Form 4: Honeywell Director Stephen Williamson Acquires Deferred Compensation Phantom Shares Under 10b5-1 Plan

Honeywell International Inc. Director Stephen Williamson acquired 141.3465 phantom shares as deferred compensation under a Rule 10b5-1 plan, increasing his total beneficial ownership to 513.1345 phantom shares.

Summary

• Stephen Williamson, a Director at Honeywell International Inc., reported the acquisition of 141.3465 phantom shares, scheduled for July 1, 2025.
• This transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• The phantom shares were allocated at a price of $238.77 per share.
• Following this acquisition, Stephen Williamson will beneficially own a total of 513.1345 phantom shares.
• These phantom shares are part of a Deferred Compensation Plan for Non-Employee Directors and will be settled in cash based on the Common Stock price at settlement.

Sentiment

Score: 5

Explanation: The document reports a routine deferred compensation transaction for a director, which is a neutral event in terms of company performance or outlook. It reflects standard corporate compensation practices.

Positives

• The transaction is part of a pre-planned deferred compensation arrangement under Rule 10b5-1(c), indicating a structured and compliant approach to director compensation.
• Acquisition of additional phantom shares indicates continued participation in the company's deferred compensation plan by a director, aligning their interests with long-term company performance.

Future Outlook

No specific future outlook or guidance is provided in this Form 4 filing, as it primarily reports a past or scheduled transaction.

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 details a routine deferred compensation transaction for a non-employee director at Honeywell International Inc. Such compensation plans are common across publicly traded companies, particularly for board members, to align their interests with long-term shareholder value and provide tax-efficient compensation. This specific transaction does not reflect broader industry trends beyond standard corporate governance and executive compensation practices.

Comparison to Industry Standards

• The use of phantom shares as a component of non-employee director compensation is a common practice among large, established companies like Honeywell, aligning director interests with stock performance without direct equity ownership until settlement.
• The authorization of designees (Jay Shah and Richard Kent) to file SEC forms on behalf of the reporting person is a standard administrative procedure to ensure timely and compliant filings for corporate insiders, consistent with practices at comparable industrial conglomerates such as General Electric or 3M.

Corporate Governance

Related Party Transactions

• The acquisition of deferred compensation phantom shares by Stephen Williamson, a Director, from Honeywell International Inc. constitutes a related party transaction as it involves compensation between the company and a member of its board.

Stakeholder Impact

• Shareholders: The transaction is part of a standard director compensation plan, aligning director interests with the company's stock performance over time. It does not directly impact current share value but reflects ongoing governance practices.
• Employees: No direct impact on employees is indicated.
• Customers: No direct impact on customers is indicated.
• Suppliers: No direct impact on suppliers is indicated.
• Creditors: No direct impact on creditors is indicated.

Next Steps

• Phantom shares will be settled in cash based on elections by the Reporting Person as permitted under the Deferred Compensation Plan.
• Jay Shah and Richard Kent are authorized to continue filing Forms 3, 4, and 5 on behalf of Stephen Williamson until his filing obligations cease or the authority is revoked.

Key Dates

Keywords

Honeywell International Inc., Stephen Williamson, Form 4, SEC filing, Deferred Compensation, Phantom Shares, Director compensation, Insider transaction, Equity compensation, Rule 10b5-1, HON