) | $16,522 | $17,121 | $17,720 | $18,347 | 200 | % | 12.5 | % | 25 | % | |||||||||||||||||||
Average Segment Margin Rate | 22.2 | % | 22.7 | % | >= 23.2% | 23.9 | % | 200 | % | 12.5 | % | 25 | % | ||||||||||||||||
Average ROI | 26.0 | % | 26.9 | % | >= 27.8% | 29.3 | % | 200 | % | 12.5 | % | 25 | % | ||||||||||||||||
PMT | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | ||||||||||||||||||||||
Cumulative Revenue ($M) | $29,357 | $30,422 | $31,486 | $33,275 | 200 | % | 12.5 | % | 25 | % | |||||||||||||||||||
Average Segment Margin Rate | 20.6 | % | 21.1 | % | >= 21.6% | 21.8 | % | 200 | % | 12.5 | % | 25 | % | ||||||||||||||||
Average ROI | 13.2 | % | 13.7 | % | >= 14.2% | 17.4 | % | 200 | % | 12.5 | % | 25 | % | ||||||||||||||||
Total PSU Calculated Percentage — Mr. Kapur calculated on a pro-rata basis based on performance of HBT, PMT, and Total Honeywell(2) | 146.8 | % | |||||||||||||||||||||||||||
(1)Business unit executives have a portion of their Performance Plan payout based on performance against plan goals set at the business unit level (i.e., business unit three-year cumulative revenue, business unit average segment margin rate, and business unit three-year average ROI). Consistent with goal setting parameters, revenue was adjusted to exclude the impact of corporate transactions and fluctuations in foreign currency. Segment margin was adjusted to exclude the impact of corporate transactions. ROI was adjusted to exclude the impact of corporate transactions and the impact of pension income and asset fluctuations. | |||||||||||||||||||||||||||||
(2)For the portion of his time in each business unit (i.e., HBT and PMT), Mr. Kapur's calculated payout was based (i) 37.5% on performance against the business unit financial goals, (ii) 37.5% on performance against the Total Honeywell financial goals, and (iii) 25% on Honeywell's three-year relative TSR performance. |
2024 NOTICE AND PROXY STATEMENT | |
Company Name | 3-Year TSR(1) | 3-Year Relative Percentile Ranking | ||||||
Johnson Controls International plc | 157.2 | % | 100 | % | ||||
Eaton Corporation plc | 155.0 | % | 92 | % | ||||
Deere & Company | 130.1 | % | 85 | % | ||||
Illinois Tool Works, Inc. | 93.8 | % | 77 | % | ||||
Caterpillar, Inc. | 66.5 | % | 69 | % | ||||
Emerson Electric Co. | 56.6 | % | 62 | % | ||||
General Electric Company | 36.3 | % | 54 | % | ||||
Raytheon Technologies Corp. | 34.0 | % | 46 | % | ||||
Lockheed Martin Corporation | 30.5 | % | 38 | % | ||||
General Dynamics Corporation | 29.4 | % | 31 | % | ||||
3M Company | (0.6) | % | 23 | % | ||||
Phillips 66 | (12.0) | % | 15 | % | ||||
Schlumberger Limited | (22.2) | % | 8 | % | ||||
The Boeing Company | (43.4) | % | 0 | % | ||||
2019 Compensation Peer Group Median | 35.1 | % | ||||||
Honeywell International Inc. | 55.9 | % | 61 | % |
Company Name | 3-Year Relative Percentile Ranking (1) | ||||
3M Company | 0 | % | |||
Boeing Co. | 27 | % | |||
Caterpillar Inc. | 67 | % | |||
Deere & Company | 47 | % | |||
Dow Inc. | 13 | % | |||
Dupont de Nemours, Inc. | 7 | % | |||
Eaton Corporation plc | 93 | % | |||
Emerson Electric Co. | 33 | % | |||
General Dynamics Corporation | 73 | % | |||
General Electric Company | 80 | % | |||
Illinois Tool Works Inc. | 53 | % | |||
Johnson Controls Int. plc | 20 | % | |||
Lockheed Martin Corp. | 60 | % | |||
Phillips 66 | 87 | % | |||
Raytheon Technologies Corp. | 40 | % | |||
Schlumberger Ltd. | 100 | % | |||
Honeywell International Inc. | 10 | % |
Total Honeywell | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight (adjusted) | Weighted Payout % | ||||||||||||||||||||||
3-Year Cumulative Revenue ($M) | $108,543 | $112,480 | $116,417 | $103,775 | 0 | % | 16.67 | % | 0 | % | |||||||||||||||||||
3-Year Average Segment Margin Rate | 20.7% | 21.2% | >= 21.7% | 20.8 | % | 60 | % | 16.67 | % | 10 | % | ||||||||||||||||||
3-Year Average ROI | 23.4% | 24.2% | >= 24.9% | 22.1 | % | 0 | % | 16.67 | % | 0 | % | ||||||||||||||||||
3-Year Relative TSR | 35th Percentile | 50th Percentile | >= 75th Percentile | 61st Percentile | 154 | % | 50 | % | 77 | % | |||||||||||||||||||
Total PSU Calculated Percentage–Corporate NEOs (Messrs. Adamczyk and Lewis, and Ms. Madden)–Based 100% on performance against Total Honeywell goals | 87 | % | |||||||||||||||||||||||||||
Total PSU Calculated Percentage–HCE Business Unit (Ms. Dallara)–Financial metrics portion based 67% on Total Honeywell and 33% on Business Unit goals | 99 | % | |||||||||||||||||||||||||||
(1)Consistent with goal setting parameters, revenue was adjusted to exclude the impact of corporate transactions and fluctuations in foreign currency. Segment margin was adjusted to exclude the impact of corporate transactions. ROI was adjusted to exclude the impact of corporate transactions and the impact of pension income and asset fluctuations. |
NEO | NEO | 2019-2021 PSUs at Target (1) | Total Payout % | Total 2019-2021 PSUs Earned | NEO | 2021-2023 PSUs at Target(1) | Total Payout % | Total 2021-2023 PSUs Earned | ||||||||||||||
Mr. Adamczyk | Mr. Adamczyk | 43,640 | 87 | % | 37,967 | |||||||||||||||||
Mr. Kapur | ||||||||||||||||||||||
Mr. Lewis | Mr. Lewis | 11,595 | 87 | % | 10,088 | |||||||||||||||||
Ms. Madden | Ms. Madden | 11,595 | 87 | % | 10,088 | |||||||||||||||||
Ms. Dallara | 8,855 | 99 | % | 8,766 |
74 | | 2024 NOTICE AND PROXY STATEMENT |
AERO | Threshold | Target | Maximum | Actual Plan Performance(1) | Payout Factor | Weight | Weighted Payout % | ||||||||||||||||||||||
AERO Revenue | $36,021 | $37,327 | $38,634 | $36,561 | 71 | % | 16.7 | % | 12 | % | |||||||||||||||||||
AERO Margin | 26.2 | % | 26.7 | % | >= 27.2% | 27.1 | % | 180 | % | 16.7 | % | 30 | % | ||||||||||||||||
AERO ROI | 42.1 | % | 43.6 | % | >= 45.1% | 41.7 | % | 0 | % | 16.7 | % | 0 | % | ||||||||||||||||
HON Revenue | $102,156 | $105,861 | $109,567 | $108,837 | 180 | % | 16.7 | % | 30 | % | |||||||||||||||||||
HON Segment Margin Rate | 20.8 | % | 21.3 | % | >= 21.8% | 22.0 | % | 200 | % | 16.7 | % | 33 | % | ||||||||||||||||
HON Average ROI | 20.8 | % | 21.6 | % | >= 22.3% | 23.4 | % | 200 | % | 16.7 | % | 33 | % | ||||||||||||||||
Total Earned Performance Cash Unit Payout Percentage — AERO executives (non-officer), includes Mr. Currier as non-officer in 2021 | 138 | % |
AERO Performance Goals (1) | 2019 Performance | 2020 Performance (Pandemic Impacted) | 2021 Performance | 3-Year Average Performance(2) | Weight | Weighted Payout % | ||||||||||||||||||||
Revenue | 163 | % | 0 | % | 82% | 81.7 | % | 33.33 | % | 27 | % | |||||||||||||||
Segment Margin Rate | 180 | % | 100 | % | 160% | 146.7 | % | 33.33 | % | 49 | % | |||||||||||||||
ROI | 163 | % | 0 | % | 50% | 71.0 | % | 33.33 | % | 24 | % | |||||||||||||||
Total Earned Cash Unit Payout Percentage – AERO executives (non-officer), includes Mr. Madsen as non-officer in 2019 | 100 | % |
NEO | 2019-2021 Performance Cash Units at Target | Value Per Unit | Total Earned Award % | Total 2019-2021 Performance Cash Award Earned | ||||||||||
Mr. Madsen | 5,110 | $100 | 100 | % | $511,000 |
NEO | 2021-2023 Performance Cash Units at Target | Value Per Unit | Total Earned Award | Total 2021-2023 Performance Cash Award Earned | |||||||||||||
Mr. Currier | $934 | $100.00 | 138 | % | $ | 128,892 |
2024 NOTICE AND PROXY STATEMENT | | 75 |
Stock options granted to the NEOs in 2023 represented 25% of their total annual LTI value and mix. The MDCC believes Stock options |
NEO | # of Stock Options(1) | Grant Date Value(2) | |||||||||
Mr. Kapur | $65,552 | $ | 2,510,104 | ||||||||
Mr. Lewis | 34,270 | 1,367,716 | |||||||||
Ms. Madden | 31,225 | 1,246,190 | |||||||||
Mr. Boldea | 23,805 | 950,058 | |||||||||
Mr. Currier | 24,271 | 919,053 | |||||||||
Mr. Adamczyk | 112,755 | 4,500,052 |
NEO | # of Stock Options (1) | Grant Date Value (2) | |||||||||
Mr. Adamczyk | 163,500 | $ | 5,248,350 | ||||||||
Mr. Lewis | 51,200 | $ | 1,643,520 | ||||||||
Ms. Madden | 51,200 | $ | 1,643,520 | ||||||||
Ms. Dallara | 42,500 | $ | 1,364,250 | ||||||||
Mr. Madsen | 34,100 | $ | 1,094,610 |
RSUs granted to the NEOs in 2023 represented 25% of their total annual LTI value and mix. RSUs |
NEO | NEO | # of RSUs (1)(2) | Grant Date Value (3) | NEO | # of RSUs(1)(2) | Grant Date Value(3) | ||||||||||||||||
Mr. Adamczyk | 11,000 | $ | 2,229,920 | |||||||||||||||||||
Mr. Kapur | ||||||||||||||||||||||
Mr. Lewis | Mr. Lewis | 3,400 | $ | 689,248 | ||||||||||||||||||
Ms. Madden | Ms. Madden | 3,400 | $ | 689,248 | ||||||||||||||||||
Ms. Dallara | 2,800 | $ | 567,616 | |||||||||||||||||||
Mr. Madsen | 2,300 | $ | 466,256 | |||||||||||||||||||
Mr. Boldea | ||||||||||||||||||||||
Mr. Currier | ||||||||||||||||||||||
Mr. Adamczyk |
76 | | 2024 NOTICE AND PROXY STATEMENT |
2024 NOTICE AND PROXY STATEMENT | | 77 |
Robust processesfor developing strategic and annual operating plans, approval of capital investments, internal controls over financial reporting, and other financial, operational, and compliance policies and practices. | ||||||||
Diversity of the Company’s overall portfolioof businesses with respect to industries and markets served (types, long-cycle/short-cycle), products and services sold, and geographic footprint. | ||||||||
MDCC review and approvalof corporate, business, and individual executive officer objectives to ensure that these goals are aligned with the Company’s annual operating and strategic plans, achieve the proper risk/reward balance, and do not encourage unnecessary or excessive risk-taking. |
Executive compensation features that guard against unnecessary or excessive risk-taking include: •Pay mix between fixed and variable, annual, and long-term, and cash and equity compensation is designed to encourage strategies and actions that are in the Company’s long-term best interests. •Base salaries are positioned to be consistent with executives’ responsibilities, so they are not motivated to take excessive risks to achieve financial security. •Incentive awards are determined based on a review of a variety of performance indicators, diversifying the risk associated with any single performance indicator. •Design of long-term compensation program rewards executives for driving sustainable, profitable growth. •Vesting periods for equity compensation awards encourage executives to focus on sustained stock price appreciation. •Incentive plans are not overly leveraged, have maximum payout caps, and have design features that are intended to balance pay for performance with an appropriate level of risk-taking. •The MDCC retains discretionary authority to exclude unusual or infrequently occurring items, extraordinary items, and the cumulative effect of changes in accounting treatment when determining performance attainment under formulaic plans where events and/or business conditions warrant. | ||||||||
Clawback policies | ||||||||
Prohibition on hedging and pledging of sharesby executive officers and directors. | ||||||||
Ownership thresholdsin the Company’s stock ownership guidelines for officers | ||||||||
Holding periods in the Company's stock ownership guidelinesrequire that officers must hold 100% of the net shares from vesting of RSUs, the net shares issued from PSUs, and the net gain shares from option exercises for at least one year. | ||||||||
| 2024 NOTICE AND PROXY STATEMENT |
Mr. | Other NEOs (Average) | ||||||||||
At |
2024 NOTICE AND PROXY STATEMENT | | 79 |
| 2024 NOTICE AND PROXY STATEMENT |
Named Executive Officer | Year | Salary | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | Change In Pension Value and Nonqualified Deferred Compensation Earnings(5) | All Other Compensation(6) | SEC Total Compensation(7) | Non-SEC Total Annual Direct Compensation(8) | |||||||||||||||||||||||||||||||||||||||||||||||
Darius Adamczyk Chairman and Chief Executive Officer | 2021 | $ | 1,675,616 | $ | 14,486,389 | $ | 5,248,350 | $ | 3,910,000 | $ | 608,232 | $ | 171,533 | $26,100,120 | $ | 20,566,195 | ||||||||||||||||||||||||||||||||||||||||
2020 | $ | 1,566,154 | $ | 9,113,476 | $ | 4,898,608 | $ | 2,508,000 | $ | 810,840 | $ | 178,203 | $19,075,281 | $ | 18,086,238 | |||||||||||||||||||||||||||||||||||||||||
2019 | $ | 1,600,000 | $ | 8,612,506 | $ | 4,635,409 | $ | 4,065,000 | $ | 748,107 | $ | 864,082 | $20,525,104 | $ | 18,912,915 | |||||||||||||||||||||||||||||||||||||||||
Gregory P. Lewis Senior Vice President, Chief Financial Officer | 2021 | $ | 830,493 | $ | 4,518,031 | $ | 1,643,520 | $ | 1,107,000 | $ | 215,089 | $ | 65,570 | $8,379,703 | $ | 6,629,344 | ||||||||||||||||||||||||||||||||||||||||
2020 | $ | 753,711 | $ | 2,801,775 | $ | 1,502,982 | $ | 1,460,750 | $ | 254,487 | $ | 57,627 | $6,831,332 | $ | 5,747,468 | |||||||||||||||||||||||||||||||||||||||||
2019 | $ | 749,808 | $ | 2,288,198 | $ | 1,222,904 | $ | 1,866,600 | $ | 185,939 | $ | 331,184 | $6,644,633 | $ | 5,316,910 | |||||||||||||||||||||||||||||||||||||||||
Anne T. Madden Senior Vice President, General Counsel | 2021 | $ | 869,458 | $ | 4,518,031 | $ | 1,643,520 | $ | 1,159,000 | $ | 389,020 | $ | 80,362 | $8,659,391 | $ | 6,720,309 | ||||||||||||||||||||||||||||||||||||||||
2020 | $ | 825,529 | $ | 2,801,775 | $ | 1,502,982 | $ | 758,000 | $ | 459,798 | $ | 87,544 | $6,435,628 | $ | 5,888,286 | |||||||||||||||||||||||||||||||||||||||||
2019 | $ | 757,019 | $ | 2,288,198 | $ | 1,222,904 | $ | 1,970,500 | $ | 399,898 | $ | 69,977 | $6,708,496 | $ | 5,370,121 | |||||||||||||||||||||||||||||||||||||||||
Que Thanh Dallara(1) President and Chief Executive Officer, Honeywell Connected Enterprise | 2021 | $ | 676,466 | $ | 3,860,000 | $ | 1,364,250 | $ | 804,000 | $ | 773 | $ | 52,160 | $6,757,649 | $ | 5,367,608 | ||||||||||||||||||||||||||||||||||||||||
Michael R. Madsen(1) President and Chief Executive Officer, Aerospace | 2021 | $ | 737,052 | $ | 2,937,572 | $ | 1,094,610 | $ | 1,338,000 | $ | 726 | $ | 53,362 | $6,161,322 | $ | 4,697,640 | ||||||||||||||||||||||||||||||||||||||||
Named Executive Officer | Year | Salary(2) | Bonus | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation(5) | Change In Pension Value and Nonqualified Deferred Compensation Earnings(6) | All Other Compensation(7) | Total Compensation(8) | ||||||||||||||||||||||||||||||||||||||
Vimal Kapur Chief Executive Officer | 2023 | $ | 1,225,000 | $ | — | $ | 7,530,223 | $ | 2,510,104 | $ | 2,416,500 | $ | 283,838 | $ | 435,965 | $ | 14,401,630 | ||||||||||||||||||||||||||||||
2022 | 867,596 | — | 3,982,229 | 2,063,137 | 1,206,100 | 195,272 | 65,882 | 8,380,216 | |||||||||||||||||||||||||||||||||||||||
Gregory P. Lewis Senior Vice President and Chief Financial Officer | 2023 | 920,612 | — | 4,102,410 | 1,367,716 | 1,162,900 | 322,347 | 75,443 | 7,951,428 | ||||||||||||||||||||||||||||||||||||||
2022 | 881,754 | — | 3,952,325 | 1,693,116 | 1,064,300 | 315,289 | 72,292 | 7,979,076 | |||||||||||||||||||||||||||||||||||||||
2021 | 830,493 | — | 4,518,031 | 1,643,520 | 1,107,000 | 215,089 | 65,570 | 8,379,703 | |||||||||||||||||||||||||||||||||||||||
Anne T. Madden Senior Vice President and General Counsel | 2023 | 890,546 | — | 3,738,983 | 1,246,190 | 1,076,500 | 492,913 | 73,338 | 7,518,470 | ||||||||||||||||||||||||||||||||||||||
2022 | 896,122 | — | 3,952,325 | 1,693,116 | 1,126,100 | 519,846 | 73,298 | 8,260,807 | |||||||||||||||||||||||||||||||||||||||
2021 | 869,458 | — | 4,518,031 | 1,643,520 | 1,159,000 | 389,020 | 80,362 | 8,659,391 | |||||||||||||||||||||||||||||||||||||||
Lucian Boldea President and Chief Executive Officer, Performance Materials and Technologies | 2023 | 769,231 | — | 2,850,019 | 950,058 | 975,200 | 501 | 214,697 | 5,759,706 | ||||||||||||||||||||||||||||||||||||||
2022 | 184,615 | 200,000 | 6,300,176 | 1,190,024 | 832,000 | — | 13,423 | 8,720,239 | |||||||||||||||||||||||||||||||||||||||
James Currier(1) President and Chief Executive Officer, Aerospace | 2023 | 531,560 | — | 2,469,418 | 919,053 | 829,692 | 99,247 | 46,413 | 4,895,383 | ||||||||||||||||||||||||||||||||||||||
Darius Adamczyk Executive Chairman and Former CEO | 2023 | 1,459,712 | — | 13,500,247 | 4,500,052 | 2,834,000 | 515,490 | 219,867 | 23,029,368 | ||||||||||||||||||||||||||||||||||||||
2022 | 1,700,000 | — | 13,397,352 | 5,597,460 | 3,736,600 | 757,453 | 248,733 | 25,437,598 | |||||||||||||||||||||||||||||||||||||||
2021 | 1,675,616 | — | 14,486,389 | 5,248,350 | 3,910,000 | 608,232 | 171,533 | 26,100,120 |
NEO | NEO | 2021-2023 Performance Stock Units | Restricted Stock Units | 2020-2022 Performance Stock Unit Modification | Total SEC Reportable Stock Awards | NEO | 2023-2025 Performance Stock Units | Restricted Stock Units | Total Stock Awards | |||||||||||||||||||||||||||||||||||||
Mr. Adamczyk | $ | 7,502,309 | $ | 2,229,920 | $ | 4,754,160 | $ | 14,486,389 | ||||||||||||||||||||||||||||||||||||||
Mr. Kapur | ||||||||||||||||||||||||||||||||||||||||||||||
Mr. Lewis | Mr. Lewis | $ | 2,359,083 | $ | 689,248 | $ | 1,469,700 | $ | 4,518,031 | |||||||||||||||||||||||||||||||||||||
Ms. Madden | Ms. Madden | $ | 2,359,083 | $ | 689,248 | $ | 1,469,700 | $ | 4,518,031 | |||||||||||||||||||||||||||||||||||||
Ms. Dallara | $ | 1,955,276 | $ | 567,616 | $ | 1,337,108 | $ | 3,860,000 | ||||||||||||||||||||||||||||||||||||||
Mr. Madsen | $ | 1,572,722 | $ | 466,256 | $ | 898,594 | $ | 2,937,572 | ||||||||||||||||||||||||||||||||||||||
Mr. Boldea | ||||||||||||||||||||||||||||||||||||||||||||||
Mr. Currier | ||||||||||||||||||||||||||||||||||||||||||||||
Mr. Adamczyk |
2024 NOTICE AND PROXY STATEMENT | |
NEO | NEO | 2021 ICP Award | 2019-2021 Performance Plan Cash Award | Total Non-Equity Incentive Plan Compensation | NEO | 2023 ICP Award | 2021-2023 Performance Cash Unit Payout | Total Non-Equity Incentive Plan Compensation | |||||||||||||||||||||||
Mr. Madsen | $827,000 | $511,000 | $1,338,000 | ||||||||||||||||||||||||||||
Mr. Currier |
NEO | NEO | Change in Pension Value(a) | NQDC Interest(b) | Total Change in Pension Value and Nonqualified Deferred Compensation Earnings | NEO | Change in Pension Value(a) | NQDC Interest(b) | Total Change in Pension Value and Nonqualified Deferred Compensation Earnings | ||||||||||||||||||||||||||||||||
Mr. Adamczyk | $ | 605,743 | $ | 2,489 | $ | 608,232 | ||||||||||||||||||||||||||||||||||
Mr. Kapur | ||||||||||||||||||||||||||||||||||||||||
Mr. Lewis | Mr. Lewis | $ | 214,342 | $ | 747 | $ | 215,089 | |||||||||||||||||||||||||||||||||
Ms. Madden | Ms. Madden | $ | 331,513 | $ | 57,507 | $ | 389,020 | |||||||||||||||||||||||||||||||||
Ms. Dallara | $ | — | $ | 773 | $ | 773 | ||||||||||||||||||||||||||||||||||
Mr. Madsen | $ | — | $ | 726 | $ | 726 | ||||||||||||||||||||||||||||||||||
Mr. Boldea | ||||||||||||||||||||||||||||||||||||||||
Mr. Currier | ||||||||||||||||||||||||||||||||||||||||
Mr. Adamczyk |
NEO | NEO | Matching Contributions(a) | Personal Use of Company Aircraft(b) | Security(c) | Excess Liability Insurance(d) | Executive Physical/ Medical Services (e) | Total Other Compensation | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Adamczyk | $ | 117,196 | $ | 43,040 | $ | 1,332 | $ | 1,515 | $ | 8,450 | $ | 171,533 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NEO | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NEO | Matching Contributions(a) | Personal Use of Company Aircraft(b) | Security(c) | Relocation and Loss on Sale(d) | Tax Gross- up(e) | Excess Liability Insurance(f) | Executive Physical/ Medical Services (g) | Total Other Compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Kapur | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Lewis | Mr. Lewis | $ | 58,057 | $ | 498 | $ | — | $ | 1,515 | $ | 5,500 | $ | 65,570 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ms. Madden | Ms. Madden | $ | 60,833 | $ | 12,514 | $ | — | $ | 1,515 | $ | 5,500 | $ | 80,362 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ms. Dallara | $ | 47,319 | $ | — | $ | — | $ | 1,515 | $ | 3,326 | $ | 52,160 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Madsen | $ | 51,546 | $ | — | $ | — | $ | 1,515 | $ | 301 | $ | 53,362 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Boldea | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Currier | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Adamczyk |
| 2024 NOTICE AND PROXY STATEMENT |
Named Executive Officer | Award Type(1) | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | All Other Stock Awards: Number of Shares of Stock or Units(4) | All Other Option Awards: Number of Securities Underlying Options(5) | Exercise or Base Price of Option Awards ($/Sh) | Closing Price on Date of Grant of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(6) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Threshold(2) | Target | Maximum | Threshold | Target | Maximum | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Named Executive Officer (NEO) | Named Executive Officer (NEO) | Award Type(1) | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | All Other Stock Awards: Number of Shares of Stock or Units(4) | All Other Option Awards: Number of Securities Underlying Options(5) | Exercise or Base Price of Option Awards ($/Sh) | Closing Price on Date of Grant of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(6) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Threshold(2) | Target | Maximum | Threshold | Target | Maximum | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vimal Kapur | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PSU23-25 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RSU | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gregory P. Lewis | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PSU23-25 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RSU | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Anne T. Madden | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PSU23-25 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RSU | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lucian Boldea | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PSU23-25 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RSU | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
James Currier | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PSU23-25 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RSU | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Darius Adamczyk | Darius Adamczyk | ICP | $ | 29,323 | $ | 2,932,328 | $ | 5,864,656 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NQSO | 2/12/2021 | 163,500 | $202.72 | $203.57 | $ | 5,248,350 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PSU21-23 | 3/15/2021 | 3,861 | 35,300 | 70,600 | $ | 7,502,309 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RSU | 2/12/2021 | 11,000 | $ | 2,229,920 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PSU20-22 | 3/15/2021 | $ | 4,754,160 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gregory P. Lewis | ICP | $ | 8,305 | $ | 830,493 | $ | 1,660,986 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NQSO | 2/12/2021 | 51,200 | $202.72 | $203.57 | $ | 1,643,520 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PSU21-23 | 3/15/2021 | 1,214 | 11,100 | 22,200 | $ | 2,359,083 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RSU | 2/12/2021 | 3,400 | $ | 689,248 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PSU20-22 | 3/15/2021 | $ | 1,469,700 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Anne T. Madden | ICP | $ | 8,695 | $ | 869,458 | $ | 1,738,916 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NQSO | 2/12/2021 | 51,200 | $202.72 | $203.57 | $ | 1,643,520 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PSU21-23 | 3/15/2021 | 1,214 | 11,100 | 22,200 | $ | 2,359,083 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RSU | 2/12/2021 | 3,400 | $ | 689,248 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PSU20-22 | 3/15/2021 | $ | 1,449,700 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Que Thanh Dallara | ICP | $ | 6,765 | $ | 676,466 | $ | 1,352,932 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NQSO | 2/12/2021 | 42,500 | $202.72 | $203.57 | $ | 1,364,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PSU21-23 | 3/15/2021 | 1,006 | 9,200 | 18,400 | $ | 1,955,276 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RSU | 2/12/2021 | 2,800 | $ | 567,616 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PSU20-22 | 3/15/2021 | $ | 1,337,108 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mike Madsen | ICP | $ | 7,371 | $ | 737,052 | $ | 1,474,104 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NQSO | 2/12/2021 | 34,100 | $202.72 | $203.57 | $ | 1,094,610 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PSU21-23 | 3/15/2021 | 809 | 7,400 | 14,800 | $ | 1,572,722 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RSU | 2/12/2021 | 2,300 | $ | 466,256 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PSU20-22 | 3/15/2021 | $ | 898,594 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Darius Adamczyk | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RSU |
2024 NOTICE AND PROXY STATEMENT | | 83 |
Option Awards(1) | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Year | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(2) | Number of Unearned Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(2) | |||||||||||||||||||||||||||||||||||||||||
Vimal Kapur | 2023 | — | 28,592 | $ | 192.39 | 5/31/2033 | 5,467 | (3) | $ | 1,146,485 | 10,481 | (4) | $ | 2,197,971 | ||||||||||||||||||||||||||||||||||||
2023 | — | 36,960 | 199.60 | 2/9/2033 | 7,549 | (5) | 1,583,101 | 14,841 | (4) | 3,112,306 | ||||||||||||||||||||||||||||||||||||||||
2022 | 5,212 | 15,634 | 189.18 | 7/27/2032 | 1,636 | (6) | 343,086 | 5,078 | (8) | 1,064,907 | ||||||||||||||||||||||||||||||||||||||||
2022 | 11,050 | 33,150 | 189.72 | 2/10/2032 | 3,127 | (7) | 655,763 | 10,737 | (8) | 2,251,656 | ||||||||||||||||||||||||||||||||||||||||
2021 | 14,150 | 14,150 | 202.72 | 2/11/2031 | 1,350 | (9) | 283,109 | |||||||||||||||||||||||||||||||||||||||||||
2021 | — | — | — | — | 9,611 | (10) | 2,015,523 | |||||||||||||||||||||||||||||||||||||||||||
2020 | 25,725 | 8,575 | 180.92 | 2/13/2030 | 1,233 | (11) | 258,572 | |||||||||||||||||||||||||||||||||||||||||||
2019 | 28,600 | — | 154.22 | 2/25/2029 | 635 | (12) | 133,166 | |||||||||||||||||||||||||||||||||||||||||||
2018 | 17,232 | — | 148.79 | 2/26/2028 | — | — | ||||||||||||||||||||||||||||||||||||||||||||
2017 | 16,188 | — | 119.69 | 2/27/2027 | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Total | 118,157 | 137,061 | 30,608 | 6,418,804 | 41,137 | 8,626,840 | ||||||||||||||||||||||||||||||||||||||||||||
Gregory P. Lewis | 2023 | — | 34,270 | 199.60 | 2/9/2033 | 6,998 | (5) | 1,467,551 | 13,760 | (4) | 2,885,610 | |||||||||||||||||||||||||||||||||||||||
2022 | 13,725 | 41,175 | 189.72 | 2/10/2032 | 3,961 | (7) | 830,661 | 13,343 | (8) | 2,798,161 | ||||||||||||||||||||||||||||||||||||||||
2021 | 25,600 | 25,600 | 202.72 | 2/11/2031 | 2,416 | (9) | 506,659 | |||||||||||||||||||||||||||||||||||||||||||
2021 | — | — | — | — | 16,997 | (10) | 3,564,441 | |||||||||||||||||||||||||||||||||||||||||||
2020 | 52,650 | 17,550 | 180.92 | 2/13/2030 | 2,539 | (11) | 532,454 | |||||||||||||||||||||||||||||||||||||||||||
2019 | 56,800 | — | 154.22 | 2/25/2029 | 1,270 | (12) | 266,332 | |||||||||||||||||||||||||||||||||||||||||||
2018 | 26,110 | — | 148.79 | 2/26/2028 | — | — | ||||||||||||||||||||||||||||||||||||||||||||
2017 | 26,110 | — | 119.69 | 2/27/2027 | — | — | ||||||||||||||||||||||||||||||||||||||||||||
2016 | 25,209 | — | 98.70 | 2/24/2026 | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Total | 226,204 | 118,595 | 34,181 | 7,168,098 | 27,103 | 5,683,770 | ||||||||||||||||||||||||||||||||||||||||||||
Anne T. Madden | 2023 | — | 31,225 | 199.60 | 2/9/2033 | 6,380 | (5) | 1,337,950 | 12,539 | (4) | 2,629,554 | |||||||||||||||||||||||||||||||||||||||
2022 | 13,725 | 41,175 | 189.72 | 2/10/2032 | 3,961 | (7) | 830,661 | 13,343 | (8) | 2,798,161 | ||||||||||||||||||||||||||||||||||||||||
2021 | 25,600 | 25,600 | 202.72 | 2/11/2031 | 2,416 | (9) | 506,659 | |||||||||||||||||||||||||||||||||||||||||||
2021 | — | — | — | — | 16,997 | (10) | 3,564,441 | |||||||||||||||||||||||||||||||||||||||||||
2020 | 52,650 | 17,550 | 180.92 | 2/13/2030 | 2,539 | (11) | 532,454 | |||||||||||||||||||||||||||||||||||||||||||
2019 | 56,800 | — | 154.22 | 2/25/2029 | 1,270 | (12) | 266,332 | |||||||||||||||||||||||||||||||||||||||||||
2018 | 31,959 | — | 148.79 | 2/26/2028 | 1,834 | (13) | 384,608 | |||||||||||||||||||||||||||||||||||||||||||
2017 | 28,199 | — | 119.69 | 2/27/2027 | — | — | ||||||||||||||||||||||||||||||||||||||||||||
2016 | 28,885 | — | 98.70 | 2/24/2026 | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Total | 237,818 | 115,550 | 35,397 | 7,423,105 | 25,882 | 5,427,714 | ||||||||||||||||||||||||||||||||||||||||||||
Lucian Boldea | 2023 | 23,805 | 199.60 | 2/9/2033 | 4,862 | (5) | 1,019,610 | 9,558 | (4) | 2,004,408 | ||||||||||||||||||||||||||||||||||||||||
2022 | 8,797 | 26,390 | 171.73 | 10/2/2032 | 17,716 | (14) | 3,715,222 | 9,570 | (8) | 2,006,925 | ||||||||||||||||||||||||||||||||||||||||
Total | 8,797 | 50,195 | 22,578 | 4,734,832 | 19,128 | 4,011,333 | ||||||||||||||||||||||||||||||||||||||||||||
James Currier | 2023 | — | 20,552 | 193.88 | 7/31/2033 | 4,041 | (15) | 847,438 | 8,590 | (4) | 1,801,409 | |||||||||||||||||||||||||||||||||||||||
2023 | — | 3,719 | 194.31 | 2/22/2033 | 758 | (16) | 158,960 | |||||||||||||||||||||||||||||||||||||||||||
2022 | 1,081 | 3,243 | 189.72 | 2/10/2032 | 732 | (17) | 153,508 | |||||||||||||||||||||||||||||||||||||||||||
2022 | — | — | — | — | 1,831 | (18) | 383,979 | |||||||||||||||||||||||||||||||||||||||||||
2021 | 1,454 | 1,454 | 202.72 | 2/11/2031 | 488 | (19) | 102,338 | |||||||||||||||||||||||||||||||||||||||||||
2020 | 2,920 | 973 | 180.92 | 2/13/2030 | 1,426 | (20) | 299,046 | |||||||||||||||||||||||||||||||||||||||||||
2019 | 2,520 | — | 154.22 | 2/25/2029 | 641 | (21) | 134,424 | |||||||||||||||||||||||||||||||||||||||||||
2018 | 1,671 | — | 148.79 | 2/26/2028 | ||||||||||||||||||||||||||||||||||||||||||||||
Total | 9,646 | 29,941 | 9,917 | 2,079,694 | 8,590 | 1,801,409 | ||||||||||||||||||||||||||||||||||||||||||||
| |
Option Awards (1) | Stock Awards | ||||||||||||||||||||||||||||||||||||||||
Name | Grant Year | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(2) | Number of Unearned Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(2) | ||||||||||||||||||||||||||||||||
Darius Adamczyk | 2021 | — | 163,500 | $202.72 | 2/11/2031 | 11,191 | (3) | $2,333,435 | 35,758 | (4) | $7,455,901 | ||||||||||||||||||||||||||||||
2020 | 57,200 | 171,600 | $180.92 | 2/13/2030 | 12,050 | (5) | $2,512,546 | 38,643 | (6) | $8,057,452 | |||||||||||||||||||||||||||||||
2019 | 107,650 | 107,650 | $154.22 | 2/25/2029 | 9,040 | (7) | $1,884,930 | — | — | ||||||||||||||||||||||||||||||||
2019 | — | — | — | — | 37,967 | (8) | $7,916,499 | — | — | ||||||||||||||||||||||||||||||||
2018 | 105,513 | 35,172 | $148.79 | 2/26/2028 | 15,439 | (9) | $3,219,186 | — | — | ||||||||||||||||||||||||||||||||
2017 | 225,598 | — | $119.69 | 2/27/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||
2016 | 105,040 | — | $107.42 | 4/3/2026 | — | — | — | — | |||||||||||||||||||||||||||||||||
2016 | 157,561 | — | $98.70 | 2/24/2026 | 19,923 | (10) | $4,154,145 | — | — | ||||||||||||||||||||||||||||||||
2015 | 157,561 | — | $98.93 | 2/25/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||
2014 | 147,058 | — | $89.48 | 2/26/2024 | — | — | — | — | |||||||||||||||||||||||||||||||||
Total | 1,063,181 | 477,922 | 105,610 | $22,020,741 | 74,401 | $15,513,353 | |||||||||||||||||||||||||||||||||||
Gregory P. Lewis | 2021 | — | 51,200 | $202.72 | 2/11/2031 | 3,459 | (3) | $721,236 | 11,244 | (4) | $2,344,486 | ||||||||||||||||||||||||||||||
2020 | 17,550 | 52,650 | $180.92 | 2/13/2030 | 3,636 | (5) | $758,142 | 11,946 | (6) | $2,490,860 | |||||||||||||||||||||||||||||||
2019 | 28,400 | 28,400 | $154.22 | 2/25/2029 | 2,401 | (7) | $500,633 | — | — | ||||||||||||||||||||||||||||||||
2019 | — | — | — | — | 10,088 | (8) | $2,103,449 | — | — | ||||||||||||||||||||||||||||||||
2018 | 19,582 | 6,528 | $148.79 | 2/26/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||
2017 | 26,110 | — | $119.69 | 2/27/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||
2016 | — | — | — | — | 1,972 | (11) | $411,182 | — | — | ||||||||||||||||||||||||||||||||
2016 | 25,209 | — | $98.70 | 2/24/2026 | — | — | — | — | |||||||||||||||||||||||||||||||||
2015 | 23,107 | — | $98.93 | 2/25/2025 | 2,036 | (12) | $424,526 | — | — | ||||||||||||||||||||||||||||||||
2014 | 21,007 | — | $89.48 | 2/26/2024 | — | — | — | — | |||||||||||||||||||||||||||||||||
Total | 160,965 | 138,778 | 23,592 | $4,919,168 | 23,190 | $4,835,346 | |||||||||||||||||||||||||||||||||||
Anne T. Madden | 2021 | — | 51,200 | $202.72 | 2/11/2031 | 3,459 | (3) | $721,236 | 11,244 | (4) | $2,344,486 | ||||||||||||||||||||||||||||||
2020 | 17,550 | 52,650 | $180.92 | 2/13/2030 | 3,636 | (5) | $758,142 | 11,946 | (6) | $2,490,860 | |||||||||||||||||||||||||||||||
2019 | 28,400 | 28,400 | $154.22 | 2/25/2029 | 2,401 | (7) | $500,633 | — | — | ||||||||||||||||||||||||||||||||
2019 | — | — | — | — | 10,088 | (8) | $2,103,449 | — | — | ||||||||||||||||||||||||||||||||
2018 | 23,969 | 7,990 | $148.79 | 2/26/2028 | 3,465 | (9) | $722,487 | — | — | ||||||||||||||||||||||||||||||||
2017 | 28,199 | — | $119.69 | 2/27/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||
2016 | 28,885 | — | $98.70 | 2/24/2026 | 3,190 | (13) | $665,147 | — | — | ||||||||||||||||||||||||||||||||
2015 | 26,259 | — | $98.93 | 2/25/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||
2014 | 21,007 | — | $89.48 | 2/26/2024 | — | — | — | — | |||||||||||||||||||||||||||||||||
Total | 174,269 | 140,240 | 26,239 | $5,471,094 | 23,190 | $4,835,346 | |||||||||||||||||||||||||||||||||||
Que Thanh Dallara (20) | 2021 | — | 42,500 | $202.72 | 2/11/2031 | 2,849 | (3) | $594,045 | 9,319 | (4) | $1,943,105 | ||||||||||||||||||||||||||||||
2020 | 14,300 | 42,900 | $180.92 | 2/13/2030 | 3,013 | (5) | $628,241 | 9,661 | (6) | $2,014,415 | |||||||||||||||||||||||||||||||
2019 | 21,800 | 21,800 | $154.22 | 2/25/2029 | 1,836 | (7) | $382,824 | — | — | ||||||||||||||||||||||||||||||||
2019 | — | — | — | — | 8,766 | (8) | $1,827,799 | — | — | ||||||||||||||||||||||||||||||||
2018 | 16,527 | 5,510 | $148.79 | 2/26/2028 | 2,412 | (9) | $502,926 | — | — | ||||||||||||||||||||||||||||||||
2018 | — | — | — | — | 2,664 | (14) | $555,471 | — | — | ||||||||||||||||||||||||||||||||
2017 | 13,577 | — | $119.69 | 2/27/2027 | 924 | (15) | $192,663 | — | — | ||||||||||||||||||||||||||||||||
Total | 66,204 | 112,710 | 22,464 | $4,683,969 | 18,980 | $3,957,520 | |||||||||||||||||||||||||||||||||||
Mike Madsen | 2021 | — | 34,100 | $202.72 | 2/11/2031 | 2,340 | (3) | $487,913 | 7,496 | (4) | $1,562,991 | ||||||||||||||||||||||||||||||
2020 | 11,425 | 34,275 | $180.92 | 2/13/2030 | 2,389 | (5) | $498,130 | 7,791 | (6) | $1,624,501 | |||||||||||||||||||||||||||||||
2019 | 11,866 | 11,869 | $154.22 | 2/25/2029 | 3,493 | (16) | $728,325 | — | — | ||||||||||||||||||||||||||||||||
2019 | — | — | — | — | 6,066 | (17) | $1,264,822 | — | — | ||||||||||||||||||||||||||||||||
2018 | 18,015 | 6,006 | $148.79 | 2/26/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||
2017 | 24,021 | — | $119.69 | 2/27/2027 | 1,941 | (18) | $404,718 | — | — | ||||||||||||||||||||||||||||||||
2016 | 23,107 | — | $98.70 | 2/24/2026 | 1,994 | (19) | $415,769 | — | — | ||||||||||||||||||||||||||||||||
2015 | 13,696 | — | $98.93 | 2/25/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||
2014 | 16,007 | — | $89.48 | 2/26/2024 | — | — | — | — | |||||||||||||||||||||||||||||||||
Total | 118,137 | 86,250 | 18,223 | $3,799,677 | 15,287 | $3,187,492 |
Option Awards(1) | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Year | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(2) | Number of Unearned Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(2) | |||||||||||||||||||||||||||||||||||||||||
Darius Adamczyk | 2023 | — | 112,755 | $ | 199.60 | 2/9/2033 | 23,032 | (5) | $ | 4,830,041 | 45,279 | (4) | $ | 9,495,459 | ||||||||||||||||||||||||||||||||||||
2022 | 45,375 | 136,125 | 189.72 | 2/10/2032 | 13,135 | (7) | 2,754,541 | 43,888 | (8) | 9,203,752 | ||||||||||||||||||||||||||||||||||||||||
2021 | 81,750 | 81,750 | 202.72 | 2/11/2031 | 7,816 | (9) | 1,639,093 | |||||||||||||||||||||||||||||||||||||||||||
2021 | — | — | — | — | 54,052 | (10) | 11,335,245 | |||||||||||||||||||||||||||||||||||||||||||
2020 | 171,600 | 57,200 | 180.92 | 2/13/2030 | 8,416 | (11) | 1,764,919 | |||||||||||||||||||||||||||||||||||||||||||
2019 | 215,300 | — | 154.22 | 2/25/2029 | 4,782 | (12) | 1,002,833 | |||||||||||||||||||||||||||||||||||||||||||
2018 | 140,685 | — | 148.79 | 2/26/2028 | 8,168 | (13) | 1,712,911 | |||||||||||||||||||||||||||||||||||||||||||
2017 | 225,598 | — | 119.69 | 2/27/2027 | — | — | ||||||||||||||||||||||||||||||||||||||||||||
2016 | 105,040 | — | 107.42 | 4/3/2026 | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Total | 985,348 | 387,830 | 119,401 | 25,039,584 | 89,167 | 18,699,212 |
2024 NOTICE AND PROXY STATEMENT | | 85 |
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Option Awards | Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Named Executive Officer | Named Executive Officer | Number of Shares Acquired on Exercise(1) | Value Realized on Exercise(2) | Number of Shares Acquired on Vesting(3) | Value Realized on Vesting(4) | Named Executive Officer | Number of Shares Acquired on Exercise(1) | Value Realized on Exercise(2) | Number of Shares Acquired on Vesting(3) | Value Realized on Vesting(4) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Adamczyk | 42,015 | (5) | $ | 6,953,609 | 103,174 | (6) | $ | 22,207,274 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Kapur | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Lewis | Mr. Lewis | 12,602 | (7) | $ | 2,154,768 | 7,011 | (8) | $ | 1,453,829 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ms. Madden | Ms. Madden | 21,007 | (9) | $ | 3,293,856 | 19,962 | (10) | $ | 4,234,626 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ms. Dallara | — | — | 14,433 | (11) | $ | 3,000,203 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Madsen | — | — | 10,377 | (12) | $ | 2,294,689 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Boldea | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Currier | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Adamczyk |
| 2024 NOTICE AND PROXY STATEMENT |
Named Executive Officer | Named Executive Officer | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefits(1) | Named Executive Officer | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefits(1) | ||||||||||||||||||||
Vimal Kapur | ||||||||||||||||||||||||||||
SERP | ||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||
Gregory P. Lewis | ||||||||||||||||||||||||||||
SERP | ||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||
Anne T. Madden | ||||||||||||||||||||||||||||
SERP | ||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||
Lucian Boldea | ||||||||||||||||||||||||||||
SERP | ||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||
James Currier | ||||||||||||||||||||||||||||
SERP | ||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||
Darius Adamczyk | Darius Adamczyk | REP | 9.7 | $ | 162,846 | |||||||||||||||||||||||
SERP | 13.5 | $ | 3,615,436 | |||||||||||||||||||||||||
Total | $ | 3,778,282 | ||||||||||||||||||||||||||
Gregory P. Lewis | REP | 15 | $ | 252,828 | ||||||||||||||||||||||||
SERP | 15 | $ | 921,009 | |||||||||||||||||||||||||
Total | $ | 1,173,837 | ||||||||||||||||||||||||||
Anne T. Madden | REP | 25.5 | $ | 429,114 | ||||||||||||||||||||||||
SERP | 25.5 | $ | 1,868,023 | |||||||||||||||||||||||||
Total | $ | 2,297,137 | ||||||||||||||||||||||||||
Que Thanh Dallara | REP | 0 | $ | — | ||||||||||||||||||||||||
SERP | 0 | $ | — | |||||||||||||||||||||||||
Total | $ | — | ||||||||||||||||||||||||||
Michael R. Madsen | REP | 35.6 | $ | 1,890,262 | ||||||||||||||||||||||||
SERP | 35.6 | $ | 2,661,942 | |||||||||||||||||||||||||
Total | $ | 4,552,204 | ||||||||||||||||||||||||||
SERP | ||||||||||||||||||||||||||||
Total |
2024 NOTICE AND PROXY STATEMENT | |
Name of Formula | Benefit Calculation | ||||
REP | •Lump sum equal to (1) 6% of final average compensation (annual average compensation for the five calendar years out of the previous 10 calendar years that produces highest average) times (2) credited service. | ||||
Name/Formula | Description of Total Pension Benefits | ||||
Vimal Kapur Total pension benefit = REP formula benefits | •Mr. Kapur's pension benefits under the REP and the SERP are determined under the REP formula. | ||||
Gregory P. Lewis Total pension benefit = REP formula benefits | •Mr. Lewis’ pension benefits under the REP and the SERP are determined under the REP formula. | ||||
Anne T. Madden Total pension benefit = REP formula benefits | •Ms. Madden’s pension benefits under the REP and the SERP are determined under the REP formula. | ||||
James Currier Total pension benefit = REP formula benefits | •Mr. Currier’s pension benefits under the REP and the SERP are determined under the REP formula. | ||||
Darius Adamczyk Total pension benefit = REP formula benefits | •Mr. Adamczyk’s pension benefits under the REP and the SERP are determined under the REP formula, with the SERP benefit calculated using all his Honeywell employment as credited service. | ||||
| 2024 NOTICE AND PROXY STATEMENT |
Named Executive Officer | Named Executive Officer | Plan | Executive Contributions in Last FY(3) | Registrant Contributions in Last FY(1)(3) | Aggregate Earnings in Last FY(3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE(3) | Named Executive Officer | Plan | Executive Contributions in Last FY(3) | Registrant Contributions in Last FY(1)(3) | Aggregate Earnings in Last FY(3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE(3) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Vimal Kapur | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
DIC Plan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred RSUs(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gregory P. Lewis | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
DIC Plan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred RSUs(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Anne T. Madden | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
DIC Plan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred RSUs(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lucian Boldea | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
DIC Plan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred RSUs(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
James Currier | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
DIC Plan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred RSUs(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Darius Adamczyk | Darius Adamczyk | SS Plan(1) | $ | 114,438 | $ | 100,134 | $ | 14,217 | — | $ | 1,745,827 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
DIC Plan | $ | — | — | $ | 21,783 | — | $ | 1,291,629 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred RSUs(2) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 114,438 | $ | 100,134 | $ | 36,000 | — | $ | 3,037,456 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gregory P. Lewis | SS Plan(1) | $ | 127,600 | $ | 37,757 | $ | 9,029 | — | $ | 811,336 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
DIC Plan | — | — | $ | 2,054 | — | $ | 121,579 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred RSUs(2) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 127,600 | $ | 37,757 | $ | 11,083 | — | $ | 932,915 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Anne T. Madden | SS Plan(1) | $ | 260,695 | $ | 40,533 | $ | 85,930 | — | $ | 3,886,846 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
DIC Plan | $ | 758,000 | — | $ | 110,553 | — | $ | 6,630,274 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred RSUs(2) | — | — | $ | (42,263) | — | $ | 7,684,352 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 1,018,695 | $ | 40,533 | $ | 154,220 | — | $ | 18,201,472 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Que Thanh Dallara | SS Plan(1) | $ | 99,930 | 30,256 | $ | 6,799 | — | $ | 515,323 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
DIC Plan | 55,600 | — | $ | 4,855 | — | $ | 294,014 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred RSUs(2) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 155,530 | $ | 30,256 | $ | 11,654 | — | $ | 809,337 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael R. Madsen | SS Plan(1) | $ | 39,410 | $ | 31,246 | $ | 10,479 | — | $ | 912,932 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
DIC Plan | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred RSUs(2) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 39,410 | $ | 31,246 | $ | 10,479 | — | $ | 912,932 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
DIC Plan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred RSUs(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total |
Named Executive Officer | Executive Contributions in SCT | Registrant Contributions in SCT | Earnings in SCT | Portion of Aggregate Balance Included in Prior SCTs | ||||||||||||||||||||||
Darius Adamczyk | $ | 114,438 | $ | 100,134 | $ | 2,489 | $ | 2,126,264 | ||||||||||||||||||
Gregory P. Lewis | $ | 127,600 | $ | 37,757 | $ | 747 | $ | 338,075 | ||||||||||||||||||
Anne T. Madden | $ | 260,695 | $ | 40,533 | $ | 57,507 | $ | 2,469,873 | ||||||||||||||||||
Que Thanh Dallara | $ | 99,930 | $ | 30,256 | $ | 773 | $ | 0 | ||||||||||||||||||
Michael R. Madsen | $ | 39,410 | $ | 31,246 | $ | 726 | $ | 0 |
NEO | Executive Contributions in SCT | Registrant Contributions in SCT | Earnings in SCT | Portion of Aggregate Balance Included in Prior SCTs | ||||||||||||||||||||||
Vimal Kapur | $ | 374,058 | $ | 62,650 | $ | 23,072 | $901,136 | |||||||||||||||||||
Gregory P. Lewis | 140,680 | 41,343 | 5,446 | 680,385 | ||||||||||||||||||||||
Anne T. Madden | 263,639 | 39,238 | 81,143 | 5,472,090 | ||||||||||||||||||||||
Lucian Boldea | 186,977 | 34,159 | 501 | — | ||||||||||||||||||||||
James Currier | 20,025 | 17,522 | 198 | — | ||||||||||||||||||||||
Darius Adamczyk | 94,277 | 82,492 | 14,075 | 2,559,888 |
2024 NOTICE AND PROXY STATEMENT | |
| 2024 NOTICE AND PROXY STATEMENT |
2024 NOTICE AND PROXY STATEMENT | | 91 |
Payments and Benefits | Named Executive Officer | Termination by the Company Without Cause | Death | Disability | Change in Control—No Termination of Employment | Change in Control—Termination of Employment by Company Without Cause, By NEO for Good Reason or Due to Disability | |||||||||||||||||||||||||||||
Cash Severance | Mr. Adamczyk | $ | 14,025,000 | $ | — | $ | — | $ | — | $ | 14,025,000 | ||||||||||||||||||||||||
(Base Salary + Bonus) | Mr. Lewis | $ | 2,550,000 | $ | — | $ | — | $ | — | $ | 3,400,000 | ||||||||||||||||||||||||
Ms. Madden | $ | 2,603,100 | $ | — | $ | — | $ | — | $ | 3,470,800 | |||||||||||||||||||||||||
Ms. Dallara | $ | 2,055,000 | $ | — | $ | — | $ | — | $ | 2,740,000 | |||||||||||||||||||||||||
Mr. Madsen | $ | 2,247,000 | $ | — | $ | — | $ | — | $ | 2,996,000 | |||||||||||||||||||||||||
ICP | Mr. Adamczyk | $ | — | $ | — | $ | — | $ | 3,910,000 | $ | 3,910,000 | ||||||||||||||||||||||||
(Year of Termination) | Mr. Lewis | $ | — | $ | — | $ | — | $ | 1,107,000 | $ | 1,107,000 | ||||||||||||||||||||||||
Ms. Madden | $ | — | $ | — | $ | — | $ | 1,159,000 | $ | 1,159,000 | |||||||||||||||||||||||||
Ms. Dallara | $ | — | $ | — | $ | — | $ | 804,000 | $ | 804,000 | |||||||||||||||||||||||||
Mr. Madsen | $ | — | $ | — | $ | — | $ | 827,000 | $ | 827,000 | |||||||||||||||||||||||||
Performance Cash Units | Mr. Adamczyk | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||
Mr. Lewis | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||
Ms. Madden | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||
Ms. Dallara | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||
Mr. Madsen | $ | — | $ | 511,000 | $ | 511,000 | $ | — | $ | 511,000 | |||||||||||||||||||||||||
Benefits and Perquisites | Mr. Adamczyk | $ | 37,346 | $ | — | $ | — | $ | — | $ | 37,346 | ||||||||||||||||||||||||
Mr. Lewis | $ | 13,017 | $ | — | $ | — | $ | — | $ | 17,356 | |||||||||||||||||||||||||
Ms. Madden | $ | 14,237 | $ | — | $ | — | $ | — | $ | 18,996 | |||||||||||||||||||||||||
Ms. Dallara | $ | 5,198 | $ | — | $ | — | $ | — | $ | 6,930 | |||||||||||||||||||||||||
Mr. Madsen | $ | 8,134 | $ | — | $ | — | $ | — | $ | 10,846 | |||||||||||||||||||||||||
All Other-Payments/Benefits | Mr. Adamczyk | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||
Mr. Lewis | $ | 192,745 | $ | — | $ | — | $ | — | $ | 192,745 | |||||||||||||||||||||||||
Ms. Madden | $ | 258,890 | $ | — | $ | — | $ | — | $ | 547,788 | |||||||||||||||||||||||||
Ms. Dallara | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||
Mr. Madsen | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||
Total | Mr. Adamczyk | $ | 14,062,346 | $ | — | $ | — | $ | 3,910,000 | $ | 17,972,346 | ||||||||||||||||||||||||
Mr. Lewis | $ | 2,755,762 | $ | — | $ | — | $ | 1,107,000 | $ | 4,717,101 | |||||||||||||||||||||||||
Ms. Madden | $ | 2,876,227 | $ | — | $ | — | $ | 1,159,000 | $ | 5,196,584 | |||||||||||||||||||||||||
Ms. Dallara | $ | 2,060,198 | $ | — | $ | — | $ | 804,000 | $ | 3,550,930 | |||||||||||||||||||||||||
Mr. Madsen | $ | 2,255,134 | $ | 511,000 | $ | 511,000 | $ | 827,000 | $ | 4,344,846 |
Payments and Benefits | Named Executive Officer | Termination by the Company Without Cause | Death | Disability | Change in Control — No Termination of Employment | Change in Control — Termination of Employment by Company Without Cause, by NEO for Good Reason, or Due to Disability | |||||||||||||||||||||||||||||
Cash Severance | Mr. Kapur | $ | 12,375,000 | $ | — | $ | — | $ | — | $ | 12,375,000 | ||||||||||||||||||||||||
(Base Salary + Bonus) | Mr. Lewis | 2,946,000 | — | — | — | 3,928,000 | |||||||||||||||||||||||||||||
Ms. Madden | 2,805,000 | — | — | — | 3,740,000 | ||||||||||||||||||||||||||||||
Mr. Boldea | 2,400,000 | — | — | — | 3,200,000 | ||||||||||||||||||||||||||||||
Mr. Currier | 1,440,000 | — | — | — | 2,880,000 | ||||||||||||||||||||||||||||||
Mr. Adamczyk | 9,639,000 | — | — | — | 9,639,000 | ||||||||||||||||||||||||||||||
ICP | Mr. Kapur | — | — | — | 2,416,500 | 2,416,500 | |||||||||||||||||||||||||||||
(Year of Termination) | Mr. Lewis | — | — | — | 1,162,900 | 1,162,900 | |||||||||||||||||||||||||||||
Ms. Madden | — | — | — | 1,076,500 | 1,076,500 | ||||||||||||||||||||||||||||||
Mr. Boldea | — | — | — | 975,200 | 975,200 | ||||||||||||||||||||||||||||||
Mr. Currier | — | — | — | 700,800 | 700,800 | ||||||||||||||||||||||||||||||
Mr. Adamczyk | — | — | — | 2,834,000 | 2,834,000 | ||||||||||||||||||||||||||||||
Benefits and Perquisites | Mr. Kapur | 18,055 | — | — | — | 18,055 | |||||||||||||||||||||||||||||
Mr. Lewis | 14,324 | — | — | — | 19,099 | ||||||||||||||||||||||||||||||
Ms. Madden | 14,202 | — | — | — | 18,936 | ||||||||||||||||||||||||||||||
Mr. Boldea | 12,952 | — | — | — | 17,269 | ||||||||||||||||||||||||||||||
Mr. Currier | 12,675 | — | — | — | 16,900 | ||||||||||||||||||||||||||||||
Mr. Adamczyk | 32,372 | — | — | — | 32,372 | ||||||||||||||||||||||||||||||
All Other Payments/Benefits | Mr. Kapur | — | — | — | — | — | |||||||||||||||||||||||||||||
Mr. Lewis | — | — | — | — | — | ||||||||||||||||||||||||||||||
Ms. Madden | — | — | — | — | 204,759 | ||||||||||||||||||||||||||||||
Mr. Boldea | — | — | — | — | — | ||||||||||||||||||||||||||||||
Mr. Currier | — | 265,825 | 265,825 | — | 265,825 | ||||||||||||||||||||||||||||||
Mr. Adamczyk | — | — | — | — | — | ||||||||||||||||||||||||||||||
Total | Mr. Kapur | 12,393,055 | — | — | 2,416,500 | 14,809,555 | |||||||||||||||||||||||||||||
Mr. Lewis | 2,960,324 | — | — | 1,162,900 | 5,109,999 | ||||||||||||||||||||||||||||||
Ms. Madden | 2,819,202 | — | — | 1,076,500 | 5,040,195 | ||||||||||||||||||||||||||||||
Mr. Boldea | 2,412,952 | — | — | 975,200 | 4,192,469 | ||||||||||||||||||||||||||||||
Mr. Currier | 1,452,675 | 265,825 | 265,825 | 700,800 | 3,863,525 | ||||||||||||||||||||||||||||||
Mr. Adamczyk | 9,671,372 | — | — | 2,834,000 | 12,505,372 |
| 2024 NOTICE AND PROXY STATEMENT |
Benefit/Event | Amount and Terms of Payments (Other Than | Change | ||||||
Severance Benefits-Cash Payment Involuntary termination without cause; CIC termination without cause or by | •Three years of base salary and bonus for •Paid periodically, in cash. •Bonus is equal to target percentage of base salary. | •Three years of base salary and bonus for •Amounts are paid in a lump sum within 60 days following the later of the date of termination or the CIC date. | ||||||
Annual Bonus for the Year of Annual ICP Plan bonus is payable to NEOs for the year in which a CICoccurs. | •N/ | •Based on achievement of pre-established ICP goals and the MDCC’s assessment of other relevant criteria, for the stub period ending on the CIC (as defined in the ICP Plan) date, prorated through the CIC date. •Paid in cash at the time ICP awards are typically paid to Honeywell executives for the year in which a CIC occurs, but only if the employee is actively employed on the payment date, has been involuntarily terminated other than for cause, or has terminated employment for good reason. | ||||||
Certain Benefits and Perquisites Termination of employment without | •Basic life insurance coverage is continued at Honeywell’s cost for the severance period. •Medical and dental benefits are continued during the severance period at active employee contribution rates. | •Basic life insurance coverage is continued at Honeywell’s cost for the severance period. •Medical and dental benefits are continued during the severance period at active employee contribution rates. | ||||||
Other Payments/Benefits | •In the case of involuntary termination by the Company without •Upon death or disability, Performance Plan cash units are paid on a pro rata basis at target for incomplete performance periods, and based on the actual earned award for completed performance cycles (Mr. Currier only). | •If employment is terminated upon CIC, service credit for pension purposes during the first 12 months of the severance period. Additional 3 years of age •If employment is terminated upon CIC, Performance Plan cash units are paid on a pro rata basis at target for incomplete performance periods, and based on the actual earned award for completed performance cycles (Mr. Currier only). |
2024 NOTICE AND PROXY STATEMENT | | 93 |
Named Executive Officer | Named Executive Officer | In-the-Money Value of Unvested Stock Options | Unvested RSUs | Unvested PSUs(1) | Named Executive Officer | In-the-Money Value of Unvested Stock Options | Unvested RSUs | Unvested PSUs(1) | ||||||||||||||||||||||||||||||||
Mr. Adamczyk | $ | 13,625,899 | $ | 22,020,741 | $ | 7,856,935 | ||||||||||||||||||||||||||||||||||
Mr. Kapur | ||||||||||||||||||||||||||||||||||||||||
Mr. Lewis | Mr. Lewis | $ | 3,680,750 | $ | 4,919,168 | $ | 2,442,069 | |||||||||||||||||||||||||||||||||
Ms. Madden | Ms. Madden | $ | 3,768,060 | $ | 5,471,094 | $ | 2,442,069 | |||||||||||||||||||||||||||||||||
Ms. Dallara | $ | 2,942,265 | $ | 4,683,969 | $ | 1,990,645 | ||||||||||||||||||||||||||||||||||
Mr. Madsen | $ | 2,507,520 | $ | 3,799,677 | $ | 1,603,998 | ||||||||||||||||||||||||||||||||||
Mr. Boldea | ||||||||||||||||||||||||||||||||||||||||
Mr. Currier | ||||||||||||||||||||||||||||||||||||||||
Mr. Adamczyk |
Plan | Treatment of Stock Options, RSUs, | ||||
2011 Stock Incentive Plan of Honeywell International Inc. and its Affiliates | •RSUs become vested in full upon death or disability. •Following termination of employment, unless otherwise agreed by the Company pursuant to the terms of the plan, participants (or their beneficiaries) have until the earlier of the original expiration date or the following period in which to exercise vested options: •These rules are hereinafter referred to as the “2011 Stock Plan Exercise Rules.” •Unvested stock options and RSUs do not automatically vest upon a CIC if rolled over or replaced by the successor. Following a CIC, vesting shall only occur if a participant’s employment is terminated, either by the successor without cause or by the participant for good reason (that is, “double trigger” vesting), within two years following a CIC. These rules are hereinafter referred to as the “Double Trigger CIC | ||||
2016 Stock Incentive Plan of Honeywell International Inc. and its Affiliates | •The Double Trigger CIC Rules apply to unvested stock options and RSUs under this plan. Double trigger vesting also applies to PSUs awarded under this plan where the awards are rolled over or replaced by the successor, with vesting on a pro rata basis at target for incomplete performance periods, and based on the actual earned award for completed performance cycles, and paid within 90 days of a participant’s termination of employment, either by the successor without cause or by the participant for good reason (that is, “double trigger” vesting), within two years following a CIC. RSU and PSU awards that are not rolled over or replaced by the successor vest immediately upon the CIC. •The 2011 Stock Plan Exercise Rules apply to vested stock options under this plan. •There is no acceleration of vesting of awards upon reaching retirement age. Unvested RSUs and a prorated amount of a PSU award are paid upon a termination due to death or disability. Unvested stock options vest upon a termination due to death or disability. |
| |
Term | Summary of Definition | ||||
Change in Control | •The acquisition of 30% or more of the Company's common stock; •The purchase of all or part of the common stock pursuant to a tender offer or exchange offer; •A merger where Honeywell does not survive as an independent, •A sale of substantially all of Honeywell’s assets; or •A substantial change in Honeywell’s Board over a two-year period. •Additionally, under the Senior Severance Plan, any event that the MDCC, in its discretion, determines to be a Change in Control for purposes of that plan; provided that under the 2011 or 2016 Stock Incentive Plan, each of the events described above would only be a Change in Control if it constitutes a “change in control event” within the meaning of United States Department of Treasury Regulation §1.409A-3(i)(5)(i). | ||||
Termination for Cause | •Clear and convincing evidence of a significant violation of the Company’s Code of Business Conduct; •The misappropriation, embezzlement, or willful destruction of Company property of significant value; •The willful failure to perform, gross negligence, or intentional misconduct of significant duties that results in material harm to the business of the Company; •The conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be exercised); •The failure to cooperate fully in a Company investigation or to be fully truthful when providing evidence or testimony in such investigation; or •Clear and convincing evidence of the willful falsification of any financial records of the Company that are used in compiling the Company’s financial statements or related disclosures, with the intent of violating | ||||
Termination for Good Reason | •A material diminution in the NEO’s authority, duties, or responsibilities; •A material decrease in base compensation; •A material reduction in the aggregate benefits available to the NEO where such reduction does not apply to all •Any geographic relocation of the NEO’s position to a location that is more than 50 miles from his or her previous work location; •Any action that constitutes a constructive discharge; or •The failure of a successor to assume these obligations under the Senior Severance Plan. |
2024 NOTICE AND PROXY STATEMENT | |
Total U.S. Employees(1) | |||||
Total non-U.S. Employees | (no exclusions) | ||||
Total Global Workforce |
Total U.S. Employees | |||||
Total non-U.S. Employees | 56,861 (excluding 5,078 employees) | ||||
Total Global Workforce |
| |
Value of Initial Fixed $100 Investment Based on: | CSM: Segment Margin (i) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Year (a) | Summary Comp Table Total for PEO — Kapur (b)(1) | Comp Actually Paid to PEO — Kapur (c)(2),(3),(4) | Summary Comp Table Total for PEO— Adamczyk (b)(1) | Comp Actually Paid to PEO — Adamczyk (c)(2),(3),(5) | Avg. Summary Comp Table for Non-PEO NEOs (d)(1) | Avg. Comp Actually Paid to Non-PEO NEOs (e)(2),(3),(6) | Total Shareholder Return ($)(f) | Peer Group Total Shareholder Return (Composite) (g) | Net Income (in millions) (h) | ||||||||||||||||||||||||||||||||||||||||||||
2023 | $14,401,630 | $14,757,418 | $ | 23,029,368 | $ | 21,520,786 | $6,531,247 | $ | 6,230,330 | $ | 128.65 | $ | 149.80 | $ | 5,672 | 22.7 | % | ||||||||||||||||||||||||||||||||||||
2022 | - | - | 25,437,598 | 36,729,811 | 8,310,085 | 11,405,134 | 128.62 | 126.81 | 4,967 | 21.7 | % | ||||||||||||||||||||||||||||||||||||||||||
2021 | - | - | 26,100,120 | 15,687,973 | 7,489,516 | 5,024,129 | 122.61 | 134.29 | 5,610 | 21.0 | % | ||||||||||||||||||||||||||||||||||||||||||
2020 | - | - | 19,075,281 | 34,603,009 | 6,138,970 | 11,366,412 | 122.97 | 110.91 | 4,865 | 20.4 | % |
Year | PEO (CEO) | Non-PEO NEOs | ||||||
2023 | Vimal Kapur, Darius Adamczyk | Gregory P. Lewis, Anne T. Madden, Lucian Boldea, James Currier | ||||||
2022 | Darius Adamczyk | Gregory P. Lewis, Anne T. Madden, Vimal Kapur, Lucian Boldea | ||||||
2021 | Darius Adamczyk | Gregory P. Lewis, Anne T. Madden, Que Thanh Dallara, Michael R. Madsen | ||||||
2020 | Darius Adamczyk | Gregory P. Lewis, Anne T. Madden, Rajeev Gautam, John F. Waldron |
2024 NOTICE AND PROXY STATEMENT | | 97 |
PEO — Kapur ($) | |||||
2023 | |||||
Total Reported in Summary Compensation Table (SCT) | $14,401,630 | ||||
Less, Value of Stock & Option Awards Reported in SCT | (10,040,327) | ||||
Less, Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT | (283,838) | ||||
Plus, Pension Service Cost | 94,485 | ||||
Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 10,811,208 | ||||
Plus, Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | 467,763 | ||||
Plus, FMV of Awards Granted this Year and that Vested this Year | - | ||||
Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | (693,504) | ||||
Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | - | ||||
Total Adjustments | 355,788 | ||||
“Compensation Actually Paid” to PEO — Kapur | 14,757,418 |
PEO — Adamczyk ($) | ||||||||||||||
2023 | 2022 | 2021 | 2020 | |||||||||||
Total Reported in Summary Compensation Table (SCT) | $ | 23,029,368 | $ | 25,437,598 | $ | 26,100,120 | $ | 19,075,281 | ||||||
Less, Value of Stock & Option Awards Reported in SCT | (18,000,300) | (18,994,812) | (19,734,739) | (14,012,084) | ||||||||||
Less, Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT | (515,490) | (757,453) | (608,232) | (810,840) | ||||||||||
Plus, Pension Service Cost | 59,709 | 189,227 | 337,104 | 302,024 | ||||||||||
Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 18,914,098 | 22,196,690 | 14,602,954 | 22,994,843 | ||||||||||
Plus, Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | 2,029,201 | 9,053,140 | (1,770,930) | 11,314,396 | ||||||||||
Plus, FMV of Awards Granted this Year and that Vested this Year | - | - | - | - | ||||||||||
Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | (3,995,801) | (394,579) | (3,238,305) | (4,260,611) | ||||||||||
Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | - | - | - | - | ||||||||||
Total Adjustments | (1,508,582) | 11,292,213 | (10,412,147) | 15,527,728 | ||||||||||
“Compensation Actually Paid” to PEO — Adamczyk | 21,520,786 | 36,729,811 | 15,687,973 | 34,603,009 |
Non-PEO NEOs Average ($) | ||||||||||||||
2023 | 2022 | 2021 | 2020 | |||||||||||
Total Reported in Summary Compensation Table (SCT) | $ | 6,531,247 | $ | 8,310,085 | $ | 7,489,516 | $ | 6,138,970 | ||||||
Less, Value of Stock & Option Awards Reported in SCT | (4,410,961) | (6,206,612) | (5,394,884) | (4,077,093) | ||||||||||
Less, Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT | (228,752) | (257,602) | (151,402) | (327,288) | ||||||||||
Plus, Pension Service Cost | 61,265 | 44,745 | 82,389 | 92,707 | ||||||||||
Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 4,710,290 | 7,905,172 | 3,998,779 | 6,691,235 | ||||||||||
Plus, Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | 282,769 | 1,771,263 | (475,089) | 3,704,102 | ||||||||||
Plus, FMV of Awards Granted this Year and that Vested this Year | - | - | - | - | ||||||||||
Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | (715,527) | (161,917) | (525,181) | (856,220) | ||||||||||
Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | - | - | - | - | ||||||||||
Total Adjustments | (300,916) | 3,095,050 | (2,465,387) | 5,227,443 | ||||||||||
Average “Compensation Actually Paid” to Non-PEO NEOs | 6,230,330 | 11,405,134 | 5,024,129 | 11,366,412 |
98 | | 2024 NOTICE AND PROXY STATEMENT |
Most Important Financial Metrics | ||
Adjusted Earnings Per Share | ||
Average Segment Margin | ||
Free Cash Flow | ||
Cumulative Revenue | ||
Average Return on Investment | ||
Relative Total Shareholder Return |
2024 NOTICE AND PROXY STATEMENT | | 99 |
100 | | 2024 NOTICE AND PROXY STATEMENT |
(In Millions of $) | (In Millions of $) | 2021 | 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Audit Fees | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Audit Fees | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Audit Fees | Audit Fees | $16.94 | $ | 16.93 | •Annual integrated audit of the Company’s consolidated financial statements, and internal control over financial reporting, statutory audits of foreign subsidiaries, attest services, and review of documents filed with the SEC. | $ | 17.58 | $ | $ | 16.92 | Annual integrated audit of the Company’s consolidated financial statements, and internal control over financial reporting, statutory audits of foreign subsidiaries, attest services, and review of documents filed with the SEC. | Annual integrated audit of the Company’s consolidated financial statements, and internal control over financial reporting, statutory audits of foreign subsidiaries, attest services, and review of documents filed with the SEC. | |||||||||||||||||||||||||||||||||||||||||||
Audit-Related Fees | Audit-Related Fees | $ | 4.71 | $ | 1.76 | •Audit-related services in both 2021 and 2020 related primarily to carve out audits, consents, issuance of comfort letters, and agreed upon procedures. The year-over-year fee increase was primarily attributable to higher costs for carve-out audits in 2021, including the Quantinuum business. | Audit-Related Fees | 1.88 | 3.33 | 3.33 | Audit-related services in both 2023 and 2022 related primarily to carve out audits, consents, issuance of comfort letters, and agreed upon procedures. | Audit-related services in both 2023 and 2022 related primarily to carve out audits, consents, issuance of comfort letters, and agreed upon procedures. | |||||||||||||||||||||||||||||||||||||||||||
Tax Fees | Tax Fees | $ | 0.03 | — | •Fees related to tax compliance in 2021. No tax services in 2020. | Tax Fees | — | — | — | Fees related to tax compliance. | Fees related to tax compliance. | ||||||||||||||||||||||||||||||||||||||||||||
All Other Fees | All Other Fees | $ | 0.31 | — | •Fees related to advisory and consulting services. No services in 2020. | All Other Fees | 0.05 | 0.04 | 0.04 | Fees related to advisory and consulting services. | Fees related to advisory and consulting services. | ||||||||||||||||||||||||||||||||||||||||||||
Total Fees | Total Fees | $ | 21.99 | $ | 18.69 |
2024 NOTICE AND PROXY STATEMENT | |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE APPOINTMENT OF DELOITTE AND TOUCHE LLP AS HONEYWELL'S INDEPENDENT ACCOUNTANTS. |
| |
2024 NOTICE AND PROXY STATEMENT | |
The Board believes that it is important to have the flexibility to determine the most effective leadership structure based on an assessment of the Company’s circumstances from time to time using its best business judgment. |
Honeywell's Corporate Governance Guidelines require that the Board appoint an independent Lead Director whenever the Chairman is not an independent director. The Lead Director role, and its responsibilities and authorities, are robust and equivalent to that of an independent Chairman. |
The Board understands the importance of Lead Director independence and has elected William S. Ayer, who has less than 10 years of service on the Board, to serve as independent Lead Director. |
104 | | 2024 NOTICE AND PROXY STATEMENT |
All but one of Honeywell's directors will be independent following Mr. Adamczyk's retirement from the Board in June 2024. Honeywell's highly independent Board, combined with its strong corporate governance practices and policies, enable effective Board oversight in the best interests of our shareowners. |
Our shareowners have considered iterations of this proposal 11 times over the last 21 years, and they have consistently declined to require a separation of the Chairman and CEO roles. |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL. |
2024 NOTICE AND PROXY STATEMENT | |
| |
Name and Complete Mailing Address | Name and Complete Mailing Address | Number of Shares | Percent of Common Stock Outstanding(3) | Name and Complete Mailing Address | Number of Shares | Percent of Common Stock Outstanding(3) | ||||||||||||||||
The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355 | The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355 | 56,119,426 | (1) | 8.18% | The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355 | 61,121,019 | (1) | (1) | 9.4 | % | ||||||||||||
BlackRock, Inc. 55 East 52nd Street, New York, NY 10055 | 41,185,153 | (2) | 6.0% | |||||||||||||||||||
BlackRock, Inc. 50 Hudson Yards, New York, NY 10001 | BlackRock, Inc. 50 Hudson Yards, New York, NY 10001 | 42,313,312 | (2) | 6.5 | % |
Components of Beneficial Ownership (Number of Shares) | ||||||||||||||
Name(1) | Common Stock Beneficially Owned | Right to Acquire(2) | Other Stock-Based Holdings(3) | Total Number of Shares(4) | ||||||||||
Darius Adamczyk | 230,586 | 1,051,947 | 7,800 | 1,290,333 | ||||||||||
Duncan B. Angove | 1,878 | 9,161 | 2,181 | 13,220 | ||||||||||
William S. Ayer | 8,305 | 15,444 | 4,368 | 28,117 | ||||||||||
Kevin Burke | 25,732 | 17,817 | 11,620 | 55,169 | ||||||||||
D. Scott Davis | 28,360 | 15,444 | 21,489 | 65,293 | ||||||||||
Deborah Flint | 1,352 | 6,199 | 1,355 | 8,906 | ||||||||||
Vimal Kapur | 25,930 | 154,097 | 1,743 | 181,770 | ||||||||||
Michael W. Lamach | 830 | 303 | 25 | 1,158 | ||||||||||
Rose Lee | 455 | 1,713 | 568 | 2,736 | ||||||||||
Grace Lieblein | 10,575 | 18,608 | 6,495 | 35,678 | ||||||||||
Robin L. Washington | 11,795 | 18,608 | 5,947 | 36,350 | ||||||||||
Robin Watson | 237 | 1,145 | 396 | 1,778 | ||||||||||
Lucian Boldea | 5,936 | 14,748 | 336 | 21,020 | ||||||||||
James Currier | 845 | 13,357 | 822 | 15,024 | ||||||||||
Gregory P. Lewis | 55,471 | 278,847 | 4,031 | 338,349 | ||||||||||
Anne T. Madden | 40,812 | 289,699 | 7,116 | 337,627 | ||||||||||
All directors, nominees, and executive officers as a group, including the above-named persons (21 people) | 485,432 | 2,115,978 | 79,479 | 2,680,889 |
2024 NOTICE AND PROXY STATEMENT | |
Components of Beneficial Ownership (Number of Shares) | ||||||||||||||
Name(1) | Common Stock Beneficially Owned | Right to Acquire(2) | Other Stock-Based Holdings(3) | Total Number of Shares(4) | ||||||||||
Darius Adamczyk | 147,903 | 1,257,857 | 4,719 | 1,410,479 | ||||||||||
Duncan B. Angove | 862 | 3,341 | 4,581 | 8,784 | ||||||||||
William S. Ayer | 6,011 | 12,788 | 3,891 | 22,690 | ||||||||||
Kevin Burke | 22,056 | 18,508 | 10,805 | 51,369 | ||||||||||
D. Scott Davis | 25,817 | 15,356 | 20,216 | 61,389 | ||||||||||
Deborah Flint | 485 | 1,287 | 2,278 | 4,050 | ||||||||||
Judd Gregg | 15,485 | 18,508 | 16,785 | 50,778 | ||||||||||
Rose Lee | 9 | 0 | 267 | 276 | ||||||||||
Grace D. Lieblein | 8,411 | 15,356 | 6,731 | 30,498 | ||||||||||
George Paz | 20,251 | 21,580 | 13,610 | 55,441 | ||||||||||
Robin L. Washington | 10,175 | 15,356 | 10,015 | 35,546 | ||||||||||
Gregory P. Lewis | 31,518 | 212,043 | 1,296 | 244,857 | ||||||||||
Anne T. Madden | 32,006 | 228,515 | 40,343 | 300,864 | ||||||||||
Que Thanh Dallara | 6,302 | 108,726 | 597 | 115,625 | ||||||||||
Michael R. Madsen | 35,002 | 153,519 | 1,483 | 190,004 | ||||||||||
All directors, nominees and executive officers as a group, including the above-named persons (20 people) | 429,672 | 2,542,047 | 139,992 | 3,111,711 |
Materials Needed to Participate in the Annual Meeting. You will need the 16-digit control number included on your Notice of Internet Availability, proxy card, or voting instruction form (if you received a printed copy of the Proxy Materials) or included in the email to you (if you received your Proxy Materials by email) in order to access the meeting, vote your shares, and submit questions. If you do not have your control number, you will not be able to attend, vote your shares, or submit questions before or during the Annual Meeting. Please contact Honeywell Investor Relations at investorrelations@honeywell.com for assistance if you are unable to locate your control number. |
Technical Assistance. There will be technicians ready to assist you with any technical difficulties you may have when trying to access the meeting or submitting questions during the meeting. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting log-in page. |
108 | | 2024 NOTICE AND PROXY STATEMENT |
Proxy Materials Are Available at www.proxyvote.com. You will need to enter the 16-digit control number located on the Notice |
Your Vote Is Very Important to Us. Whether or not you plan to attend the meeting, please take the time to vote your shares as soon as possible. |
2024 NOTICE AND PROXY STATEMENT | | 109 |
110 | | 2024 NOTICE AND PROXY STATEMENT |
Shareowners of Record. If you are a registered shareowner, you may request electronic delivery when submitting your vote for this meeting on the Internet at www.proxyvote.com. |
2024 NOTICE AND PROXY STATEMENT | | 111 |
112 | | 2024 NOTICE AND PROXY STATEMENT |
Visit Our Website at investor.honeywell.com. |
2024 NOTICE AND PROXY STATEMENT | |
($M) | 2020 | 2021 | ||||||||||||
Cash provided by operating activities | $ | 6,208 | $ | 6,038 | ||||||||||
Expenditures for property, plant, and equipment | (906) | (895) | ||||||||||||
Garrett Cash Receipts | — | 586 | ||||||||||||
Free cash flow | $ | 5,302 | 5,729 |
($M) | 2022 | 2023 | ||||||||||||
Cash provided by operating activities | $ | 5,274 | $ | 5,340 | ||||||||||
Capital expenditures | (766) | (1,039) | ||||||||||||
Garrett cash receipts | 409 | — | ||||||||||||
Free cash flow | 4,917 | 4,301 |
114 | | 2024 NOTICE AND PROXY STATEMENT |
2018 | 2019 | 2020 | 2021 | |||||||||||||||||||||||
Earnings per share of common stock—assuming dilution(1) | $ | 8.98 | $ | 8.41 | $ | 6.72 | $ | 7.91 | ||||||||||||||||||
Pension mark-to-market expense(2) | 0.04 | 0.13 | 0.04 | 0.05 | ||||||||||||||||||||||
Separation related tax adjustment(3) | — | — | (0.26) | — | ||||||||||||||||||||||
Changes in fair value for Garrett equity securities(4) | — | — | — | (0.03) | ||||||||||||||||||||||
Garrett related adjustment(5) | — | — | 0.60 | 0.01 | ||||||||||||||||||||||
Impacts from U.S. Tax Reform | (1.98) | (0.38) | — | — | ||||||||||||||||||||||
Gain on sale of retail footwear business(6) | — | — | — | (0.11) | ||||||||||||||||||||||
Expense related to UOP Matters(7) | — | — | — | 0.23 | ||||||||||||||||||||||
Separation costs(8) | 0.97 | — | — | — | ||||||||||||||||||||||
Adjusted earnings per share of common stock—assuming dilution | $ | 8.01 | $ | 8.16 | $ | 7.10 | $ | 8.06 | ||||||||||||||||||
Less: EPS, attributable to spin-offs | 0.62 | — | — | — | ||||||||||||||||||||||
Adjusted earnings per share of common stock - assuming dilution, excluding spin-off impact | $ | 7.39 | $ | 8.16 | $ | 7.10 | $ | 8.06 |
2020 | 2021 | 2022 | 2023 | |||||||||||||||||||||||||||||
Earnings per share of common stock—diluted(1) | $ | 6.72 | $ | 7.91 | $ | 7.27 | $ | 8.47 | ||||||||||||||||||||||||
Pension mark-to-market expense(2) | 0.04 | 0.05 | 0.64 | 0.19 | ||||||||||||||||||||||||||||
Separation related tax adjustment(3) | (0.26) | — | — | — | ||||||||||||||||||||||||||||
Changes in fair value for Garrett equity securities(4) | — | (0.03) | — | — | ||||||||||||||||||||||||||||
Garrett related adjustments(5) | 0.60 | 0.01 | — | — | ||||||||||||||||||||||||||||
Gain on sale of retail footwear business(6) | — | (0.11) | — | — | ||||||||||||||||||||||||||||
Expense related to UOP Matters(7) | — | 0.23 | 0.07 | — | ||||||||||||||||||||||||||||
Russian-related charges(8) | — | — | 0.43 | — | ||||||||||||||||||||||||||||
Gain on sale of Russian entities(9) | — | — | (0.03) | — | ||||||||||||||||||||||||||||
Net expense related to the NARCO Buyout and HWI Sale(10) | — | — | 0.38 | 0.01 | ||||||||||||||||||||||||||||
Adjustment to estimated future Bendix liability(11) | — | — | — | 0.49 | ||||||||||||||||||||||||||||
Adjusted earnings per share of common stock—diluted | 7.10 | 8.06 | 8.76 | 9.16 | ||||||||||||||||||||||||||||
Pension headwind(12) | — | — | — | 0.55 | ||||||||||||||||||||||||||||
Adjusted earnings per share of common stock excluding Pension headwind—diluted | 7.10 | 8.06 | 8.76 | 9.71 |
2024 NOTICE AND PROXY STATEMENT | |
($M) | ($M) | 2018 | 2019 | 2020 | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment profit | $ | 8,190 | $ | 7,739 | $ | 6,665 | $ | 7,212 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
($M) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
($M) | 2020 | 2021 | 2022 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating income | Operating income | $ | 5,696 | $ | 6,200 | $ | 6,427 | $ | 7,084 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock compensation expense(1) | Stock compensation expense(1) | (175) | (153) | (168) | (217) | Stock compensation expense(1) | 168 | 217 | 188 | 202 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repositioning, Other(2,3) | Repositioning, Other(2,3) | (1,100) | (598) | (641) | (636) | Repositioning, Other(2,3) | 641 | 636 | 942 | 952 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pension and other postretirement service costs(4) | Pension and other postretirement service costs(4) | (210) | (137) | (160) | (159) | Pension and other postretirement service costs(4) | 160 | 159 | 132 | 66 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment profit | Segment profit | 6,665 | 7,212 | 7,689 | 8,304 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating income | Operating income | $ | 6,705 | $ | 6,851 | $ | 5,696 | $ | 6,200 | Operating income | 5,696 | 6,200 | 6,427 | 7,084 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
÷ Net sales | ÷ Net sales | 32,637 | 34,392 | 35,466 | 36,662 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating income margin % | Operating income margin % | 17.5 | % | 18.0 | % | 18.1 | % | 19.3 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment profit | Segment profit | $ | 8,190 | $ | 7,739 | $ | 6,665 | $ | 7,212 | Segment profit | 6,665 | 7,212 | 7,689 | 8,304 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
÷ Sales | $ | 41,802 | $ | 36,709 | $ | 32,637 | $ | 34,392 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
÷ Net sales | ÷ Net sales | 32,637 | 34,392 | 35,466 | 36,662 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment profit margin % | Segment profit margin % | 19.6% | 21.1% | 20.4% | 21.0% | Segment profit margin % | 20.4 | % | 21.0 | % | 21.7 | % | 22.7 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating income | $ | 6,705 | $ | 6,851 | $ | 5,696 | $ | 6,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
÷ Sales | $ | 41,802 | $ | 36,709 | $ | 32,637 | $ | 34,392 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating income margin % | 16.0% | 18.7% | 17.5% | 18.0% |
1Q21 | 2Q21 | 3Q21 | 4Q21 | 2021 | |||||||||||||||||||||||||
Reported sales % change | —% | 18% | 9% | (3)% | 5% | ||||||||||||||||||||||||
Less: Foreign currency translation | 2% | 3% | 1% | (1)% | 1% | ||||||||||||||||||||||||
Less: Acquisitions, divestitures, and other, net | —% | —% | —% | —% | —% | ||||||||||||||||||||||||
Organic sales % change | (2)% | 15% | 8% | (2)% | 4% |
1Q23 | 2Q23 | 3Q23 | 4Q23 | 2023 | |||||||||||||
Honeywell reported sales % change | 6 | % | 2 | % | 3 | % | 3 | % | 3 | % | |||||||
Less: Foreign currency translation | (2) | % | (1) | % | — | % | 1 | % | (1) | % | |||||||
Less: Acquisitions, divestitures and other, net | — | % | — | % | 1 | % | — | % | — | % | |||||||
Honeywell organic sales % change | 8 | % | 3 | % | 2 | % | 2 | % | 4 | % | |||||||
| 2024 NOTICE AND PROXY STATEMENT |
($M) | 2021 | 2022 | 2023 | |||||||||||||||||||||||||||||||||||
Cash provided by operating activities | $ | 6,038 | $ | 5,274 | $ | 5,340 | ||||||||||||||||||||||||||||||||
Capital expenditures | (895) | (766) | (1,039) | |||||||||||||||||||||||||||||||||||
Garrett cash receipts | 586 | 409 | — | |||||||||||||||||||||||||||||||||||
Free cash flow | 5,729 | 4,917 | 4,301 | |||||||||||||||||||||||||||||||||||
Impact of settlements(1) | — | — | 1,001 | |||||||||||||||||||||||||||||||||||
Adjusted free cash flow | 5,729 | 4,917 | 5,302 | |||||||||||||||||||||||||||||||||||
Cash provided by operating activities | 6,038 | 5,274 | 5,340 | |||||||||||||||||||||||||||||||||||
÷ Net sales | 34,392 | 35,466 | 36,662 | |||||||||||||||||||||||||||||||||||
Operating cash flow margin % | 17.6 | % | 14.9 | % | 14.6 | % | ||||||||||||||||||||||||||||||||
Free cash flow | 5,729 | 4,917 | 4,301 | |||||||||||||||||||||||||||||||||||
÷ Net sales | 34,392 | 35,466 | 36,662 | |||||||||||||||||||||||||||||||||||
Free cash flow margin % | 16.7 | % | 13.9 | % | 11.7 | % | ||||||||||||||||||||||||||||||||
Adjusted free cash flow | 5,729 | 4,917 | 5,302 | |||||||||||||||||||||||||||||||||||
÷ Net sales | 34,392 | 35,466 | 36,662 | |||||||||||||||||||||||||||||||||||
Adjusted free cash flow margin % | 16.7 | % | 13.9 | % | 14.5 | % |
($M) | 2018 | 2019 | 2020 | 2021 | ||||||||||||||||||||||
Net Income attributable to Honeywell | $ | 6,765 | $ | 6,143 | $ | 4,779 | $ | 5,542 | ||||||||||||||||||
Separation related tax adjustment | — | — | (186) | — | ||||||||||||||||||||||
Pension mark-to-market expense(1) | 28 | 94 | 33 | 30 | ||||||||||||||||||||||
Impacts of U.S. Tax Reform | (1,494) | (281) | — | — | ||||||||||||||||||||||
Garret related adjustment(2) | — | — | 427 | 7 | ||||||||||||||||||||||
Changes in fair value of equity related securities | — | — | — | (19) | ||||||||||||||||||||||
Gain on sale of retail footwear business | — | — | — | (76) | ||||||||||||||||||||||
Expense related to UOP Matters | — | — | — | 160 | ||||||||||||||||||||||
Separation Costs, includes net tax impacts | 732 | — | — | — | ||||||||||||||||||||||
Adjusted net income attributable to Honeywell | $ | 6,031 | $ | 5,956 | $ | 5,053 | $ | 5,644 |
2024 NOTICE AND PROXY STATEMENT | | 117 |
($M) | 2021 | 2022 | 2023 | |||||||||||||||||||||||||||||||||||
Net income attributable to Honeywell | $ | 5,542 | $ | 4,966 | $ | 5,658 | ||||||||||||||||||||||||||||||||
Pension mark-to-market expense(1) | 30 | 440 | 126 | |||||||||||||||||||||||||||||||||||
Garret related adjustments(2) | 7 | — | — | |||||||||||||||||||||||||||||||||||
Changes in fair value of equity related securities(3) | (19) | — | — | |||||||||||||||||||||||||||||||||||
Gain on sale of retail footwear business(4) | (76) | — | — | |||||||||||||||||||||||||||||||||||
Expense related to UOP Matters(5) | 160 | 45 | — | |||||||||||||||||||||||||||||||||||
Russian-related charges(6) | — | 297 | (3) | |||||||||||||||||||||||||||||||||||
Gain on sale of Russian entities(7) | — | (22) | — | |||||||||||||||||||||||||||||||||||
Net expense related to the NARCO Buyout and HWI Sale(8) | — | 260 | 8 | |||||||||||||||||||||||||||||||||||
Adjustment to estimated future Bendix liability(9) | — | — | 330 | |||||||||||||||||||||||||||||||||||
Adjusted net income attributable to Honeywell | 5,644 | 5,986 | 6,119 |
($M) | 2020 | 2021 | |||||||||||||||
Net sales | $ | 32,637 | 34,392 | ||||||||||||||
Segment profit | $ | 6,665 | $ | 7,212 | |||||||||||||
Stock compensation expense(1) | (168) | (217) | |||||||||||||||
Repositioning, Other(2,3) | (641) | (636) | |||||||||||||||
Pension and other postretirement service costs(4) | (160) | (159) | |||||||||||||||
Operating income | $ | 5,696 | $ | 6,200 | |||||||||||||
Year-over-year change in Segment profit | $ | 547 | |||||||||||||||
÷ Year-over-year change in Net sales | $ | 1,755 | |||||||||||||||
Incremental Margin % | 31.2 | % |
118 | | 2024 NOTICE AND PROXY STATEMENT |
($M) | 2022 | 2023 | |||||||||||||||
Net sales | $ | 35,466 | $ | 36,662 | |||||||||||||
Operating income | 6,427 | 7,084 | |||||||||||||||
Stock compensation expense(1) | 188 | 202 | |||||||||||||||
Repositioning, Other(2,3) | 942 | 952 | |||||||||||||||
Pension and other postretirement service costs(4) | 132 | 66 | |||||||||||||||
Segment profit | 7,689 | 8,304 | |||||||||||||||
Year-over-year change in Segment profit | 615 | ||||||||||||||||
÷ Year-over-year change in Net sales | 1,196 | ||||||||||||||||
Incremental margin % | 51.4 | % |
($M) | 2021 | 2022 | 2023 | ||||||||||||||||||||||||||||||||
Adjusted net income attributable to Honeywell | $ | 5,644 | $ | 5,986 | $ | 6,119 | |||||||||||||||||||||||||||||
Interest and other financial charges | 343 | 414 | 765 | ||||||||||||||||||||||||||||||||
Tax attributable to interest expense(1) | (77) | (86) | (160) | ||||||||||||||||||||||||||||||||
Adjusted net income before interest | 5,910 | 6,314 | 6,724 | ||||||||||||||||||||||||||||||||
Long-term debt(2) | 15,298 | 14,689 | 15,843 | ||||||||||||||||||||||||||||||||
Current maturities of long-term debt(2) | 2,124 | 1,767 | 1,763 | ||||||||||||||||||||||||||||||||
Commercial paper and other short-term borrowings(2) | 3,570 | 3,130 | 2,401 | ||||||||||||||||||||||||||||||||
Total shareowners' equity(2) | 18,516 | 18,281 | 16,877 | ||||||||||||||||||||||||||||||||
Net investment (two-point average) | 39,508 | 37,867 | 36,884 | ||||||||||||||||||||||||||||||||
Return on invested capital | 15.0 | % | 16.7 | % | 18.2 | % |
2024 NOTICE AND PROXY STATEMENT | |
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