Management Development and Compensation Committee

All Members Independent

The Management Development and Compensation Committee administers Honeywell’s executive compensation program.

• Evaluate and approve executive compensation plans, policies, and programs, including review and approval of executive compensation-related corporate goals and objectives.
• Sole authority to retain and terminate a compensation consultant to assist in the evaluation of CEO or senior executive compensation.
• Review and approve the individual goals and objectives of the Company’s executive officers.
• Evaluate the CEO’s performance relative to established goals and objectives and, together with the other independent directors, determine and approve the CEO’s compensation level.
• Review and determine the annual salary and other remuneration (including under incentive compensation and equity-based plans) of all other officers.
• Review and discuss with management, the Compensation Discussion and Analysis and other executive compensation disclosure included in this proxy statement.
• Produce the annual Committee Report included in this Proxy Statement.
• Form and delegate any of the MDCC’s authorities to subcommittees when appropriate.
• Review the management development program, including executive succession plan.
• Review or take such other action as may be required in connection with the bonus, stock, and other benefit plans of Honeywell and its subsidiaries.
• Monitor and provide risk oversight with respect to focus areas assigned to the committee from time to time by the Board, including succession planning, progress implementing diversity goals and objectives, retention and recruitment of key talent, employment practices and policies, workplace respect and culture, workplace violence, and employee engagement and wellness.