Su Ping Lu
Senior Vice President, General Counsel and Corporate Secretary at HON
Executive
About Su Ping Lu
Senior Vice President, General Counsel and Corporate Secretary of Honeywell International Inc. effective May 5, 2025; age 49; previously Vice President and Corporate Secretary and General Counsel for International; joined Honeywell in 2009 after roles at Wilson Sonsini Goodrich & Rosati and Shearman & Sterling; B.A. in international relations and economics (Stanford) and J.D. (Columbia) . Honeywell’s 2024 performance context during her elevation: reported sales growth 5% (organic 3%; 4% excluding Bombardier), EPS growth 3% (adjusted 4%; 9% excluding Bombardier), free cash flow $4.9B (13% margin), and 10‑year TSR at ~1.4x peer median, underpinning the pay‑for‑performance framework she administers as GC .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Honeywell International Inc. | SVP, General Counsel & Corporate Secretary | May 2025–present | Leads global legal, government relations, and security amid transformative separations (Aerospace Technologies separation, Solstice Advanced Materials spin) . |
| Honeywell International Inc. | VP & Corporate Secretary; General Counsel for International | Jan 2024–May 2025 | Oversaw corporate governance and global legal matters; signed numerous SEC filings as Corporate Secretary . |
| Honeywell International Inc. (Aerospace) | VP & General Counsel, Asia Pacific | 2009–2023 | Led legal and contracts support across APAC for Aerospace, advancing regional growth and compliance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wilson Sonsini Goodrich & Rosati | Attorney | Prior to 2009 | Corporate/securities training foundational to public company governance . |
| Shearman & Sterling | Attorney | Prior to 2009 | Cross-border legal experience relevant to Honeywell’s global footprint . |
Fixed Compensation
Not disclosed for Su Ping Lu in the 2025 proxy or the April 8, 2025 Item 5.02 8‑K; the NEO list in the 2025 proxy includes Anne T. Madden as SVP & General Counsel (Lu succeeds Madden effective May 5, 2025), with Lu’s executive compensation expected to be disclosed in the next proxy cycle .
Performance Compensation
Honeywell executive incentive architecture (applies to executive officers, including the General Counsel; specific individual targets/payouts for Lu are not disclosed):
- Annual Incentive Compensation Plan (ICP): 80% formulaic against pre‑set financial metrics; 15% individual performance; 5% Corporate Responsibility KPIs .
- Long‑Term Incentives (annual mix): PSUs 50% (three‑year plan); Stock Options 25% (10‑year term; vests ratably over 4 years); RSUs 25% (vest over 4 years) .
- PSU performance metrics: 75% on internal financials (3‑year cumulative revenue, 3‑year average segment margin, 3‑year average ROI) and 25% on 3‑year relative TSR vs compensation peer group .
ICP Structure (current program)
| Component | Weighting | Measurement/Purpose |
|---|---|---|
| Financial metrics (formulaic) | 80% | Pre‑established annual financial goals . |
| Individual performance | 15% | MDCC assessment of executive performance . |
| Corporate Responsibility KPIs | 5% | ESG/corporate responsibility outcomes . |
LTI Structure and Key Terms
| Instrument | Weight in LTI | Vesting/Term | Performance Basis |
|---|---|---|---|
| PSUs (3‑year plan) | 50% | Earned at end of cycle; 50% paid in shares with 1‑year holding; 50% paid in cash | 75% internal financial metrics; 25% relative TSR vs peer group . |
| Stock Options | 25% | Vests ratably over 4 years; 10‑year term; post‑exercise holding requirements | Value only if stock appreciates; aligns with shareowners . |
| RSUs | 25% | Vests over 4 years; post‑vesting holding requirements | Retention and alignment . |
Recent PSU Payout Context (Company-Level; informs pay-for-performance)
| Metric | 2021–2023 | 2022–2024 |
|---|---|---|
| Corporate NEO PSU payout (%) | 145% | 127% |
| Relative TSR result | 11th percentile (no payout on TSR) | 32.5% percentile (below threshold; no payout on TSR) |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO must hold 10x base salary; other executive officers 5x; 1‑year holding requirement on net shares from RSUs/PSUs; officers may sell after holding only if still meeting guidelines .
- Prohibitions: No hedging or pledging of Honeywell securities by executive officers and directors .
- Form 4 activity: Lu filed a Form 4 on Aug 4, 2025 for transactions dated Aug 1, 2025 (indicating current beneficial ownership reporting); details available in SEC/IR archives .
Employment Terms
- Executive appointment: Will be an executive officer reporting to Chairman & CEO Vimal Kapur; continues as Corporate Secretary .
- Change‑in‑control/termination treatment of equity: Double‑trigger vesting for unvested RSUs and PSUs if awards are rolled over/replaced; prorated PSU vesting for incomplete periods; options subject to specified exercise windows post‑termination (plan‑specific rules) .
- Clawback: Standalone clawback policy consistent with Exchange Act Rule 10D‑1 and Nasdaq listing standards; additional clawbacks for violation of non‑competition/non‑solicitation provisions .
- Severance framework (company plan illustration): The Severance Plan for Designated Officers provides 18 months of base salary continuation and target bonus upon involuntary termination without cause, as referenced in the offer letter for SVP Portfolio Transformation & Senior Advisor; executives must sign releases and may be subject to non‑compete/non‑solicit conditions (plan reference) .
- Governance footprint: As Corporate Secretary/GC, Lu signed multiple 8‑Ks, the 2025 proxy meeting notice, and the May 28, 2025 cooperation agreement with Elliott (lead legal role in activist settlement) .
Performance & Track Record
- Governance and transaction execution: Signed Honeywell’s cooperation agreement with Elliott on May 28, 2025, evidencing direct involvement in activism resolution and portfolio transformation execution .
- Continuity of disclosure and controls: Signed earnings and press releases throughout 2024–2025 as Corporate Secretary, underscoring oversight of disclosure controls and procedures .
- Company performance environment: 2024 showed 5% reported sales growth (organic 3%, 4% ex‑Bombardier), adjusted EPS +4% (+9% ex‑Bombardier), $4.9B FCF (13% margin), and record capital deployment ($14.6B), setting context for incentive performance calibration .
Investment Implications
- Alignment strong; hedging/pledging banned and 1‑year holding on net shares materially reduces near‑term insider selling pressure from vesting events .
- Incentive rigor: PSU design emphasizes multi‑year revenue, margin, ROI with capped payouts and TSR relative performance; TSR below threshold in recent cycles limited payouts, signaling balanced risk and shareowner alignment .
- Retention risk appears contained: Company‑wide Severance Plan for designated officers, double‑trigger CIC terms, and increased ownership multiples (5x for officers) support retention and long‑term alignment during portfolio separations .
- Trading signals: Lu’s 2025 Form 4 indicates routine ownership reporting; absence of disclosed large discretionary sales coupled with governance constraints (holding requirements, no pledging) suggests limited structural sell pressure near term .
- Shareholder support: Say‑on‑Pay garnered 93% support in 2024, and compensation peer group updates reflect responsiveness, supporting stability of the compensation framework influencing executive behavior .