8-KLeadership ChangesExhibits & Filings

Johnson Controls International plc 8-K Report, Executive Changes (Oct 12, 2010)

Filed October 12, 2010For Securities:JCI

Summary

This 8-K filing reports a significant leadership change within Tyco International Ltd., specifically concerning the Chief Financial Officer (CFO) role. Frank S. Sklarsky has been appointed as the new Executive Vice President and CFO, effective December 1, 2010. This appointment coincides with the resignation of the current CFO, Christopher J. Coughlin, who will transition out of his role by December 1, 2010, and remain with the company in an advisory capacity until his retirement in 2011. Investors should note the comprehensive compensation package offered to Mr. Sklarsky, including a substantial base salary, annual incentives, and significant equity awards, reflecting the company's investment in experienced financial leadership. The filing details Mr. Sklarsky's extensive background, including his previous CFO roles at Eastman Kodak Company and ConAgra Foods, Inc., as well as his long tenure at Chrysler. This depth of experience in financial leadership positions is a key takeaway for investors assessing the company's strategic direction and financial stewardship going forward. The details of his employment offer, including salary, bonuses, and vesting schedules for equity, are outlined, providing transparency into the financial arrangements associated with this key executive hire.

Key Highlights

  • 1Appointment of Frank S. Sklarsky as Executive Vice President and Chief Financial Officer (CFO), effective December 1, 2010.
  • 2Resignation of current CFO, Christopher J. Coughlin, effective December 1, 2010, with continued advisory role until retirement in 2011.
  • 3Mr. Sklarsky brings extensive financial leadership experience from previous roles at Eastman Kodak Company, ConAgra Foods, Inc., and Chrysler.
  • 4Mr. Sklarsky's compensation package includes an annual base salary of $700,000.
  • 5Eligibility for annual incentive compensation with a target of $700,000 for fiscal year 2011.
  • 6Significant equity awards for fiscal year 2011 totaling $2,000,000, split among stock options, performance share units, and restricted stock units.
  • 7A $500,000 sign-on bonus is provided, subject to repayment if employment is voluntarily terminated within one year.

Frequently Asked Questions

Frank S. Sklarsky has been appointed as the new Executive Vice President and Chief Financial Officer (CFO) of Tyco International Ltd. His appointment is effective as of the close of business on December 1, 2010.

Mr. Sklarsky will receive an annual base salary of $700,000. He is also eligible for annual incentive compensation with a target of $700,000 for fiscal year 2011. Additionally, he will receive substantial equity awards valued at $2,000,000 for fiscal year 2011, a $500,000 sign-on bonus (subject to repayment under certain conditions), and a one-time sign-on grant of restricted stock units totaling $1,875,000, along with eligibility for the company's flexible perquisite program ($70,000 annually) and standard executive benefit plans.

Christopher J. Coughlin will resign from his position as Executive Vice President and CFO effective December 1, 2010. He will remain with Tyco International in an advisory capacity to assist with certain projects until his retirement in 2011.

Mr. Sklarsky has a strong financial background. Most recently, he served as the Executive Vice President and CFO of Eastman Kodak Company since November 2006. Prior to that, he was the Executive Vice President and CFO at ConAgra Foods, Inc. (2004-2006). He also spent 20 years in senior financial leadership roles at Chrysler and has held other executive finance positions with Dell, Inc. He began his career at Ernst & Young.