Johnson Controls International (JCI) Proxy Filing summary

Executive summary

• Achieved strong financial results in fiscal 2025, with revenue of $23.6B (up 3%, 6% organic), GAAP EPS of $2.63 (up 26%), and adjusted EPS of $3.76 (up 17%).

• CEO succession completed: Joakim Weidemanis appointed CEO in March 2025, with separation of CEO and Board Chair roles to enhance governance.

• Record backlog of $15B (up 13%), 7% order growth, and top quartile three-year total shareholder return relative to S&P 500 Industrials.

• Launched proprietary business system focused on operational improvement, lean execution, and digital/AI scalability.

• Advanced sustainability leadership, exceeding 2025 targets for greenhouse gas and energy intensity reductions.

Voting matters and shareholder proposals

• Election of 11 directors for one-year terms.

• Ratification of PricewaterhouseCoopers LLP as independent auditors and authorization for Audit Committee to set remuneration.

• Authorization for market purchases of up to 10% of issued shares and determination of price range for re-allotment of treasury shares.

• Advisory vote on executive compensation (say-on-pay).

• Authorization for directors to allot up to 20% of issued share capital and waiver of statutory pre-emption rights for up to 20% of capital.

Board of directors and corporate governance

• Board comprises 11 nominees, 10 of whom are independent; diverse in skills, experience, and tenure.

• Board Chair and CEO roles separated; Mark Vergnano appointed as independent Board Chair.

• Three fully independent standing committees: Audit, Compensation and Talent Development, Governance and Sustainability.

• Annual board and committee self-assessments, robust director share ownership requirements, and no shareholder rights plan.

• Active board refreshment, with five new directors in the last three years.