Vimal Kapur
About Vimal Kapur
Vimal Kapur is Chairman and CEO of Honeywell (HON). He became CEO in June 2023 and was elected Chairman in June 2024; he joined the Board in March 2023 and is not independent . Age 59, Kapur has led portfolio simplification and capital deployment with 2024 reported sales growth of 5% (3% organic; 4% ex-Bombardier), adjusted EPS growth of 4% (9% ex-Bombardier), and free cash flow of $4.9B with a 13% FCF margin; Honeywell’s 10‑year TSR was 1.4x its compensation peer median as of 12/31/2024 . The Board recombined the CEO and Chairman roles citing speed and agility during transformations, while empowering a robust independent Lead Director role as counterweight .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Honeywell International | Chairman of the Board | 2024–present | Unified leadership to accelerate portfolio realignment and separations; capital deployment and M&A pace increased . |
| Honeywell International | Chief Executive Officer | 2023–present | Drove organic growth focus, HCE 3.0 software integration, and portfolio separation plan; FCF $4.9B in 2024 . |
| Honeywell International | President & Chief Operating Officer | 2022–2023 | Oversaw enterprise operations ahead of CEO transition . |
| Honeywell Performance Materials & Technologies | President & CEO | 2021–2022 | Advanced sustainability-oriented offerings and industrial software positioning . |
| Honeywell Building Technologies | President & CEO | 2018–2021 | Scaled building automation and software-driven outcomes . |
| Honeywell Process Solutions | President | 2014–2018 | Drove process automation and solutions growth . |
| Honeywell Automation India Ltd. | Managing Director (prior) | n/a | Led Indian operations; various leadership roles since joining Honeywell in 1989 . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | Kapur has no other current or prior public company board service disclosed . |
Fixed Compensation
- 2024 CEO base salary paid: $1,555,769; ICP (annual bonus) paid: $2,915,508 .
- 2024 target structure at year-end: base salary $1,600,000; target ICP $2,800,000 (175% of salary); target LTI $13,000,000 .
| Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 867,596 | 1,225,000 | 1,555,769 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 3,982,229 | 7,530,223 | 9,776,415 |
| Option Awards ($) | — | — | 3,250,820 |
| Non-Equity Incentive (ICP) ($) | 1,206,100 | 2,416,500 | 2,915,508 |
| Change in Pension/Nonqualified Earnings ($) | 195,272 | 283,838 | 498,217 |
| All Other Compensation ($) | 65,882 | 435,965 | 280,463 |
| Total Compensation ($) | 8,380,216 | 14,401,630 | 18,277,193 |
Additional indicators:
- CEO Pay Ratio (2024): 231:1 .
- “Compensation Actually Paid” to CEO (Item 402(v)) for 2024: $21,623,963 (methodology detail and stock price references disclosed) .
Performance Compensation
Annual Incentive (ICP) – 2024 Design and Outcome
| Element | Metrics | Weight | Performance period | Payout/Status |
|---|---|---|---|---|
| ICP (CEO) | Adjusted EPS, Free Cash Flow, Sales (formulaic) | 80% | FY2024 | Overall ICP paid at 107% of target |
| Individual performance assessment | 15% | FY2024 | Included in 107% overall | |
| Corporate Responsibility KPIs (ESG) | 5% | FY2024 | Included in 107% overall |
Long-Term Incentives (2024 awards)
| Instrument | 2024 grant details | Vesting / Terms | Performance metrics |
|---|---|---|---|
| Performance Stock Units (PSUs) | Target 32,100; Threshold 2,006; Max 64,200; Grant date 2/16/2024; Grant-date value $6,514,695 | 3-year performance period (2024–2026) | Four equally weighted metrics: 3-year TSR relative to peer group; cumulative revenue; average ROI; average segment margin rate |
| Stock Options (NQSOs) | 85,100 options; Exercise price $197.68; 10-year term; Grant-date value $3,250,820; grant/close price references provided | Vest 25% per year over 4 years | Value only if stock appreciates (strike at FMV) |
| Restricted Stock Units (RSUs) | 16,500 units; Grant-date value $3,261,720 | Vest 33% on 2/16/2026, 33% on 2/16/2027, 34% on 2/16/2028; post‑vest 1‑year holding on net shares |
Program safeguards and structure:
- Double-trigger for CIC vesting and severance; clawback policy aligned to Rule 10D‑1 (and broader internal policy retained); options granted at FMV; prohibition on repricing; caps on incentive payouts .
- No hedging or pledging by officers/directors; post‑vesting 1‑year holding of net shares; CEO stock ownership guideline = 10x salary .
Equity Ownership & Alignment
As of 12/31/2024 unless noted.
| Category | Detail |
|---|---|
| Beneficial ownership (3/26/2025) | 34,081 common shares; Right to acquire 193,821; Other stock-based holdings 2,267; Total 230,169 (<1% of shares outstanding) . |
| Options | 166,456 exercisable; 173,862 unexercisable outstanding . |
| Unvested RSUs | 55,611 units; market value $12,561,935 . |
| Unearned PSUs | 58,639 units; market value $13,245,866 . |
| In-the-money value (unvested options) | $5,193,717 . |
| Ownership guidelines / holding | CEO must hold 10x salary within 5 years; must hold 100% of net shares from RSU/PSU vest for 1 year; Kapur is within the 5‑year compliance window as CEO <2 years . |
| Hedging / Pledging | Prohibited for executives and directors . |
Vesting/cash flow timing signals:
- 2024 RSUs begin vesting in 2026 (staggered over 2026–2028) with a 1‑year post‑vest holding, moderating near‑term selling pressure .
- Options vest ratably 2025–2028; 2024 grant expires 2/15/2034; strike $197.68 .
Employment Terms
| Scenario (as of 12/31/2024) | Cash severance | ICP (year of term.) | Benefits & Other | Total |
|---|---|---|---|---|
| Termination by Company without cause | $13,200,000 | — | $83,360 (benefits+other) | $13,283,360 |
| Change in Control — no termination | — | $2,915,508 | — | $2,915,508 |
| CIC + qualifying termination (or disability) | $13,200,000 | $2,915,508 | $83,360 (benefits+other) | $16,135,924 |
Additional provisions:
- Double‑trigger CIC vesting and severance; no excise tax gross‑ups; ICP not accelerated on CIC; robust clawbacks (including for restatement and for violating non‑compete/non‑solicit under plan terms) .
- Retirement programs include defined benefit and supplemental plans; 2024 change in pension value for Kapur was $498,217 .
Board Governance
- Board service history: Director since March 2023; Chairman since June 2024; CEO since June 2023; not independent .
- Dual-role implications: Board recombined roles to enable “speed and agility” through significant transformations and M&A; counterbalanced by a strong independent Lead Director empowered to approve agendas, call meetings, lead evaluations, and act as liaison/shareowner contact .
- Committees: Honeywell’s three standing committees (Audit; Corporate Governance & Responsibility; Management Development & Compensation) are fully independent; Kapur does not serve on committees .
- Board independence and process: 10 of 11 nominees independent; regular executive sessions; 2024 Board attendance 100% and committee attendance 99% .
- Shareowner sentiment: 2024 Say‑on‑Pay approved at 93% ; proposal for an independent Board chair received 26% support in 2024; Board recommends AGAINST a binding independent chair policy in 2025 .
Compensation Committee Analysis
- MDCC composition: Independent; Chair: Grace Lieblein; members include Duncan Angove, Deborah Flint; Lead Director ex officio .
- Independent consultant: Pay Governance served as independent advisor; MDCC determined independence/no conflicts and prohibits other services without approval .
- Peer group evolution and philosophy: Peer group updated (added Cisco, Medtronic) and stock ownership guidelines increased (CEO 10x salary); ICP added Sales metric to incentivize organic growth .
Performance & Track Record
- 2024 highlights under Kapur: reported sales +5%, organic +3% (+4% ex‑Bombardier); adjusted EPS +4% (+9% ex‑Bombardier); free cash flow $4.9B (13% margin); double‑digit AT growth; record $14.6B capital deployment (M&A, buybacks, dividends, capex) .
- Strategic actions: Announced spin of Advanced Materials; divestiture of PPE; intent to pursue full separation of Aerospace Technologies; integration of HCE 3.0 to deepen software within segments .
- TSR: 10‑year cumulative TSR at 1.4x peer median as of 12/31/2024 .
Investment Implications
- Pay-for-performance alignment appears strong: 2024 ICP paid at 107% with diversified metrics (EPS/FCF/Sales, individual, ESG), and PSUs tied to 3‑year TSR and operational metrics; no option repricing and FMV grants align incentives with long‑term value creation .
- Retention risk looks contained: Large unvested equity (55.6k RSUs; 58.6k PSUs) plus four‑year option vesting and 1‑year post‑vest holding encourage continuity; CEO must build to 10x salary ownership, with prohibition on hedging/pledging .
- Change‑in‑control economics are disciplined: Double‑trigger, no tax gross‑ups, and limited cash severance quantified; equity does not automatically vest absent qualifying termination .
- Governance: Combined Chair/CEO increases key‑person risk, but Honeywell’s Lead Director authority and highly independent, experienced board mitigate oversight concerns amid planned separations .
- Execution focus: 2024 performance and portfolio moves under Kapur (including separation roadmap) suggest value unlock catalysts; compensation metrics (sales growth, ROI, margins, TSR) are aligned with those outcomes .