8-KLeadership ChangesExhibits & Filings

Johnson Controls International plc 8-K Report, Executive Changes (May 8, 2012)

Filed May 8, 2012For Securities:JCI

Summary

This 8-K filing from Tyco International Ltd. (operating under the JCI ticker symbol at the time of the filing, though the filing itself pertains to Tyco International Ltd.) on May 8, 2012, announces significant executive appointments and compensation adjustments. Notably, Arun Nayar has been appointed as the new Executive Vice President and Chief Financial Officer, effective upon the closing of the previously announced separation of the company. His compensation package includes a base salary of $500,000, an annual incentive bonus target of $400,000, and substantial long-term equity awards for fiscal year 2013 valued at $1,300,000. Furthermore, the filing details compensation changes for Judith Reinsdorf, Executive Vice President and General Counsel. She will continue to participate in the annual long-term incentive program with expected equity awards of $1,500,000 for fiscal year 2013. In recognition of her work on the separation transactions, Ms. Reinsdorf also received a one-time grant of restricted stock units valued at $400,000 and is eligible for a $200,000 cash bonus upon successful completion of the separation. These changes are being made in anticipation of Tyco's separation, indicating a strategic restructuring phase for the company.

Key Highlights

  • 1Arun Nayar appointed as Executive Vice President and Chief Financial Officer, effective upon company separation.
  • 2Nayar's annual base salary set at $500,000.
  • 3Nayar eligible for annual incentive compensation with a target bonus of $400,000.
  • 4Nayar to receive fiscal year 2013 long-term incentive equity awards valued at $1,300,000, split between stock options, performance share units, and restricted stock units.
  • 5Judith Reinsdorf, EVP and General Counsel, to receive fiscal year 2013 long-term incentive equity awards valued at $1,500,000.
  • 6Reinsdorf received a one-time grant of $400,000 in restricted stock units and is eligible for a $200,000 bonus for her work on separation transactions.
  • 7These executive compensation adjustments are linked to the company's ongoing separation and restructuring activities.

Frequently Asked Questions

Arun Nayar has been appointed as the Executive Vice President and Chief Financial Officer of Tyco International Ltd., effective upon the closing of the previously announced separation of the company.

Mr. Nayar will receive an annual base salary of $500,000, be eligible for annual incentive compensation with a target bonus of $400,000, and is expected to receive long-term equity awards valued at $1,300,000 for fiscal year 2013. He will also continue to participate in standard employee benefit plans and may receive a cash payment related to the separation closing.

Yes, Judith Reinsdorf, Executive Vice President and General Counsel, will continue to participate in the annual long-term incentive program with expected equity awards of $1,500,000 for fiscal year 2013. Additionally, she received a one-time grant of restricted stock units valued at $400,000 and is eligible for a $200,000 cash bonus for her contributions to the separation transactions.

These changes are directly related to Tyco International's previously announced separation transaction. The appointments and compensation adjustments for key executives like the CFO and General Counsel are in preparation for this significant corporate restructuring and signal the importance of their roles during this transitional period.