Form 4: Honeywell Director Rose Lee Acquires Additional Deferred Compensation Shares

Honeywell International Inc. Director Rose Lee reported the acquisition of 136.1172 phantom shares as deferred compensation, increasing her total beneficial ownership to 2,804.9888 phantom shares.

Summary

• Rose Lee, a Director at Honeywell International Inc., reported a change in beneficial ownership.
• The transaction involved the acquisition of 136.1172 Deferred Compensation (Phantom Shares).
• The transaction date was July 1, 2025.
• The phantom shares were allocated based on a Common Stock price of $238.77.
• Following this transaction, Rose Lee's total beneficial ownership of phantom shares is 2,804.9888.
• Phantom shares are settled in cash based on the price of Common Stock at settlement.

Sentiment

Score: 5

Explanation: The document is a factual report of a routine insider transaction related to deferred compensation, carrying a neutral sentiment. It neither indicates significant positive nor negative operational or financial news for the company.

Positives

• Director Rose Lee continues to accrue deferred compensation, aligning her interests with shareholder value.
• The acquisition of phantom shares indicates ongoing participation in the company's compensation plan for non-employee directors.

Negatives

• No specific negatives are indicated in this routine Form 4 filing.

Risks

• The value of the phantom shares, which are settled in cash, is subject to the future price fluctuations of Honeywell International Inc. Common Stock.

Future Outlook

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, with the settlement value tied to the future price of Honeywell Common Stock.

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.
• This Statement confirms that the undersigned has authorized and designated Jay Shah and Richard Kent (the Designees) to execute and file on the undersigneds behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigneds ownership of or transactions in securities of Honeywell International Inc.
• The authority of the Designees under this Statement shall continue until the undersigned is no longer required to file Forms 4 and 5 with regard to the undersigneds ownership of or transactions in securities of Honeywell International Inc., unless earlier revoked in writing.
• The undersigned acknowledges that the Designees are not assuming any of the undersigneds responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

Industry Context

This Form 4 filing is a routine disclosure of a director's deferred compensation acquisition and does not provide specific insights into broader industry trends or competitive dynamics for Honeywell International Inc. It reflects standard corporate governance practices regarding executive and director compensation.

Comparison to Industry Standards

• The deferred compensation plan for non-employee directors, where phantom shares are settled in cash based on common stock price, is a common practice among large publicly traded companies like Honeywell International Inc.
• This aligns director incentives with shareholder interests, similar to compensation structures seen at companies such as General Electric, 3M, or Raytheon Technologies, which also utilize equity-linked compensation for their board members.

Corporate Governance

Stakeholder Impact

• Shareholders: The transaction aligns director interests with shareholder value through equity-linked compensation, though the direct impact on share price from this specific transaction is minimal.

Next Steps

• Phantom shares will be settled in cash based on elections by Rose Lee as permitted under the Deferred Compensation Plan.

Key Dates

Keywords

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