8-KLeadership ChangesExhibits & Filings

Johnson Controls International plc 8-K Report, Executive Changes (Nov 22, 2013)

Filed November 22, 2013For Securities:JCI

Summary

This 8-K filing from Johnson Controls International plc (filed under its previous name Tyco International Ltd. in 2013) reports on changes to the compensation of its Chief Executive Officer, George R. Oliver. Effective January 1, 2014, Mr. Oliver's base salary will increase, and his target annual incentive bonus percentage will be raised. Additionally, the grant date fair value of his long-term equity incentive award for fiscal year 2014 has been increased. These adjustments reflect an enhancement of the CEO's compensation package, with a specific focus on increasing both short-term (bonus) and long-term (equity) incentives. The long-term equity award will be split equally between stock options and performance share units, subject to the terms of the company's 2012 Stock and Incentive Plan, signaling continued alignment between executive compensation and company performance.

Key Highlights

  • 1CEO George R. Oliver's annual salary to increase from $975,000 to $1,000,000, effective January 1, 2014.
  • 2Target annual incentive bonus for the CEO will increase from 100% of salary to 125% of salary.
  • 3Grant date fair value of CEO's annual long-term equity grant increased from $5 million to $6 million.
  • 4Fiscal 2014 long-term equity award for the CEO is split equally between stock options and performance share units.
  • 5Awards are governed by the terms of the Tyco International Ltd. 2012 Stock and Incentive Plan.
  • 6The filing details changes approved by the Compensation and Human Resources Committee of the Board of Directors.

Frequently Asked Questions

Effective January 1, 2014, CEO George R. Oliver's annual salary will increase to $1,000,000 from $975,000. His target annual incentive bonus will rise from 100% to 125% of his salary, and the fair value of his annual long-term equity grant will increase from $5 million to $6 million.

For fiscal year 2014, the CEO's long-term equity award is divided equally between stock options and performance share units. These awards are subject to the standard terms and conditions of the company's 2012 Stock and Incentive Plan.

The compensation changes were approved by the Compensation and Human Resources Committee of the Board of Directors of Tyco International Ltd. (now Johnson Controls International plc).

These adjustments signal an increased investment in executive incentives, aiming to further align the CEO's interests with those of shareholders by increasing both short-term performance-based bonuses and long-term equity awards. The shift towards performance-based equity components (performance share units) suggests a focus on achieving specific company goals.