{"url_path":"/sec/hona/8-k/2026-06-29/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/2089271/0001628280-26-045874-index.html","accession_number":"0001628280-26-045874","cik":"0002089271","ticker":"HONA","issuer_name":"Honeywell Aerospace Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2089271/0001628280-26-045874-index.html","primary_entity_key":"0002089271","primary_entity_name":"Honeywell Aerospace Inc."},"word_count":1847,"has_tables":true,"body_markdown":"Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nResignation and Appointment of Directors\n\nOn June 11, 2026, when the Company’s Registration Statement on Form 10 filed with the SEC on March 3, 2026, as thereafter amended, was declared effective by the SEC, the members of the Company’s Board of Directors (the “Company Board”) consisted of Jake Wasserman, Thilo Huber and Pascal Desroches. Effective as of the consummation of the Spin-Off, Jake Wasserman and Thilo Huber resigned from their positions as directors on the Company Board. Pascal Desroches continues to serve as a member of the Company Board following the Spin-Off.\n\nUntil the annual stockholder meeting in 2030, the Company Board will be divided into three classes, with each class consisting, as nearly as possible, of one-third of the total number of directors. The directors designated as Class I directors will have terms expiring at the 2027 annual meeting of stockholders. The directors designated as Class II directors will have terms expiring at the 2028 annual meeting of stockholders. The directors designated as Class III directors will have terms expiring at the 2029 annual meeting of stockholders. At the 2027 annual meeting of stockholders, the Class I directors will be elected to terms expiring at the 2030 annual meeting of stockholders. Commencing with the 2028 annual meeting of stockholders until the Company Board is no longer classified, directors elected to succeed those directors whose terms then expire will be elected for a term of office to expire at the 2030 annual meeting of stockholders. Commencing with the 2030 annual meeting of stockholders, all directors will be elected annually and for a term of office to expire at the next annual meeting of stockholders, and the Company Board will thereafter no longer be divided into classes.\n\nVacancies occurring in the Company Board resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Company Board, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office until the annual meeting of stockholders at which the full term of office of the class to which such director has been elected expires and until such director’s successor shall have been elected and qualified or until such director’s earlier death, resignation, disqualification or removal.\n\nSubject to the rights of holders of preferred stock, if any, (i) until the 2030 annual meeting of stockholders (or such other time as the Company Board is no longer classified under the Delaware General Corporation Law (the “DGCL”)), Company stockholders may remove directors only for cause and only by the affirmative vote of the holders of at least 66 2/3% of Company stock outstanding and (ii) from and including the 2030 annual meeting of stockholders (or such other time as the Company Board is no longer classified under the DGCL), Company stockholders may remove directors with or without cause, only by the affirmative vote of the holders of a majority of Common stock outstanding.\n\nAs of June 29, 2026, upon the effectiveness of the Spin-Off, the Company Board was expanded to 11 members, with each of the following individuals serving on the Company Board in the classes noted below:\n\nName\n\nClass\n\nPosition\n\nCraig ArnoldIII\nChairman of the Company Board\n\nWilliam AyerIIDirector\n\nJames CurrierIIIDirector\n\nD. Scott DavisIDirector\n\nDavid DentonIIDirector\n\nPascal DesrochesIIIDirector\n\nDeborah FlintIDirector\n\nGeneral (Retired) David GoldfeinIDirector\n\nMark ReussIIIDirector\n\nThe Honorable Dr. William B. Roper Jr.\nII\n\nDirector\n\nMichelle Seitz\nII\n\nDirector\n\nBiographical information on each member of the Company Board can be found in the Information Statement under the section entitled “Directors—Board of Directors Following the Distribution” which is incorporated into this Item 5.02 by reference as if restated in full. In addition, Mr. Denton will step down as the Executive Vice President and Chief Financial Officer of Pfizer Inc. on August 15, 2026 and will become the Executive Vice President and Chief Financial Officer of NIKE, Inc. on August 17, 2026.\n\nIn connection with their joining the Company Board, in addition to Pascal Desroches, who was previously appointed as a member and the chair of the Audit Committee as of June 14, 2026, certain other members of the Company Board were appointed to the Audit Committee, Compensation Committee, Nominating and Governance Committee and Special Program Oversight Committee of the Company Board effective as of the consummation of the Spin-Off. Effective as of the consummation of the Spin-Off on June 29, 2026:\n\n•the Audit Committee consists of Pascal Desroches, David Denton, Mark Reuss, The Honorable Dr. William Roper Jr. and Michelle Seitz, with Pascal Desroches serving as the chair of the Audit Committee;\n\n•the Compensation Committee consists of David Denton, William Ayer, D. Scott Davis, Pascal Desroches and Deborah Flint, with David Denton serving as the chair of the Compensation Committee;\n\n•the Nominating and Governance Committee consists of William Ayer, Deborah Flint, D. Scott Davis, General (Retired) David Goldfein and Michelle Seitz, with William Ayer serving as the chair of the Nominating and Governance Committee; and\n\n•the Special Program Oversight Committee consists of Craig Arnold, James Currier, General (Retired) David Goldfein, Mark Reuss and Dr. William Roper Jr., with Craig Arnold serving as the chair of the Special Program Oversight Committee.\n\nEach of the non-employee directors of the Company will receive compensation for their service as a director or committee member in accordance with plans and programs more fully described in the Information Statement under the heading “Director Compensation” which is incorporated into this Item 5.02 by reference as if restated in full. Further, in connection with the Spin-Off and as referenced in the Information Statement under the heading “Director Compensation,” the Company adopted the Deferred Compensation Plan for Non-Employee Directors of Honeywell Aerospace Inc. (the “Director Deferred Compensation Plan”). The Director Deferred Compensation Plan provides for the mandatory deferral of a portion of the annual retainer of the directors as well as voluntary deferrals by the directors. Following the consummation of the Spin-Off, the Company’s director compensation program will be subject to the review by the Nominating and Governance Committee, which will make recommendations to the Company Board regarding the form and amount of non‑employee director compensation in accordance with its charter, with final\n\napproval by the Company Board. In connection with his appointment to serve as Chairman of the Company Board, Mr. Arnold will be granted on August 3, 2026 an award of restricted stock units under the 2026 Stock Incentive Plan of Honeywell Aerospace Inc. and its Affiliates (the “Stock Incentive Plan”) with a grant date value of $200,000, generally vesting in equal annual installments on each of the first three anniversaries of the grant date, subject to continued service.\n\nThere are no arrangements or understandings between any of the individuals listed above and any other person pursuant to which such individuals were selected as directors. There are no transactions involving any of the individuals listed above that would be required to be reported under Item 404(a) of Regulation S-K of the Securities Act.\n\nResignation and Appointment of Certain Executive Officers\n\nEffective as of the consummation of the Spin-Off, Anne Madden resigned from her position as the Company’s President, Jake Wasserman resigned from his position as the Company’s Secretary and Thilo Huber resigned from his position as the Company’s Treasurer.\n\nEffective as of the consummation of the Spin-Off, the following individuals are now serving as executive officers of the Company in the positions noted below:\n\nNamePosition\n\nJames Currier\nPresident and Chief Executive Officer\n\nJoshua Jepsen\n\nSenior Vice President and Chief Financial Officer\n\nJohn Donofrio\n\nSenior Vice President, General Counsel and Corporate Secretary\n\nRobert Buddecke\n\nPresident and Chief Executive Officer, Electronic Solutions\n\nDavid Marinick\n\nPresident and Chief Executive Officer, Engines & Power Systems\n\nRichard DeGraffPresident and Chief Executive Officer, Controls Systems\n\nKaren ArlakSenior Vice President, Chief Human Resources Officer\n\nBiographical information on each of the executive officers is more fully described in the Information Statement under the heading “Management—Executive Officers Following the Distribution.” Compensation information for the Company’s named executive officers can be found in the Company’s Information Statement under the section entitled “Compensation Discussion and Analysis.” These sections are hereby incorporated by reference into this Item 5.02.\n\nEffective as of the consummation of the Spin-Off, William Lautar, age 44, was appointed to serve as Vice President, Controller and Chief Accounting Officer of the Company. Since April 2026, Mr. Lautar has served as Assistant Controller of Honeywell Aerospace, where he has led controllership functions including SEC reporting, technical accounting and policy, internal controls and governance, corporate consolidations and statutory accounting operations. Prior to that role, Mr. Lautar served as Segment Controller for the Aerospace Technologies business of Honeywell from 2024 to 2026, where he led controllership activities in connection with the separation of the Aerospace Technologies business into a standalone public company and the preparation of carve‑out financial statements filed with the SEC. Mr. Lautar previously served as Assistant Segment Controller, Aerospace at Honeywell from 2022 to 2024. Prior to joining Honeywell, Mr. Lautar held a series of finance and controllership roles at General Electric from 2015 to 2022, including Global Business Controller positions across multiple industrial businesses. He began his career at Deloitte & Touche LLP. Mr. Lautar is a Certified Public Accountant and holds a Master of Accountancy and a Bachelor of Science in Economics and Accounting from Miami University.\n\nIn connection with his appointment, Mr. Lautar’s compensation was adjusted to reflect an annual base salary of $400,000, a target bonus opportunity of 50% of annual base salary (i.e., $200,000) and a target long-term incentive opportunity of $400,000. In addition, Mr. Lautar will be granted on August 3, 2026 an award of restricted stock\n\nunits under the Stock Incentive Plan with a grant date value of $300,000, generally vesting 50% on each of the second and third anniversaries of the grant date, subject to continued service.\n\nExcept as described above, there are no transactions or proposed transactions in which the Company is or was a participant and in which Mr. Lautar has or will have a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Lautar and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.\n\nAdoption of Plans\n\nFurther, in connection with the Spin-Off and as described in the Information Statement under the heading “Compensation Discussion and Analysis,” the Company adopted the Stock Incentive Plan and the Honeywell Aerospace Inc. Severance Plan for Designated Officers (the “Severance Plan”). The foregoing description of the Stock Incentive Plan, the Severance Plan and the Director Deferred Compensation Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of each such plan, copies of which are filed as Exhibits 10.6, 10.7 and 10.8, respectively, hereto and are incorporated into this Item 5.02 by reference."}