8-KLeadership ChangesExhibits & Filings

Johnson Controls International plc 8-K Report, Executive Changes (Jun 13, 2018)

Filed June 13, 2018For Securities:JCI

Summary

Johnson Controls International plc (JCI) announced a significant change in its board composition with the appointment of Jean Blackwell as a new director. Ms. Blackwell's appointment is effective immediately and her term will conclude at the company's next annual general meeting, where she is expected to seek re-election. She has also been appointed to the Compensation Committee, indicating a focus on executive and director compensation oversight. Ms. Blackwell's compensation will align with the company's standard director compensation policies, including a pro-rata restricted stock unit (RSU) award valued at approximately $116,250. This award vests prior to the 2019 Annual General Meeting, aligning her interests with long-term shareholder value. The company has also entered into standard indemnification agreements with Ms. Blackwell to protect her in connection with her board service, a common practice for directors.

Key Highlights

  • 1Jean Blackwell appointed as a new member of Johnson Controls International plc's Board of Directors.
  • 2Ms. Blackwell's appointment is effective June 13, 2018, with a term expiring at the next annual general meeting.
  • 3She has been appointed to serve on the Compensation Committee of the Board.
  • 4Ms. Blackwell will receive standard director compensation, including a restricted stock unit (RSU) award valued at approximately $116,250.
  • 5The RSU award is scheduled to vest one day prior to the 2019 Annual General Meeting of Shareholders.
  • 6Standard indemnification agreements have been entered into with Ms. Blackwell to cover her board service.
  • 7There are no disclosed related party transactions involving Ms. Blackwell.

Frequently Asked Questions

Jean Blackwell has been appointed as a new director to the Johnson Controls International plc Board. While the filing doesn't detail her specific qualifications, such appointments typically aim to enhance the board's expertise, diversity, or independence. She will serve a term expiring at the next annual general meeting.

Ms. Blackwell will receive compensation in line with the company's standard arrangements for non-employee directors. This includes a restricted stock unit (RSU) award with a grant date fair value of approximately $116,250, which is a pro-rata portion of a full-year award. The RSUs will vest prior to the 2019 Annual General Meeting.

According to the filing, there are no related party transactions involving Ms. Blackwell that require disclosure. Furthermore, there are no disclosed arrangements or understandings between Ms. Blackwell and any other individuals regarding her selection, suggesting an independent appointment.

The Compensation Committee typically oversees executive and director compensation policies and decisions. Ms. Blackwell's appointment to this committee suggests she will play a role in the governance and approval of compensation matters for the company's leadership, which is a key area of focus for investors.