01—Abstract
Summary
Summary of the 8-K filed November 9, 2017. Cited figures are marked; the original filing is the authoritative source.
Johnson Controls International plc (JCI) announced significant executive leadership changes effective mid-November and early December 2017.
Judith A. Reinsdorf, Executive Vice President and General Counsel, is departing the company but will remain through January 2018 to ensure a smooth transition. Her departure is classified as a 'Good Reason Resignation' under the Tyco International Change in Control Severance Plan, entitling her to substantial severance benefits, including double her base salary and target bonus, pro-rata bonus for FY18, continued benefits, and accelerated vesting of certain equity awards.
Simultaneously, Suzanne M. Vincent will transition from her role as Vice President, Corporate Controller, and Principal Accounting Officer to Vice President and Chief Financial Officer of the Power Solutions segment, effective December 1, 2017. This change involved an amendment to her Change of Control Executive Employment Agreement.
Robert VanHimbergen has been appointed as the new Vice President and Corporate Controller and Principal Accounting Officer, effective December 1, 2017. Mr. VanHimbergen brings prior experience from Johnson Controls and a joint venture in the automotive sector and will be subject to standard executive compensation and indemnification arrangements.
02—Key points
Key Highlights
- Judith A. Reinsdorf, EVP and General Counsel, resigns effective November 15, 2017, but will assist with transition until January 2018.
- Ms. Reinsdorf's departure qualifies for a 'Good Reason Resignation' under the CIC Plan, leading to significant severance, including 2x base salary + target bonus.
- Ms. Reinsdorf will receive pro-rata target bonus for FY18 and accelerated vesting of pre-merger stock options and restricted units.
- Suzanne M. Vincent will move from Corporate Controller/PAO to VP & CFO of Power Solutions, effective December 1, 2017.
- Robert VanHimbergen appointed as new VP, Corporate Controller and Principal Accounting Officer, effective December 1, 2017.
- Mr. VanHimbergen's appointment includes standard executive compensation, equity, and indemnification agreements.
03—Questions
Frequently Asked Questions
What are the financial implications of Judith Reinsdorf's departure for JCI?
Ms. Reinsdorf's departure triggers significant severance costs, primarily a lump sum payment equal to two times her base salary and target annual bonus, along with a pro-rata portion of her target annual bonus for fiscal 2018. Additionally, certain unvested equity awards will vest, impacting the company's equity compensation expense.
Why is Judith Reinsdorf receiving these severance benefits?
Her resignation is classified as a 'Good Reason Resignation' under the Tyco International Change in Control Severance Plan. This classification typically arises from specific circumstances defined in her employment agreement, often related to changes in her role, responsibilities, or reporting structure following corporate events like the merger.
What is the significance of Suzanne Vincent's role change?
Suzanne Vincent's transition from Corporate Controller/Principal Accounting Officer to Vice President and Chief Financial Officer of the Power Solutions segment signifies a strategic move within the company's financial leadership. This change indicates a focus on strengthening financial oversight within a key operating division.
What is the background of the new Corporate Controller, Robert VanHimbergen?
Robert VanHimbergen, age 41, joined JCI in 2007 and has held various corporate and Power Solutions positions. He most recently served as the CFO of a joint venture, Yanfeng Global Automotive Interior Systems. His appointment as Corporate Controller and Principal Accounting Officer brings a combination of internal JCI experience and external leadership roles.
04—Continue