Form 4: Honeywell Director Deborah Flint Acquires Additional Phantom Shares Under Deferred Compensation Plan

Honeywell International Inc. Director Deborah Flint acquired 58.6382 phantom shares under the company's Deferred Compensation Plan, increasing her beneficial ownership to 4,694.354 phantom shares.

Summary

• Deborah Flint, a Director of Honeywell International Inc., acquired 58.6382 phantom shares on July 1, 2025.
• The phantom shares were acquired at a price of $238.77 per share, which is based on the Common Stock price on the contribution date.
• Following this acquisition, Deborah Flint directly beneficially owns a total of 4,694.354 phantom shares.
• These phantom shares are accrued under the Deferred Compensation Plan for Non-Employee Directors and will be settled in cash based on the price of Common Stock at the time of settlement.
• Deborah Flint has authorized Jay Shah and Richard Kent to execute and file Forms 3, 4, and 5 on her behalf, as confirmed by a statement dated June 5, 2026.

Sentiment

Score: 7

Explanation: The document reports a routine insider transaction (acquisition of phantom shares as part of a compensation plan), which is generally a neutral to slightly positive signal as it indicates continued alignment of director interests with the company. There are no negative disclosures or red flags.

Positives

• The acquisition of additional phantom shares by a director indicates continued alignment of interests with shareholders, as the value of these shares is tied to the company's common stock performance.
• Participation in the Deferred Compensation Plan for Non-Employee Directors suggests a structured approach to executive compensation and retention, fostering long-term commitment.

Risks

• The value of the phantom shares is tied to the price of Honeywell Common Stock, meaning their ultimate cash settlement value is subject to market fluctuations and inherent stock price risk.

Future Outlook

The phantom shares are part of a deferred compensation plan and will be settled in cash based on the future price of Honeywell Common Stock at the time of settlement, indicating a long-term incentive structure for the director.

Management Comments

• "Deferred Compensation (Phantom Shares) are allocated based on the price of Common Stock on the contribution date by dividing the dollar amount of the contribution by the price per share of Common Stock."
• "Common Stock prices are based on the mean of the highest and lowest sales price on the last trading day before the contribution or settlement."
• "Phantom Shares are settled in cash based on the price of Common Stock at settlement."
• "Phantom shares are accrued under the Deferred Compensation Plan for Non-Employee Directors and will be settled in cash based on elections by the Reporting Person as permitted under the Plan."

Industry Context

This transaction is a routine insider filing, common across publicly traded companies, reflecting a director's participation in a standard deferred compensation plan. It aligns the director's long-term interests with the company's stock performance, a common practice in corporate governance across various sectors.

Comparison to Industry Standards

• The acquisition of phantom shares as part of a deferred compensation plan for non-employee directors is a standard practice in large, established corporations like Honeywell.
• This mechanism is widely used across various industries, including industrial conglomerates (e.g., General Electric, 3M, Raytheon Technologies), to align director incentives with shareholder value, as it ties compensation to the company's stock performance without immediate equity grants.
• The specific terms, such as cash settlement based on stock price, are typical for such plans, ensuring that director compensation reflects the company's market valuation over time.

Corporate Governance

Stakeholder Impact

• Shareholders: The acquisition of phantom shares by a director aligns their financial interests with the long-term performance of the company's stock, potentially benefiting shareholders through improved governance and strategic decisions.

Next Steps

• Settlement of phantom shares in cash based on future elections by Deborah Flint as permitted under the Deferred Compensation Plan.
• Continued filing of Forms 3, 4, and 5 by Jay Shah and Richard Kent on behalf of Deborah Flint as required by SEC regulations.

Key Dates

Recommendation

Keywords

Honeywell International Inc., HON, Deborah Flint, Form 4, Insider Transaction, Phantom Shares, Deferred Compensation, Director Compensation, Beneficial Ownership, SEC Filing