Johnson Controls International plc

For the period ended Mar 12, 2025. Filed Jan 21, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 12, 2025 · Filed Jan 21, 2025

JCI$135.03+2.7%Stored close · as of Nov 6, 2026

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Contents

Proxy Statement Summary

Proxy Summary

This proxy summary is intended to provide a broad overview of our 2024 performance, corporate governance and compensation highlights. As this is only a summary, we encourage you to read the entire Proxy Statement for more information prior to voting.

Annual General Meeting of Shareholders


		Date and Time 3:00 pm, local time March 12, 2025								Place The Merrion Hotel 24 Upper Merrion Street Dublin 2, Ireland								Record Date January 7, 2025

Admission. All shareholders are invited to attend. Registration will occur on day of meeting. Your vote is important and we encourage you to submit your proxy as soon as possible so that your shares will be represented at the meeting. This can be done in advance of the Annual General Meeting by availing of one of the voting options detailed in this Proxy Statement. In addition, details of the business to be presented at the meeting can also be found in this Proxy Statement.

Meeting Agenda and Voting Matters


Proposal	Board’s Voting Recommendation	Page Reference
No. 1	Election of Directors	✓ FOR (each nominee)	p. 9
No. 2	Ratify appointment of independent auditors and authorize audit committee to set auditors’ remuneration	✓ FOR (both 2(a) and 2(b))	p. 15
No. 3	Authorize market purchases of Company shares by the Company and/or any subsidiary	✓ FOR	p. 18
No. 4	Determine the price range to re-allot treasury shares	✓ FOR	p. 19
No. 5	Advisory vote to approve executive compensation	✓ FOR	p. 20
No. 6	Approve the allotment of up to 20% of issued share capital	✓ FOR	p. 21
No. 7	Approve the waiver of statutory pre-emption rights	✓ FOR	p. 22

2025 Notice and Proxy Statement 1

Proxy Summary › Fiscal Year 2024 In Review

Fiscal Year 2024 In Review

Business Performance Highlights

We refocused our portfolio with our decision to divest nearly 20% of our non-core assets, including the sale of our Air Distribution Technologies business and entering into an agreement to sell our Residential & Light Commercial HVAC business. This marks a pivotal step in our journey towards becoming a dedicated provider of comprehensive solutions for commercial buildings. Focusing our resources and expertise on our core strengths better positions us to innovate, deliver superior value to our clients, and drive sustainable growth. This strategic realignment enhances our operational efficiency while also reinforcing our commitment to excellence in commercial buildings.

We extended our leading position in cooling for data centers with orders for the full year more than doubling the sales we delivered.

Backlog increased 7% to a record $13.1 billion as demand for our solutions grows with our customers around the globe.

Our Digital Portfolio, which includes OpenBlue and FM:Systems, collectively serves users managing over 3 billion square feet of real estate. These solutions provide more than 10,000 facility professionals with enhanced visibility into workplace operations, improved performance and operation of building equipment, and support in achieving their decarbonization goals.

By leveraging our connected assets, we utilized over 50 terabytes of data to predict equipment failures and identify proactive service opportunities, enhancing our global approach to lifecycle solutions.

We were named to the 2023 CDP Climate Change “A List,” joining fewer than 400 companies recognized for global climate leadership. Additionally, we were featured on the 2024 Corporate Knights “Clean 200” list, marking our 9th consecutive year on this prestigious list.

See Annex A to this Proxy Statement for a reconciliation of adjusted EPS from continuing operations and organic revenue to our results for the most directly comparable financial measure as reported under GAAP in the United States.

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Proxy Summary › Sustainability Leadership

Sustainability Leadership

At Johnson Controls, we pride ourselves on building smarter, healthier and more sustainable tomorrows. This unwavering focus on sustainability is at the core of our purpose as a company and informs every aspect of our work, from our strategy and our customer service to our corporate citizenship. We approach our decarbonization goals as an opportunity to lead by example, while our 140-year heritage of technologies and services in the built environment provides solutions that enable our customers to achieve their sustainability commitments.

Buildings are responsible for nearly 40 percent of global carbon emissions. With the trifecta of low carbon, energy efficient products, electrification, and the digitalization of buildings, we can reduce both carbon and operating costs. Since 2020, we transformed our business to focus on sustainability and committed to invest at least 75 percent of new product research and development annually in climate-related innovation to develop sustainable products and services.

Our 2024 highlights include:

We delivered energy-efficiency and cost savings for customers resulting in over 39 million metric tons of CO2e and $8.4 billion saved since 2000. In 2024, we entered a 20-year energy savings performance contract with Cobb County, Georgia. The infrastructure project utilizes Johnson Controls equipment and digital technology to improve indoor air quality, reduce utility costs, and tackle deferred maintenance in nearly a dozen facilities. The project is expected to reduce carbon dioxide emissions by more than 8,700 metric tons and over $2 million in guaranteed utility bill savings.

We were named as one of the US Department of Energy’s manufacturing partners by passing all the requirements of the Cold Climate Heat Pump Technology (CCHP) Challenge. The CCHP Challenge represents a best-in-class heat pump product that provides high-efficiency heating performance in cold climates, employs environmentally friendly low-Global Warming Potential (GWP) refrigerants, and is designed to be grid interactive.

We doubled the training capacity at The Johnson Controls Academy, an industry-leading national workforce development initiative to tackle the shortage of skilled building systems technicians. This expansion, developed in partnership with Lincoln Tech (parent company Lincoln Educational Services), is designed to address the growing demand for skilled technicians in the installation, service and maintenance of building systems. Graduates of the program will be placed into service technician roles throughout the U.S.

We were named a finalist in the Empire Technology Prize, a $10 million competition to advance building technologies for low-carbon heating system retrofits in tall commercial and multifamily buildings in New York State. We proposed an innovative heat pump solution that delivers cooling and heating for buildings, consisting of a heat pump that runs on ultra-low GWP refrigerant, in combination with zero-GWP mechanical vapor recompression technology, which met the competition’s criteria for sustainability and performance.

Through global volunteerism and philanthropy, Johnson Controls helps build smart, healthy and sustainable communities our employees call home. The Johnson Controls Community College Partnership Program is on track to donate up to $15 million by the end of 2026 to expand access to educational programs in the HVAC, fire, security, and digital disciplines.

We are honored to be recognized for our ongoing innovation and leadership:

2023 CDP Climate Change ‘A List’, one of less than 400 companies recognized for global climate leadership

2024 Corporate Knights Clean 200, marking our 9th consecutive year on the list

2024 TIME World’s Best Companies List

2024 Forbes Net Zero Leaders list

2024 EcoVadis Gold, top 5% percent of companies assessed

2024 Ethisphere World’s Most Ethical Companies list, for the 17th time

2025 Notice and Proxy Statement 3

Proxy Summary › Zero Harm Vision

Zero Harm Vision

Since bringing our Zero Harm to People and the Environment vison to life in 2017, Johnson Controls has demonstrated step change improvement in safety performance and has improved its Total Recordable Incident Rate (TRIR) by nearly 40%.

Within each Zero Harm pillar, “Safety”, “Health & Wellness” and “Environment”, corporate and business stakeholders collaborate to define and implement new initiatives to achieve our vision. This includes collaboration with leaders across business operations, environmental health and safety, human resources, and sustainability. The Board of Directors and the Governance and Sustainability Committee provide oversight over our Zero Harm Vision, with the Governance and Sustainability Committee receiving regular updates on Zero Harm initiatives and progress and the full Board regularly reviewing enterprise-wide health and safety data.

During fiscal year 2024, the company continued to deliver improvement in safety performance achieving a record low Total Recordable Incident Rate (per 200,000 workhours) of 0.34.

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Proxy Summary › Our Director Nominees

Our Director Nominees

Our Board has a diversity of experiences and backgrounds. Our Board believes that having a diverse mix of directors with a variety of skills, experience and backgrounds is essential to meeting its oversight responsibility.

2025 Notice and Proxy Statement 5

Proxy Summary › Our Director Nominees

We are asking you to vote FOR all the Director nominees listed below. All current Directors attended at least 75% of the Board and committee meetings on which he or she sits during fiscal year 2024. Detailed information regarding these individuals is set forth in this Proxy Summary and under Proposal Number One. The Governance and Sustainability Committee and the Board believe that the qualifications, skills, experience and attributes set forth in this Proxy Statement for all individuals nominated for election support the conclusion that these individuals are qualified to serve as Directors and collectively possess a variety of skills, professional experience, and diversity of backgrounds that align with our needs and allow our Board to effectively oversee our business. As previously disclosed, Simone Menne will retire from the Board at the 2025 Annual General Meeting.

Summary information on our Director nominees is set forth below.


Nominee	Age	Director Since	Principal Occupation	Independent	AC	CC	EC	GC
Timothy M. Archer	57	2024	President and Chief Executive Officer of Lam Research Corporation	✓		✓
Jean Blackwell	70	2018	Retired Executive Vice President & Chief Financial Officer of Cummins Inc.	✓			✓	Chair
Pierre Cohade	63	2018	Former Chief Executive Officer of Triangle Tyre Co. Ltd.	✓	✓
Patrick K. Decker	60	2024	Retired President and Chief Executive Officer of Xylem Inc.	✓		✓
W. Roy Dunbar	63	2017	Retired Chief Executive Officer and Chairman of Network Solutions	✓				✓
Gretchen R. Haggerty	69	2018	Retired Executive Vice President & Chief Financial Officer of United States Steel Corporation	✓	Chair		✓
Ayesha Khanna	51	2023	Co-Founder and Chief Executive Officer of Addo	✓				✓
Seetarama (Swamy) Kotagiri	56	2024	Chief Executive Officer of Magna International Inc.	✓	✓
George R. Oliver	64	2012	Chairman and Chief Executive Officer of Johnson Controls				Chair
Jürgen Tinggren(*)	66	2014	Retired Chief Executive Officer and Director of Schindler Group	✓			✓	✓
Mark Vergnano	66	2016	Retired Chief Executive Officer and Chairman of The Chemours Company	✓		Chair	✓
John D. Young	60	2017	Retired Chief Business Officer, Pfizer Inc.	✓		✓

	AC = Audit Committee			EC = Executive Committee
	CC = Compensation and Talent Development Committee			GC = Governance and Sustainability Committee

(*)

Independent Lead Director

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Proxy Summary › Corporate Governance Snapshot

Corporate Governance Snapshot

We are committed to maintaining robust governance practices and a strong ethical culture that benefit the long-term interests of our shareholders. We, with the oversight of our Board, regularly review, update and enhance our corporate governance practices and compliance and training programs, as appropriate, in light of shareholder interests, changes in applicable laws, regulations and stock exchange requirements, and the evolving needs of our business. Our corporate governance and compliance practices include:

	Director Independence & Board Leadership			• 11 of 12 Director nominees are independent • 3 fully independent Board committees • Strong, independent Lead Director with significant governance duties, including chairing regular executive sessions of independent Directors and hosting regular Board update calls • Independent Directors regularly meet in executive session
	Board and Committee Self Evaluations			• Annual Board and committee self-assessments • Lead Director and the Chair of the Governance and Sustainability Committee consult with each Director supplementing formal evaluations
	Tenure			• Balance of new and experienced Directors. 33% of Director nominees have tenures of less than 5 years and average tenure is ~6 yrs • Director retirement policy states that Directors may not stand for reelection after age 75 and does not permit waivers or exceptions
	Best Practices			• Absolute majority voting for Directors in uncontested elections • A comprehensive anti-hedging and anti-pledging policy is in place under our Insider Trading Policy • Clawback policy providing for the mandatory recoupment of incentive compensation for financial restatements, discretionary recoupment of incentive based and equity compensation for misconduct that has the potential to cause material reputational harm and discretionary recoupment of certain compensation from culpable individuals in certain circumstances • Maintain an equity award grant policy establishing standard, predetermined equity grant practices to avoid any actual or perceived market timing of equity awards
	Risk Oversight			• Risk oversight by the Board and its committees • Board and committee oversight of sustainability and other environmental, social and governance matters • Board and committee oversight of cybersecurity
	Share Ownership Requirements			• Robust executive share ownership requirements (6x of base salary for the CEO, 3x base salary for all other NEOs) • Robust Director share ownership requirements (5x of annual retainer)

Our Board adopted our Corporate Governance Guidelines, Code of Ethics, and charters for our Governance and Sustainability Committee, Audit Committee, Compensation and Talent Development Committee and Executive Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Corporate Governance Guidelines and our Code of Ethics in the “Corporate Governance” section of the “Investor Relations” page of our website.

2025 Notice and Proxy Statement 7

Proxy Summary › Non-Binding Advisory Vote on Executive Compensation

Non-Binding Advisory Vote on Executive Compensation

Proposal Number Five is our annual advisory vote on the Company’s executive compensation philosophy and program. Detailed information regarding these matters is included under the heading “Compensation Discussion & Analysis,” and we urge you to read it in its entirety. Our compensation philosophy and structure for executive officers remains dedicated to the concept of paying for performance and continues to be heavily weighted with performance-based awards.

	Pay-for-performance			• Set majority of compensation as variable and at-risk • Tie incentives to performance against financial, operational, strategic and individual goals • Use quantifiable and measurable performance metrics and goals that are clearly disclosed • Provide significant upside and downside potential for superior and low performance
	Target pay appropriately			• Conduct competitive market based total compensation benchmark analysis against similarly sized industrial companies for comparable positions
	Align interests with our stakeholders			• Design programs that discourage unnecessary or excessive risk-taking • Cap payout opportunities under the incentive plans • Require minimum vesting periods for equity awards • Reward long-term financial results that drive value creation through a balanced equity mix • Operate meaningful share ownership guidelines • Maintain a pay recoupment (i.e., clawback) policy that exceeds regulatory requirements • Maintain an equity award grant policy establishing standard, predetermined equity grant practices • Prohibit insider trading, hedging and pledging of Company stock • Engage with shareholders on executive compensation matters • Engage an independent compensation consultant to provide analysis and advice • Conduct an annual say-on-pay vote
	Avoid poor governance practices			• No tax gross-ups on any change-in-control benefits • No single-trigger accelerated vesting on a change-in-control (double-trigger provisions) • No discounting, reloading or re-pricing of share options without shareholder approval • No guaranteed compensation or guaranteed increases • No excessive perquisites • No employment agreements with executive officers, except where legally required, in which case they follow market norms • No dividends paid on unvested restricted share units or performance share units until such awards vest

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