Johnson Controls Announces Director Changes and Officer Compensation

TL;DR

JCI board shakeup: Finley out, Smith in. Officer pay details also filed.

AI Summary

Johnson Controls International plc announced on July 30, 2024, the departure of Director Patrick S. Finley and the appointment of Michael J. Smith as a new director. The company also disclosed compensatory arrangements for certain officers, though specific details and dollar amounts were not provided in this filing excerpt.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, while details on officer compensation are crucial for understanding executive incentives and potential shareholder value.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance and executive compensation disclosures, with no immediate financial risks apparent.

Key Players & Entities

• Johnson Controls International plc (company) — Filer
• Patrick S. Finley (person) — Departing Director
• Michael J. Smith (person) — Appointed Director
• TYCO INTERNATIONAL plc (company) — Former Company Name
• TYCO INTERNATIONAL LTD (company) — Former Company Name

FAQ

Key Financial Figures

• $0.01 — Registered Ordinary Shares, Par Value $0.01 JCI New York Stock Exchange 1.375% No
• $24,429.24 — prorated quarterly retainer payment of $24,429.24 for the Company's fiscal fourth quarter
• $105,000 — 2, 2024 and a grant date fair value of $105,000, representing the pro-rata value of a f
• $180,000 — ull year non-employee director award of $180,000. This RSU award will vest one day immed
• $2,750,000 — 2, 2024 and a grant date fair value of $2,750,000. The Retention Awards are cliff vesting

Filing Documents

• jci-20240730.htm (8-K) — 64KB
• ex991.htm (EX-99.1) — 20KB
• jcilogo.jpg (GRAPHIC) — 9KB
• thepowerbehindyourmission.jpg (GRAPHIC) — 19KB
• 0000833444-24-000055.txt ( ) — 424KB
• jci-20240730.xsd (EX-101.SCH) — 8KB
• jci-20240730_def.xml (EX-101.DEF) — 26KB
• jci-20240730_lab.xml (EX-101.LAB) — 53KB
• jci-20240730_pre.xml (EX-101.PRE) — 27KB
• jci-20240730_htm.xml (XML) — 16KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. A copy of the press release announcing the initiation of the Chief Executive Officer succession plan for Mr. Oliver and the appointment of Mr. Decker as described in Item 5.02 above is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information contained in this Item 7.01, including the accompanying Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Johnson Controls International plc Cautionary Statement Regarding Forward-Looking Statements Johnson Controls International plc has made statements in this Current Report on Form 8-K that are forward-looking and therefore are subject to risks and uncertainties. All statements in this document other than statements of historical fact are, or could be, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements can be identified by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," "projects," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, among other things, statements relating to the Company's Chief Executive Officer succession plan. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. Johnson Controls cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other f

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 99.1 Press release issued by Johnson Controls International plc, dated July 31, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. JOHNSON CONTROLS INTERNATIONAL PLC Date: August 5, 2024 By: /s/ Richard J. Dancy Name: Richard J. Dancy Title: Vice President and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR