Honeywell International : 2026 Shareowner Engagement Deck
HON
Published on 04/24/2026 at 05:21 pm EDT
2026 ANNUAL MEETING
Shareowner Engagement
April / May 2026
UPDATES ON
OUR PORTFOLIO TRANSFORMATION
2026 Annual Meeting - Shareowner Engagement 2
FORMING THREE INDEP ENDENT P UBLIC COMPANIES
Announced Spin of
Advanced Materials
Oct 2024
Expectation for completion at time of announcement:
end of 2025 or early 2026
Spin Date of Solstice
Advanced Materials
Completed: October 30, 2025
2024 2025 2026
Announced Spin of Honeywell Aerospace Feb 2025
Spin Date of Honeywell Aerospace
Expected to be completed by: 2H 2026
Currently expected spin date: June 29
UPDATE ON SEPARATIONS
SOLS shares distributed at 1 to 4 ratio, began trading publicly on October 30
Honeywell Aerospace separation now expected in 3Q 2026 (June 29), significant progress on key milestones
Completed formation of Honeywell and Honeywell Aerospace leadership teams
Significant Progress on Portfolio Actions
Focused on right -sizing cost structures and addressing stranded costs
P ORTFOLIO TRANSFORM ATION
2025 - 2026+
2023
2024
Strategy and Organization
Strategic alignment
around three megatrends
Business re -segmentation
In itia tion of
com prehens ive internal bus in ess and
portfolio re vie w including transform ation a l action s
Continued strategy execution and preparation to create three
independent public companies
$840M Quantinuum capital raise at $10B pre -money valuation
Enhance value proposition of each business through strategic bolt -ons in high -growth segments and portfolio optimization
Bolt - on Acquisitions
and Technology Tuck - ins
CCC (IA)
Jun 2023
SCADAfe nce (IA)1
Aug 2023
Access Solutions (BA)
Jun 2024
Civita na vi (AT)1
Aug 2024
CAES Sys tem s (AT)
Sep 2024
Air Products LNG (ESS)
Sep 2024
Sundyne (ESS) Jun 2025
Li-ion Ta m er (BA)1 Jul 2025
SparkMeter (IA)1 Aug 2025
Catalyst Te chnolog ies (PA&T) Expected to be completed in 3Q 26
Separations and Divestitures
Proactive portfolio prun in g
An nounced PPE sale and Ad vanced Materials spin
PPE sale (IA) Completed in May 2025
Solstice Ad vanced Materials spin (ESS) Completed in Oct 2025
Honeywe ll Ae rospace spin (AT) Expected on June 29 , 2026 2
PSS and WWS proposed sales (IA) Expected to close in the second half of 26 3
2026 Annual Meeting - Shareowner Engagement 5
2026 VOTING M ATTERS
Proposals
Recommended Vote
No. 1
Election of Directors
FOR each nominee
No. 2
Advisory Vote to Approve Executive Compensation
FOR
No. 3
Approval of Independent Accountants
FOR
No. 4
Reverse Stock Split Proposal
FOR
No. 5
Shareowner Proposal -
Shareholder Right to Act by Written Consent
AGAINST
Proposal 1
ELECTION OF DIRECTORS
Vimal Kapur Chairman & CEO Honeywell International Director since 2023
Duncan B. Angove
CEO,
Blue Yonder
Director since 2018
Craig Arnold 1
Former Chairman and CEO, Eaton Corporation Director since 2025
William S. Ayer 1
Outgoing Lead Director Retired Chairman and CEO,
Alaska Air Group
Director since 2015
D. Scott Davis 1
CGRC Chair
Retired Chairman and CEO, United Parcel Service Director since 2006
Deborah Flint 1 President and CEO, Greater Toronto Airports Authority
Director since 2020
Michael W. Lamach Incoming Lead Director 2 Retired Chairman and CEO, Trane Technologies Director since 2023
Grace D. Lieblein
MDCC Chair Former VP-Global Quality,
General Motors
Director since 2013
Indra K. Nooyi
Former CEO and Chair, PepsiCo
Director since 2026
Marc Steinberg
Partner, Elliott Investment
Management
Director since 2025
Robin Watson
Former President and CEO, John Wood Group Director since 2022
Stephen Williamson
AC Chair Former SVP and CFO, Thermo Fisher Scientific
Director since 2025
AC: Audit Committee; CGRC: Corporate Governance and Responsibility Committee; MDCC: Management Development and Compensation C omm ittee
1 Indicates directors anticipated to join the Honeywell Aerospace Board after the spin -off of the Company's Aerospace business
2 Mr. Lamach will become Lead Director, effective following the Annual Meeting
11 of 12
directors are independent
3 of 12
directors are women
5 of 12
directors are ethnically or
racially
diverse
1 of 3
9 of 12
5.5
committees
directors
years
is
have
average
chaired by a
CEO
tenure
woman
experience
Megatrends: 1 - Future of Aviation; 2 - Automation; 3 - Energy Transition; 4 - Digitalization
Proposal 2
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
2025 TARGET COMPENSATION MIX
Base Salary
Based on scope of responsibility, years of experience, and individual perform ance
Attracts and compensates high - performing and experienced leaders
Annual Incentive Compensation Plan (ICP)
80% form ula ic determ in a tion aga in s t pre-establis hed fin ancia l m etrics
15% assessm ent of individual perform ance
5% based on Corporate Responsib ility KPIs
Rewards executives for achieving corporate, business unit, and functional goals
Long - Term Incentive Compensation (LTI)
Performance Stock Units:
Executive Officers: 5 0 % of annual LTI
Covers three-year period based on return from s tock price appreciation and d ivide nds vs . Com pensation Peer Group*
Relative TSR (2 5 % we ig ht) a long with key fin ancia l m etrics (7 5 % we ig ht)
Focuses executives on specific long - term financial performance goals
Stock Options:
Executive Officers: 2 5 % of annual LTI
Four-ye a r ve s ting
Directly aligns the interest of our executives with shareowners
Restricted Stock Units:
Executive Officers: 2 5 % of annual LTI
Four-ye a r ve s ting
Strengthens key executive retention
*As a result of the upcoming Honeywell Aerospace spin-off, performance for 2025 PSU awards will now be measured over a period ending at the spin-off
24%
VARIABLE VS. FIXED*
Other
NEOs
82%
CEO
9%
91%
18%
Va ria b le Fixe d
LONG- VS. SHORT- TERM**
Other
NEOs
64%
CEO
76%
36%
Long-term
** Ratios based on target compensation. Short-term reflects base salary and ICP
LTI PERFORMANCE PLAN AWARD METRICS
3-Year Cumulative Revenue (25%)
Measures effectiveness of Company's organic growth strategies, including new product introduction and marketing and sales effectiveness, as well as projected growth in our end markets
3-Year Average ROI (25%)
Focuses leadership on making investment decisions that deliver profitable growth
3-Year Average Segment Margin Rate (25%)
Focuses executives on operational improvements and delivering synergies
3-Year Relative TSR (25%)
Measures Honeywell's cumulative TSR relative to Compensation Peer group over three -year performance period
ANNUAL ICP PRE - ESTABLISHED FINANCIAL METRICS
Honeywell Sales (20%)
Incentivize organ ic growth and ach ie ving short-term annual m etrics for lon g-term success
Adjusted Honeywell EPS (40%)
Vie we d as the m ost im portant m easure of
near-term profita b ilit y that has d ire ct im pact on s tock price and shareowner value creation
Honeywell Free Cash Flow (40%)
Refle cts qua lit y of earn in gs and in crem ental cash generated from operations that m ay be re in vested in our businesses, used to m ake
acquisitions, or returned to shareowners in the form of dividends or share repurchases
2025 ICP goals based on midpoint of initial range communicated to investors on February 6, 2025*
*As noted in 2026 proxy statement, midpoint of 2025 EPS guidance was down slightly
year over year due to 2025 sale of PPE business and increases in below-the -line items
FLEXIBILITY AMIDST TRANSFORMATION
For 2026 LTI awards, the MDCC approved s im p lifie d ICP and LTI s tructures
LTI awards consist of 5 0 %
option s / 5 0 % RSUs, with 4 -ye ar ve s ting and 1 -ye ar
add it ion a l hold in g period
CEO and certa in NEOs a ls o rece ived one-tim e separation in centive awards (6 0 %
options / 4 0 % RSUs)**
Com m it tee plans to revis it s tructure in 2027, with planned reintroduction of PSUs and no intent for additional one - time grants
Payout of in - flig ht PSUs will be determ ined considering
perform ance for the period up to the Honeywe ll Ae rospace
spinoff
GUIDING PRINCIPLES
Estab lis h cle ar and m easurab le goa ls and targets to hold our executive s accountab le for ach ie vin g specifie d le ve ls to earn a payout
Va ried sets of operational m etrics to drive top and bottom -lin e growth over m u lt ip le tim e fram es, a lig ned with susta in ed lon g-term perform ance
** Additional detail on the one -time grants was disclosed in
2023 - 2025 PSU Calculation
Metric
Threshold
Target
Maximum
Actual Plan Performance
Payout Factor
Weight
Weighted Payout %
Cumulative Revenue ($M)
$106,158
$114,148
$118,143
$113,414
95.4%
25%
24%
Average Segment Margin Rate
22.5%
23.3%
>=23.8%
22.8%
68.8%
25%
17%
Average ROI
22.9%
24.4%
>=25.4%
23.5%
70.0%
25%
18%
Three -Year Relative TSR
35 th %
50 th %
>=75th %
16%
0.0%
25%
0%
Total*
59%
CEO and Chairman, 2023 - 25 PSU Payouts (# of shares)
- 41%
30,000
25,000
20,000
15,000
10,000
5,000
LTI Grants Operate as Designed; No Adjustments Made
* Reflects payout formulaic calculation for corporate NEOs (Mr. Kapur and Mr. Lewis) PSUs at target includes additional PSUs from dividend equivalents
0
Target Earned
Proposal 3
APPROVAL OF INDEPENDENT ACCOUNTANTS
The Audit Committee recommends approval of its appointment of Deloitte & Touche LLP (Deloitte) as independent accountants for Honeywell for 2026
The Audit Committee, and Honeywell's Board, believe that the continued retention of Deloitte is in the best interests of the Company and its shareowners
The Audit Committee concluded that Deloitte's provision of non -audit services, as detailed in the 2026 Proxy Statement (page 108), is compatible with Deloitte's independence
Proposal 4
REVERSE STOCK SPLIT PROPOSAL
DESCRIPTION OF THE REVERSE SPLIT
Shares combined at a 1- for - 2 split ratio
Implemented at discretion of Board at any time prior to the one - year anniversary of the Annual Meeting
Fractional shares not issued -cash paid instead
REASONS FOR THE REVERSE
SPLIT
Trading price of Honeywell stock expected to decrease to reflect Honeywell Aerospace spin - off
Reverse stock split would increase per - share price following spin -off to better align with peer companies of similar size/market cap
Potentially improve marketability and trading interest in Honeywell stock
IMPACT TO HONEYWELL SHARES
Fewer shares outstanding , but ownership percentage and voting power unchanged (except fractional share cash -outs)
Per- share metrics increase (e.g., EPS) due to lower share count
Equity awards, dividends, and authorized shares adjusted proportionally
Proposal 5
SHAREOWNER PROPOSAL
Shareholder Right to Act by Written Consent
PROPOSAL: Requests the board of directors take the necessary steps to permit written consent by the shareowners entitled to cast the minimum number of votes that would be necessary to authorize an action at a shareowner meeting
PROPONENT : John Chevedden
HONEYWELL'S CONCERNS WITH THE PROPOSAL :
Shareowner m eetings are a m ore dem ocratic m eans for shareowners to e xp ress the ir vie ws
Perm it ting shareowner action by written consent cou ld lead to substantial confus ion and disruption, with potentially m u ltip le , even conflicting, written consents being solicited by m u ltip le shareowner groups
Shareowners holding 15 % of our outstanding shares a lready have the right to call a special m eeting (either in -person or in a virtu a l form a t ) a t any tim e
Our shareowners have cons is tently expressed their com fort with our existing shareowner rights, including rejecting a ll prior proposals on this topic (Honeywell has received similar proposals six times between 2013 and 2025)
The right to act by written consent is further unnecessary given Honeywell's other s trong corporate governance practices
2026 Annual Meeting - Shareowner Engagem ent 15
HONEYWELL REMAINCO SEGMENT REALIGNMENT
Streamlined into four reporting segments including a simplified structure for RemainCo businesses beginning first quarter 2026: Aerospace Technologies, Building Automation, Process Automation & Technology, and Industrial Automation
•
Post-Honeywell Aerospace separation, Honeywell will report three segments and six strategic business units
business models
focused on cohesive
New segments aligned to our strategy aimed at delivering the industrial world's transition from automation to autonomy through high -ROI, outcomes-based solutions
BUILDING AUTOMATION (BA)
PROCESS AUTOMATION & TECHNOLOGY (PA&T)
INDUSTRIAL AUTOMATION (IA)
Advantages
Transforming the way buildings operate with best-in-class, multi-domain expertise
Long-Term Growth Drivers
Rising global demand for seamless, unified building automation solutions
Synergistic process portfolio with vast installed base providing enterprise-level outcomes
Accelerating customer digital transformation and heighted global energy mix change
Mission-critical offerings with proven reliability and differentiated connectivity
Increasing penetration of industrial automation technologies; benefitting from global reshoring thematics
Sales and Mix1
Solutions
~45%
Products
~$7B
SALES
~55%
Aftermarket
~$7B
SALES
~55%
Projects
~45%
Solutions
~25%
Products
~$6B
SALES
~75%
RemainCo Segments Aligned to Business Objectives
1. Sales and mix based on 2025 results, adjusted for the anticipated full-year impact of completed acquisitions and dispositions
Disclaimer
Honeywell International Incorporation published this content on April 24, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 24, 2026 at 21:20 UTC.