Mike Stepniak
Senior Vice President and Chief Financial Officer at HON
Executive
About Mike (Michal) Stepniak
Senior Vice President and Chief Financial Officer of Honeywell (HON) since February 17, 2025; age 47; previously VP, Finance (Oct 2024–Feb 2025), CFO of Aerospace Technologies (Jan 2023–Oct 2024), and CFO of Building Technologies (Mar 2020–Jan 2023); nearly 20 years in GE finance leadership including CFO of Baker Hughes International’s Oilfield Equipment division; MBA (University of Memphis) and BS (Edinboro University) . As CFO, he certifies Honeywell’s SEC filings (SOX 302/906) and serves as principal financial officer, underscoring accountability for controls and reporting integrity . Company performance context: shareholders approved say‑on‑pay for 2025 (449.2M for vs 29.3M against), while plan‑basis 2022–2024 relative TSR ranked 32.5% (below threshold for that metric); 2024 organic sales growth was 4% and adjusted EPS grew 9% ex‑Bombardier impacts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Honeywell | Senior Vice President & Chief Financial Officer | Feb 17, 2025–present | Principal financial officer; SEC certification responsibility; reporting to CEO |
| Honeywell | Vice President, Finance (Corporate) | Oct 2024–Feb 2025 | Corporate finance leadership ahead of CFO transition |
| Honeywell Aerospace Technologies | Segment CFO | Jan 2023–Oct 2024 | Led segment finance during portfolio transformation and announced separations |
| Honeywell Building Technologies | Segment CFO | Mar 2020–Jan 2023 | Led segment finance execution and controls |
| Baker Hughes International (a GE company) | CFO, Oilfield Equipment division | c. GE tenure | Division CFO; global finance leadership |
| General Electric | Various finance leadership roles | Nearly 20 years | Global finance leadership of increasing responsibility |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in filings reviewed | — | — | No public company directorships or external roles referenced in biography |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $925,000 | Effective Feb 17, 2025; next review March 2026 |
| Target Annual Incentive (ICP) | 100% of base salary | 2025 payout prorated for days at 75% vs 100% target; paid in Q1 following year |
| Long‑Term Incentive (LTI) Target | $3,800,000 grant date value | Mix determined by MDCC; options/RSUs/PSUs/cash, at MDCC discretion |
| Excess Liability Insurance | $20,000,000 coverage per occurrence | Company-paid umbrella coverage |
Performance Compensation
Annual Incentive Plan (ICP) Structure
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Preset ICP Financial Goals | 80% | Not disclosed | Not disclosed | Not disclosed | Cash, paid Q1 following year |
| Individual Assessment | 15% | Not disclosed | Not disclosed | Not disclosed | Cash, paid Q1 following year |
| Corporate Responsibility KPIs | 5% | Not disclosed | Not disclosed | Not disclosed | Cash, paid Q1 following year |
| 2025 Proration | — | — | — | Prorated for 2025 given target changes | Per offer letter |
PSU Design (Honeywell Officer Program)
| Metric | Weighting | Threshold → Target → 150% → Max | Payout Range | Vesting/Settlement |
|---|---|---|---|---|
| 3‑Year Cumulative Revenue | Not disclosed | Targets approved for 2024–2026 period | 0%–200% capped | 100% vests Feb 2027; 50% cash, 50% shares with 1‑year holding |
| 3‑Year Average Segment Margin Rate | Not disclosed | Targets approved | 0%–200% capped | As above |
| 3‑Year Average ROI | Not disclosed | Targets approved | 0%–200% capped | As above |
| 3‑Year Relative TSR Percentile vs Peer Group | Not disclosed | Targets approved | 0%–200% capped | As above |
2022–2024 cycle context (company‑level): relative TSR percentile 32.5% (below threshold for that metric); corporate PSU payout approved at 127% for that cycle (applied to NEOs in role) .
RSU and Stock Options: Program Terms
| Instrument | Vesting | Term/Exercise | Notes |
|---|---|---|---|
| Annual RSUs | 33% each on 2nd and 3rd anniversaries; 34% on 4th anniversary | NA | Standard Honeywell officer RSU schedule |
| Non‑Qualified Stock Options | Equal annual installments over 4 years | 10‑year term; exercise price = FMV at grant | Program valuation examples disclosed (e.g., NQSO grant date values and Black‑Scholes assumptions for 2024 grants) |
Equity Ownership & Alignment
Beneficial Ownership and Plan Holdings (as of initial Section 16 filing)
| Security Type | Quantity | Ownership Form | Key Terms |
|---|---|---|---|
| Common Stock | 535.7421 shares | Indirect (401(k) plan) | Plan holding |
| RSU Grant | 1,154 units | Direct | Vests 568 on Jul 29, 2025; 586 on Jul 29, 2027; 1:1 share conversion |
| RSU Grant | 1,014 units | Direct | Vests Jul 30, 2026; 1:1 conversion |
| RSU Grant | 879 units | Direct | Vests Feb 11, 2027; 1:1 conversion |
| RSU Grant | 1,351 units | Direct | Vests Mar 1, 2027; 1:1 conversion |
| RSU Grant | 2,167 units | Direct | Vests 715 on Aug 1, 2025; 715 on Aug 1, 2026; 737 on Aug 1, 2027; 1:1 conversion |
| RSU Grant | 1,296 units | Direct | Vests Feb 23, 2026; 1:1 conversion |
| Stock Options | 5,348 | Direct | Fully vested; $202.72 strike; expire Feb 11, 2031 |
| Stock Options | 7,026 | Direct | 5,270 vested; 1,756 vest Feb 11, 2026; $189.72 strike; expire Feb 10, 2032 |
| Stock Options | 6,498 | Direct | 1,625 vested; 1,624 vest Feb 23, 2025; 1,625 vest Feb 23, 2026; 1,624 vest Feb 23, 2027; $194.31 strike; expire Feb 22, 2033 |
| Stock Options | 7,065 | Direct | Vest in 4 equal annual installments (first on Mar 1, 2025); $197.51 strike; expire Feb 28, 2034 |
- Stock Ownership Guidelines: Required for officers (multiple not disclosed); subject to post‑vesting holding requirements on PSUs .
- Pledging/Hedging: No pledging or hedging disclosures identified in filings reviewed specific to Stepniak .
Vesting Calendar Highlights (Potential supply events)
- 2025: Mar 1 (options installment) ; Jul 29 (RSUs) ; Aug 1 (RSUs installment)
- 2026: Feb 11 (options installment) ; Feb 23 (RSUs) ; Aug 1 (RSUs installment) ; Jul 30 (RSUs)
- 2027: Feb 11 (RSUs) ; Feb 23 (options installment) ; Mar 1 (RSUs) ; Aug 1 (RSUs installment) ; PSU 2024–2026 cycle settles Feb 2027 (50% cash/50% shares, 1‑yr hold)
Employment Terms
| Term | Detail | Notes |
|---|---|---|
| Appointment & Reporting | CFO effective Feb 17, 2025; reports to Chairman & CEO; principal financial officer | Age 47; Item 5.02 appointment |
| Severance (Designated Officers Plan) | 12 months base salary continuation + target bonus upon involuntary termination (other than Cause), subject to release & covenants | As of offer letter; plan document governs |
| At‑Will Employment | Yes | Offer letter specifies at‑will status |
| IP & Non‑Compete Agreements | Required to execute IP Agreement and Noncompete Agreement | Condition of employment |
| Stock Ownership Guidelines | Officer guidelines apply | Copy provided separately; compliance status not disclosed |
Compensation Structure Analysis
- Pay mix: Significant variable/at‑risk with ICP and multi‑year PSUs; RSUs and options provide retention and alignment via staged vesting and 10‑year option terms .
- Performance metrics rigor: 2024–2026 PSU metrics align to Honeywell’s algorithm (organic growth 4–7% and margin expansion 40–60 bps) with capped maximum payouts and a below‑threshold TSR reducing payouts in prior cycle, signaling shareowner alignment .
- ICP design: Explicit 80/15/5 weighting across financial, individual, and corporate responsibility KPIs; 2025 ICP prorated given mid‑year target change at promotion .
Governance and Say‑on‑Pay Context
- MDCC oversight: Five meetings in 2024; independent consultant engaged; executive sessions for independent directors .
- Audit Committee engagement: Holds executive sessions with CFO at each in‑person meeting, emphasizing risk oversight of controls, liquidity, tax, and ERM .
- Say‑on‑pay approval: 2025 advisory vote passed (449,212,927 for; 29,309,661 against; 2,865,363 abstain) .
Investment Implications
- Alignment: Multi‑year PSU design tied to revenue, margin, ROI, and relative TSR with 0–200% payouts and post‑vesting holding enhances long‑term alignment; ICP’s quantitative weighting (80%) strengthens pay‑for‑performance .
- Supply/flow signals: Monitor Form 4s around scheduled RSU and option vest dates (Jul 29, Aug 1, Feb 11, Feb 23, Mar 1) and PSU settlement in Feb 2027 (shares subject to 1‑year hold), which can create episodic selling pressure depending on tax and diversification needs .
- Retention risk: Severance at 12 months base + target bonus (below many large‑cap industrial norms of 18–24 months) plus continued portfolio transformations (spin‑offs and separations) could heighten retention risk if external opportunities arise; however, role elevation and LTI target ($3.8M) support retention .
- Governance signal: Strong say‑on‑pay support and Audit Committee engagement with CFO indicate constructive investor and board oversight; prior cycle’s below‑threshold TSR metric outcome may focus management on shareholder return improvement in current plan .