HONEYWELL INTERNATIONAL INC. 2023 SHAREOWNER ENGAGEMENT
MAY 2023
Proposal 1
Election of Directors
Diverse, Independent, and Highly-Qualified Board
- 9 of 11 directors are independent
- 4 of 11 directors are women
- 5 of 11 directors are ethnically or racially diverse
- 1 of 3 committees is chaired by a woman
- 8 of 11 directors have CEO experience
- ~6.5 years average tenure
- 4 new directors added in the last 4 years
- Skills and experiences aligned to our strategic direction
- Requirement to interview diverse candidate prior to electing a new director
Honeywell's Board Recommends 'FOR' The Election Of Each Nominee
2023 Shareowner Engagement - May 2023 | 1 |
Proposal 2
Advisory Vote to Approve Executive Compensation
Pay-For-Performance
- Executive compensation program designed to link pay with performance
- Variable compensation represents 92% of CEO pay and 86% of pay for other NEOs
- 80% of annual incentive compensation based on performance against pre-established financial metrics
- 100% of long-term performance plan incentive tied to financial and relative shareowner return metrics
- Robust and balanced program
Honeywell's Board Recommends 'FOR' Say-on-Pay
2023 Shareowner Engagement - May 2023 | 2 |
ENGAGEMENT AND RESPONSIVENESS
In Response to Lower Shareowner Support in 2022, We Engaged, Listened, and Responded
Fall Engagement
TOTAL CONTACTED
Top 100 shareowners
representing 56% of shares outstanding
TOTAL ENGAGED
35%
of shares outstanding
held by 30 of our largest shareowners
DIRECTORS ENGAGED
Meetings with 28% of shares outstanding
led by Lead Director or MDCC Chair
Shareowner Feedback
- Lower Say-on-Pay support in 2022 was due to adjustment to in-flight performance plan awards
- Increased interest on the impact of ESG results in compensation decisions.
- Enhanced disclosure demonstrating how ESG is measured is beneficial when evaluating pay decisions
- Generally supportive of our overall plan design, including equity mix and metrics, and administration of the plan
MDCC Response
- MDCC confirmed that it does not intend to make further adjustments to in-flight performance plans
- Enhanced disclosure associated with MDCC's evaluation of ESG performance
- Starting in 2023, 5% of NEOs' target ICP will measure ESG performance against an ESG scorecard that includes goals for ESG
- Updated share ownership guidelines to exclude unvested PSUs
- Retained new independent compensation consultant to ensure that our program remains externally competitive
MDCC Prioritized Responsiveness To Shareowner Views
2023 Shareowner Engagement - May 2023 | 3 |
2022 COMPENSATION
Stock Awards and SEC Total Comp include the accounting value of the 2022 modification to then-outstanding2019-2021 PSUs. This modification was disclosed to and considered by shareowners in 2022 and should not be viewed as a new modification this year.
Stock Awards | Total Annual | ||||||||||
Stock | SEC | Direct | |||||||||
Base | Accounting | Non-Equity | Change in | All Other | Compensation | ||||||
NEO | Bonus | 2022 - 2024 | Value of | Option | Incentive | Pension | Total | (Excludes Impact | |||
Salary | RSU | Comp | |||||||||
PSU | Modification | Awards | Plan Comp | Value | Comp | of Previously- | |||||
Awards | |||||||||||
Awards | of 2019 - 2021 | Considered PSU | |||||||||
PSU Awards | Modification)* | ||||||||||
Darius | $1,700,000 | $ - | $8,004,052 | $2,390,472 | $3,002,828 | $5,597,460 | $3,736,600 | $757,453 | $248,733 | $25,437,598 | $21,428,584 |
Adamczyk | |||||||||||
Gregory P. | $881,754 | $ - | $2,433,536 | $720,936 | $797,853 | $1,693,116 | $1,064,300 | $315,289 | $72,292 | $7,979,076 | $6,793,642 |
Lewis | |||||||||||
Vimal | $867,596 | $ - | $2,958,436 | $869,199 | $154,594 | $2,063,137 | $1,206,100 | $195,272 | $65,882 | $8,380,216 | $7,964,468 |
Kapur | |||||||||||
Anne T. | $896,122 | $ - | $2,433,536 | $720,936 | $797,853 | $1,693,116 | $1,126,100 | $519,846 | $73,298 | $8,260,807 | $6,869,810 |
Madden | |||||||||||
Lucian | $184,615 | $200,000 | $1,700,045 | $4,600,132 | $ - | $1,190,024 | $832,000 | $ - | $13,423 | $8,720,239 | $4,416,722 |
Boldea | |||||||||||
* Excludes Accounting Value of Modification of 2019-2021 PSU Awards, Change in Pension Value, buyout portion of Mr. Boldea's RSU Awards, Mr. Boldea's Sign-on Bonus, and All Other Compensation.
Total Annual Direct Compensation Reflects MDCC's View Of 2022 Compensation
2023 Shareowner Engagement - May 2023 | 4 |
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Disclaimer
Honeywell International Inc. published this content on 09 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 May 2023 21:53:34 UTC.
