Honeywell International Inc. · NASDAQ:HON
Honeywell International — Shareholder Meeting (April 2025)
20 slides from Honeywell International's shareholder meeting presentation, Apr 28, 2025
Slide 1: 2025 Annual Meeting Shareowner Engagement
2025 ANNUAL MEETING Shareowner Engagement April / May 2025
Slide 2: Agenda and Forward Looking Statements
AGENDA PORTFOLIO TRANSFORMATION | p. 2 2025 ANNUAL MEETING: VOTING MATTERS | p. 6 APPENDIX | p. 17 FORWARD LOOKING STATEMENTS We describe m any of the trends and other factors that drive our business and future results in this presentation. Such discuss ions conta in forward-looking statem ents with
Slide 3: Portfolio Transformation
PORTFOLIO TRANSFORMATION 2 2025 Annual Meeting – Shareowner Engagement
Slide 4: Portfolio Transformation
PORTFOLIO TRANSFORMATION 2023 2024 2025 - 2026+ • Strategic alignment around three • Initiation of comprehensive • Continued strategy execution and megatrends internal business and portfolio preparation to create three Strategy and review including transformational independent public companies • Bus
Slide 5: Three Industry-Leading Public Companies
THREE INDUSTRY-LEADING PUBLIC COMPANIES SOLSTICE HONEYWELL AUTOMATION HONEYWELL AEROSPACE ADVANCED MATERIALS Global scale, with a Unique financial profile with Large installed base, recurring comprehensive portfolio of market-leading brands across AM sales, best-in-class margins Advantages technolog
Slide 6: Rationale for Separation
RATIONALE FOR SEPARATION • Singular focus providing clear alignment in company purpose and incentives STRATEGIC • Greater end market intimacy and faster reaction time to changing market dynamics • Enhanced organizational agility, greater accountability, and simplified decision-making OPERATIONAL • D
Slide 7: 2025 Annual Meeting of Shareowners Voting Matters
2025 ANNUAL MEETING OF SHAREOWNERS VOTING MATTERS 6 2025 Annual Meeting – Shareowner Engagement
Slide 8: 2025 Voting Matters
2025 VOTING MATTERS 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 Liability Management Reorganization Proposal FOR No. 5 Shareowner Proposal – Independent Board Cha
Slide 9: Election of Directors
Proposal 1 ELECTION OF DIRECTORS Vimal Kapur Duncan B. Angove William S. Ayer D. Scott Davis Deborah Flint Kevin Burke Chairman & CEO CEO, Lead Director President and CEO, CGRC Chair Retired Chairman and CEO, Honeywell International Blue Yonder Retired Chairman and CEO, Greater Toronto Airports Reti
Slide 10: An Independent and Experienced Board
AN INDEPENDENT AND EXPERIENCED BOARD 10 of 11 3 of 11 4 of 11 directors are directors are directors are independent women ethnically or racially diverse 6 of 11 9 of 11 6.9 directors directors years born outside have average of the United CEO tenure States experience Megatrends: 1 – Future of Aviati
Slide 11: Advisory Vote to Approve Executive Compensation
Proposal 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION • Determined based on scope of responsibility, years of experience, and individual VARIABLE VS. FIXED* performance Base Salary 9% 9% ü Attracts and compensates high-performing and experienced leaders 14% 14% • 80% formulaic determination aga
Slide 12: Key Metrics Underpinning Our Program
KEY METRICS UNDERPINNING OUR PROGRAM CEO Annual ICP Pre-established Financial Metrics CEO LTI Performance Plan Award Metrics • Adjusted Honeywell EPS (40%) • 3-Year Cumulative Revenue (25%) ü Viewed as the most important measure of near-term ü Measures the effectiveness of the Company’s organic prof
Slide 13: Approval of Independent Accountants
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 2025 • The Audit Committee, and Honeywell’s Board, believe that the continued retention of Deloitte is in the b
Slide 14: Liability Management Reorganization
Proposal 4 LIABILITY MANAGEMENT REORGANIZATION • Certain asbestos-related liabilities and insurance assets will be allocated to a separate, wholly owned entity DESCRIPTION • Certain assets and liabilities associated with sites for which Honeywell may have environmental, and certain other liabilities
Slide 15: Structure Following the Liability Management Reorganization
STRUCTURE FOLLOWING THE LIABILITY MANAGEMENT REORGANIZATION CURRENT STRUCTURE: Following the reorganization, there will be: Shareowners § No change to the Board or executive officers of Honeywell Honeywell International, Inc. § No change to the Company’s name Direct and indirect subsidiaries § No ch
Slide 16: Shareowner Proposal: Independent Board Chairman
Proposal 5 SHAREOWNER PROPOSAL Independent Board Chairman SHAREOWNER PROPOSAL: Adopt an enduring policy and amend the governing documents as necessary in order that two separate people hold the office of the Chairman and the office of the CEO. Whenever possible, the Chairman shall be an independent
Slide 17: Robust Lead Director Role
ROBUST LEAD DIRECTOR ROLE Lead Director In the absence of an independent Chairman, the independent Lead Director assumes the same roles and responsibilities, including: § Work with the CEO, Chairman, the CGRC, and the full Board to identify and prioritize the specific skillsets, experience, and know
Slide 18: Appendix
APPENDIX 17 2025 Annual Meeting – Shareowner Engagement
Slide 19: Portfolio Evaluation Update: Path Forward
PORTFOLIO EVALUATION UPDATE: PATH FORWARD • Spin of Advanced Materials anticipated in late 2025 or early 2026 TIMING • Separation of Aerospace and Automation expected in 2H 2026 • Filing and effectiveness of applicable filings with SEC (including Form 10) • Customary confirmation that separations ar
Slide 20: 2025 Annual Meeting – Shareowner Engagement
2025 Annual Meeting – Shareowner Engagement
Honeywell International — Shareholder Meeting (April 2025) on 6ix