Honeywell International Inc. · NASDAQ:HON
Honeywell International — Shareholder Meeting (May 2023)
11 slides from Honeywell International's shareholder meeting presentation, May 9, 2023
Slide 1: 2023 Shareowner Engagement May 2023
2023 SHAREOWNER ENGAGEMENT MAY 2023
Slide 2: Proposal 1: Election of Directors
Proposal 1 Election of Directors Diverse, Independent, and Highly-Qualified Board ü 9 of 11 directors are independent ü 4 of 11 directors are women ü 5 of 11 directors are ethnically or racially diverse ü 1 of 3 committees is chaired by a woman ü 8 of 11 directors have CEO experience ü ~6.5 years av
Slide 3: Proposal 2: Advisory Vote to Approve Executive Compensation
Proposal 2 Advisory Vote to Approve Executive Compensation Pay-For-Performance ü Executive compensation program designed to link pay with performance ü Variable compensation represents 92% of CEO pay and 86% of pay for other NEOs ü 80% of annual incentive compensation based on performance against pr
Slide 4: Engagement and Responsiveness
ENGAGEMENT AND RESPONSIVENESS In Response to Lower Shareowner Support in 2022, We Engaged, Listened, and Responded Fall Engagement Shareowner Feedback MDCC Response TOTAL CONTACTED q Lower Say-on-Pay support in 2022 was due ü MDCC confirmed that it does not intend to to adjustment to in-flight perfo
Slide 5: 2022 Compensation
2022 COMPENSATION Stock Awards and SEC Total Comp include the accounting value of the 2022 modification to then-outstanding 2019-2021 PSUs. This modification was disclosed to and considered by shareowners in 2022 and should not be viewed as a new modification this year. Total Annual Stock Awards Dir
Slide 6: 2023 Shareowner Proposals Overview
2023 SHAREOWNER PROPOSALS OVERVIEW Proposal 5: Rationale for ‘Against’ Vote: Independent Board Chairman • Our Board should retain flexibility to determine the most effective leadership based on our Company’s circumstances at any given time using its business judgement. • Request to amend governing d
Slide 7: Shareowner Proposal: Independent Board Chairman
Proposal 5 Shareowner Proposal: Independent Board Chairman PROPOSAL: Adopt an enduring policy and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO. RATIONALE FOR THE BOARD’S “AGAINST” RECOMMENDATION: The Board believ
Slide 8: Robust Lead Director Role
ROBUST LEAD DIRECTOR ROLE Under Honeywell’s Corporate Governance Guidelines, in the absence of an independent Lead Director Selection Criteria Chairman, the Lead Director assumes the same roles and responsibilities, including: Commitment § Work with the CEO, the Corporate Governance and Responsibili
Slide 9: Shareowner Proposal: Environmental Health and Impact Report
Proposal 6 Shareowner Proposal: Environmental Health and Impact Report PROPOSAL: Request for report on environmental justice, updated annually, describing Honeywell’s efforts, above and beyond legal and regulatory matters, to identify and reduce heightened environmental and health impacts from its o
Slide 10: CEO Succession
CEO SUCCESSION Vimal Kapur, President and COO, will succeed Darius Adamczyk as CEO on June 1, 2023 Succession planning involves ongoing and purposeful recruitment and development of top leadership. For the CEO position, the Board deployed a rigorous program to evaluate and select a lead candidate, a
Slide 11: 2023 Shareowner Engagement – May 2023 10
2023 Shareowner Engagement – May 2023 10
Honeywell International — Shareholder Meeting (May 2023) on 6ix