Honeywell International : 2022 Proxy Statement

2022

PROXY STATEMENT

and Notice of Annual Meeting of Shareowners

April 25, 2022

Virtual Meeting at 10:30 a.m. EDT www.virtualshareholdermeeting.com/HON2022

LETTER FROM THE LEAD DIRECTOR

March 15, 2022

DEAR SHAREOWNERS,

The past year has proven our strength and resolve as we emerge from the pandemic. While Honeywell continues to face challenges created by the new normal, the Company's principles and core behaviors have provided tenets to help guide a roadmap to the future.

With 2021 in the books, I would like to take the opportunity to talk about how the Honeywell Board of Directors has worked on your behalf. We on the Board have a duty to be attuned to the perspectives of our shareowners while providing long-term guidance to the Company's strategic vision and performance culture.

Honeywell is in the business of changing how the world works, and Darius and his leadership team are becoming pacesetters in sustainability efforts. Yale School of Management's Jeff Sonnenfeld ranked Darius's actions as one of the best CEO performances of 2021 in part due to making sustainability a priority.

The Board's Corporate Governance and Responsibility Committee provides holistic oversight and thought leadership as the company navigates rapidly evolving environmental, social, and governance (ESG) policies. We recently welcomed Rose Lee to the Board. She has extensive ESG experience and will be an invaluable addition to the Board as we further advance Honeywell's sustainability efforts.

The Company and its Board are intensely committed to the highest levels of ESG performance. Honeywell is uniquely positioned to help industries across the globe improve their sustainability. A significant portion of the Company's research and development spend on new products is in its ESG-related portfolio, much of which underscores its commitment to reducing greenhouse gas emissions throughout the value chain.

I encourage you to read our 2021 Corporate Citizenship Report, at investor.honeywell.com (see "ESG/ESG Information"), to learn more about how Honeywell's ESG-oriented in energy, aviation, technology, and beyond will help shape our future.

The Company is continuing its efforts to invent and commercialize breakthrough technologies in energy, safety, security, productivity, and urbanization. While the Company has and will continue to face challenges in the near term, I have the utmost confidence in where the Company is headed. I speak for the entire Board when I say I am highly encouraged by Honeywell's progress and eager to see all it will accomplish as a premier global technology company.

Before I close, I'd like to remember Gen. Raymond Odierno, a member of our Board who passed away in 2021. A retired four-star general, Ray brought deep insights to our Board and it was an honor and pleasure to serve with him.

Sincerely,

D. SCOTT DAVIS

Lead Director

D. SCOTT DAVIS

Lead Director

Notice and Proxy Statement | 2022

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NOTICE OF ANNUAL MEETING OF SHAREOWNERS

DATE:	April 25, 2022
TIME:	10:30 a.m. EDT
PLACE:	www.virtualshareholdermeeting.com/HON2022
	The meeting will be held in virtual format only. Please see page 106 of
	the Proxy Statement for additional details.

RECORD DATE: Close of business on February 25, 2022

MEETING AGENDA

• Election to the Board of Directors of the 10 nominees listed in the Proxy Statement
• An advisory vote to approve executive compensation
• Approval of the appointment of Deloitte & Touche LLP as independent accountants for 2022
• If properly raised, three shareowner proposals described starting on page 97 of the Proxy Statement
• Transact any other business that may properly come before the meeting

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 2021 Annual Report and how to vote online.

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, 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/HON2022 and entering 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 proxy materials. You will only be entitled to vote and submit questions at the Annual Meeting if you are a shareowner as of the close of business on February 25, 2022, the record date. In the event of a technical malfunction or other situation that at the discretion of the Chairman of the Board of Directors may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of shareowners to be held, the Chairman or Corporate Secretary of Honeywell will convene the meeting at 12 p.m. EDT on the same date and at the location specified above solely for the purpose of holding the adjourned meeting at this later time. Under the foregoing circumstances, we will post information regarding the announcement on Honeywell's Investor Relations website at investor.honeywell.com.

This Notice of Annual Meeting of Shareowners and related proxy materials are being distributed or made available to shareowners beginning on or about March 15, 2022.

By Order of the Board of Directors,

VICTOR J. MILLER

Vice President, Deputy General Counsel,

Corporate Secretary, and Chief Compliance Officer

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.

2	Notice and Proxy Statement | 2022

TABLE OF CONTENTS

Letter from the Lead Director	1
Notice of Annual Meeting of Shareowners	2
Honeywell Performance in 2021	5
Honeywell Portfolio	5
2021 Performance Highlights	6
Commitment to Sustainability	10
Proxy Summary	12
Annual Meeting of Shareowners	12
Voting Matters	12
Proposal 1: Election of Directors	17
Director Skills and Qualifications	18
Board Skill Set Matrix	19
Commitment to Board Integrity, Diversity, and Independence	20
Nominees for Election	21
Corporate Governance	26
Shareowner Outreach and Engagement	27
Board Leadership Structure	28
Director Independence	30
Board Practices and Procedures	31
Board Committees	34
Board's Role in Risk Oversight	37
Director Compensation	46
Elements of Compensation	46
2021 Director Compensation Table	47
Stock Ownership Guidelines	48
Proposal 2: Advisory Vote to Approve Executive Compensation	49
Compensation Discussion and Analysis	50
Our Named Executive Officers (NEOs)	51
Compensation Practices and Policies	51
Our Compensation Program	52
2021 Compensation Summary	58
2021 Base Salary Decisions	59
2021 Annual Incentive Compensation Plan Decisions	60
2021 Long-Term Incentive Compensation Decisions	65
Other Compensation and Benefit Programs	74
Risk Oversight Considerations	75
Management Development and Compensation Committee Report	77
Executive Compensation Tables	78
Summary Compensation Table	78
Other Compensation Tables	80
CEO Pay Ratio	94
Proposal 3: Approval of Independent Accountants	95
Independent Accounting Firm Fees	95
Non-Audit Services	95

Notice and Proxy Statement | 2022

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Audit Committee Report

96

Proposal 4: Shareowner Proposal-Special Shareholder Meeting	97
Improvement
Board Recommendation	98
Proposal 5: Shareowner Proposal-Climate Lobbying Report	99
Board Recommendation	100
Proposal 6: Shareowner Proposal-Environmental and Social Due Diligence	101
Board Recommendation	102

Additional Information

Other Business

Certain Relationships and Related Transactions

Stock Ownership Information

Virtual Annual Meeting

Notice and Access

Voting Procedures

Participation in the Annual Meeting

Shareowner Proposals and Board Nominees

Where Shareowners Can Find More Information

Appendix A: Reconciliation of Non-GAAP Financial Measures Recent Awards

104

104

104

105

106

1. Reconciliation, notes, and definitions of non-GAAP
2. financial measures used

109	in the Compensation
110	Discussion and Analysis
section and elsewhere in
111	this Proxy Statement,
other than as part of
112
disclosure of target levels,
116	can be found on page 50
or in Appendix A.

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