Johnson Controls International plc filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chief Executive Officer Succession
On February 5, 2025, Johnson Controls International plc (the “Company”) announced that Joakim Weidemanis, 55, will join the Company and succeed George Oliver as the Company’s Chief Executive Officer and principal executive officer. Mr. Weidemanis is expected to join the Company and assume the role of Chief Executive Officer on March 12, 2025, immediately following the Company’s Annual General Meeting of Shareholders. The Company expects that Mr. Weidemanis will be appointed as a member of the Board of Directors following his succession to the role of Chief Executive Officer. Following this transition, Mr. Oliver will continue to serve as the Chairman of the Board of Directors of the Company until July 31, 2025, and will retire from the Board of Directors on that date. Following Mr. Oliver’s retirement from the Board of Directors, Mark Vergnano will serve as the independent Chairman of the Board of Directors.
Mr. Weidemanis previously served as Executive Vice President of Danaher Corporation, a global science and technology company, a position he held from 2017 until 2024. In this role, Mr. Weidemanis was most recently responsible for Danaher’s Diagnostics group of businesses, as well as all of Danaher’s operations in China. Prior to this, Mr. Weidemanis was responsible for the Product ID and Water Quality groups of businesses. Prior to becoming Executive Vice President, Mr. Weidemanis held various management positions within Danaher from 2011 until 2017. Prior to joining Danaher, Mr. Weidemanis served as Head of Product Inspection Division of Mettler Toledo from 2005 until 2011. From 1995 until 2005, Mr. Weidemanis served in various operating and corporate development roles at ABB Ltd. Mr. Weidemanis has served as a director on the board of Assa Abloy, a global leader in access solutions, since 2020.
In connection with Mr. Weidemanis’ appointment, he will (1) receive a base salary of $1,500,000, (2) participate in the Company’s Annual Incentive Performance Program for fiscal year 2025, with a maximum bonus capped at 320% of his base salary and pro-rated for his start date and (3) receive pro-rated long-term equity incentive awards consistent with the awards granted to the Company’s senior executives, consisting of a mix of performance share units, share options and restricted share units. For fiscal year 2025, Mr. Weidemanis will receive pro-rated long term incentive award grants with a total aggregate value of $10,000,000 consisting of three-year performance share units with a value of $5,000,000, restricted share units with a value of $2,500,000 and share options with a value of $2,500,000. For fiscal year 2026, Mr. Weidemanis will receive long term incentive award grants with a total aggregate value of $12,000,000 consisting of performance share units with a value of $6,000,000, restricted share units with a value of $3,000,000 and share options with a value of $3,000,000, in each case, to be granted in accordance with the Company’s annual long term award practices in the first quarter of fiscal year 2026. In connection with his appointment as CEO, Mr. Weidemanis will also receive a one-time equity grant on March 12, 2025 with a grant date value of $5,000,000 consisting of (1) 75% performance share units under the Company’s fiscal year 2024-2026 Long-Term Incentive Performance Program that will vest in December 2026 contingent on the achievement of the performance goals established under such program, and (2) 25% in share options that will vest 50% after one year from date of grant and the remaining 50% on December 7, 2026 and can be exercised up to 10 years from the date of grant. Mr. Weidemanis will be eligible to participate in all employee benefit plans generally available to senior executives of the Company, which are more fully described in the Company’s definitive proxy statement (“Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on January 21, 2025. Mr. Weidemanis will also be subject to the Company’s Severance and Change in Control Policy, which is described in the Company’s Proxy Statement.
Each of the Company and its wholly owned subsidiary, Tyco Fire & Security (US) Management, LLC (“Tyco F&S”), will indemnify Mr. Weidemanis pursuant to Indemnification Agreements in the same form as used with other directors and officers of the Company. The form indemnification agreements provide that, to the fullest extent permitted by law, the Company and/or Tyco F&S will indemnify each officer against expenses (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the officer in connection with any claim against the officer as a result of the officer’s service as an officer or director of the Company. The summaries of the material terms of the form indemnification agreements set forth above are qualified in their entirety by reference to the full text of the applicable agreements. (See Exhibit 10.7 and Exhibit 10.8, respectively, to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2024, which exhibits are incorporated herein by reference).
There are no transactions since the beginning of the Company’s last fiscal year in which the Company is a participant and in which Mr. Weidemanis or any members of his immediate family have any interest that are required to be reported under Item 404(a) of Regulation S-K. No family relationships exist between Mr. Weidemanis and any of the Company’s directors or executive officers. The appointment of Mr. Weidemanis was not pursuant to any arrangement or understanding between him and any person, other than a director or executive officer of the Company acting in his or her official capacity.
George Oliver Employment Transition Agreement
On February 5, 2025, the Company entered into an Employment Transition Agreement with Mr. Oliver. Pursuant to the Employment Transition Agreement, Mr. Oliver will retire as Chief Executive Officer of the Company immediately following the Company’s Annual General Meeting of Shareholders on March 12, 2025 (the “Retirement Date”). Following the Retirement Date through July 31, 2025, Mr. Oliver will continue in the role of Chairman of the Board of Directors of the Company and receive compensation consisting of an annual cash retainer of $145,000, pro-rated for the period between the Retirement Date and Mr. Oliver’s retirement from the Board of Directors. In addition, to compensate Mr. Oliver for serving as non-executive Chairman, the Company will pay Mr. Oliver a supplemental annual cash retainer with an annualized value of $200,000, pro-rated for the period between the Retirement Date and Mr. Oliver’s retirement from the Board of Directors.
Following Mr. Oliver’s retirement from the Board of Directors, Mr. Oliver will serve as an advisor to the Company from August 1, 2025 until December 31, 2025 or until such earlier termination date as specified by Mr. Oliver or the Company pursuant to the Employment Transition Agreement. Mr. Oliver will receive a fee of $75,000 per month for his advisory services beginning August 1, 2025 and pro-rated for any partial period of monthly service.
Pursuant to the Employment Transition Agreement, Mr. Oliver will be entitled to a pro-rated award under the Company’s fiscal year 2025 Annual Incentive Performance Program for the period from October 1, 2024 until the Retirement Date, contingent on the achievement of the performance goals established for the program. In addition, while Mr. Oliver is in service with the Company in any capacity, (1) any performance share units held by Mr. Oliver that are outstanding as of the Retirement Date shall remain eligible to vest and be earned, and a pro rata portion of any remaining unvested and unearned portion of such units at the time of Mr. Oliver’s separation from service shall remain eligible to vest and be earned based on actual performance following the end of the applicable three-fiscal-year performance period, (2) any unvested restricted share units held by Mr. Oliver that are outstanding as of the Retirement Date will continue to vest on their regular vesting schedule, and upon Mr. Oliver’s separation from service with the Company, any then-remaining unvested portion of such units shall vest on a pro rata basis and (3) any unvested Company share options held by Mr. Oliver that are outstanding as of the Retirement Date will continue to vest on their regular vesting schedule, and upon Mr. Oliver’s separation from service from the Company, any remaining unvested portion of such options shall vest on a pro rata basis and remain exercisable until the tenth anniversary of the options’ respective grant dates.
The description of the Employment Transition Agreement herein is a summary and is qualified in its entirety by the terms of the Employment Transition Agreement. A copy of the Employment Transition Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Marc Vandiepenbeeck Retention Award
On February 3, 2025, the Compensation and Talent Development Committee of the Board approved a special retention restricted stock unit (RSU) award (the “Retention Award”) for Marc Vandiepenbeeck, the Company’s Executive Vice President and Chief Financial Officer. The Retention Award consists of a grant of RSUs with a grant date of March 12, 2025 and a grant date fair value of $5,000,000. The Retention Award will cliff vest on the fifth anniversary of the date of grant, subject to continued employment until such date. In the event of an involuntary not for cause termination prior to the vesting date, the Retention Award will vest on a pro-rata basis based on the number of full months actively employed in the vesting term. In the event of a termination as a result of death or disability prior to the vesting date, the Retention Award will vest in full. In the event of any other termination, including retirement, voluntary and termination “for cause”, the Retention Award will be forfeited. The terms of the Retention Award are governed by the Company’s standard terms of and conditions for restricted share/unit awards, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, as filed with the SEC on February 1, 2023, which is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On February 5, 2025, the Company issued a press release announcing that Mr. Weidemanis will serve as the next Chief Executive Officer of the Company. A copy of the press release announcing the appointment of Mr. Weidemanis is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information contained in this Item 7.01, including the accompanying Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JOHNSON CONTROLS INTERNATIONAL PLC | |||
| Date: February 5, 2025 | By: | /s/ Richard J. Dancy | |
| Name: | Richard J. Dancy | ||
| Title: | Vice President and Corporate Secretary | ||