Agenda Items › Proposal Number Two
PROPOSAL NUMBER TWO
APPOINTMENT OF AUDITORS AND AUTHORITY TO SET REMUNERATION
PricewaterhouseCoopers LLP (“PwC”) served as our independent auditors for the fiscal year ended September 30, 2023. The Audit Committee has selected and appointed PwC to audit our financial statements for the fiscal year ending September 30, 2024. The Board, upon the recommendation of the Audit Committee, is asking our shareholders to ratify the appointment of PwC as our independent auditors for the fiscal year ending September 30, 2024 and to authorize the Audit Committee of the Board of Directors to set the independent auditors’ remuneration. Although approval is not required by our Memorandum and Articles of Association or otherwise, the Board is submitting the selection of PwC to our shareholders for ratification because we value our shareholders’ views on the Company’s independent auditors. If the appointment of PwC is not approved by shareholders, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the appointment is approved, the Audit Committee, in its discretion, may select a different independent auditor at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.
How We Select Our Auditor. The Audit Committee considers many factors when appointing our independent auditor, including the reasonableness of audit fees, cultural fit and business acumen, the potential for disruption in our business due to the loss of cumulative institutional knowledge possessed by our current auditor, and the quality of the independent audit firm and overall audit process. In connection with the mandated rotation of PwC’s lead engagement partner, the Audit Committee is directly involved in the selection of PwC’s new lead engagement partner. The members of the Audit Committee and the Board believe that the continued retention of PwC to serve as our independent auditor is in our and our shareholders’ best interests.
Representatives of PwC will attend the Annual General Meeting and will have an opportunity to make a statement if they wish. They will also be available to answer questions at the meeting.
For independent auditor fee information, information on our pre-approval policy of audit and non-audit services, and the Audit Committee Report, please see below.
The ratification of the appointment of the independent auditors and the authorization for the Audit Committee to set the remuneration for the independent auditors requires the affirmative vote of a majority of the votes properly cast by the holders of ordinary shares represented at the Annual General Meeting in person or by proxy.
The Audit Committee and the Board unanimously recommend a vote FOR these proposals.
Audit and Non-Audit Fees
Aggregate fees for professional services rendered to the Company by its independent auditors as of and for the two most recent fiscal years are set forth below. The aggregate fees include fees billed or reasonably expected to be billed for the applicable fiscal year. Fees for fiscal year 2023 include fees billed or reasonably expected to be billed by PwC. All Audit, Audit-Related, Tax and All Other services described below were pre-approved by the Audit Committee.
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Fiscal Year 2023 |
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Fiscal Year 2022 |
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(in millions) |
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(in millions) |
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| Audit Fees |
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$ |
23.1 |
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$ |
22.0 |
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| Audit-Related Fees |
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0.0 |
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2.3 |
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| Tax Fees |
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|
2.6 |
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2.2 |
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| All Other Fees |
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0.0 |
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0.1 |
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| Total |
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$ |
25.7 |
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$ |
26.6 |
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Audit Fees for the fiscal year ended September 30, 2023 were for professional services rendered by PwC and include fees for services performed to comply with auditing standards of the Public Company Accounting Oversight Board (“PCAOB”) (United States), including the annual audit of our consolidated financial statements including reviews of the interim financial statements contained in Johnson Controls’ Quarterly Reports on Form 10-Q, issuance of consents and the audit of our internal control over financial reporting. This category also includes fees for audits provided in connection with statutory filings or services that generally only the principal auditor reasonably can provide to a client, such as assistance with and review of documents filed with the U.S. Securities and Exchange Commission (“SEC”).
2024 Notice and Proxy Statement 15
Agenda Items › Proposal Number Two
Audit-Related Fees for the fiscal year ended September 30, 2023 were for services rendered by PwC and include fees associated with assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. This category includes fees related to assistance in financial due diligence related to mergers, acquisitions and divestitures, carve-outs associated with divestitures and spin-off transactions, consultations concerning financial accounting and reporting standards and regulatory requirements, issuance of comfort letters associated with debt offerings, pre-implementation reviews of certain information technology systems, audits of pension and other employee benefit plans and audit services not required by statute or regulation.
Tax Fees for the fiscal year ended September 30, 2023 were for services rendered by PwC and primarily include fees associated with tax audits, tax compliance, tax consulting, transfer pricing and tax planning. This category also includes tax planning on mergers and acquisitions and restructurings, as well as other services related to tax disclosure and filing requirements.
All Other Fees for the fiscal year ended September 30, 2023 were for services rendered by PwC and primarily include fees associated with training seminars related to accounting, finance and tax matters, technology tools related to accounting and reporting research, and other permissible advisory services.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
The Audit Committee has a pre-approval policy that provides guidelines for the audit, audit-related, tax and other permissible non-audit services that may be provided by the independent auditors. The policy identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the auditors’ independence is not impaired. The policy provides that the Corporate Controller will support the Audit Committee by providing a list of proposed services to the Committee, monitoring the services and fees pre-approved by the Committee, providing periodic reports to the Audit Committee with respect to pre-approved services and ensuring compliance with the policy.
Under the policy, the Audit Committee annually pre-approves the audit fee and terms of the engagement, as set forth in the engagement letter. This approval includes approval of a specified list of audit, audit-related and tax services. Any service not included in the specified list of services must be submitted to the Audit Committee for pre-approval. No service may extend for more than 12 months, unless the Audit Committee specifically provides for a different period. The independent auditor may not begin work on any engagement without confirmation of Audit Committee pre-approval from the Chief Accounting Officer or his or her delegate.
In accordance with the policy, the chair of the Audit Committee has been delegated the authority by the Committee to pre-approve the engagement of the independent auditors for a specific service when the entire Committee is unable to do so. All such pre-approvals must be reported to the Audit Committee at the next Committee meeting.
Audit Committee Report
The Audit Committee of the Board is composed of four Directors, each of whom the Board has determined meets the independence and experience requirements of the New York Stock Exchange (“NYSE”) and the SEC. The Audit Committee operates under a charter approved by the Board, which is posted on our website. As more fully described in its charter, the Audit Committee oversees Johnson Controls’ financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process. Management assures that the Company develops and maintains adequate financial controls and procedures, and monitors compliance with these processes. Johnson Controls’ independent auditors are responsible for performing an audit in accordance with auditing standards generally accepted in the United States to obtain reasonable assurance that Johnson Controls’ consolidated financial statements are free from material misstatement and expressing an opinion on the conformity of the financial statements with accounting principles generally accepted in the United States. The internal auditors are responsible to the Audit Committee and the Board for testing the integrity of the financial accounting and reporting control systems and such other matters as the Audit Committee and Board determine.
In this context, the Audit Committee has reviewed the U.S. GAAP consolidated financial statements for the fiscal year ended September 30, 2023, and has met and held discussions with management, the internal auditors and the independent auditors concerning these financial statements, as well as the report of management and the report of the independent registered public accounting firm regarding the Company’s internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act. Management represented to the Committee that Johnson Controls’ U.S. GAAP consolidated financial statements were prepared in accordance with U.S. GAAP. In addition, the Committee has discussed with the independent
16 Johnson Controls International plc
Agenda Items › Proposal Number Three
PROPOSAL NUMBER THREE
AUTHORIZATION TO MAKE MARKET PURCHASES OF COMPANY SHARES
We have historically used open-market share purchases as a means of returning cash to shareholders and managing the size of our base of outstanding shares. These are longstanding objectives that management believes are important to continue.
Under Irish law, neither the Company nor any subsidiary of the Company may make market purchases or overseas market purchases of the Company’s shares without shareholder approval. Accordingly, shareholders are being asked to authorize the Company, or any of its subsidiaries, to make market purchases and overseas market purchases of up to 10% of the Company’s issued shares. This authorization expires after eighteen months unless renewed; accordingly, we expect to propose renewal of this authorization at subsequent Annual General Meetings.
Such purchases would be made only at price levels which the Directors considered to be in the best interests of the shareholders generally, after taking into account the Company’s overall financial position. The Company currently expects to effect repurchases under our existing share repurchase authorization as redemptions pursuant to Article 3(d) of our Articles of Association. Whether or not this proposed resolution is passed, the Company will retain its ability to effect repurchases as redemptions pursuant to its Articles of Association, although subsidiaries of the Company will not be able to make market purchases or overseas market purchases of the Company’s shares unless the resolution is adopted.
In order for the Company or any of its subsidiaries to make overseas market purchases of the Company’s ordinary shares, such shares must be purchased on a market recognized for the purposes of the Companies Act 2014. The NYSE, on which the Company’s ordinary shares are listed, is specified as a recognized stock exchange for this purpose by Irish law. The general authority, if approved by our shareholders, will become effective from the date of passing of the authorizing resolution.
Ordinary Resolution
The text of the resolution in respect of Proposal 3 (which is proposed as an ordinary resolution) is as follows:
RESOLVED, that the Company and any subsidiary of the Company is hereby generally authorized to make market purchases and overseas market purchases of ordinary shares in the Company (“shares”) on such terms and conditions and in such manner as the Board of Directors of the Company may determine from time to time but subject to the provisions of the Companies Act 2014 and to the following provisions:
(a) The maximum number of shares authorized to be acquired by the Company and/or any subsidiary of the Company pursuant to this resolution shall not exceed, in the aggregate, 71,000,000 ordinary shares of US $0.01 each (which represents slightly less than 10% of the Company’s issued ordinary shares).
(b) The maximum price to be paid for any ordinary share shall be an amount equal to 110% of the closing price on the New York Stock Exchange for the ordinary shares on the trading day preceding the day on which the relevant share is purchased by the Company or the relevant subsidiary of the Company, and the minimum price to be paid for any ordinary share shall be the nominal value of such share.
(c) This general authority will be effective from the date of passing of this resolution and will expire on the earlier of the date of the Annual General Meeting in 2025 or eighteen months from the date of the passing of this resolution, unless previously varied, revoked or renewed by ordinary resolution in accordance with the provisions of section 1074 of the Companies Act 2014. The Company or any such subsidiary may, before such expiry, enter into a contract for the purchase of shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired.
The authorization for the Company and/or any of its subsidiaries to make market purchases and overseas market purchases of Company shares requires the affirmative vote of a majority of the votes properly cast (in person or by proxy) at the Annual General Meeting.
The Board unanimously recommends that shareholders vote FOR this proposal.
18 Johnson Controls International plc
Agenda Items › Proposal Number Four
PROPOSAL NUMBER FOUR
DETERMINE THE PRICE RANGE AT WHICH THE COMPANY CAN RE-ALLOT TREASURY SHARES
Our historical open-market share repurchases and other share buyback activities result in ordinary shares being acquired and held by the Company as treasury shares. We may re-allot treasury shares that we acquire through our various share buyback activities in connection with our executive compensation program and our other compensation programs.
Under Irish law, our shareholders must authorize the price range at which we may re-allot any shares held in treasury (including by way of re-allotment off-market). In this proposal, that price range is expressed as a minimum and maximum percentage of the prevailing market price (as defined below). Under Irish law, this authorization expires after eighteen months unless renewed; accordingly, we expect to propose the renewal of this authorization at subsequent Annual General Meetings.
The authority being sought from shareholders provides that the minimum and maximum prices at which an ordinary share held in treasury may be re-allotted are 95% and 120%, respectively, of the average closing price per ordinary share of the Company, as reported by the NYSE, for the thirty (30) trading days immediately preceding the proposed date of re-allotment, save that the minimum price for a re-allotment to satisfy an obligation under an employee share plan is the par value of a share. Any re-allotment of treasury shares will be at price levels that the Board considers in the best interests of our shareholders.
Special Resolution
The text of the resolution in respect of Proposal 4 (which is proposed as a special resolution) is as follows:
RESOLVED, that the re-allotment price range at which any treasury shares held by the Company may be re-allotted shall be as follows:
(a) the maximum price at which such treasury share may be re-allotted shall be an amount equal to 120% of the “market price,” and
(b) the minimum price at which a treasury share may be re-allotted shall be the nominal value of the share where such a share is required to satisfy an obligation under an employee share plan operated by the Company or, in all other cases, an amount equal to 95% of the “market price,” and
(c) for the purposes of this resolution, the “market price” shall mean the average closing price per ordinary share of the Company, as reported by the New York Stock Exchange, for the thirty (30) trading days immediately preceding the proposed date of re-allotment.
FURTHER RESOLVED, that this authority to re-allot treasury shares shall expire on the earlier of the date of the Annual General Meeting of the Company held in 2025 or eighteen months after the date of the passing of this resolution unless previously varied or renewed in accordance with the provisions of section 109 and/or 1078 (as applicable) of the Companies Act 2014 (and/or any corresponding provision of any amended or replacement legislation) and is without prejudice or limitation to any other authority of the Company to re-allot treasury shares on-market.
The authorization of the price range at which the Company may re-allot any shares held in treasury requires the affirmative vote of at least 75% of the votes properly cast (in person or by proxy) at the Annual General Meeting.
The Board unanimously recommends that shareholders vote FOR this proposal.
2024 Notice and Proxy Statement 19
Agenda Items › Proposal Number Six
PROPOSAL NUMBER SIX
AUTHORIZATION FOR DIRECTORS TO ALLOT COMPANY SHARES
Under Irish law, directors of an Irish public limited company must have authority from its shareholders to issue any shares, including shares which are part of the company’s authorized but unissued share capital. The Company’s current authorization, approved by shareholders at our 2023 Annual General Meeting, will expire on March 13, 2024 — the date of the 2024 Annual General Meeting. We are presenting this proposal to renew the Board’s authority to issue authorized but unissued shares on the terms set forth below. If this proposal is not passed, the Company will have a limited ability to issue new ordinary shares.
We understand it is customary practice for Irish companies listed in the U.S. to seek shareholder authority to issue shares up to an aggregate nominal value of 20% of the company’s issued share capital and for such authority to be renewed each year. Therefore, in accordance with customary practice in Ireland and the rules and standards applicable to companies listed in the U.S., we are seeking approval to issue up to a maximum of 20% of our issued ordinary share capital for a period expiring on the earlier of the date of the Company’s Annual General Meeting in 2025 or September 13, 2025, unless otherwise renewed, varied or revoked. We expect to propose renewal of this authorization at subsequent Annual General Meetings.
Granting the Board this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish market practice. This authority is fundamental to our business and enables us to issue shares, including, if applicable, in connection with funding acquisitions and raising capital. We are not asking you to approve an increase in our authorized share capital or to approve a specific issuance of shares. Instead, approval of this proposal will only grant the Board the authority to issue shares that are already authorized under our Articles of Association upon the terms below. In addition, because we are a NYSE-listed company, our shareholders continue to benefit from the protections afforded to them under the rules and regulations of the NYSE and SEC, including those rules that limit our ability to issue shares in specified circumstances. This authorization is required as a matter of Irish law and is not otherwise required for other companies listed on the NYSE with whom we compete. Accordingly, approval of this resolution would merely place us on par with other NYSE-listed companies.
Ordinary Resolution
The text of the resolution in respect of Proposal 6 (which is proposed as an ordinary resolution) is as follows:
“RESOLVED that the directors be and are hereby generally and unconditionally authorized to exercise all powers to allot and issue relevant securities (within the meaning of section 1021 of the Companies Act 2014) up to an aggregate nominal value of US $1,423,000 (being equivalent to approximately 20% of the aggregate nominal value of the issued share capital of the Company as at the last practicable date prior to the issue of the notice of this meeting) and the authority conferred by this resolution shall expire on the earlier of the date of the Company’s Annual General Meeting in 2025 or September 13, 2025, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.”
As required under Irish law, the resolution in respect of this proposal is an ordinary resolution that requires the affirmative vote of a majority of the votes properly cast (in person or by proxy) at the Annual General Meeting.
The Board unanimously recommends that shareholders vote FOR this proposal.
2024 Notice and Proxy Statement 21
Agenda Items › Proposal Number Seven
PROPOSAL NUMBER SEVEN
WAIVER OF STATUTORY PRE-EMPTION RIGHTS
Under Irish law, unless otherwise authorized, when an Irish public limited company issues shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing shareholders of the company on a pro-rata basis (commonly referred to as the pre-emption right). Our current authorization, approved by shareholders at our 2023 Annual General Meeting, will expire on March 13, 2024 — the date of the 2024 Annual General Meeting. We are therefore proposing to renew the Board’s authority to opt-out of the pre-emption right on the terms set forth below.
We understand it is customary practice for Irish companies listed in the U.S. to seek shareholder authority to opt-out of the pre-emption rights provision in the event of the issuance of shares for cash, if the issuance is limited to up to 20% of a company’s issued ordinary share capital. It is also customary practice for such authority to be renewed on an annual basis. Therefore, in accordance with customary practice in Ireland and the rules and standards applicable to companies listed in the U.S., we are seeking this authority, pursuant to a special resolution, to authorize the directors to issue shares for cash up to a maximum of approximately 20% of the Company’s issued share capital without applying statutory pre-emption rights for a period expiring on the earlier of the Annual General Meeting in 2025 or September 13, 2025, unless otherwise varied, renewed or revoked. We expect to propose renewal of this authorization at subsequent Annual General Meetings.
Granting the Board this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish customary practice. Similar to the authorization sought for Proposal 6, this authority is fundamental to our business and, if applicable, will facilitate our ability to fund acquisitions and otherwise raise capital. We are not asking you to approve an increase in our authorized share capital. Instead, approval of this proposal will only grant the Board the authority to issue shares in the manner already permitted under our Articles of Association upon the terms below. Without this authorization, in each case where we issue shares for cash, we would first have to offer those shares on the same or more favorable terms to all of our existing shareholders. This requirement could cause delays in the completion of acquisitions and capital raising for our business. This authorization is required as a matter of Irish law and is not otherwise required for other companies listed on the NYSE with whom we compete. Renewal of the authorization as described above is fully consistent with NYSE rules and listing standards and with U.S. capital markets practice and governance standards. Accordingly, approval of this resolution would merely place us closer to par with other NYSE-listed companies.
Special Resolution
The text of the resolution in respect of Proposal 7 (which is proposed as a special resolution) is as follows:
“RESOLVED that the directors be and are hereby empowered pursuant to section 1023 of the Companies Act 2014 to allot equity securities (as defined in section 1023 of that Act) for cash, pursuant to the authority conferred by proposal 7 of the notice of this meeting as if sub-section (1) of section 1022 of that Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities up to an aggregate nominal value of US $1,423,000 (being equivalent to approximately 20% of the aggregate nominal value of the issued share capital of the Company as at the last practicable date prior to the issue of the notice of this meeting) and the authority conferred by this resolution shall expire on the earlier of the Company’s Annual General Meeting in 2025 or September 13, 2025, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.”
As required under Irish law, the resolution in respect of Proposal 7 is a special resolution that requires the affirmative vote of at least 75% of the votes cast. In addition, under Irish law, the Board may only be authorized to opt-out of pre-emption rights if it is authorized to issue shares, which authority is being sought in Proposal 6.
The Board unanimously recommends that shareholders vote FOR this proposal.
22 Johnson Controls International plc
Governance of the Company › Board Leadership
environment and risk management practices in setting agendas and leading the Board’s discussions. Combining the roles also provides a clear leadership structure for the management team and serves as a vital link between management and the Board.
Mr. Oliver’s extensive leadership experience and understanding of the history, strategy and progression of the Company, first as CEO of Tyco beginning in 2012 and then as CEO of the Company since 2017, provides a deep, unique perspective that enables him to ensure that the Board’s agendas, presentations and discussions are thorough and thoughtfully constructed based on the key issues and risks impacting the Company. This allows Mr. Oliver to drive strategy and agenda setting at the Board level, while maintaining responsibility for executing on that strategy as CEO. At the same time, our lead director, Jürgen Tinggren, works with Mr. Oliver to set the agenda for the Board while also exercising additional oversight on behalf of the independent Directors. This allows the Board to more effectively perform its oversight role with the benefit of management’s perspective on our business strategy and all other aspects of the business. Our Board periodically reviews its determination to have a single individual act both as Chairman and CEO.
The Role of the Lead Director. The Lead Director, currently Mr. Tinggren, acts as an intermediary between the Board and senior management. Among other things, the Lead Director’s duties include:
Mr. Tinggren joined our Board in 2014. During his tenure as a Board member, Mr. Tinggren has established strong and effective working relationships with his fellow Directors and garnered their trust and respect. Furthermore, he has demonstrated strong leadership skills, independent thinking and a deep understanding of our business. Mr. Tinggren’ s deep understanding of building services, industrial products and installation and service businesses are valuable in helping the Board exercise its risk oversight function as the Company seeks to be a smart buildings solutions leader. Mr. Tinggren is highly engaged and is routinely in direct contact with the CEO and members of senior management. Mr. Tinggren collaborates with Mr. Oliver and the other Directors on Board governance and Director succession, providing feedback on the functioning of the Board and identification and recruitment of new Director candidates. Mr. Tinggren’s level of engagement allows him to have a significant impact on the operation of the Board, as well as the Company’s strategic and operational initiatives.
Together with the Chairman and CEO, the Lead Director hosts Board update calls on a monthly basis in the periods between Board meetings to keep the Directors current on important developments in the business as well as the status of key strategic and operational initiatives. These update calls provide Directors with the opportunity to stay current on matters impacting the Company, which facilitates more efficient and robust discussions at the regularly scheduled Board meetings.
Board Oversight of Strategy
One of the Board’s primary responsibilities is overseeing management’s establishment and execution of the Company’s strategy and the associated risks. The full Board oversees strategy and strategic risk through robust and constructive engagement with management, taking into consideration our key priorities, global trends impacting our business, regulatory developments and disruptors to our businesses. The Board’s oversight of our strategy primarily occurs through deep-dive annual reviews of the Company’s long-term strategic plans. During these reviews, management provides the Board with its view of the key commercial and strategic risks and opportunities faced by the Company; and the Board provides management with feedback on whether management has identified the key risks and opportunities and is taking appropriate responsive actions. In addition to an annual deep-dive strategic review, because the Company’s strategic initiatives are subject to rapidly evolving business dynamics, the Board regularly receives updates on key strategic initiatives throughout the year to ensure progress is being made against goals, understand where adjustments or refinements to strategy may be appropriate and stay current on issues impacting the business.
The Board’s oversight of strategy was prominent throughout the year as the Company continued its journey to become a smart building solutions leader. At every regularly scheduled Board meeting, the Board received updates from management on how the Company was developing and executing its strategy to build and expand its digital capabilities to deliver new and differentiated services including outcome-based solutions that address customers’ needs to improve energy efficiency and reduce greenhouse gas emissions. These discussions were supplemented by a deep dive review into the transformation of the Company’s global field operations business to drive services throughout the building lifecycle, increase customer connectivity and transform the role of the field technician. The Board also engaged with management on how the Company is developing
26 Johnson Controls International plc
Governance of the Company › Board Oversight of Strategy
its sustainable products and services strategy, with in depth discussions on the decarbonization and sustainability landscape, customer dynamics and insights, the Company’s path to HVAC refrigerant transition, and how the Company is developing product and service capabilities to lead in sustainability.
The Board engaged with management on key risks to the Company’s strategy. This included focused discussions on geopolitical, supply chain and manufacturing risks. The Board engaged with management on a range of topics, including the intersection of supply chain market dynamics, the company’s manufacturing operations and geopolitical risks impacting the Company. This enabled the Board to understand both the individual and connected nature of these risks, ongoing mitigation measures and how the Company is reshaping its manufacturing and supply chain strategies to address current risks and prepare for the future.
During fiscal year 2023, the Board augmented its ability to provide oversight over our strategy and risk by engaging outside experts to provide a dedicated education session on sustainability. During the session, the Board engaged in interactive discussion with experts on key sustainability concepts and trends, current and anticipated areas of focus for investors and stakeholders and how the Board can operate effectively to oversee sustainability-related risks, opportunities and impacts.
The Board applied the knowledge gained from these sessions to provide advice and oversight to management as the Company worked to refine and execute its strategy in fiscal year 2023 and into fiscal year 2024. The oversight provided by the Board was carried over into its committees, with the Compensation and Talent Development Committee monitoring the Company’s efforts to build a diverse workforce that is digitally capable, solutions oriented and focused on continuous learning and growth, and the Governance and Sustainability Committee monitoring the cybersecurity risks associated with the Company’s digital strategy as well as the risks and opportunities presented by trends favoring sustainability and decarbonization.
Johnson Controls has a clear vision and growth agenda. The visions and values described above are designed to achieve our mission of helping our customers win everywhere, every day through a relentless focus on customer needs, developing and deploying leading products and technology, distributing our products and services through accessible channels, and attracting and retaining top talent. Johnson Controls plans to achieve these objectives through:
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Creating Growth Platforms: Growing our business through innovation, digital services, and partnerships to drive customer outcomes and deliver enhanced value. |
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Driving Operational improvements: Getting better at what we do and how we do it to drive productivity, quality, efficiency, and excellence. |
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Sustaining a High-Performance Culture: Building a safe, inclusive, sustainable and heathy organization that develops new skills, recognizes success and rewards excellence. |
For additional information on our strategy, see “Business Strategy” in Item 1 of our Annual Report on Form 10-K filed with the SEC on December 14, 2023.
Board Oversight of Talent and Succession Planning
Our Board oversees management succession planning and talent development. The Compensation and Talent Development Committee regularly reviews the CEO succession plan and the succession plans for key positions at the senior executive level across the Company. The CEO and CHRO regularly review with the Compensation and Talent Development Committee the assessment and the development of a diverse pipeline of senior leaders who are potential successors for these roles. In addition, the full Board discusses succession and/or talent management at each of its regularly scheduled meetings. These discussions are led by the CEO and Chief Human Resources Officer, with periodic assistance from other senior leaders within the Company and firms with talent assessment expertise. These discussions include critical leadership competencies, talent assessment, short and long-term development and readiness of executives, the pool of external talent, and diversity. The Board also evaluates succession and development plans in the context of our overall business strategy and culture. Potential leaders are visible to Board members through formal presentations and informal events to allow Directors to personally engage with current and future leaders. In fiscal year 2023, Board members were actively involved in the search and appointment of the Company’s Vice President and President, Building Solutions North America. Board members were involved in reviewing the talent pipeline of candidates and interviewing the finalist candidates prior to approving management’s recommended candidate.
The Compensation and Talent Development Committee is charged with reviewing the talent development and succession plans for the CEO and other senior leadership positions, our human capital management practices, policies, strategies and
2024 Notice and Proxy Statement 27
Governance of the Company › Oversight of Cybersecurity
the highest risk areas and key mitigation strategies. Topics covered in fiscal year 2023 included: internal and external cybersecurity updates, cybersecurity ratings, passwordless authentication, cybersecurity insurance and operational technology security.
Our policies, standards, and procedures apply to all users to ensure the workforce is aware of threats and the importance of information security and cybersecurity. The cybersecurity policies and standards were created using elements of recognized standards such as ISO 27001 and the NIST Cybersecurity Framework for the overall enterprise and ISA/IEC 62443 for automation and control system products. We leverage multiple channels to promote cybersecurity topics, deliver targeted initial and refresher training for all users, and conduct an annual mandatory global information security training campaign with certification, which is translated into 20 languages. These elements are designed to maintain a risk aware culture.
Our vulnerability management program conducts assessments with specified frequencies for specific asset types to validate system health against known threats. We also engage with third parties to perform security assessments of our technology environments, including an annual penetration test. We leverage multiple tools, which are routinely updated with new signatures, to continually respond to evolving threats identified as part of our threat detection capability. Events with cyber security impacts are routed to the IT and Product Security Incident Response function for triage, investigation, and if necessary, mitigation. We also maintain a cybersecurity insurance policy.
We have experienced, and expect to continue to experience, cyber threats and incidents; and the Governance and Sustainability Committee receives quarterly reports on any notable incidents that may have occurred during the quarter, as well as updates on cybersecurity events impacting the marketplace (whether or not the Company is impacted). In September 2023, the Company experienced a cybersecurity incident impacting a portion of its internal information technology systems. Promptly following the detection of the event, the Board was notified and briefed by management. The Board was frequently engaged with management throughout the response, remediation and aftermath of the incident, receiving multiple updates from management while providing oversight on a number of topics, including incident response and investigation, remediation, public disclosure, risk management, regulatory requirements, internal controls and overall impacts to the Company. The Board has continued to exercise its oversight to understand the lessons learned from the incident and ensure that they are applied by management.
Oversight of Political Spending
We participate in the public policy process in various ways including corporate government affairs activities designed to educate policymakers on key issues related to our business, political giving through the Johnson Controls Political Action Committee (“PAC”), and limited direct corporate political contributions. To promote transparency, we make this information publicly available on our website and through various government filings, as required by law.
Our PAC is governed by a steering committee, which is chaired by our Executive Vice President & General Counsel and made up of business and functional leaders across the Company. The steering committee provides operational oversight and direction of PAC activities. The steering committee also reviews candidate recommendations and uses the PAC’s selection criteria to determine who will receive financial support.
Our lobbying and political activities are overseen by our Chief Sustainability & External Relations Officer, who works closely with our legal department to ensure compliance with our political engagement policy. Our Executive Vice President & General Counsel, Chief Sustainability & External Relations Officer, and Chief Compliance Officer meet together regularly with the Chief Executive Officer and the senior leadership team to review legislative, regulatory and political developments.
The Governance and Sustainability Committee provides primary board-level oversight in reviewing our corporate political activity and public policy efforts. Our Chief Sustainability & External Relations Officer reports to the Governance and Sustainability Committee on our governmental outreach, PAC and other political activities on a regular basis and the full Board is briefed on government relations matters at least annually.
Director Orientation
All new Directors participate in our director orientation program during his or her first few months on our Board. New Directors receive an extensive suite of onboarding materials covering Director responsibilities, corporate governance practices and policies, business strategies, leadership structure, and long-term plans. They then participate in a series of meetings with management representatives from our business and functional areas to review and discuss information about the Company’s strategic plans, financial statements, and key issues, policies, and practices. Based on feedback from our Directors, we believe this onboarding approach provides new Directors with a strong foundation for understanding our businesses, connects Directors with members of management with whom they will interact, and accelerates their effectiveness to engage fully in Board deliberations. During fiscal year 2023, Dr. Ayesha Khanna participated in our director orientation program, meeting
30 Johnson Controls International plc
Governance of the Company › Director Orientation
on-site with management representatives and subject matter experts to understand our business, strategy and risks. These meetings were supplemented with additional meetings with members of management during the year.
Director Education
Our Board believes that Director education is key to the ability of Directors to fulfill their roles and supports Board members in their continuous learning. Directors may enroll in continuing education programs at our expense on corporate governance and critical issues associated with a Director’s service. The Corporate Secretary, in collaboration with the Governance and Sustainability Committee, advises Directors of opportunities for Director education in areas important to the Company and the overall functioning of the Board. Our Board also hears regularly from management on numerous subjects, including investor relations, human capital management, sustainability, technology, regulatory developments, data privacy, and cybersecurity. In addition, the Board periodically participates in site visits to our facilities.
For example, in fiscal year 2023, our Board participated in a site visit to our OpenBlue Innovation Center located at our headquarters in Cork, Ireland. During the site visit, the Board received a deep dive review of the Company’s OpenBlue platform. During this visit, the directors received an in-depth review of the platform, together with technology demonstrations showcasing the capabilities and value proposition of OpenBlue. The Board also engaged directly with a customer and a technician, providing an understanding of how customers view and have adopted OpenBlue and how the capabilities enabled by OpenBlue are enhancing and transforming the role of the technician.
During fiscal year 2023, the Board engaged outside experts to provide a dedicated education session on sustainability matters. During the session, the Board engaged in an interactive discussion with experts on key sustainability concepts and trends, current and anticipated areas of focus for investors and stakeholders and how the Board can operate effectively to oversee sustainability-related risks and opportunities.
Shareholder Engagement
In fiscal year 2023, we continued our focus on regularly engaging with our shareholders. We reached out to holders of over 60% of our outstanding shares. Meetings were requested by four shareholders, representing approximately 11% of the Company’s outstanding shares. During these meetings, we discussed many topics including director evaluation and succession, our executive compensation program, board governance structure, PFAS oversight and our sustainability strategy. Investors provided valuable comments and perspectives on the Company’s governance, risk and compensation practices and were generally supportive of the Company’s approach in these areas. Investors also expressed their approval of the Company’s corporate responsibility and sustainability efforts. In addition, several shareholders declined or cancelled meetings noting that engagement was unnecessary due to no significant concerns with our governance and compensation practices. This outreach and the corresponding discussions provide our Board with valuable insights into our shareholders’ views. We plan to continue to actively engage with our shareholders on a regular basis to better understand and consider their views.
Board Committees
To conduct its business the Board maintains three standing committees: Audit, Compensation and Talent Development, and Governance and Sustainability; and each of these NYSE-required committees are entirely composed of independent Directors. The Board also maintains an Executive Committee comprised of the Chairman, Lead Director and each committee chair that meets to review matters as delegated to it by the Board. All committees report on their activities to the full Board.
The Lead Director may also convene “special committees” to review discrete matters that require the consideration of a Board committee, but do not fit within the mandate of any of the standing committees. Special committees report their activities to the full Board.
To ensure effective discussion and decision making while at the same time having a sufficient number of independent Directors for its three standing committees, the Board is normally constituted of between ten and thirteen Directors. The minimum and maximum number of Directors is set forth in our Articles of Association.
The Governance and Sustainability Committee reviews the Board’s governance guidelines annually and recommends appropriate changes to the full Board.
2024 Notice and Proxy Statement 31
Governance of the Company › Board Meetings
Board Meetings
The Board meets at least four times annually and additional meetings may be called in accordance with our Articles of Association. The Board may also meet more frequently where warranted by business circumstances or other matters impacting the Company. Frequent board meetings are critical not only for timely decisions, but also for Directors to be well informed about Johnson Controls’ operations and issues. One of these meetings will be scheduled in conjunction with the Annual General Meeting of Shareholders and Board members are required to be in attendance at such meeting either in person or virtually. The Lead Director and the Chairman of the Board are responsible for setting meeting agendas with input from the other Directors.
Committee meetings are normally held in conjunction with Board meetings. Major committee decisions are reviewed and approved by the Board. The Board Chair and committee chairs are responsible for conducting meetings and informal consultations in a fashion that encourages informed, meaningful and probing deliberations. Presentations at Board meetings are concise and focused, and they include adequate time for discussion and decision-making. An executive session of independent Directors, chaired by the Lead Director, is held at least annually, and in practice occurs at least once during most Board meetings. Mr. Tinggren ensures that the executive sessions are highly interactive and include robust discussions on the Company’s strategic and operational initiatives and related risks. They also include in-depth discussions on matters such as executive performance and succession planning. These discussions are key to informing the Board’s oversight role and appropriately challenging management.
Directors receive the agenda and materials for regularly scheduled meetings in advance. Best efforts are made to make materials available as soon as one week in advance, but no later than three days in advance. When practical, the same applies to special meetings of the Board. Directors may ask for additional information from, or meetings with, senior managers at any time.
Strategic planning and succession planning sessions are held at least annually at a regular Board meeting, but such sessions often occur more frequently. Succession planning meetings focus on the development and succession of not only the CEO but also the Company’s other senior executives.
The Board’s intent is for Directors to attend all regularly scheduled Board and committee meetings. Directors are expected to use their best efforts to attend regularly scheduled Board and committee meetings in person. All independent Board members are welcome to attend any committee meeting.
Formal Board meetings are supplemented by informal Board update calls hosted by the CEO and Lead Director. These calls are held on at least a monthly basis in the periods between Board meetings to keep the Directors current on important developments in the business as well as the status of key strategic and operational initiatives. These update calls provide Directors with the opportunity to stay current on matters impacting the Company, which facilitates more efficient and robust discussions at the regularly scheduled Board meetings.
The Board also makes periodic visits to our facilities to learn more about our products and customers. For example, in fiscal year 2023 our Board participated in a site visit to our OpenBlue Innovation Center in Cork, Ireland.
Board and Committee Calendars
A calendar of agenda items for the regularly scheduled Board meetings and all regularly scheduled committee meetings is prepared annually by the Chair of the Board in consultation with the Lead Director, committee chairs, and other Directors.
Board Communication
Management speaks on behalf of Johnson Controls and the Board normally communicates through management with outside parties including shareholders, business journalists, analysts, rating agencies and government regulators. In certain circumstances Directors may also meet with shareholders to discuss specific governance topics. The Board has established a process for interested parties to communicate with members of the Board, including the Lead Director. If you have any concern, question or complaint regarding our compliance with any policy or law, or would otherwise like to contact the Board, you can reach the Johnson Controls Board of Directors via email at jciboard@jci.com. Depending upon the nature of the communication and to whom it is directed, the Corporate Secretary will: (a) forward the communication to the appropriate Director or Directors; (b) forward the communication to the relevant department within the Company; or (c) attempt to handle the matter directly (for example, a communication dealing with a share ownership matter). Shareholders, customers, vendors, suppliers and employees can also raise concerns at www.johnsoncontrolsintegrityhelpline.com. Inquiries can be submitted anonymously and confidentially.
32 Johnson Controls International plc
Governance of the Company › Director Service
Director Service
Directors are elected by an affirmative vote of a majority of the votes cast (in person or by proxy) by shareholders at the Annual General Meeting. They are elected to serve for one-year terms (except in instances where a Director is elected during a special meeting), ending after completion of the next succeeding Annual General Meeting. If a Director resigns or otherwise terminates his or her directorship prior to the next Annual General Meeting, the Board may appoint an interim Director until the next Annual General Meeting. Any nominee for Director who does not receive an affirmative vote of a majority of votes cast (in person or by proxy) by shareholders at the Annual General Meeting is not elected to the Board.
Each Director is required to tender their resignation from the Board at the Annual General Meeting following his or her 75th birthday. The rotation of committee chairs and members is considered on an annual basis to ensure diversity of Board member experience and variety of perspectives across the committees, but there is no strict committee chair rotation policy. Any changes in committee chair or member assignments are made based on committee needs, Director interests, succession planning, experience and availability, and applicable regulatory and legal considerations. Moreover, the value of rotation is weighed carefully against the benefit of committee continuity and experience.
Directors are also expected to inform the Governance and Sustainability Committee of any significant change in their employment or professional responsibilities and are required to offer their resignation to the Board in the event of such a change. This allows for discussion with the Governance and Sustainability Committee to determine if it is in the mutual interest of both parties for the Director to continue on the Board.
The Governance and Sustainability Committee is responsible for the review of all Directors and where necessary will take action to recommend to shareholders the removal of a Director for performance, which requires the affirmative vote of a majority of the votes represented (in person or by proxy) at a duly called shareholder meeting.
Nomination of Directors and Board Diversity
The Governance and Sustainability Committee, in accordance with the Board’s governance principles, seeks to create a Board that, as a whole, is strong in its collective knowledge and has a diversity of skills and experience with respect to vision and strategy, management and leadership, business operations, business judgment, crisis management, risk assessment, industry knowledge, accounting and finance, corporate governance and global markets. Although the Johnson Controls Board does not have a specific policy or requirement regarding diversity, the Board regards diversity as an important factor in evaluating the overall composition of the Board and when selecting Director nominees. The Board takes into account the current composition and diversity of the Board (including diversity with respect to race, gender, national origin and ethnicity) and the extent to which a candidate’s particular expertise and experience will complement the expertise and experience of other Directors. The Governance and Sustainability Committee also considers whether the Board has an appropriate combination of professional experience, skills, exposure to international markets, knowledge and variety of viewpoints and backgrounds in light of Johnson Controls’ current and expected future needs. In addition, the Governance and Sustainability Committee believes that it is desirable for new candidates to contribute to a variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences. The Governance and Sustainability Committee periodically reviews these criteria and qualifications to determine any need to revise such criteria and qualifications based upon corporate governance best practices and Johnson Controls’ needs at the time of the review. The current composition of our Board and Director nominees reflects these ongoing efforts and the continued importance of a diversity of skills, backgrounds, characteristics and experience to the Board.
General criteria for the nomination of Director candidates include:
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The highest ethical standards and integrity |
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A willingness to act on and be accountable for Board decisions |
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An ability to provide wise, informed and thoughtful counsel to executive leadership on a range of issues |
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Diversity of expertise and experience as well as diversity with respect to race, gender and ethnicity |
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A history of achievement that reflects superior standards for themselves and others |
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Loyalty and commitment to driving the success of the Company |
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An ability to take tough positions while at the same time working as a team player |
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Individual backgrounds that provide a portfolio of experience and knowledge commensurate with the Company’s needs |
36 Johnson Controls International plc
Governance of the Company › Nomination of Directors and Board Diversity
The Company also strives to have all non-employee Directors be independent. In addition to having such Directors meet the NYSE definition of independence, the Board has set its own more rigorous standard of independence. The Governance and Sustainability Committee must also ensure that the members of the Board as a group maintain the requisite qualifications under NYSE listing standards for populating the Audit, Compensation and Talent Development and Governance and Sustainability Committees. In addition, the Governance and Sustainability Committee ensures that each member of the Compensation and Talent Development Committee is a “Non-Employee” Director as defined in the Securities Exchange Act of 1934 and is an “outside director” as defined in section 162(m) of the U.S. Code.
As provided in its charter, the Governance and Sustainability Committee will consider Director candidates recommended by shareholders. To recommend a Director candidate, a shareholder should write to Johnson Controls’ Secretary at Johnson Controls’ current registered address: One Albert Quay, Cork, Ireland, T12 X8N6. Such recommendation must include:
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The name and address of the candidate |
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A brief biographical description, including his or her occupation for at least the last five years, and a statement of the qualifications of the candidate, taking into account the qualification requirements set forth above |
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The candidate’s signed consent to serve as a Director if elected and to be named in the proxy statement |
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Evidence of share ownership of the person making the recommendation |
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All information required by Article 62 of our Memorandum and Articles of Association to be included in notices for any nomination by a shareholder of an individual for election to the Board |
The recommendation must also follow the procedures set forth in Articles 54 through 68 of our Memorandum and Articles of Association to be considered timely and complete in order to be considered for nomination to the Board.
To be considered by the Governance and Sustainability Committee for nomination and inclusion in the Company’s Proxy Statement for the 2025 Annual General Meeting, shareholder recommendations for Director must be received by Johnson Controls’ Corporate Secretary no later than September 21, 2024. Once the Company receives the recommendation, the Company may deliver a questionnaire to the candidate that requests additional information about the candidate’s independence, qualifications and other information that would assist the Governance and Sustainability Committee in evaluating the candidate, as well as certain information that must be disclosed about the candidate in the Company’s proxy statement, if nominated. Candidates must complete and return the questionnaire within the time frame provided to be considered for nomination by the Governance and Sustainability Committee. To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of Director nominees other than the Company’s nominees must also provide the additional information required by Rule 14a-19(b) under the Exchange Act. Such additional information must be received by Corporate Secretary at the Company’s registered address by no later than January 13, 2025. No candidates were recommended by shareholders in connection with the 2024 Annual General Meeting.
The Governance and Sustainability Committee from time to time employs an unrelated search firm to assist the Committee in Identifying candidates for Director when a vacancy occurs. The Governance and Sustainability Committee also receives suggestions for Director candidates from Board members. All of our nominees for Director other than Mr. Archer and Mr. Kotagiri are current members of the Board. In evaluating candidates for Director, the Governance and Sustainability Committee uses the qualifications described above, and evaluates shareholder candidates in the same manner as candidates from all other sources.
In 2023, the Board engaged Egon Zehnder to assist it in identifying director candidates possessing a diversity of skills and experience in line with the Company’s strategic vision and the Board’s director nomination criteria. Members of the Governance and Sustainability Committee and the full Board evaluated and met with several candidates to identify potential director nominees. In connection with this process, Timothy Archer and Swamy Kotagiri were recommended for nomination to serve as Directors by the Board with the support of the Governance and Sustainability Committee. Based on the Governance and Sustainability Committee’s evaluation of the current Directors and director candidates each nominee was recommended for election.
Other Directorships, Conflicts and Related Party Transactions
We recognize the importance of having Directors with significant experience in other businesses and activities; however, Directors are expected to ensure that other commitments, including outside board memberships (including board leadership roles), do not interfere with their duties and responsibilities as members of the Johnson Controls’ Board. In order to provide
2024 Notice and Proxy Statement 37
Governance of the Company › Ambitious vision. Impactful, measurable results.
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Sustainable Supply Chain In 2023, we launched our supplier sustainability program with EcoVadis, a globally recognized sustainability assessment ratings agency. Their systematic ratings program evaluates suppliers across environment, labor and human rights, ethics, and sustainable procurement practices. In one year, nearly 1,600 of our suppliers, representing 37% of our total supplier spend, have been evaluated through the EcoVadis tool. The EcoVadis |
rating is included on our supplier scorecards and equal to cost, quality, and delivery in supplier performance evaluations.
We are proud to have received a Platinum rating from EcoVadis, joining the top 1% of more than 100,000 companies assessed across environment, labor, human rights, ethics, and sustainable procurement practices.
Our sustainable supply chain initiatives identify diverse suppliers and integrate them into our procurement processes, including category strategies, sourcing board events, and supplier development activities.
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Diversity, Equity, and Inclusion We understand our role in empowering employees to bring their authentic selves to work each day, which in turn adds value, fosters creativity, and inspires change across the organization. Our diversity, equity and inclusion mission, vision and roadmap continue to inform our strategies and drive business objectives, further enabling our culture of inclusion to succeed. At Johnson Controls, every employee is empowered to take an |
active role in creating a culture that values uniqueness, celebrates creativity, and drives innovation. We continue to create an environment where our rich culture of inclusion will drive the right mindsets and behaviors, unlock engagement, accelerate productivity, and foster innovation, leading to exceptional customer outcomes.
Our Business Resource Groups are open to all employees and typically consist of employees who share similar interests, backgrounds, experiences, and characteristics. These employee-driven groups connect with and support one another while providing a safe environment for respectful dialogue that encourages progress and growth. Our Business Resource Groups made tremendous progress in membership throughout 2023. In 2023, new membership increased by 36 percent and overall membership increased by 8 percent.
In 2023, we are proud to have been named to TIME’s World’s Best Companies 2023, Sustainability Magazine’s 2023 Top 100 Companies, Forbes Best Employers for Women 2023, and Newsweek’s America’s Greatest Workplaces for Diversity 2023.
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Social Impact We are committed to advancing the well-being of our communities and our planet and supporting smart, healthy and sustainable tomorrows. Since its inaugural year in 2021, Johnson Controls Community College Partnership Program has been on track to donate up to $15 million by the end of 2026, enabling access to educational programs in the HVAC, fire, security, and digital disciplines. In 2023, the program expanded in North America |
and India in cities where we have a significant consumer base and employee presence.
Since 2003, our employees have volunteered over 1.92 million hours in local communities, volunteering nearly 46,000 hours in 2023, an increase in volunteer hours by 36% year-over-year. In 2023, we saw the highest volunteer hours in one year in our company’s history.
40 Johnson Controls International plc
COMPENSATION DISCUSSION & ANALYSIS
At Johnson Controls we are leading the buildings transformation by creating spaces and places that advance safety and security, improve well-being, achieve climate goals, and lower costs. As the global leader in smart, healthy and sustainable buildings, our mission is to reimagine the performance of buildings and how they operate. With industry leading digital solutions, building automation and efficient heating and cooling systems, we help customers save energy and reduce emissions. We continue to advance safety with world class fire detection and protection, and smart security systems. Supporting customers as they accelerate their journey toward a smart, healthy, and sustainable future requires a world class team working with the highest levels of integrity, purpose, and passion. To ensure we succeed with a high-performance culture, our compensation programs are designed to reward our employees, including our executive officers, accordingly.
This Compensation Discussion & Analysis (the “CD&A”) section of our Proxy Statement sets out the mechanics of our executive compensation program, in particular its application and outcomes in respect of fiscal 2023, ending September 30, 2023.
2023 Named Executive Officers (“NEOs”)
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| Named Executive Officer |
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| George R. Oliver |
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Chairman & Chief Executive Officer |
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| Olivier Leonetti1 |
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Executive Vice President & Chief Financial Officer |
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| Lei Schlitz |
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Vice President & President — Global Products |
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| Julie Brandt |
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Vice President & President — Building Solutions North America |
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| Rodney Clark2 |
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Former Vice President & Chief Commercial Officer |
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Mr. Leonetti’s employment with the Company will terminate the day immediately following the date the Company files its Form 10-Q for the fiscal quarter ended December 31, 2023 |
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Mr. Clark separated from the Company effective as of October 31, 2023 |
EXECUTIVE SUMMARY
Fiscal 2023 Priorities and Performance
At Johnson Controls, we are accelerating the pace of building transformation changing buildings from static entities into smart, strategic assets. Over the past few years, we have led the way globally in innovation and technology that powers smart, healthy, and sustainable buildings, transforming the environments where people live work and play. Sustainability remains at the heart of our business, and our customers continue to look to us to provide advanced sustainable solutions that solve their own unique needs while advancing their business goals.
While global conditions remain uncertain, we are confident in the fundamentals we have built across our business. We continue to expand on the solid foundation that we have built with strong order momentum and a record backlog driving consistent top line growth. We have made great progress enhancing our profitability across our portfolio and we have significant actions underway that we believe will result in further margin expansion. Notably we:
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Grew sales 6% overall and 8% organically to $26.8 billion; |
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Delivered strong service revenue and order growth as our value proposition and digital offerings gain momentum. |
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Achieved strong growth and margin expansion as we continued to adapt to significant supply chain disruption; |
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Delivered full-year GAAP EPS of $2.69 and adjusted EPS of $3.50, up 17% versus prior year; |
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Achieved cash provided by operating activities from continued operations of $2.2 billion and free cash flow of $1.8 billion, a 30% increase versus the prior year; |
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Returned $1.6 billion to shareholders through buybacks and dividends; and |
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Ended fiscal 2023 with a record backlog of $12.1 billion, a 9% increase versus prior year. |
While we are both proud of and encouraged by our performance in fiscal 2023, we believe in holding ourselves accountable in-line with our pay-for-performance philosophy. We set ambitious and challenging goals under our Annual Incentive Performance Program (“AIPP”) and fiscal 2021-2023 performance share unit awards designed to incentivize and reward above-market performance. While we experienced success in driving results, growing revenue, driving service growth, regaining margin strength, generating long-term earnings growth, achieving strong total shareholder return and positioning ourselves for the future, we also experienced challenges with three-year Pre-Tax Earnings Growth and Pre-Tax ROIC
46 Johnson Controls International plc
Compensation Discussion & Analysis › Use of Market Data
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| Fiscal 2023 Compensation Peers |
| • 3M Company • Carrier Global Corporation* • Caterpillar Inc. • Cummins Inc. • Deere & Company • Eaton Corporation* • Emerson Electric Co.* |
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• General Dynamics Corporation • Honeywell International, Inc.* • Otis Worldwide Corporation • Parker Hannifin Corporation • Stanley Black & Decker Inc. • Trane Technologies* |
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The Committee also referenced a subset of the compensation peers (the “select peer group”) marked above with the addition of Lennox International, Siemens Aktiengesellschaft, and Schneider Electric S.E. to provide additional context when setting performance goals under Johnson Controls’ performance-based incentive programs for fiscal 2023. These companies are excluded as compensation peers because they do not meet the evaluation criteria used for our analysis. Additional information on the goal setting process is summarized in the following section. |
At the time of approval of the fiscal 2023 compensation peers, Johnson Controls ranked at the 57th percentile relative to compensation peers with respect to revenue. The Committee remains comfortable that this compensation peer group is appropriate.
The Committee considers pay data from the compensation peer group as one of several reference points it uses to target total direct compensation (base salary, annual incentive target, and long-term incentive target). In using the data, the Committee sets pay at a market competitive rate intended to balance the objectives of ensuring appropriate pay positioning in the market while enabling the Company to attract and retain high-performing talent in a competitive environment.
Given reliable proxy data are only consistently available for the CEO and CFO, the Committee references general industry survey data using the same approach for these as well as all other roles. The variation of actual pay relative to the market data is dependent on the executive officer’s performance, experience, knowledge, skills, level of responsibility, potential to impact our performance and future success, the need to attract, retain and motivate strategic talent.
Metric Selection and Goal Setting
Central to our pay-for-performance philosophy is maintaining a rigorous goal setting process that is used to determine both our annual and long-term incentive plan performance targets. Each year, management, the Committee, and our independent consultant spend meaningful time determining metrics, goal ranges, and testing the appropriateness of our incentive program thresholds, targets, and maximums.
For fiscal 2023, the Committee reaffirmed its support of the fundamental aspects of program design, including the performance metrics used in fiscal 2023.
Following the agreement of metrics, we establish the performance goals and ranges associated with each of them. The objective is to set ranges that contain adequate stretch, but also fit within our risk framework so as not to encourage excessive risk taking. In setting goals, we take account of the Company’s historical and projected performance, historical and expected performance of the S&P 500 Industrials, and historical and projected performance of our compensation and select peer group in conjunction with our annual plan and external macro-economic factors impacting our business.
Based on the data, management proposes goal ranges for each performance metric to the Committee, which are also assessed by the independent compensation consultant. In its analysis, our independent consultant assesses the probability of achievement of our threshold, target, and maximum goals given historical performance realized among peers and the S&P 500
Industrials and provides the Committee with an independent perspective on the robustness of our goals. The Committee tests the stretch and potential payouts to ensure they are challenging and the level of performance will be reflected appropriately in the payout levels.
54 Johnson Controls International plc
Compensation Discussion & Analysis › Additional Information
ADDITIONAL INFORMATION
Other Executive Compensation Policies
To further ensure the alignment of executive interests with those of our shareholders, the Committee has approved additional compensation-related policies that apply to our NEOs.
Share Ownership Guidelines
NEOs are required to hold specified amounts of Johnson Controls shares. If an executive does not meet the minimum guideline within five years, they cannot sell any shares until they meet the requirement. Until the guideline is met, executives are required to retain after-tax shares resulting from an exercise of share options and must retain shares resulting from the vesting of RSUs and PSUs. All shares directly or indirectly owned by, and unvested RSUs granted to, NEOs count towards the requirement. Share options and non-vested PSUs do not count toward the requirement. At the end of fiscal 2023, all NEOs were in compliance with their ownership requirements or had additional time to meet the minimum guideline, demonstrating the strong alignment of interests between our NEOs and Johnson Controls’ stakeholders.
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Compensation Recoupment Policy
During fiscal 2023, the Committee modified our compensation recoupment policy to comply with the SEC’s recently issued regulations on the recovery of erroneously awarded compensation and the related NYSE listing standards. Our policy as modified provides that, if we are required to prepare a qualifying accounting restatement, then, unless an exception applies, we will recover reasonably promptly the excess of (1) the amount of incentive-based compensation received during the three completed years immediately preceding the date we are required to prepare the accounting restatement by any person who served as a covered officer at any time during the applicable performance period over (2) the amount that would have been received had it been determined based on the restated financials.
Our recoupment policy also provides that, if the Committee determines that a covered officer has engaged in certain types of misconduct resulting in material reputational harm, then we will be entitled, if so instructed by the Committee, to (1) cause the full or partial forfeiture or reduction of any unearned performance incentives or unexercised or unvested equity-based awards then held by any covered officer, and (2) obtain full or partial reimbursement from the covered officer of any performance incentives or equity-based awards previously paid to, or earned by, the covered officer during the period of misconduct, in each case to the extent permitted by applicable law. Our policy also authorizes us to recover from culpable individuals’ certain compensation amounts if the Criminal Division of the United States Department of Justice determines criminal resolutions are warranted.
Insider Trading, Anti-Hedging And Anti-Pledging Policy
Directors, executive officers, employees and other related persons may not buy, sell or engage in other transactions in the Company’s shares while aware of material non-public information; buy or sell securities of other companies while aware of material non-public information about those companies that they became aware of as a result of business dealings between the Company and those companies; disclose material non-public information to any unauthorized persons outside of the Company. The policy also restricts trading and other transactions for a limited group of Company employees (including executives and directors) to defined window periods that follow our quarterly earnings releases and restricts trading and other transactions following announcements of a share repurchase program.
In addition, the Company’s directors, executive officers, employees and other related persons are prohibited from:
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Pledging any Company securities held by them or their families as security for a loan, including by holding such securities in a margin account; and |
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Trading in puts, calls or any other derivative securities relating to in the Company’s shares, and engaging in hedging or monetization transactions relating to in the Company’s shares (including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds) or short sales of the Company’s shares. |
64 Johnson Controls International plc
Compensation Discussion & Analysis › Executive Benefits and Perquisites
Executive Benefits and Perquisites
401(k) Plan
All U.S. employees are eligible for the 401(k) plan, including our NEOs. Participants can contribute up to a specified percentage of their compensation on a pre-tax or after-tax (Roth) basis; however, executive officers’ percentages may be lower than other participants due to IRS requirements applicable to the 401(k) plan.
Based on Company performance, we matched 100% of each dollar an employee contributes up to 4% of the employee’s eligible pay, and 50% of each additional dollar up to a total of 6% of the employee’s eligible pay. In addition, the Company makes a varied annual retirement contribution for eligible employees. This group of employees includes all NEOs. The contribution for this group of employees is usually between 1% and 5% of the participant’s eligible compensation, based on the participant’s age and participation or service. Both the matching contribution and the annual retirement contribution are subject to vesting requirements.
Retirement Restoration Plan
The Internal Revenue Code limits the benefits we can provide to employees under the 401(k) plan, including the annual retirement contribution. Thus, we sponsor the Retirement Restoration Plan, which allows all employees whose annual retirement contributions are affected by these Internal Revenue Code limits to receive the full intended amount of the additional annual retirement contributions without regard to such limits. All employees whose annual retirement contributions under the 401(k) plan are limited, including NEOs, are eligible for the Retirement Restoration Plan. Prior to January 1, 2018, the Retirement Restoration Plan also provided for 401(k) spillover deferrals and employer matching contributions for eligible participants. Those benefits were eliminated as of January 1, 2018 for participants other than those participants who were officers of the Company immediately following the merger between Johnson Controls, Inc. and a subsidiary of Tyco International plc in 2016 (the “Merger”), including Mr. Oliver and certain other high-level employees who participated in the Retirement Restoration Plan prior to January of 2018.
Executive Deferred Compensation Plan and Senior Executive Deferred Compensation Plan
As of January 1, 2018, to integrate our plans following the Merger, we adopted a new Senior Executive Deferred Compensation Plan. The new Senior Executive Deferred Compensation Plan allows participants, including our NEOs, to defer base salary and annual bonus compensation and the associated taxes until retirement or termination of employment to assist such participants with personal financial planning. The investment options under the new Senior Executive Deferred Compensation Plan mirror investment options in our 401(k) Plan, which includes a company stock fund.
Perquisites
We provide a limited amount of perquisites to our executive officers which we believe are reasonable and consistent with market practice. We maintain a strict policy regarding eligibility and use of these benefits. The Committee grants each executive officer a perquisite allowance of 5% of base salary annually. Upon termination, any unused funds are forfeited. Allowable perquisites include:
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Financial and tax planning |
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Personal use of corporate aircraft capped at $10,000 per year for the NEOs, excluding the CEO, with such amounts calculated pursuant to the Standard Industry Fare level, or SIFL rate |
The CEO is encouraged to use the corporate aircraft for both business and personal use to enhance his productivity, maintain confidentiality, ensure personal security and protect his health and wellbeing particularly during the pandemic. The Committee has limited the CEO’s annual personal usage of company aircraft to an annual incremental cost of $200,000. Any such personal usage of the corporate aircraft in excess of this amount is required to be reimbursed to Johnson Controls by the CEO based on the aggregate incremental cost of such usage.
2024 Notice and Proxy Statement 65
THE ANNUAL GENERAL MEETING
QUESTIONS AND ANSWERS
The following questions and answers are intended to address briefly some commonly asked questions regarding the Annual General Meeting. These questions and answers may not address all questions that may be important to you. For more information, please refer to the more detailed information contained elsewhere in this Proxy Statement, including the documents referred to or incorporated by reference herein. For instructions on obtaining the documents incorporated by reference, see “Where You Can Find More Information.”
Why did I receive this Proxy Statement?
We have sent this notice of Annual General Meeting and Proxy Statement, together with the enclosed proxy card or voting instruction card, because our Board of Directors is soliciting your proxy to vote at the Annual General Meeting on March 13, 2024. This Proxy Statement contains information about the items being voted on at the Annual General Meeting and important information about Johnson Controls. Our 2023 Annual Report on Form 10-K, which includes our consolidated financial statements for the fiscal year ended September 30, 2023 (the “Annual Report”), is enclosed with these materials.
Who is entitled to vote?
Each holder of Johnson Controls ordinary shares in our register of shareholders (such owners are often referred to as “shareholders of record,” “record holders” or “registered shareholders”) as of the close of business on January 8, 2024, the record date for the Annual General Meeting, is entitled to attend and vote at the Annual General Meeting. On January 8, 2024, there were 681,497,226 ordinary shares outstanding and entitled to vote at the Annual General Meeting. Any Johnson Controls shareholder of record as of the record date who does not receive notice of the Annual General Meeting and Proxy Statement, together with the enclosed proxy card or voting instruction card and the Annual Report, may obtain a copy at the Annual General Meeting or by contacting Johnson Controls at +353-21-423-5000.
We have requested that banks, brokerage firms and other nominees who hold ordinary shares on behalf of the owners of the ordinary shares (such owners are often referred to as “beneficial shareholders” or “street name holders”) as of the close of business on January 8, 2024 forward these materials, together with a proxy card or voting instruction card, to such beneficial shareholders. Johnson Controls has agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials.
Finally, Johnson Controls has provided for these materials to be sent to persons who have interests in its ordinary shares through participation in Johnson Controls’ retirement savings plans. These individuals are not eligible to vote directly at the Annual General Meeting. They may, however, instruct the trustees of these plans how to vote the ordinary shares represented by their interests. The enclosed proxy card will also serve as voting instructions for the trustees of the plans.
How many votes do I have?
Every holder of an ordinary share on the record date will be entitled to one vote per share for each matter presented at the Annual General Meeting. Because each Director’s election is the subject of a separate resolution, every holder of an ordinary share on the record date will be entitled to one vote per share for each separate Director election resolution.
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
Most of our shareholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.
SHAREHOLDER OF RECORD
If your shares are registered directly in your name in our share register operated by our transfer agent, EQ Shareowner Services, you are considered the shareholder of record with respect to those shares and these proxy materials are being sent to you directly by us. As the shareholder of record, you have the right to grant your voting proxy to the persons named in the proxy card (see “How Do I Appoint and Vote via a Proxy?” below), or to grant a written proxy to any other person, which person does not need to be a shareholder, or to attend and vote in person at the Annual General Meeting. We have enclosed a proxy card for you to use in which you can elect to appoint certain officers of the Company named therein as your proxy.
2024 Notice and Proxy Statement 81
Questions and Answers › What is the difference between holding shares as a shareholder of record and as a beneficial owner?
BENEFICIAL OWNER
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares and are also invited to attend the Annual General Meeting. However, since you are not the shareholder of record, you may only vote these shares in person at the Annual General Meeting if you follow the instructions described below under “Admission to the Annual General Meeting” and “How do I vote?” Your bank, broker or other nominee has enclosed a voting instruction card for you to use in directing your bank, broker or other nominee as to how to vote your shares, which may contain instructions for voting by telephone or electronically.
How do I vote?
A proxy card is being sent to each shareholder of record as of the record date. If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee when voting your shares. Otherwise, you can vote in the following ways:
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By Mail: If you are a holder of record, you can vote by marking, dating and signing the appropriate proxy card and returning it by mail in the enclosed postage-paid envelope. If you beneficially own your ordinary shares, you can vote by following the instructions on your voting instruction card. |
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By Internet or Telephone: You can vote over the Internet at www.proxyvote.com by following the instructions on the proxy card or the voting instruction card or in the Notice of Internet availability of proxy materials previously sent to you. If you are not a holder of record, you can vote using a touchtone telephone by calling 1-800-690-6903. |
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At the Annual General Meeting: If you are planning to attend the Annual General Meeting and wish to vote your ordinary shares in person, we will give you a ballot at the meeting. Shareholders who own their shares in “street name” are not able to vote at the Annual General Meeting unless they have a proxy, executed in their favor, from the holder of record of their shares. |
Even if you plan to be present at the Annual General Meeting, we encourage you to complete and mail the enclosed card to vote your ordinary shares by proxy. Telephone and Internet voting facilities for shareholders will be available 24 hours a day and will close at 11:59 p.m., Eastern Standard Time, on March 12, 2024.
How do I appoint and vote via a proxy?
If you properly fill in your proxy card appointing an officer of the Company as your proxy and send it to us in time to vote, your proxy, meaning one of the individuals named on your proxy card, will vote your shares as you have directed. You may also grant a written proxy to any other person by filling in the proxy card and identifying the person, which person does not need to be a shareholder, or attend and vote in person at the Annual General Meeting. If you sign the proxy card but do not make specific choices, your proxy will vote your shares as recommended by the Board of Directors “FOR” each Director and “FOR” each of the other agenda items listed below.
If a new agenda item or a new motion or proposal for an existing agenda item is presented at the Annual General Meeting, the Company officer acting as your proxy will vote in accordance with the recommendation of our Board of Directors. At the time we began printing this Proxy Statement, we knew of no matters that needed to be acted on at the Annual General Meeting other than those discussed in this Proxy Statement.
Whether or not you plan to attend the Annual General Meeting, we urge you to submit your proxy. Returning the proxy card or submitting your vote electronically will not affect your right to attend the Annual General Meeting. You must return your proxy cards by the times and dates set forth below under “Returning Your Proxy Card” in order for your vote to be counted.
What if I return my proxy or voting instruction card but do not mark it to show how I am voting?
Your shares will be voted according to the specific instructions you have indicated on your proxy or voting instruction card. If you sign and return your proxy or voting instruction card but do not indicate specific instructions for voting, you instruct the proxy to vote your shares, “FOR” each Director and “FOR” all other proposals. For any other matter which may properly come before the Annual General Meeting, and any adjournment or postponement thereof, you instruct, by submitting proxies with blank voting instructions, the proxy to vote in accordance with the recommendation of the Board of Directors.
82 Johnson Controls International plc
Questions and Answers › May I change or revoke my vote after I return my proxy or voting instruction card?
May I change or revoke my vote after I return my proxy or voting instruction card?
You may change your vote before it is exercised by:
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Submitting subsequent voting instructions through the telephone or Internet; if you previously voted by telephone or the Internet; |
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Submitting another proxy card (or voting instruction card if you beneficially own your ordinary shares) with a later date; or |
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Voting in person at the Annual General Meeting if you are a holder of record or a beneficial owner with a proxy from the holder of record. |
Your presence without voting at the meeting will not automatically revoke your proxy, and any revocation during the meeting will not affect votes previously taken. If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee in revoking your previously granted proxy.
Delivery of Documents to Shareholders Sharing an Address
Securities and Exchange Commission rules allow us to deliver a single copy of an annual report and proxy statement to any household not participating in electronic proxy material delivery at which two or more shareholders reside, if we believe the shareholders are members of the same family (a practice called “householding”). We believe that householding benefits both you and the Company by eliminating duplicate mailings to shareholders living at the same address and by reducing our printing and mailing costs. Each shareholder will continue to receive a separate proxy card or voting instruction card.
Your household may have received a single set of proxy materials this year. If you prefer to receive your own copy now or in future years, please request a duplicate set by calling 1-866-540-7095, by going to www.proxyvote.com, by e-mailing sendmaterial@proxyvote.com, or by writing to Johnson Controls, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Alternatively, if your household received multiple sets of proxy materials this year, and members of your household who are entitled to receive proxy materials would all prefer to receive only a single set of proxy materials, you may submit such a request as specified in the preceding sentence.
If a broker or other nominee holds your shares, you may continue to receive some duplicate mailings. Certain brokers will eliminate duplicate account mailings by allowing shareholders to consent to such elimination, or through implied consent if a shareholder does not request continuation of duplicate mailings. Since not all brokers and nominees may offer shareholders the opportunity this year to eliminate duplicate mailings, you may need to contact your broker or other nominee directly to discontinue duplicate mailings to your household.
What vote is required to approve each proposal at the Annual General Meeting?
Johnson Controls intends to present proposals numbered one through eight for shareholder consideration and voting at the Annual General Meeting. The vote required to approve each proposal is described below:
| 1. |
By separate resolutions, to elect the following individuals as Directors for a period of one year, expiring at the end of the Company’s Annual General Meeting of Shareholders in 2025: |
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| (a) Timothy Archer |
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(b) Jean Blackwell |
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(c) Pierre Cohade |
| (d) W. Roy Dunbar |
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(e) Gretchen R. Haggerty |
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(f) Ayesha Khanna |
| (g) Seetarama (Swamy) Kotagiri |
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(h) Simone Menne |
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(i) George R. Oliver |
| (j) Jürgen Tinggren |
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(k) Mark Vergnano |
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(l) John D. Young |
The election of each Director nominee requires the affirmative vote of a majority of the votes properly cast (in person or by proxy) at the Annual General Meeting. Any nominee for Director who does not receive a majority of the votes cast is not elected to the Board.
| 2. |
To ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of the Company and to authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration, which in each case, requires the affirmative vote of a majority of the votes properly cast (in person or by proxy) at the Annual General Meeting. |
| 3. |
To authorize the Company and/or any subsidiary of the Company to make market purchases of Company shares, which requires the affirmative vote of a majority of the votes properly cast (in person or by proxy) at the Annual General Meeting. |
| 4. |
To determine the price range at which the Company can re-allot shares that it holds as treasury shares (Special Resolution), which requires the affirmative vote of at least 75% of the votes properly cast (in person or by proxy) at the Annual General Meeting. |
2024 Notice and Proxy Statement 83
Questions and Answers › Returning Your Proxy Card
Returning Your Proxy Card
Shareholders who are voting by mail should complete and return the proxy card as soon as possible. In order to assure that your proxy is received in time to be voted at the meeting, the proxy card must be completed in accordance with the instructions and received at one of the addresses set forth below by the dates and times specified:
Ireland:
By 5:00 p.m., local time, on March 12, 2024 by hand or mail at:
Johnson Controls International plc
One Albert Quay
Cork, Ireland
T12 X8N6
United States:
By 5:00 p.m., Eastern Standard Time, on March 12, 2024 by mail at:
Broadridge Financial Solutions
c/o Vote Processing
51 Mercedes Way
Edgewood, NY 11717
If your shares are held beneficially in “street name,” you should return your proxy card or voting instruction card in accordance with the instructions on that card or as provided by the bank, brokerage firm or other nominee who holds Johnson Controls shares on your behalf.
Admission to the Annual General Meeting
For admission to the Annual General Meeting, shareholders of record should bring the admission ticket attached to the enclosed proxy card to the Registered Shareholders check-in area, where their ownership will be verified. Those who have beneficial ownership of shares held by a bank, brokerage firm or other nominee should come to the Beneficial Owners check-in area. Beneficial owners who wish to vote in person at the Annual General Meeting are requested to obtain a “legal proxy” executed in their favor, from their broker, bank, nominee or other custodian that authorizes you to vote the shares held by them on your behalf. In addition, you must bring to the Annual General Meeting an account statement or letter from the broker, bank or other nominee indicating that you are the owner of the shares. Registration will begin at 2:00 pm, local time, and the Annual General Meeting will begin at 3:00 pm, local time.
Johnson Controls Annual Report
The Johnson Controls International plc 2023 Annual Report on Form 10-K containing our audited consolidated financial statements with accompanying notes and schedules is accompanied with this Proxy Statement and available on the Company’s website in the Investor Relations Section at www.johnsoncontrols.com. Copies of these documents may be obtained without charge by contacting Johnson Controls by phone at +353-21-423-5000. Copies may also be obtained without charge by contacting Investor Relations in writing or may be physically inspected at the offices of Johnson Controls International plc, One Albert Quay, Cork, Ireland.
Ordinary Share Price and Dividend Information
The shares of the Company’s ordinary shares are traded on the New York Stock Exchange under the symbol “JCI.”
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| Title of Class |
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Number of Record Holders as of December 31, 2023 |
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| Ordinary Shares, $0.01 par value |
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28,428 |
2024 Notice and Proxy Statement 85
Questions and Answers › Ordinary Share Price and Dividend Information
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Ordinary Shares Price Range |
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Dividends |
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FY 2023 |
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FY 2022 |
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FY 2023 |
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FY 2022 |
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| First Quarter |
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$ |
49.19 - $68.65 |
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$ |
68.16 - 81.31 |
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$ |
0.35 |
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$ |
0.34 |
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| Second Quarter |
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56.88 - 69.60 |
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60.17 - 80.38 |
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0.36 |
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0.35 |
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| Third Quarter |
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54.90 - 67.70 |
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48.48 - 66.64 |
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0.37 |
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0.35 |
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| Fourth Quarter |
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51.46 - 70.43 |
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46.30 - 59.00 |
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0.37 |
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0.35 |
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$ |
49.19 - 70.43 |
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$ |
46.30 - 81.31 |
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$ |
1.45 |
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$ |
1.39 |
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Presentation of Irish Statutory Accounts
The Company’s Irish Statutory Accounts for the fiscal year ended September 30, 2023, including the reports of the Directors and auditors thereon, will be presented at the Annual General Meeting. The Company’s Irish Statutory Accounts are approved by the Board of Directors of the Company. There is no requirement under Irish law that such statements be approved by shareholders, and no such approval will be sought at the Annual General Meeting. The Company’s Irish Statutory Accounts will be available at least 21 days before the date of the Annual General Meeting, along with the Proxy Statement, the Company’s Annual Report on Form 10-K and other proxy materials at www.proxyvote.com, and in the Investor Relations section of the Company’s website at www.johnsoncontrols.com.
Costs of Solicitation
We will pay the cost of solicitation of proxies. We have engaged Mackenzie Partners as the proxy solicitor for the Annual General Meeting for an approximate fee of $12,500, plus expenses. In addition to the use of the mail, certain of our Directors, officers or employees may solicit proxies by telephone or personal contact. Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares.
We are furnishing this Proxy Statement to our shareholders in connection with the solicitation of proxies by our Board of Directors for use at an Annual General Meeting of our shareholders. We are first mailing this Proxy Statement and the accompanying form of proxy to shareholders beginning on or about January 19, 2024.
Transfer Agent
Our transfer agent is EQ Shareowner Services. All communications concerning shareholders of record accounts, including address changes, name changes, common stock transfer requirements, and similar issues can be handled by contacting EQ Shareowner Services at 1-877-602-7397 (U.S.), 651-450-4064 (outside the U.S.), www.shareowneronline.com, or in writing, P.O. Box 64854, St. Paul, MN 55164-0854.
Shareholder Proposals for the 2025 Annual General Meeting
In accordance with the rules established by the SEC, as well as under the provisions of our Memorandum and Articles of Association, any shareholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”) intended for inclusion in the proxy statement for next year’s Annual General Meeting must be received by Johnson Controls no later than September 21, 2024. Such proposals should be sent to our Corporate Secretary at our registered address, which is: One Albert Quay, Cork, Ireland T12 X8N6. To be included in the Proxy Statement, the proposal must comply with the requirements as to form and substance established by the SEC and our Articles of Association, and must be a proper subject for shareholder action under applicable law. Any shareholder proposal that is not submitted for inclusion in the Proxy Statement but is instead sought to be presented directly at the 2025 Annual General Meeting must be received by the Secretary at the address listed above prior to December 5, 2024. Securities and Exchange Commission rules permit management to vote proxies in its discretion in certain cases if the shareholder does not comply with this deadline and in certain other cases notwithstanding the shareholder’s compliance with this deadline.
New proposals or motions with regard to existing agenda items are not subject to such restrictions and can be made at the meeting by each shareholder attending or represented. Note that if specific voting instructions are not provided to the proxy, shareholders who submit a proxy card instruct the proxy to vote their shares in accordance with the recommendations of the Board of Directors with regard to the items appearing on the agenda.
86 Johnson Controls International plc
Pay vs Performance Disclosure
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12 Months Ended |
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Sep. 30, 2023
USD ($)
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Sep. 30, 2022
USD ($)
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Sep. 30, 2021
USD ($)
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| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
P AY V ERSUS P ERFORMANCE D ISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid, as defined by the SEC’s regulations (“CAP”), and certain financial performance of the Company. The following table shows the past three fiscal years’ total compensation for our Chief Executive Officer (“PEO”) and our other named executive officers (“NEOs”) as set forth in the Summary Compensation Table (“SCT”) for each year, the CAP to our NEOs, our total shareholder return (“TSR”), the combined TSR of our selected peer group for this purpose, which is the Standard & Poor’s (“S&P”) 500 Industrials Index, our net income, and our EBIT Growth. For further information concerning our variable pay for performance philosophy and how we align executive compensation with our performance, refer to “Executive Compensation-Compensation Discussion and Analysis.”
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Value of Initial Fixed $100
Investment Based On: |
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Summary
Compensation
Table Total for
PEO ($) |
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Compensation
Actually Paid
to PEO ($) |
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Average Summary
Compensation
Table Total for
Non-PEO NEOs
($) |
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Average
Compensation
Actually Paid
to Non-PEO
NEOs ($) |
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S&P 500
Industrials
TSR ($) |
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Net Income
($ in millions)
(h) |
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15,882,646 |
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16,020,622 |
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5,528,433 |
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5,131,714 |
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139 |
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131 |
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1,849 |
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16.9 |
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15,687,202 |
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(1,001,706 |
) |
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4,696,459 |
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357,693 |
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126 |
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108 |
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1,532 |
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11.4 |
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16,170,188 |
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54,159,692 |
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3,857,898 |
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10,886,010 |
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170 |
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129 |
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1,637 |
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11.6 |
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This table includes three fiscal years (2021, 2022, and 2023) rather than five because this is a transition year for the new regulation. |
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The PEO is Mr. Olivier for all fiscal years shown. |
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CAP to Mr. Oliver reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below. The assumptions used to calculate the fair values did not differ materially from the assumptions used to calculate the fair values as of the grant dates. Dividends and dividend equivalents credited with respect to stock awards in each fiscal year prior to the vesting date were included in the fair value of the awards at the end of the fiscal year or as of the vesting date, as applicable. |
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SCT Total Compensation ($) |
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16,170,188 |
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15,687,202 |
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15,882,646 |
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Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) |
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10,003,112 |
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11,757,722 |
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12,051,566 |
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Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) |
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21,031,885 |
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7,172,702 |
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9,802,917 |
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Plus: Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years that Remain Unvested at End of Year ($) |
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19,124,503 |
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(8,661,335 |
) |
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370,707 |
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Plus: Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) |
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— |
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— |
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— |
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Plus: Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) |
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7,836,229 |
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(3,442,554 |
) |
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2,015,918 |
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Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) |
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— |
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— |
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— |
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|
|
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Compensation Actually Paid ($) |
|
|
54,159,692 |
|
|
|
(1,001,706 |
) |
|
|
16,020,622 |
|
|
The following NEO’s are included in the average figures shown: |
|
2021: Messrs. Olivier Leonetti, John Donofrio, Ganesh Ramaswamy, Jeffrey Williams, Brian Stief |
|
2022: Messrs. Olivier Leonetti, Rodney Clark, John Donofrio, Ganesh Ramaswamy, Jeffrey Williams |
|
2023: Messrs. Olivier Leonetti, Rodney Clark and Mses. Lei Schlitz, Julie Brandt |
|
CAP to our non-PEO NEOs reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below. The assumptions used to calculate the fair values did not differ materially from the assumptions used to calculate the fair values as of the grant dates. Dividends and dividend equivalents credited with respect to stock awards in each fiscal year prior to the vesting date were included in the fair value of the awards at the end of the fiscal year or as of the vesting date, as applicable. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average SCT Total Compensation ($) |
|
|
3,857,898 |
|
|
|
4,696,459 |
|
|
|
5,528,433 |
|
|
|
|
|
Less: Average Stock and Option Award Values Reported in SCT for the Covered Year ($) |
|
|
2,049,847 |
|
|
|
2,879,869 |
|
|
|
3,984,233 |
|
|
|
|
|
Plus: Average Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) |
|
|
4,481,168 |
|
|
|
1,740,956 |
|
|
|
3,342,165 |
|
|
|
|
|
Plus: Average Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years that Remain Unvested at End of Year ($) |
|
|
3,553,840 |
|
|
|
(1,537,416 |
) |
|
|
89,008 |
|
|
|
|
|
Plus: Average Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) |
|
|
— |
|
|
|
49,286 |
|
|
|
— |
|
|
|
|
|
Plus: Average Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) |
|
|
1,400,981 |
|
|
|
(909,763 |
) |
|
|
156,341 |
|
|
|
|
|
Less: Average Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) |
|
|
358,030 |
|
|
|
801,958 |
|
|
|
— |
|
|
|
|
|
Less: Average Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Plus: Average Aggregate Service Cost and Prior Service Cost for Pension Plans ($) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Average Compensation Actually Paid ($) |
|
|
10,886,010 |
|
|
|
357,693 |
|
|
|
5,131,714 |
|
|
Represents our cumulative total shareholder return (“TSR”) calculated from September 30, 2020 for the measurement periods ending on September 30 of each of 2021, 2022 and 2023, respectively. |
|
Represents the cumulative TSR of the S&P 500 Industrials Index calculated from September 30, 2020 for the measurement periods ending on September 30 of each of 2021, 2022 and 2023, respectively. |
|
Reflects “Net Income” in the Company’s audited financial statements included in the Company’s Annual Reports on Form 10-K for each of the fiscal years ended September 30, 2021, 2022 and 2023. |
|
Company-selected measure is EBIT Growth. The definition and methodology used to calculate EBIT Growth are found in the CD&A on page 58. |
|
|
|
| Company Selected Measure Name |
EBIT Growth
|
|
|
| Named Executive Officers, Footnote |
|
The following NEO’s are included in the average figures shown: |
|
2021: Messrs. Olivier Leonetti, John Donofrio, Ganesh Ramaswamy, Jeffrey Williams, Brian Stief |
|
2022: Messrs. Olivier Leonetti, Rodney Clark, John Donofrio, Ganesh Ramaswamy, Jeffrey Williams |
|
2023: Messrs. Olivier Leonetti, Rodney Clark and Mses. Lei Schlitz, Julie Brandt |
|
|
|
| Peer Group Issuers, Footnote |
Represents the cumulative TSR of the S&P 500 Industrials Index calculated from September 30, 2020 for the measurement periods ending on September 30 of each of 2021, 2022 and 2023, respectively.
|
|
|
| PEO Total Compensation Amount |
$ 15,882,646
|
$ 15,687,202
|
$ 16,170,188
|
| PEO Actually Paid Compensation Amount |
$ 16,020,622
|
(1,001,706)
|
54,159,692
|
| Adjustment To PEO Compensation, Footnote |
|
CAP to Mr. Oliver reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below. The assumptions used to calculate the fair values did not differ materially from the assumptions used to calculate the fair values as of the grant dates. Dividends and dividend equivalents credited with respect to stock awards in each fiscal year prior to the vesting date were included in the fair value of the awards at the end of the fiscal year or as of the vesting date, as applicable. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCT Total Compensation ($) |
|
|
16,170,188 |
|
|
|
15,687,202 |
|
|
|
15,882,646 |
|
|
|
|
|
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) |
|
|
10,003,112 |
|
|
|
11,757,722 |
|
|
|
12,051,566 |
|
|
|
|
|
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) |
|
|
21,031,885 |
|
|
|
7,172,702 |
|
|
|
9,802,917 |
|
|
|
|
|
Plus: Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years that Remain Unvested at End of Year ($) |
|
|
19,124,503 |
|
|
|
(8,661,335 |
) |
|
|
370,707 |
|
|
|
|
|
Plus: Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Plus: Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) |
|
|
7,836,229 |
|
|
|
(3,442,554 |
) |
|
|
2,015,918 |
|
|
|
|
|
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Compensation Actually Paid ($) |
|
|
54,159,692 |
|
|
|
(1,001,706 |
) |
|
|
16,020,622 |
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 5,528,433
|
4,696,459
|
3,857,898
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 5,131,714
|
357,693
|
10,886,010
|
| Adjustment to Non-PEO NEO Compensation Footnote |
|
CAP to our non-PEO NEOs reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below. The assumptions used to calculate the fair values did not differ materially from the assumptions used to calculate the fair values as of the grant dates. Dividends and dividend equivalents credited with respect to stock awards in each fiscal year prior to the vesting date were included in the fair value of the awards at the end of the fiscal year or as of the vesting date, as applicable. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average SCT Total Compensation ($) |
|
|
3,857,898 |
|
|
|
4,696,459 |
|
|
|
5,528,433 |
|
|
|
|
|
Less: Average Stock and Option Award Values Reported in SCT for the Covered Year ($) |
|
|
2,049,847 |
|
|
|
2,879,869 |
|
|
|
3,984,233 |
|
|
|
|
|
Plus: Average Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) |
|
|
4,481,168 |
|
|
|
1,740,956 |
|
|
|
3,342,165 |
|
|
|
|
|
Plus: Average Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years that Remain Unvested at End of Year ($) |
|
|
3,553,840 |
|
|
|
(1,537,416 |
) |
|
|
89,008 |
|
|
|
|
|
Plus: Average Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) |
|
|
— |
|
|
|
49,286 |
|
|
|
— |
|
|
|
|
|
Plus: Average Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) |
|
|
1,400,981 |
|
|
|
(909,763 |
) |
|
|
156,341 |
|
|
|
|
|
Less: Average Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) |
|
|
358,030 |
|
|
|
801,958 |
|
|
|
— |
|
|
|
|
|
Less: Average Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Plus: Average Aggregate Service Cost and Prior Service Cost for Pension Plans ($) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Average Compensation Actually Paid ($) |
|
|
10,886,010 |
|
|
|
357,693 |
|
|
|
5,131,714 |
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
Compensation Actually Paid and Cumulative TSR and Relationship between Company TSR and S&P 500 Industrials TSR The graphs below also illustrate the relationship between our cumulative TSR and the S&P 500 Industrials Index TSR.
|
|
|
| Compensation Actually Paid vs. Net Income |
Compensation Actually Paid and Net Income The graphs below illustrate the relationship between CAP and our Net Income
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
Compensation Actually Paid and EBIT Growth The graphs below illustrate the relationship between our CAP and our EBIT Growth.
|
|
|
| Total Shareholder Return Vs Peer Group |
Compensation Actually Paid and Cumulative TSR and Relationship between Company TSR and S&P 500 Industrials TSR The graphs below also illustrate the relationship between our cumulative TSR and the S&P 500 Industrials Index TSR.
|
|
|
| Tabular List, Table |
Most Important Measures to Determine Fiscal 2023 Compensation Actually Paid The six performance measures listed below represent the most important metrics we used to link CAP to financial performance for fiscal 2023 as further described in our CD&A.
|
| |
Most Important Performance Measures: |
| |
|
| |
|
| |
• Free Cash Flow Conversion |
| |
• Pre-tax Earnings Growth |
| |
|
| |
|
|
|
|
| Total Shareholder Return Amount |
$ 139
|
126
|
170
|
| Peer Group Total Shareholder Return Amount |
131
|
108
|
129
|
| Net Income (Loss) |
$ 1,849,000,000
|
$ 1,532,000,000
|
$ 1,637,000,000
|
| Company Selected Measure Amount |
0.169
|
0.114
|
0.116
|
| PEO Name |
Mr. Olivier
|
|
|
| Measure:: 1 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
EBIT Growth
|
|
|
| Non-GAAP Measure Description |
Company-selected measure is EBIT Growth. The definition and methodology used to calculate EBIT Growth are found in the CD&A on page 58.
|
|
|
| Measure:: 2 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Revenue Growth
|
|
|
| Measure:: 3 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Free Cash Flow Conversion
|
|
|
| Measure:: 4 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Pre-tax Earnings Growth
|
|
|
| Measure:: 5 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Recurring Revenue
|
|
|
| Measure:: 6 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Relative TSR
|
|
|
| PEO | Stock and Option Award Values Reported in SCT [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
$ 12,051,566
|
$ 11,757,722
|
$ 10,003,112
|
| PEO | Fair Value for Stock and Option Awards [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
9,802,917
|
7,172,702
|
21,031,885
|
| PEO | Change in Fair Value of Outstanding Unvested Stock and Option Awards [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
370,707
|
(8,661,335)
|
19,124,503
|
| PEO | Fair Value as of Vesting Date for Awards Granted [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
| PEO | Change in Fair Value of Stock and Option Awards from Prior years [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
2,015,918
|
(3,442,554)
|
7,836,229
|
| PEO | Fair Value of Stock and Option Awards Forfeited during the Covered Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
| PEO | Change in Actuarial Present Value of Accumulated Benefit [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
| PEO | Average Aggregate Service Cost and Prior Service Cost for Pension Plans [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
| Non-PEO NEO | Stock and Option Award Values Reported in SCT [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
3,984,233
|
2,879,869
|
2,049,847
|
| Non-PEO NEO | Fair Value for Stock and Option Awards [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
3,342,165
|
1,740,956
|
4,481,168
|
| Non-PEO NEO | Change in Fair Value of Outstanding Unvested Stock and Option Awards [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
89,008
|
(1,537,416)
|
3,553,840
|
| Non-PEO NEO | Fair Value as of Vesting Date for Awards Granted [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
49,286
|
0
|
| Non-PEO NEO | Change in Fair Value of Stock and Option Awards from Prior years [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
156,341
|
(909,763)
|
1,400,981
|
| Non-PEO NEO | Fair Value of Stock and Option Awards Forfeited during the Covered Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
801,958
|
358,030
|
| Non-PEO NEO | Change in Actuarial Present Value of Accumulated Benefit [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
| Non-PEO NEO | Average Aggregate Service Cost and Prior Service Cost for Pension Plans [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
$ 0
|
$ 0
|
$ 0
|