Honeywell International : 2023 Proxy Statement

May 19, 2023 Virtual Meeting at 10:30 a.m. EDT www.virtualshareholdermeeting.com/HON2023

AND NOTICE OF ANNUAL MEETING OF SHAREOWNERS

LETTER FROM THE

LEAD DIRECTOR

April 6, 2023

DEAR SHAREOWNERS,

For more than 100 years, Honeywell has been creating ready-now solutions that help address some of the world's most critical challenges in efficiency, safety, security, and productivity. The world has changed in the past several years, and the Company has further stepped up our innovation to provide a portfolio of solutions that industries expect from a leader in global technology and a leader in the energy transition.

Last month, we announced that Vimal Kapur will succeed Darius Adamczyk as Chief Executive Officer, effective June 1, 2023, with Darius continuing to serve as Executive Chairman of the Board. This succession plan is the product of a rigorous Board process, and I am confident that our CEO succession planning efforts will position Honeywell for a seamless CEO transition.

During his 34-year tenure with Honeywell, Vimal has emerged as a proven leader who exhibits the key leadership qualities and operational expertise to thrive as CEO in a challenging and ever-changing environment. Your Board is confident in Vimal's ability to lead Honeywell into the future, and we collectively have the skillsets, experiences, and perspectives to enable Vimal's continued success.

D. SCOTT DAVIS

Lead Director

Your Board is comprised of leaders with extensive global corporate strategy, management, corporate finance, and ESG experience. Honeywell has intentionally refreshed the Board to ensure leadership expertise in areas that are critical to business growth, and to support future value creation. Of note:

• Four of 11 directors joined the board in the last four years.
• Eight of 11 directors have CEO experience.
• Five of 11 directors are ethnically or racially diverse.
• The average tenure of the Board is approximately six and a half years.

Your Board uses a skills-and-experience matrix to facilitate the review of our directors' skill alignment to those deemed necessary to oversee the Company's current strategy. The skills included in the matrix are evaluated against the Company's articulated strategy each year, so the matrix can serve as an up-to-date tool for identifying director nominees who collectively possess the complementary experience, qualifications, skills, and attributes to guide the Company.

In 2022, your Board added two new independent directors - Rose Lee and Robin Watson - who each have significant experience in ESG performance. Given their backgrounds, Rose and Robin bring demonstrated experience in helping to deliver a more sustainable future.

Your Board is committed to engaging directly with the Company's shareowners. In the fall of 2022, members of Honeywell's management team held meetings with shareowners representing 33% of shares outstanding, and members of your Board participated in meetings with certain of those shareowners comprising 25% of shares outstanding. I'm honored to serve as Honeywell's independent Lead Director and have enjoyed both my engagement with shareowners and our continued open dialogue, which help make the Company stronger.

Before I close, I'd like to recognize Darius' outstanding leadership of Honeywell throughout his tenure as CEO. He has been a transformational leader, architecting a differentiated value creation framework that has taken Honeywell's performance standards to a new level while navigating an unprecedented era of global crisis and uncertainty. Vimal is stepping in to lead a company that has never been better positioned for growth acceleration, and your Board is committed to supporting Vimal as he leads Honeywell toward our next stage of out-performance.

I'd also like to remember George Paz, a member of our Board who passed away in 2022. George brought to the Board invaluable insights and contributions over 14 years of service, and he will be greatly missed.

Sincerely,

D. SCOTT DAVIS

Lead Director

2023 NOTICE AND PROXY STATEMENT |

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NOTICE OF ANNUAL MEETING OF SHAREOWNERS

DATE:	May 19, 2023
TIME:	10:30 a.m. EDT
PLACE:	www.virtualshareholdermeeting.com/HON2023
	The meeting will be held in virtual format only. Please see page 119 of
	the Proxy Statement for additional details.

RECORD DATE: Close of business on March 24, 2023

MEETING AGENDA

• Election to the Board of Directors of the 11 nominees listed in the Proxy Statement.
• An advisory vote to approve frequency of advisory vote to approve executive compensation.
• An advisory vote to approve executive compensation.
• Approval of the appointment of Deloitte & Touche LLP as independent accountants for 2023.
• If properly raised, two shareowner proposals described starting on page 111 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 2022 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/HON2023 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 March 24, 2023, 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 April 6, 2023.

By Order of the Board of Directors,

VICTOR J. MILLER

Vice President, Deputy General Counsel,

Corporate Secretary, and Chief Compliance Officer

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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.

TABLE OF

CONTENTS

		LETTER FROM THE LEAD DIRECTOR	1
		NOTICE OF ANNUAL MEETING OF SHAREOWNERS	2
		HONEYWELL PERFORMANCE IN 2022	5
		Honeywell Portfolio	5
		2022 Performance Highlights	6
		Commitment to Sustainability	11
		PROXY SUMMARY	13
		Annual Meeting of Shareowners	13
		Voting Matters	13
		PROPOSAL 1: ELECTION OF DIRECTORS	19
		Director Skills and Qualifications	20
		Board Skillset Matrix	21
		Commitment to Board Integrity, Diversity, and Independence	22
		Nominees for Election	23
		CORPORATE GOVERNANCE	29
		Shareowner Outreach and Engagement	30
		Board Leadership Structure	32
		Director Independence	34
		Board Practices and Procedures	35
		Board Committees	38
		Board's Role in Risk Oversight	42
		DIRECTOR COMPENSATION	52
		Elements of Compensation	52
		2022 Director Compensation Table	53
		Director Stock Ownership Guidelines	54
		PROPOSAL 2: ADVISORY VOTE TO APPROVE FREQUENCY OF	55
		ADVISORY VOTE ON EXECUTIVE COMPENSATION
		PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE	56
		COMPENSATION
		COMPENSATION DISCUSSION AND ANALYSIS	57
		Our Named Executive Officers (NEOs)	62
		Our Compensation Program	62
		Compensation Practices and Policies	65
		2022 Compensation Summary	70
		2022 Base Salary Decisions	72
		2022 Annual Incentive Compensation Plan Decisions	72
		2022 Long-Term Incentive Compensation Decisions	78
		Other Compensation and Benefit Programs	85
		Risk Oversight Considerations	86
		Management Development and Compensation Committee Report	88
		EXECUTIVE COMPENSATION TABLES	89
		Summary Compensation Table	89
		OTHER COMPENSATION TABLES	91
		CEO Pay Ratio	104
		Pay Versus Performance	105

2023 NOTICE AND PROXY STATEMENT |

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TABLE OF CONTENTS

		PROPOSAL 4: APPROVAL OF INDEPENDENT ACCOUNTANTS	109
		Independent Accounting Firm Fees	109
		Non-Audit Services	109
		Audit Committee Report	110
		PROPOSAL 5: SHAREOWNER PROPOSAL - INDEPENDENT	111
		BOARD CHAIRMAN
		Board Recommendation	111
		PROPOSAL 6: ENVIRONMENTAL AND HEALTH IMPACT REPORT	113
		Board Recommendation	114
		ADDITIONAL INFORMATION	117
		Other Business	117
		Certain Relationships and Related Transactions	117
		Stock Ownership Information	118
		Virtual Annual Meeting	119
		Notice and Access	120
		Voting Procedures	120
		Shareowner Proposals and Board Nominees	122
		Where Shareowners Can Find More Information	124
		APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES	125
		RECENT AWARDS	131

Reconciliation, notes, and definitions of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found on page 57 or in Appendix A.

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