8-KLeadership Changes

Johnson Controls International plc 8-K Report, Executive Changes (Dec 2, 2014)

Filed December 2, 2014For Securities:JCI

Summary

This 8-K filing from Johnson Controls International plc (though filed under the predecessor name Tyco International plc) details adjustments to the executive compensation for its CEO, George R. Oliver, and CFO, Arun Nayar. The primary change involves increased equity awards for both executives, effective November 25, 2014. Mr. Oliver's long-term equity grant saw a 25% increase to a target fair value of $7.5 million, split equally between stock options and performance share units for fiscal year 2015. Mr. Nayar's fiscal year 2015 equity awards increased by 15% to $1.5 million, comprising a mix of stock options, performance share units, and restricted stock units. These adjustments signal a commitment to retaining and incentivizing key leadership through equity-based compensation.

Key Highlights

  • 1CEO George R. Oliver's long-term equity grant increased by 25% to $7.5 million for fiscal year 2015.
  • 2CFO Arun Nayar's fiscal year 2015 equity awards increased by 15% to $1.5 million.
  • 3Oliver's long-term equity award was split equally between stock options and performance share units.
  • 4Nayar's award was diversified: 40% stock options, 40% performance share units, and 20% restricted stock units.
  • 5Stock options and restricted stock units for Mr. Nayar vest ratably over four years.
  • 6Performance share units for Mr. Nayar cliff vest after three years, contingent on performance metrics.
  • 7A specific clause allows for full vesting of Mr. Nayar's equity awards upon retirement, subject to Committee discretion and achievement of finance transformation/succession goals, to ensure a smooth transition.

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