8-KLeadership ChangesExhibits & Filings

HONEYWELL INTERNATIONAL INC 8-K Report, Executive Changes (Apr 6, 2016)

Filed April 6, 2016For Securities:HONHONIV

Summary

This 8-K filing by Honeywell International Inc. announces a significant organizational change within its executive leadership. Effective April 4, 2016, Darius Adamczyk has been appointed to the newly created position of President and Chief Operating Officer. This move signals a strengthening of the company's operational management structure, with Mr. Adamczyk reporting directly to Chairman and CEO David M. Cote and overseeing all Honeywell businesses and the HOS Gold initiative. The filing also details Mr. Adamczyk's compensation package for his new role, including a substantial base salary, incentive compensation, and equity awards such as stock options and performance-adjusted restricted stock units. Additionally, the report indicates that Rajeev Gautam is expected to succeed Mr. Adamczyk as the President and CEO of the Performance Materials and Technologies (PMT) segment, further outlining leadership transitions within key business units. Investors should view these appointments as a strategic move to enhance operational efficiency and management depth within Honeywell.

Key Highlights

  • 1Darius Adamczyk appointed as President and Chief Operating Officer, a newly created executive position.
  • 2Mr. Adamczyk will report directly to Chairman and CEO David M. Cote.
  • 3All Honeywell businesses and HOS Gold will report to the new President and COO.
  • 4Adamczyk's compensation includes a base salary of $1,200,000, target annual incentive of 125% of base salary, and significant equity grants.
  • 5Equity grants to Adamczyk include non-qualified stock options, Growth Plan Units, and performance-adjusted restricted stock units (RSUs) with vesting over 3, 5, and 7 years.
  • 6RSUs are subject to a potential performance adjustment of up to 30% based on relative Total Shareholder Return (TSR) performance against a peer group.
  • 7Rajeev Gautam is expected to become the new President and CEO of the Performance Materials and Technologies (PMT) segment.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce a significant change in Honeywell's executive leadership, specifically the creation of the President and Chief Operating Officer role and the appointment of Darius Adamczyk to this position.

Darius Adamczyk has been appointed to the newly created role of President and Chief Operating Officer. He will report directly to Honeywell's Chairman and CEO, David M. Cote, and will oversee all of the company's businesses and the HOS Gold initiative.

Mr. Adamczyk will receive a base salary of $1,200,000, a target annual incentive compensation opportunity of 125% of his base salary, and will be granted stock options, Growth Plan Units, and performance-adjusted restricted stock units (RSUs) under the company's stock incentive plan.

The performance-adjusted restricted stock units (RSUs) granted to Mr. Adamczyk can increase or decrease by up to 30% based on Honeywell's relative Total Shareholder Return (TSR) performance compared to its compensation peer group. This ties a portion of his long-term compensation to the company's stock performance relative to its peers.

Rajeev Gautam, who previously served as President and CEO of Honeywell UOP, is expected to assume the role of President and CEO of the Performance Materials and Technologies (PMT) segment, reporting to Mr. Adamczyk.