Johnson Controls International (JCI) DEF 14ADefinitive proxy

Leading the Evolution of Smart, Healthy & Sustainable Buildings

CAUTIONARY STATEMENTS FOR FORWARD-LOOKING INFORMATION

We have made statements in this Proxy Statement that are forward-looking and therefore are subject to risks and uncertainties. All statements in this document other than statements of historical fact are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may appear throughout this Proxy Statement, including the Proxy Summary, Compensation Discussion & Analysis and Governance of the Company—Sustainability. Words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “forecast,” “project” or “plan” and terms of similar meaning are also generally intended to identify forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. We caution that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond our control, that could cause our actual results to differ materially from those expressed or implied by such forward-looking statements. A detailed discussion of risks related to our business is included in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the 2023 fiscal year filed with the SEC on December 14, 2023, as supplemented by any subsequently filed Quarterly Report on Form 10-Q. Shareholders, potential investors and others should consider these factors in evaluating the forward-looking statements and should not place undue reliance on such statements. The forward-looking statements included in this Proxy Statement are made only as of the date of this document, unless otherwise specified, and, except as required by law, we assume no obligation, and disclaim any obligation, to update such statements to reflect events or circumstances occurring after the date of this Proxy Statement.

WEBSITE INFORMATION

This Proxy Statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

Shaping the Next Generation of Smart, Healthy, and Sustainable Buildings

		Dear Shareholders,   For nearly 140 years, Johnson Controls has been a world leader in smart buildings, creating and driving the future of safe, healthy and sustainable spaces. In 2023, a year characterized by industry-wide headwinds, we delivered strong fiscal year 2023 performance, all while maintaining operational integrity and enhancing the value proposition we provide to customers. I am extremely proud of how we have come together as one team to navigate 2023’s dynamic environment and provide value for our shareholders.   Our strategy of driving growth across the business allowed us to accelerate our solution offerings, increase efficiency, and reduce costs through a multi-year productivity program. In turn, we delivered on our commitment to return capital to shareholders, deploying over $1.6 billion in cash through dividends and share repurchases.

At the same time, we continue to prioritize investing in our business to support our strategy and position us to capitalize on the growth we expect to see over the next decade. These investments expanded our total building solutions offering, which defines our competitive edge and continues to resonate with customers.

Our differentiated digital platform, OpenBlue helps our customers protect their investments and achieve the lowest lifecycle cost. In fiscal 2023 alone, we more than doubled our connected assets on the platform, allowing us to not only better serve our customers, but also capture valuable data that enables more effective and proactive use of our industry-leading service organization of over 20,000 professionals.

Leading the way in sustainability for our customers and in our operations

At Johnson Controls, sustainability is at the heart of what we do. Our energy-efficient equipment, clean electrification technologies, and systematic digitalization for both old and new buildings help customers achieve their sustainability goals and accelerate the transition to a low-carbon future.

We are ahead of schedule on our own net zero journey, having signed the Climate Pledge to reach net zero by 2040, 10 years ahead of the Paris Agreement. Furthermore, we are well ahead on our goal to reach a 55% decrease in operational emissions by 2030.

Continued Board refreshment

I am pleased to announce that the Board has nominated Timothy Archer and Seetarama “Swamy” Kotagiri to serve as new directors. The Board believes that Tim and Swamy each bring a wealth of knowledge and experience that will help guide the Company on its journey to be a leader in smart, healthy, and sustainable buildings. I also would like to thank Mike Daniels, who is retiring from the Board, for his many contributions and years of service as a director.

Looking forward to 2024

Looking ahead, we are energized by strong momentum in our industry-leading service business and a historic backlog. We believe there is an incredible opportunity ahead of us as customers, communities and governments increase their focus on sustainable and healthy buildings, and Johnson Controls will play a pivotal role in achieving their goals. Thank you,

George R. Oliver

Chairman and Chief Executive Officer

Notice of Annual General Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the 2024 Annual General Meeting of Shareholders of Johnson Controls International plc will be held on March 13, 2024 at The Merrion Hotel, 24 Upper Merrion Street, Dublin 2, Ireland at 3:00 pm, local time for the following purposes:

Ordinary Business

Special Business

This notice of Annual General Meeting and Proxy Statement and the enclosed proxy card are first being sent on or about January 19, 2024 to each holder of record of the Company’s ordinary shares at the close of business on January 8, 2024. The record date for the entitlement to vote at the Annual General Meeting is January 8, 2024 and only registered shareholders of record on such date are entitled to notice of, and to attend and vote at, the Annual General Meeting and any adjournment or postponement thereof. During the meeting, management will also present the Company’s Irish Statutory Accounts for the fiscal year ended September 30, 2023. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card to ensure that your shares are represented at the meeting. Shareholders of record who attend the meeting may vote their shares personally, even though they have sent in proxies. In addition to the above resolutions, the business of the Annual General Meeting shall include, prior to the proposal of the above resolutions, the consideration of the Company’s statutory financial statements and the report of the Directors and of the statutory auditors and a review by the shareholders of the Company’s affairs.

Your vote is important and we encourage you to submit your proxy as soon as possible so that your shares will be represented at the meeting. This can be done in advance of the Annual General Meeting by availing of one of the voting options detailed in the accompanying Proxy Statement. In addition, details of the business to be presented at the meeting can also be found in the accompanying Proxy Statement.

This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 are available to shareholders at www.proxyvote.com and are also available in the Investor Relations section of our website at http://investors.johnsoncontrols.com. The Company’s Irish Statutory Accounts will also be available at those locations at least 21 days before the date of the Annual General Meeting.

January 19, 2024

PLEASE PROMPTLY COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD. THE PROXY IS REVOCABLE AND IT WILL NOT BE USED IF YOU: GIVE WRITTEN NOTICE OF REVOCATION TO THE PROXY PRIOR TO THE VOTE TO BE TAKEN AT THE MEETING; SUBMIT A LATER-DATED PROXY; OR ATTEND AND VOTE PERSONALLY AT THE MEETING.

ANY SHAREHOLDER ENTITLED TO ATTEND AND VOTE AT THE MEETING MAY APPOINT ONE OR MORE PROXIES USING THE ENCLOSED PROXY CARD (OR THE FORM IN SECTION 184 OF THE COMPANIES ACT 2014) TO ATTEND, SPEAK AND VOTE ON THAT SHAREHOLDER’S BEHALF. THE PROXY NEED NOT BE A SHAREHOLDER. PROXIES MAY BE APPOINTED VIA THE INTERNET OR PHONE IN THE MANNER SET OUT IN THE ENCLOSED PROXY CARD. ALTERNATIVELY, THEY MAY BE APPOINTED BY DEPOSITING THE ENCLOSED PROXY CARD (OR OTHER VALID SIGNED INSTRUMENT OF PROXY) WITH JOHNSON CONTROLS INTERNATIONAL PLC, C/O BROADRIDGE, 51 MERCEDES WAY, EDGEWOOD, NY 11717 BY 5:00 P.M., EASTERN STANDARD TIME, ON MARCH 12, 2024 (WHICH WILL THEN BE FORWARDED TO JOHNSON CONTROLS INTERNATIONAL PLC’S REGISTERED ADDRESS ELECTRONICALLY) OR WITH JOHNSON CONTROLS INTERNATIONAL PLC, ONE ALBERT QUAY, CORK, IRELAND BY 5:00 P.M. LOCAL TIME ON MARCH 12, 2024. IF YOU WISH TO APPOINT A PERSON OTHER THAN THE INDIVIDUAL SPECIFIED IN THE ENCLOSED PROXY CARD, PLEASE CONTACT OUR COMPANY SECRETARY AND ALSO NOTE THAT YOUR NOMINATED PROXY MUST ATTEND THE MEETING IN PERSON IN ORDER FOR YOUR VOTES TO BE CAST.

TABLE OF CONTENTS

Unless we have indicated otherwise in this Proxy Statement, references to the “Company,” “Johnson Controls,” “we,” “us,” “our” and similar terms refer to Johnson Controls International plc and its consolidated subsidiaries.

2024 Notice and Proxy Statement        i

PROXY SUMMARY

This proxy summary is intended to provide a broad overview of our 2023 performance, corporate governance and compensation highlights. As this is only a summary, we encourage you to read the entire Proxy Statement for more information prior to voting.

Annual General Meeting of Shareholders

Admission. All shareholders are invited to attend. Registration will occur on day of meeting. Your vote is important and we encourage you to submit your proxy as soon as possible so that your shares will be represented at the meeting. This can be done in advance of the Annual General Meeting by availing of one of the voting options detailed in this Proxy Statement. In addition, details of the business to be presented at the meeting can also be found in this Proxy Statement.

Meeting Agenda and Voting Matters

2024 Notice and Proxy Statement        1

Proxy Summary  ›  Fiscal Year 2023 In Review

Fiscal Year 2023 In Review

* See Annex A to this Proxy Statement for a reconciliation of adjusted EPS from continuing operations, organic revenue and free cash flow to our results for the most directly comparable financial measure as reported under GAAP in the United States.

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Proxy Summary  ›  Sustainability Leadership

Sustainability Leadership   At Johnson Controls we transform the environments where people live, work, learn, and play. As a global leader in smart, healthy, and sustainable buildings, our mission is to reimagine the performance of buildings. With a global team of nearly 100,000 experts in more than 150 countries, Johnson Controls offers the world’s largest portfolio of building technology, software, and services to help our customers achieve their sustainability goals.   With nearly 40 percent of global greenhouse gas emissions coming from buildings, Johnson Controls is committed to leading and addressing climate change and helping our customers and industries around the world pursue goals for best-in-class environmental targets for carbon and water consumption. Since 2020, we have been transforming our business to focus on building decarbonization through the trifecta of low-carbon, energy efficient products, electrification, and digitalization. We are committed to spending no less than 75% of our new product research and development investment annually on developing and delivering sustainable products and services.

Our 2023 highlights include:

2024 Notice and Proxy Statement        3

Proxy Summary  ›  Zero Harm Vision

As a learning organization we employ the Deming Cycle (Plan-Do-Check-Act) to continuously improve our Environment, Health and Safety performance by constantly refining Zero Harm initiatives based on performance and changes in risk profile.

Learnings during fiscal year 2023 drove a renewed focus on significant injury risk and contractor safety performance, including an enhanced effort to reduce risk associated with six Zero Harm critical programs: Electrical Safety, Control of Hazardous Energy, Working at Heights, Crane Operations, Forklift Operations and Confined Space Entry. These Critical Six programs have the greatest opportunity to reduce significant injury and fatality. This enhanced focus is successfully integrated with our 3^rd party subcontractor management process and in so doing drives our Zero Harm vision by reducing unsupervised subcontractor significant injury risk while improving our collaborative safety performance.

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Proxy Summary  ›  Our Director Nominees

Our Director Nominees

2024 Notice and Proxy Statement        5

Proxy Summary  ›  Our Director Nominees

We are asking you to vote FOR all the Director nominees listed below. All current Directors attended at least 75% of the Board and committee meetings on which he or she sits during fiscal year 2023. Detailed information regarding these individuals is set forth in this Proxy Summary and under Proposal Number One. The Governance and Sustainability Committee and the Board believe that the qualifications, skills, experience and attributes set forth in this Proxy Statement for all individuals nominated for election support the conclusion that these individuals are qualified to serve as Directors and collectively possess a variety of skills, professional experience, and diversity of backgrounds that align with our needs and allow our Board to effectively oversee our business. As previously disclosed, Michael Daniels will retire from the Board at the 2024 Annual General Meeting.

Summary information on our Director nominees is set forth below.

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Proxy Summary  ›  Corporate Governance Snapshot

Corporate Governance Snapshot

We are committed to maintaining robust governance practices and a strong ethical culture that benefit the long-term interests of our shareholders. We, with the oversight of our Board, regularly review, update and enhance our corporate governance practices and compliance and training programs, as appropriate, in light of shareholder interests, changes in applicable laws, regulations and stock exchange requirements, and the evolving needs of our business. Our corporate governance and compliance practices include:

Our Board adopted our Corporate Governance Guidelines, Code of Conduct, and charters for our Governance and Sustainability Committee, Audit Committee, Compensation and Talent Development Committee and Executive Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Corporate Governance Guidelines and our Code of Conduct in the “Corporate Governance” section of the “Investor Relations” page of our website.

2024 Notice and Proxy Statement        7

Proxy Summary  ›  Non-Binding Advisory Vote on Executive Compensation

Non-Binding Advisory Vote on Executive Compensation

Proposal Number Five is our annual advisory vote on the Company’s executive compensation philosophy and program. Detailed information regarding these matters is included under the heading “Compensation Discussion & Analysis,” and we urge you to read it in its entirety. Our compensation philosophy and structure for executive officers remains dedicated to the concept of paying for performance and continues to be heavily weighted with performance-based awards.

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AGENDA ITEMS

PROPOSAL NUMBER ONE

ELECTION OF DIRECTORS

Upon the recommendation of the Governance and Sustainability Committee, the Board has nominated for election at the Annual General Meeting a slate of 12 nominees. Both Timothy Archer and Swamy Kotagiri were recommended for appointment and nomination for election as a Director by the Board with the support of the Governance and Sustainability Committee. Biographical information regarding each of the nominees is set forth below. We are not aware of any reason why any of the nominees will not be able to serve if elected. The term of office for members of the Board of Directors commences upon election and terminates upon completion of the first Annual General Meeting of Shareholders following election.

		Timothy Archer, Age 56   Director Since: Director Nominee Independent: Yes Committee: N/A Other Public Directorships: •  Lam Research Corporation

Mr. Archer is the President and Chief Executive Officer of Lam Research Corporation, a global supplier of innovative wafer fabrication equipment and services to the semiconductor industry, a position he has held since December 2018. Mr. Archer previously served as President and Chief Operating Officer from January 2018 until December 2018 and Executive Vice President, Chief Operating Officer from 2012 until 2018. Prior to joining Lam Research Corporation, Mr. Archer spent 18 years at Novellus Systems, Inc., a manufacturer of equipment used in the fabrication of integrated circuits, in various technology development and business leadership roles, including most recently as Chief Operating Officer from 2011 to 2012; Executive Vice President of Worldwide Sales, Marketing, and Customer Satisfaction from 2009 to 2011; and Executive Vice President of the PECVD and Electrofill business units from 2008 to 2009. Mr. Archer began his career in 1989 at Tektronix, where he was responsible for process development for high-speed bipolar integrated circuits. Mr. Archer currently serves on the International Board of Directors for SEMI, the global industry association representing the electronics manufacturing and design supply chain.

 

Value Delivered to our Board:

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Extensive experience in the technology industry throughout his career, including in his current role as CEO of Lam Research.

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Experience leveraging digital technology to enable and drive service growth through a mix of equipment and software.

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Experience in driving growth in an evolving and increasingly complex industry driven by technology and innovation.

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Experience in leading a global manufacturing, service and technology company.

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Experience in establishing and driving Lam’s sustainability initiatives, including setting renewable energy and net zero targets.

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Experience in leading complex transactions, including mergers and acquisitions.

		Jean Blackwell, Age 69   Director Since: June 2018 Independent: Yes Committees: Governance, Executive Other Public Directorships: •  Celanese Corporation •  Ingevity Corporation

Ms. Blackwell served as Chief Executive Officer of Cummins Foundation and Executive Vice President, Corporate Responsibility, of Cummins Inc., a global power leader that designs, manufactures, distributes and services diesel and natural gas engines and engine-related component products, from March 2008 until her retirement in March 2013. She previously served as Executive Vice President and Chief Financial Officer from 2003 to 2008, Vice President, Cummins Business Services from 2001 to 2003, Vice President, Human Resources from 1998 to 2001, and Vice President and General Counsel from 1997 to 1998. Prior thereto, Ms. Blackwell was a partner at the Indianapolis law firm of Bose McKinney & Evans LLP from 1984 to 1991. She has also served in state government, including as Executive Director of the Indiana State Lottery Commission and State of Indiana Budget Director. Ms. Blackwell serves as a Director of Celanese Corporation, a global technology and specialty materials company, and Ingevity Corporation, a leading global manufacturer of specialty chemicals and high performance carbon materials. Ms. Blackwell previously served as a Director of Essendant Inc., a leading national wholesale distributor of business products, from 2007 to 2018 and Phoenix Companies Inc., a life insurance company, from 2004 to 2009.

Value Delivered to our Board:

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Extensive experience as a global business leader, including serving as the Chief Financial Officer of Cummins Inc.

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Significant board leadership experience through her service as board chair and chair of multiple committees at other public companies.

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Extensive experience with public policy and ESG topics through service as CEO of the Cummins Foundation and Executive Vice President of Corporate Responsibility for Cummins Inc.

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Deep financial acumen as CFO and senior finance leader in engine-related industry.

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Experience serving on the board of directors of multiple international companies.

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Significant knowledge of the global marketplace gained from her business experience and background.

2024 Notice and Proxy Statement        9

Agenda Items  ›  Proposal Number One

		Pierre Cohade, Age 62   Director Since: December 2018 Independent: Yes Committee: Audit Other Public Directorships: •  CEAT Ltd.

Mr. Cohade served as the Chief Executive Officer of Triangle Tyre, China’s largest private tire manufacturer from 2015 to 2016. From 2013 to 2015, Mr. Cohade was a Senior Advisor at ChinaVest, Wells Fargo’s investment banking affiliate in China. During 2012, he served as an independent consultant for various private equity concerns. Prior thereto he served as the President, Asia Pacific, of The Goodyear Tire & Rubber Company from 2004 to 2011. From 2003 to 2004, Mr. Cohade served as the Division Executive Vice President of the Global Water and Beverage division of Danone SA. From 1985 to 2003, Mr. Cohade served in roles of increasing responsibility at Eastman Kodak Co., ultimately serving as the Chairman of Kodak’s Europe, Africa, Middle East and Russia Region. Mr. Cohade serves as a director of CEAT Ltd., one of India’s leading tire manufacturers and Eurofor Group, a distributor of drilling machines and equipment. Mr. Cohade previously served as a director of Acorn International Inc., a leading marketing and branding company in China focused on content creation, distribution, and product sales through digital media, from 2017 to 2021. Mr. Cohade also served as a director of Deutsche Bank China from 2017 to 2023. Mr. Cohade is currently the Chairman of IMA in China, a leading peer group forum for CEOs and senior executives located in China, and is an independent advisor to companies on China, strategy and operations.

Value Delivered to our Board:

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Significant experience in a number of senior global positions, with extensive experience and expertise in China.

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Experience in overseeing manufacturing and operations in China at The Goodyear Tire & Rubber Company and Triangle Tyre.

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Experience engaging with regulators and governments on public policy issues in Asia.

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Experience leading corporate responsibility initiatives at Goodyear Tire & Rubber Company and Triangle Tyre.

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Experience leading large business units at The Goodyear Tire & Rubber Company, Danone SA, and Eastman Kodak Co.

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Deep experience in the consumer products industry.

		W. Roy Dunbar, Age 62   Director Since: June 2017 Independent: Yes Committee: Compensation Other Public Directorships: •  Duke Energy Corporation •  McKesson Corporation •  SiteOne Landscape Supplies

Mr. Dunbar was Chairman of the Board of Network Solutions, a technology company and web service provider, and was the Chief Executive Officer from January 2008 until October 2009. Mr. Dunbar also served as the President of Global Technology and Operations for MasterCard Incorporated from September 2004 until January 2008. Prior to MasterCard, Mr. Dunbar worked at Eli Lilly and Company for 14 years, serving as President of Intercontinental Operations, and earlier as Chief Information Officer. He currently serves as a Director of Duke Energy Corporation, one of America’s largest energy holding companies, McKesson Corporation, a national wholesale distributor of pharmaceuticals and SiteOne Landscape Supply, Inc., a national wholesale distributor of landscape supplies. Mr. Dunbar previously served as a Director of Humana, Inc., Lexmark International and iGate.

Value Delivered to our Board:

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Experience in global leadership and service as a director on the compensation committees of multiple companies.

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Experience in leading innovation through information technology at MasterCard and Eli Lilly, including managing cybersecurity risk.

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Career-spanning depth of experience across numerous disciplines including healthcare, information technology, payments, insurance and renewable energy.

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Significant experience as a leader and director across US and international markets.

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Agenda Items  ›  Proposal Number One

		Gretchen R. Haggerty, Age 68   Director Since: March 2018 Independent: Yes Committees: Audit, Executive Other Public Directorships: •  Teleflex Corporation •  Atmus Filtration Technologies, Inc.

Ms. Haggerty retired in August 2013 after a 37-year career with United States Steel Corporation, an integrated global steel producer, and its predecessor, USX Corporation, which, in addition to its steel production, also managed and supervised energy operations, principally through Marathon Oil Corporation. From March 2003 until her retirement, Ms. Haggerty served as Executive Vice President & Chief Financial Officer and also served as Chairman of the U. S. Steel & Carnegie Pension Fund and its Investment Committee. Earlier, she served in various financial executive positions at U.S. Steel and USX, beginning in November 1991 when she became Vice President & Treasurer. Ms. Haggerty is currently a Director of Teleflex Corporation, a global provider of medical technology products and Atmus Filtration Technologies, a leading provider of filtration products for on-highway commercial vehicles and off-highway agriculture, construction, mining and power generation vehicles and equipment. Ms. Haggerty is a former Director of USG Corporation, a leading manufacturer of building materials.

Value Delivered to our Board:

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Deep financial acumen as CFO and senior finance leader in steel and energy industries.

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Financial oversight experience as a director on the audit committee of multiple companies

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Experience serving on the board of directors of multiple international companies.

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Significant knowledge of the global marketplace gained from her business experience and background.

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Experience leading global teams.

		Seetarama (Swamy) Kotagiri, Age 55   Director Since: Director Nominee Independent: Yes Committee: N/A Other Public Directorships: •  Magna International Inc.

Mr. Kotagiri is the CEO of Magna International, a mobility technology company and one of the largest suppliers in the automotive space built to innovate and advance mobility in an expanded transportation landscape, a position he has held since 2021. From 1999 until his appointment as Chief Executive Officer, Mr. Kotagiri served in a variety of roles of increasing responsibility at Magna International, including President, Magna International, President, Magna Power and Vision, and Executive Vice President and Chief Technology Officer. Mr. Kotagiri additionally oversaw several of Magna’s segments and businesses including serving as President Magna Powertrain and President Magna Electronics. Mr. Kotagiri holds over 12 patents in automotive product and process design.

Value Delivered to our Board:

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Deep understanding of technological transformation and innovation from his experience in leading Magna.

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Significant knowledge of an industry characterized by technological and product transformation driven by digital and other emerging technologies.

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Significant operational knowledge and experience gained through service as CEO of Magna and leading multiple segments and businesses.

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Decades of experience leading global teams and adapting to macro-economic trends.

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Significant experience driving Magna’s sustainability initiatives, including recently establishing emissions reduction targets and a net zero commitment.

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Experience in leading large acquisitions and driving organic growth.

2024 Notice and Proxy Statement        11

Agenda Items  ›  Proposal Number One

		Dr. Ayesha Khanna, Age 50   Director Since: March 2023 Independent: Yes Committee: Governance Other Public Directorships: None

Dr. Khanna is the co-founder and CEO of Addo, a privately held artificial intelligence firm with a focus on smart cities, a position she has held since 2017. From 2015-2016, prior to founding Addo, Dr. Khanna served as the Chief Executive Officer of The Keys Global, an education hub for students in coding, robotics, 3D printing and other new technologies. She previously served as Co-Founder and Director of Hybrid Reality Institute, a research and advisory group established to analyze the social impact of accelerating technologies, from 2010-2014. In addition, Dr. Khanna spent more than a decade on Wall Street developing large scale trading, risk management and data analytics systems. Dr. Khanna was previously a director of Aveva, a publicly-traded multinational engineering and industrial software solutions provider. She is also a director of Neom Tonomous, a subsidiary of Neom, responsible for the delivery of the cognitive infrastructure for the $500 billion smart city under development in Saudi Arabia. Dr. Khanna has a PhD of Information Systems and Innovation from the London School of Economics and Political Science and has been a strategic advisor on artificial intelligence, smart cities and fintech to corporations and governments. She is also the founder and Chair of 21st Century Girls (21C Girls) a charity delivering free coding, artificial intelligence and web3 classes for girls in Singapore.

Value Delivered to our Board:

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Extensive experience in enterprise information technology, data and artificial intelligence strategy, implementation and risk, including deep, focused expertise on artificial intelligence and smart cities.

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Deep understanding of risk management related to the emerging impacts of accelerating technologies, including cybersecurity, data privacy, artificial intelligence and compliance.

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Public policy experience advising governments on artificial intelligence and smart cities and through membership in organizations such as the World Economic Forum’s Global Future Councils and the Singapore Infocomm Media Authority.

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Executive leadership experience founding and leading Addo.

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Experience leading global teams.

		Simone Menne, Age 63   Director Since: March 2018 Independent: Yes Committee: Audit Other Public Directorships: •  Deutsche Post DHL Group •  Henkel AG & Co. KGaA

Ms. Menne served as Chief Financial Officer at Boehringer Ingelheim GmbH, Germany’s second largest pharmaceutical company, from September 2016 to December 2017. She previously served as the Chief Financial Officer at Deutsche Lufthansa AG (“Lufthansa”) from January 2016 to August 2016 and as a member of its Executive Board from July 2012 to August 2016. She also served as Chief Officer of Finances and Aviation Services at Lufthansa from July 2012 to January 2016. Prior thereto she served in a number of roles of increasing responsibility at Lufthansa from 1989 to 2012. She currently serves on the Supervisory Boards of Deutsche Post DHL Group and Henkel AG &Co. KGaA. She also serves on the Börsensachverständigenkommission (Exchange Experts Commission, BSK) and on the Supervisory Board of Russell Reynolds Associates, a global search and leadership advisory firm. Ms. Menne serves as President of the American Chamber of Commerce Germany.

Value Delivered to our Board:

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Deep financial acumen as CFO and senior finance leader in transportation and pharmaceutical industries.

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Decades of senior leadership experience at Lufthansa and Boehringer Ingelheim.

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Experience leading global teams in industries driven by technology and innovation.

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Experience serving on the supervisory boards of multiple international companies.

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Significant knowledge of the global marketplace gained from her business experience and background.

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Agenda Items  ›  Proposal Number One

		George R. Oliver, Age 63   Director Since: September 2012 Independent: No Committee: Executive Other Public Directorships: •  Raytheon Technologies

Mr. Oliver became our Chairman and Chief Executive Officer in September 2017. He previously served as our President and Chief Operating Officer following the completion of the merger with Tyco. Prior to that, Mr. Oliver was Tyco’s Chief Executive Officer, a position he held since September 2012. He joined Tyco in July 2006, and served as President of a number of operating segments from 2007 through 2011. Before joining Tyco, Mr. Oliver had a more than 20-year career with General Electric (GE), where he served in operational roles of increasing responsibility in several divisions, including as president and Chief Executive Officer of GE Water and Process Technologies and President and Chief Executive Officer of GE Engine Services, as well as previous leadership roles in GE’s Aircraft Engines and Appliances divisions. Mr. Oliver also serves as a director on the board of Raytheon Technologies, an aerospace and defense company. Mr. Oliver serves as Chairman of the Energy & Environment Committee of the Business Roundtable, an association of chief executive officers of America’s leading companies and as the Chairman of the Sustainable Buildings Task Force for The Sustainable Markets Initiative.

Value Delivered to our Board:

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Extensive leadership experience over several decades as an executive at Johnson Controls, Tyco and GE.

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Brings valuable insights and perspective on the day to day management of the Company’s affairs.

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Experience as a director, CEO and a senior manager of global organizations.

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Experience leading sustainability initiatives at Johnson Controls and across industries through the Business Roundtable and Sustainable Markets Initiative.

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Public policy experience through participation in nongovernmental organizations including the Business Roundtable and World Economic Forum, as well as engaging with state and national lawmakers on public policy issues.

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Experience leading global teams at Johnson Controls, Tyco and GE.

		Jürgen Tinggren, Age 65   Director Since: March 2014 Independent: Yes Committees: Governance, Executive Other Public Directorships: •  N.V. Bekaert S.A.

Mr. Tinggren served as the Chief Executive Officer of the Schindler Group, a global provider of elevators, escalators and related services, through December 2013 and was a member of the Board of Directors of Schindler from March 2014 to 2016. He joined the Group Executive Committee of Schindler in April 1997, initially responsible for Europe and thereafter for the Asia/Pacific region followed by Technology and Strategic Procurement. In 2007, he was appointed Chief Executive Officer and President of the Group Executive Committee of the Schindler Group. Mr. Tinggren also serves as Chairman and head of the Nomination and Governance Committee of N.V. Bekaert S.A., a Belgian based supplier of steel cord products for tire reinforcement and other specialty steel wire products. From 2014 to 2018 he was a Director of the Sika AG Group and from 2017 to 2020 he was a director and Audit Committee member of OpenText Corporation.

Value Delivered to our Board:

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Extensive business experience as CEO and board member of leading global companies.

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Deep understanding of building services, industrial products and installation and service businesses.

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Experience as senior executive of European, U.S. and Asia-based organizations, deep understanding of international markets.

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Understanding of digital businesses from his tenure as a director of OpenText.

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Significant experience with mergers and acquisitions.

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Experience leading global teams as CEO of Schindler.

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Deep financial understanding as CEO of Schindler.

2024 Notice and Proxy Statement        13

Agenda Items  ›  Proposal Number One

		Mark Vergnano, Age 65   Director Since: September 2016 Independent: Yes Committee: Compensation Other Public Directorships: •  Waters Corporation

Mr. Vergnano served as the Chairman of the Board of The Chemours Company, a titanium technologies, fluoroproducts, and chemical solutions producer, from July 2021 until his retirement in April 2022. Previously, Mr. Vergnano served as the President and Chief Executive Officer of Chemours from July 2015 to July 2021. He served as Executive Vice President, E. I. du Pont de Nemours and Company from 2009 to June 2015. While at DuPont, he served as Group Vice President—Safety & Protection from 2006 to 2009, Vice President and General Manager—DuPont Surfaces and Building Innovations from 2005 to 2006 and Vice President and General Manager—DuPont Nonwovens from 2003 to 2005.

Mr. Vergnano joined DuPont in 1980 as a process engineer and held a variety of manufacturing, technical and management assignments throughout multiple global locations in DuPont’s organization. Mr. Vergnano is currently a director of Waters Corporation, a specialty measurement company. Mr. Vergnano is a former Chairman of the Board of Directors for the National Safety Council, and the American Chemistry Council and the Future of Stem Scholars Initiative. He is the founding chair of the Vergnano Institute for Inclusion at the University of Connecticut.

Value Delivered to our Board:

•

Extensive global business experience as an executive and CEO of Chemours and DuPont.

•

Deep understanding of the operations, global sales and marketing in both the chemical and industrial sectors.

•

Experience leading global teams as CEO of Chemours and in managing a variety of functions and business units at DuPont.

•

Experience developing and driving DuPont’s government affairs, public policy and corporate social responsibility strategies.

•

Deep financial understanding as CEO of Chemours.

		John D. Young, Age 59   Director Since: December 2017 Independent: Yes Committee: Audit Other Public Directorships: •  Arvinas, Inc. •  Novartis AG

Mr. Young served as the Chief Business Officer of Pfizer Inc. from January 2019 until December 2021 and Special Advisor to the CEO from January 2022 until his retirement in July 2022. From January 2018 to December 2018, he served as Group President of Pfizer Innovative Health, and from June 2016 to January 2018 he served as Group President, Pfizer Essential Health. He was Group President, Global Established Pharma Business for Pfizer from January 2014 until June 2016 and President and General Manager, Pfizer Primary Care from June 2012 until December 2013. He also served as Pfizer’s Primary Care Business Unit’s Regional President for Europe and Canada from 2009 until June 2012 and U.K. Country Manager from 2007 until 2009. Mr. Young is currently a director of Arvinas, Inc., a clinical-stage biopharmaceutical company and Novartis AG, a multinational company specializing in the research, development, manufacturing and marketing of innovative pharmaceuticals and generic medicines.

Value Delivered to our Board:

•

Extensive experience as a business leader with 30 years’ experience with Pfizer.

•

Specialized expertise in developing healthcare solutions in a variety of medical disciplines utilizing technology and innovation.

•

Experience in corporate social responsibility as a member of the Board of the Pfizer Foundation and his role in overseeing Pfizer’s ESG strategy and commitments.

•

Experience leading large business units at Pfizer.

•

Significant experience in a number of senior global positions at Pfizer.

Election of each Director requires the affirmative vote of a majority of the votes properly cast by the holders of ordinary shares represented at the Annual General Meeting in person or by proxy. Each Director’s election is the subject of a separate resolution and shareholders are entitled to one vote per share for each separate Director election resolution.

The Board unanimously recommends that shareholders vote FOR the election of each nominee for Director to serve until the completion of the next Annual General Meeting.

14        Johnson Controls International plc

Agenda Items  ›  Proposal Number Two

PROPOSAL NUMBER TWO

APPOINTMENT OF AUDITORS AND AUTHORITY TO SET REMUNERATION

PricewaterhouseCoopers LLP (“PwC”) served as our independent auditors for the fiscal year ended September 30, 2023. The Audit Committee has selected and appointed PwC to audit our financial statements for the fiscal year ending September 30, 2024. The Board, upon the recommendation of the Audit Committee, is asking our shareholders to ratify the appointment of PwC as our independent auditors for the fiscal year ending September 30, 2024 and to authorize the Audit Committee of the Board of Directors to set the independent auditors’ remuneration. Although approval is not required by our Memorandum and Articles of Association or otherwise, the Board is submitting the selection of PwC to our shareholders for ratification because we value our shareholders’ views on the Company’s independent auditors. If the appointment of PwC is not approved by shareholders, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the appointment is approved, the Audit Committee, in its discretion, may select a different independent auditor at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

How We Select Our Auditor. The Audit Committee considers many factors when appointing our independent auditor, including the reasonableness of audit fees, cultural fit and business acumen, the potential for disruption in our business due to the loss of cumulative institutional knowledge possessed by our current auditor, and the quality of the independent audit firm and overall audit process. In connection with the mandated rotation of PwC’s lead engagement partner, the Audit Committee is directly involved in the selection of PwC’s new lead engagement partner. The members of the Audit Committee and the Board believe that the continued retention of PwC to serve as our independent auditor is in our and our shareholders’ best interests.

Representatives of PwC will attend the Annual General Meeting and will have an opportunity to make a statement if they wish. They will also be available to answer questions at the meeting.

For independent auditor fee information, information on our pre-approval policy of audit and non-audit services, and the Audit Committee Report, please see below.

The ratification of the appointment of the independent auditors and the authorization for the Audit Committee to set the remuneration for the independent auditors requires the affirmative vote of a majority of the votes properly cast by the holders of ordinary shares represented at the Annual General Meeting in person or by proxy.

The Audit Committee and the Board unanimously recommend a vote FOR these proposals.

Audit and Non-Audit Fees

Aggregate fees for professional services rendered to the Company by its independent auditors as of and for the two most recent fiscal years are set forth below. The aggregate fees include fees billed or reasonably expected to be billed for the applicable fiscal year. Fees for fiscal year 2023 include fees billed or reasonably expected to be billed by PwC. All Audit, Audit-Related, Tax and All Other services described below were pre-approved by the Audit Committee.

Audit Fees for the fiscal year ended September 30, 2023 were for professional services rendered by PwC and include fees for services performed to comply with auditing standards of the Public Company Accounting Oversight Board (“PCAOB”) (United States), including the annual audit of our consolidated financial statements including reviews of the interim financial statements contained in Johnson Controls’ Quarterly Reports on Form 10-Q, issuance of consents and the audit of our internal control over financial reporting. This category also includes fees for audits provided in connection with statutory filings or services that generally only the principal auditor reasonably can provide to a client, such as assistance with and review of documents filed with the U.S. Securities and Exchange Commission (“SEC”).

2024 Notice and Proxy Statement        15

Agenda Items  ›  Proposal Number Two

Audit-Related Fees for the fiscal year ended September 30, 2023 were for services rendered by PwC and include fees associated with assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. This category includes fees related to assistance in financial due diligence related to mergers, acquisitions and divestitures, carve-outs associated with divestitures and spin-off transactions, consultations concerning financial accounting and reporting standards and regulatory requirements, issuance of comfort letters associated with debt offerings, pre-implementation reviews of certain information technology systems, audits of pension and other employee benefit plans and audit services not required by statute or regulation.

Tax Fees for the fiscal year ended September 30, 2023 were for services rendered by PwC and primarily include fees associated with tax audits, tax compliance, tax consulting, transfer pricing and tax planning. This category also includes tax planning on mergers and acquisitions and restructurings, as well as other services related to tax disclosure and filing requirements.

All Other Fees for the fiscal year ended September 30, 2023 were for services rendered by PwC and primarily include fees associated with training seminars related to accounting, finance and tax matters, technology tools related to accounting and reporting research, and other permissible advisory services.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee has a pre-approval policy that provides guidelines for the audit, audit-related, tax and other permissible non-audit services that may be provided by the independent auditors. The policy identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the auditors’ independence is not impaired. The policy provides that the Corporate Controller will support the Audit Committee by providing a list of proposed services to the Committee, monitoring the services and fees pre-approved by the Committee, providing periodic reports to the Audit Committee with respect to pre-approved services and ensuring compliance with the policy.

Under the policy, the Audit Committee annually pre-approves the audit fee and terms of the engagement, as set forth in the engagement letter. This approval includes approval of a specified list of audit, audit-related and tax services. Any service not included in the specified list of services must be submitted to the Audit Committee for pre-approval. No service may extend for more than 12 months, unless the Audit Committee specifically provides for a different period. The independent auditor may not begin work on any engagement without confirmation of Audit Committee pre-approval from the Chief Accounting Officer or his or her delegate.

In accordance with the policy, the chair of the Audit Committee has been delegated the authority by the Committee to pre-approve the engagement of the independent auditors for a specific service when the entire Committee is unable to do so. All such pre-approvals must be reported to the Audit Committee at the next Committee meeting.

Audit Committee Report

The Audit Committee of the Board is composed of four Directors, each of whom the Board has determined meets the independence and experience requirements of the New York Stock Exchange (“NYSE”) and the SEC. The Audit Committee operates under a charter approved by the Board, which is posted on our website. As more fully described in its charter, the Audit Committee oversees Johnson Controls’ financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process. Management assures that the Company develops and maintains adequate financial controls and procedures, and monitors compliance with these processes. Johnson Controls’ independent auditors are responsible for performing an audit in accordance with auditing standards generally accepted in the United States to obtain reasonable assurance that Johnson Controls’ consolidated financial statements are free from material misstatement and expressing an opinion on the conformity of the financial statements with accounting principles generally accepted in the United States. The internal auditors are responsible to the Audit Committee and the Board for testing the integrity of the financial accounting and reporting control systems and such other matters as the Audit Committee and Board determine.

In this context, the Audit Committee has reviewed the U.S. GAAP consolidated financial statements for the fiscal year ended September 30, 2023, and has met and held discussions with management, the internal auditors and the independent auditors concerning these financial statements, as well as the report of management and the report of the independent registered public accounting firm regarding the Company’s internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act. Management represented to the Committee that Johnson Controls’ U.S. GAAP consolidated financial statements were prepared in accordance with U.S. GAAP. In addition, the Committee has discussed with the independent

16        Johnson Controls International plc

Agenda Items  ›  Proposal Number Two

auditors the auditors’ independence from Johnson Controls and its management as required under Public Company Accounting Oversight Board Rule 3526, Communication with Audit Committees Concerning Independence, and the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard AU Section 380 (Communication with Audit Committees) and Rule 2-07 of SEC Regulation S-X.

In addition, the Audit Committee has received the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence. Based upon the Committee’s review and discussions referred to above, the Committee recommended that the Board include Johnson Controls’ audited consolidated financial statements in Johnson Controls’ Annual Report on Form 10-K for the fiscal year ended September 30, 2023 filed with the Securities and Exchange Commission and that such report be included in Johnson Controls’ annual report to shareholders for the fiscal year ended September 30, 2023.

Submitted by the Audit Committee,

Gretchen R. Haggerty, Chair

Pierre Cohade

Simone Menne

John Young

2024 Notice and Proxy Statement        17

Agenda Items  ›  Proposal Number Three

PROPOSAL NUMBER THREE

AUTHORIZATION TO MAKE MARKET PURCHASES OF COMPANY SHARES

We have historically used open-market share purchases as a means of returning cash to shareholders and managing the size of our base of outstanding shares. These are longstanding objectives that management believes are important to continue.

Under Irish law, neither the Company nor any subsidiary of the Company may make market purchases or overseas market purchases of the Company’s shares without shareholder approval. Accordingly, shareholders are being asked to authorize the Company, or any of its subsidiaries, to make market purchases and overseas market purchases of up to 10% of the Company’s issued shares. This authorization expires after eighteen months unless renewed; accordingly, we expect to propose renewal of this authorization at subsequent Annual General Meetings.

Such purchases would be made only at price levels which the Directors considered to be in the best interests of the shareholders generally, after taking into account the Company’s overall financial position. The Company currently expects to effect repurchases under our existing share repurchase authorization as redemptions pursuant to Article 3(d) of our Articles of Association. Whether or not this proposed resolution is passed, the Company will retain its ability to effect repurchases as redemptions pursuant to its Articles of Association, although subsidiaries of the Company will not be able to make market purchases or overseas market purchases of the Company’s shares unless the resolution is adopted.

In order for the Company or any of its subsidiaries to make overseas market purchases of the Company’s ordinary shares, such shares must be purchased on a market recognized for the purposes of the Companies Act 2014. The NYSE, on which the Company’s ordinary shares are listed, is specified as a recognized stock exchange for this purpose by Irish law. The general authority, if approved by our shareholders, will become effective from the date of passing of the authorizing resolution.

Ordinary Resolution

The text of the resolution in respect of Proposal 3 (which is proposed as an ordinary resolution) is as follows:

RESOLVED, that the Company and any subsidiary of the Company is hereby generally authorized to make market purchases and overseas market purchases of ordinary shares in the Company (“shares”) on such terms and conditions and in such manner as the Board of Directors of the Company may determine from time to time but subject to the provisions of the Companies Act 2014 and to the following provisions:

(a) The maximum number of shares authorized to be acquired by the Company and/or any subsidiary of the Company pursuant to this resolution shall not exceed, in the aggregate, 71,000,000 ordinary shares of US $0.01 each (which represents slightly less than 10% of the Company’s issued ordinary shares).

(b) The maximum price to be paid for any ordinary share shall be an amount equal to 110% of the closing price on the New York Stock Exchange for the ordinary shares on the trading day preceding the day on which the relevant share is purchased by the Company or the relevant subsidiary of the Company, and the minimum price to be paid for any ordinary share shall be the nominal value of such share.

(c) This general authority will be effective from the date of passing of this resolution and will expire on the earlier of the date of the Annual General Meeting in 2025 or eighteen months from the date of the passing of this resolution, unless previously varied, revoked or renewed by ordinary resolution in accordance with the provisions of section 1074 of the Companies Act 2014. The Company or any such subsidiary may, before such expiry, enter into a contract for the purchase of shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired.

The authorization for the Company and/or any of its subsidiaries to make market purchases and overseas market purchases of Company shares requires the affirmative vote of a majority of the votes properly cast (in person or by proxy) at the Annual General Meeting.

The Board unanimously recommends that shareholders vote FOR this proposal.

18        Johnson Controls International plc

Agenda Items  ›  Proposal Number Four

PROPOSAL NUMBER FOUR

DETERMINE THE PRICE RANGE AT WHICH THE COMPANY CAN RE-ALLOT TREASURY SHARES

Our historical open-market share repurchases and other share buyback activities result in ordinary shares being acquired and held by the Company as treasury shares. We may re-allot treasury shares that we acquire through our various share buyback activities in connection with our executive compensation program and our other compensation programs.

Under Irish law, our shareholders must authorize the price range at which we may re-allot any shares held in treasury (including by way of re-allotment off-market). In this proposal, that price range is expressed as a minimum and maximum percentage of the prevailing market price (as defined below). Under Irish law, this authorization expires after eighteen months unless renewed; accordingly, we expect to propose the renewal of this authorization at subsequent Annual General Meetings.

The authority being sought from shareholders provides that the minimum and maximum prices at which an ordinary share held in treasury may be re-allotted are 95% and 120%, respectively, of the average closing price per ordinary share of the Company, as reported by the NYSE, for the thirty (30) trading days immediately preceding the proposed date of re-allotment, save that the minimum price for a re-allotment to satisfy an obligation under an employee share plan is the par value of a share. Any re-allotment of treasury shares will be at price levels that the Board considers in the best interests of our shareholders.

Special Resolution

The text of the resolution in respect of Proposal 4 (which is proposed as a special resolution) is as follows:

RESOLVED, that the re-allotment price range at which any treasury shares held by the Company may be re-allotted shall be as follows:

(a) the maximum price at which such treasury share may be re-allotted shall be an amount equal to 120% of the “market price,” and

(b) the minimum price at which a treasury share may be re-allotted shall be the nominal value of the share where such a share is required to satisfy an obligation under an employee share plan operated by the Company or, in all other cases, an amount equal to 95% of the “market price,” and

(c) for the purposes of this resolution, the “market price” shall mean the average closing price per ordinary share of the Company, as reported by the New York Stock Exchange, for the thirty (30) trading days immediately preceding the proposed date of re-allotment.

FURTHER RESOLVED, that this authority to re-allot treasury shares shall expire on the earlier of the date of the Annual General Meeting of the Company held in 2025 or eighteen months after the date of the passing of this resolution unless previously varied or renewed in accordance with the provisions of section 109 and/or 1078 (as applicable) of the Companies Act 2014 (and/or any corresponding provision of any amended or replacement legislation) and is without prejudice or limitation to any other authority of the Company to re-allot treasury shares on-market.

The authorization of the price range at which the Company may re-allot any shares held in treasury requires the affirmative vote of at least 75% of the votes properly cast (in person or by proxy) at the Annual General Meeting.

The Board unanimously recommends that shareholders vote FOR this proposal.

2024 Notice and Proxy Statement        19

Agenda Items  ›  Proposal Number Five

PROPOSAL NUMBER FIVE

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Board recognizes that providing shareholders with an advisory vote on executive compensation can produce useful information on investor sentiment with regard to the Company’s executive compensation programs. As a result, this proposal provides shareholders with the opportunity to cast an advisory vote on the compensation of our executive management team, as described in the section of this Proxy Statement entitled “Compensation Discussion & Analysis,” and endorse or not endorse our fiscal year 2023 executive compensation philosophy, programs and policies and the compensation paid to the Named Executive Officers.

The advisory vote on executive compensation is non-binding, meaning that our Board will not be obligated to take any compensation actions or to adjust our executive compensation programs or policies, as a result of the vote. Notwithstanding the advisory nature of the vote, the resolution will be considered passed with the affirmative vote of a majority of the votes properly cast by the holders of ordinary shares represented at the Annual General Meeting in person or by proxy.

Although the vote is non-binding, our Board and the Compensation and Talent Development Committee will review the voting results. To the extent there is a significant negative vote, we would communicate directly with shareholders to better understand the concerns that influenced the vote. The Board and the Compensation and Talent Development Committee would consider constructive feedback obtained through this process in making future decisions about executive compensation programs.

Advisory Non-Binding Resolution

The text of the resolution, which if thought fit, will be passed as an advisory non-binding resolution at the Annual General Meeting, is as follows:

RESOLVED, that shareholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the Compensation Discussion & Analysis section of this Proxy Statement.

The Board unanimously recommends that shareholders vote FOR this proposal.

20        Johnson Controls International plc

Agenda Items  ›  Proposal Number Six

PROPOSAL NUMBER SIX

AUTHORIZATION FOR DIRECTORS TO ALLOT COMPANY SHARES

Under Irish law, directors of an Irish public limited company must have authority from its shareholders to issue any shares, including shares which are part of the company’s authorized but unissued share capital. The Company’s current authorization, approved by shareholders at our 2023 Annual General Meeting, will expire on March 13, 2024 — the date of the 2024 Annual General Meeting. We are presenting this proposal to renew the Board’s authority to issue authorized but unissued shares on the terms set forth below. If this proposal is not passed, the Company will have a limited ability to issue new ordinary shares.

We understand it is customary practice for Irish companies listed in the U.S. to seek shareholder authority to issue shares up to an aggregate nominal value of 20% of the company’s issued share capital and for such authority to be renewed each year. Therefore, in accordance with customary practice in Ireland and the rules and standards applicable to companies listed in the U.S., we are seeking approval to issue up to a maximum of 20% of our issued ordinary share capital for a period expiring on the earlier of the date of the Company’s Annual General Meeting in 2025 or September 13, 2025, unless otherwise renewed, varied or revoked. We expect to propose renewal of this authorization at subsequent Annual General Meetings.

Granting the Board this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish market practice. This authority is fundamental to our business and enables us to issue shares, including, if applicable, in connection with funding acquisitions and raising capital. We are not asking you to approve an increase in our authorized share capital or to approve a specific issuance of shares. Instead, approval of this proposal will only grant the Board the authority to issue shares that are already authorized under our Articles of Association upon the terms below. In addition, because we are a NYSE-listed company, our shareholders continue to benefit from the protections afforded to them under the rules and regulations of the NYSE and SEC, including those rules that limit our ability to issue shares in specified circumstances. This authorization is required as a matter of Irish law and is not otherwise required for other companies listed on the NYSE with whom we compete. Accordingly, approval of this resolution would merely place us on par with other NYSE-listed companies.

Ordinary Resolution

The text of the resolution in respect of Proposal 6 (which is proposed as an ordinary resolution) is as follows:

“RESOLVED that the directors be and are hereby generally and unconditionally authorized to exercise all powers to allot and issue relevant securities (within the meaning of section 1021 of the Companies Act 2014) up to an aggregate nominal value of US $1,423,000 (being equivalent to approximately 20% of the aggregate nominal value of the issued share capital of the Company as at the last practicable date prior to the issue of the notice of this meeting) and the authority conferred by this resolution shall expire on the earlier of the date of the Company’s Annual General Meeting in 2025 or September 13, 2025, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.”

As required under Irish law, the resolution in respect of this proposal is an ordinary resolution that requires the affirmative vote of a majority of the votes properly cast (in person or by proxy) at the Annual General Meeting.

The Board unanimously recommends that shareholders vote FOR this proposal.

2024 Notice and Proxy Statement        21

Agenda Items  ›  Proposal Number Seven

PROPOSAL NUMBER SEVEN

WAIVER OF STATUTORY PRE-EMPTION RIGHTS

Under Irish law, unless otherwise authorized, when an Irish public limited company issues shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing shareholders of the company on a pro-rata basis (commonly referred to as the pre-emption right). Our current authorization, approved by shareholders at our 2023 Annual General Meeting, will expire on March 13, 2024 — the date of the 2024 Annual General Meeting. We are therefore proposing to renew the Board’s authority to opt-out of the pre-emption right on the terms set forth below.

We understand it is customary practice for Irish companies listed in the U.S. to seek shareholder authority to opt-out of the pre-emption rights provision in the event of the issuance of shares for cash, if the issuance is limited to up to 20% of a company’s issued ordinary share capital. It is also customary practice for such authority to be renewed on an annual basis. Therefore, in accordance with customary practice in Ireland and the rules and standards applicable to companies listed in the U.S., we are seeking this authority, pursuant to a special resolution, to authorize the directors to issue shares for cash up to a maximum of approximately 20% of the Company’s issued share capital without applying statutory pre-emption rights for a period expiring on the earlier of the Annual General Meeting in 2025 or September 13, 2025, unless otherwise varied, renewed or revoked. We expect to propose renewal of this authorization at subsequent Annual General Meetings.

Granting the Board this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish customary practice. Similar to the authorization sought for Proposal 6, this authority is fundamental to our business and, if applicable, will facilitate our ability to fund acquisitions and otherwise raise capital. We are not asking you to approve an increase in our authorized share capital. Instead, approval of this proposal will only grant the Board the authority to issue shares in the manner already permitted under our Articles of Association upon the terms below. Without this authorization, in each case where we issue shares for cash, we would first have to offer those shares on the same or more favorable terms to all of our existing shareholders. This requirement could cause delays in the completion of acquisitions and capital raising for our business. This authorization is required as a matter of Irish law and is not otherwise required for other companies listed on the NYSE with whom we compete. Renewal of the authorization as described above is fully consistent with NYSE rules and listing standards and with U.S. capital markets practice and governance standards. Accordingly, approval of this resolution would merely place us closer to par with other NYSE-listed companies.

Special Resolution

The text of the resolution in respect of Proposal 7 (which is proposed as a special resolution) is as follows:

“RESOLVED that the directors be and are hereby empowered pursuant to section 1023 of the Companies Act 2014 to allot equity securities (as defined in section 1023 of that Act) for cash, pursuant to the authority conferred by proposal 7 of the notice of this meeting as if sub-section (1) of section 1022 of that Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities up to an aggregate nominal value of US $1,423,000 (being equivalent to approximately 20% of the aggregate nominal value of the issued share capital of the Company as at the last practicable date prior to the issue of the notice of this meeting) and the authority conferred by this resolution shall expire on the earlier of the Company’s Annual General Meeting in 2025 or September 13, 2025, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.”

As required under Irish law, the resolution in respect of Proposal 7 is a special resolution that requires the affirmative vote of at least 75% of the votes cast. In addition, under Irish law, the Board may only be authorized to opt-out of pre-emption rights if it is authorized to issue shares, which authority is being sought in Proposal 6.

The Board unanimously recommends that shareholders vote FOR this proposal.

22        Johnson Controls International plc

GOVERNANCE OF THE COMPANY

Vision and Values of Our Board

Our vision is a safe, comfortable and sustainable world. In addition to achieving financial performance objectives, our Board and management believe that we must assume a leadership position in the area of corporate governance to fulfill our vision. Our Board believes that good governance requires not only an effective set of specific practices but also a culture of responsibility throughout the company, and governance at Johnson Controls is intended to optimize both. Johnson Controls also believes that good governance ultimately depends on the quality of its leadership, and it is committed to recruiting and retaining Directors and officers of proven leadership ability and personal integrity. Our Board has adopted Corporate Governance Guidelines which provide a framework for the effective governance of Johnson Controls.

Johnson Controls’ Values: How We Seek to Conduct Ourselves

2024 Notice and Proxy Statement        23

Governance of the Company  ›  Board Mission/Responsibilities

Board Mission/Responsibilities

The mission of the Board is to promote the long-term value and health of Johnson Controls in the interests of shareholders and set an ethical “tone at the top.” All corporate authority is exercised by the Board except for those matters reserved to the shareholders. The Board has retained oversight authority — defining and overseeing the implementation of and compliance with standards of accountability and monitoring the effectiveness of management policies and decisions in an effort to ensure that the Company is managed in such a way to achieve its objectives. The Board delegates its authority to management for managing the everyday affairs of the Company. The Board requires that senior management review major actions and initiatives with the Board prior to implementation. The Board regularly engages with management on significant strategic matters, evaluating risk, strategic rationale, long-term value and other criteria when advising management during the course of its review and approval of management’s operational plan and other significant strategic matters. Management, not the Board, is responsible for managing the Company.

Areas of Focus for the Board

24        Johnson Controls International plc

Governance of the Company  ›  Board Composition, Tenure and Expertise

Board Composition, Tenure and Expertise

The Director nominees as a whole are strong in their diversity, vision, strategy and business judgment. They possess a robust collective knowledge of management and leadership, business operations, crisis management, risk assessment, industry knowledge, accounting and finance, technology and innovation, public policy, sustainability and corporate social responsibility, corporate governance and global markets.

Skills and Expertise

Executive Leadership Experience

∎

∎

∎

∎

∎

∎

∎

∎

∎

∎

∎

∎

Experience Leading Global Teams

∎

∎

∎

∎

∎

∎

∎

∎

∎

∎

∎

∎

Financial and Accounting Expertise

∎

∎

∎

∎

∎

∎

∎

∎

Public Policy Experience

∎

∎

∎

∎

∎

∎

Cybersecurity, Technology and Innovation Experience

∎

∎

∎

∎

∎

∎

∎

∎

Manufacturing and Industry Experience

∎

∎

∎

∎

∎

∎

∎

∎

∎

∎

∎

Corporate Governance Experience

∎

∎

∎

∎

∎

∎

∎

∎

∎

∎

∎

∎

Corporate Responsibility/Sustainability Experience

∎

∎

∎

∎

∎

∎

∎

∎

∎

M&A Experience

∎

∎

∎

∎

∎

∎

∎

∎

∎

Background

Years on the Board

0*

5

5

6

5

1

0*

5

11

9

12

6

Age

56

69

60

62

68

50

55

63

63

65

65

59

Gender

M

F

M

M

F

F

M

F

M

M

M

M

Diversity**

∎

∎

∎

∎

∎

∎

∎

∎

∎

* New Director nominee ** Diversity includes Female / Racial / Ethnic / LGBTQ+ and Geographically Diverse (Non-US Citizenship)

Board Leadership

The Board’s leadership structure generally includes a combined Chairman and CEO role with a strong, independent non-executive Lead Director. The Board believes our overall corporate governance measures help ensure that strong, independent Directors continue to effectively oversee our management and key issues related to strategy, risk and integrity; executive compensation; CEO evaluation; and succession planning.

Why we combine the roles of Chairman and CEO. In choosing to combine the roles of Chairman and CEO, the Board takes into consideration the importance of in-depth, industry-specific knowledge and a thorough understanding of our business

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Governance of the Company  ›  Board Leadership

environment and risk management practices in setting agendas and leading the Board’s discussions. Combining the roles also provides a clear leadership structure for the management team and serves as a vital link between management and the Board.

Mr. Oliver’s extensive leadership experience and understanding of the history, strategy and progression of the Company, first as CEO of Tyco beginning in 2012 and then as CEO of the Company since 2017, provides a deep, unique perspective that enables him to ensure that the Board’s agendas, presentations and discussions are thorough and thoughtfully constructed based on the key issues and risks impacting the Company. This allows Mr. Oliver to drive strategy and agenda setting at the Board level, while maintaining responsibility for executing on that strategy as CEO. At the same time, our lead director, Jürgen Tinggren, works with Mr. Oliver to set the agenda for the Board while also exercising additional oversight on behalf of the independent Directors. This allows the Board to more effectively perform its oversight role with the benefit of management’s perspective on our business strategy and all other aspects of the business. Our Board periodically reviews its determination to have a single individual act both as Chairman and CEO.

The Role of the Lead Director. The Lead Director, currently Mr. Tinggren, acts as an intermediary between the Board and senior management. Among other things, the Lead Director’s duties include:

Mr. Tinggren joined our Board in 2014. During his tenure as a Board member, Mr. Tinggren has established strong and effective working relationships with his fellow Directors and garnered their trust and respect. Furthermore, he has demonstrated strong leadership skills, independent thinking and a deep understanding of our business. Mr. Tinggren’ s deep understanding of building services, industrial products and installation and service businesses are valuable in helping the Board exercise its risk oversight function as the Company seeks to be a smart buildings solutions leader. Mr. Tinggren is highly engaged and is routinely in direct contact with the CEO and members of senior management. Mr. Tinggren collaborates with Mr. Oliver and the other Directors on Board governance and Director succession, providing feedback on the functioning of the Board and identification and recruitment of new Director candidates. Mr. Tinggren’s level of engagement allows him to have a significant impact on the operation of the Board, as well as the Company’s strategic and operational initiatives.

Together with the Chairman and CEO, the Lead Director hosts Board update calls on a monthly basis in the periods between Board meetings to keep the Directors current on important developments in the business as well as the status of key strategic and operational initiatives. These update calls provide Directors with the opportunity to stay current on matters impacting the Company, which facilitates more efficient and robust discussions at the regularly scheduled Board meetings.

Board Oversight of Strategy

One of the Board’s primary responsibilities is overseeing management’s establishment and execution of the Company’s strategy and the associated risks. The full Board oversees strategy and strategic risk through robust and constructive engagement with management, taking into consideration our key priorities, global trends impacting our business, regulatory developments and disruptors to our businesses. The Board’s oversight of our strategy primarily occurs through deep-dive annual reviews of the Company’s long-term strategic plans. During these reviews, management provides the Board with its view of the key commercial and strategic risks and opportunities faced by the Company; and the Board provides management with feedback on whether management has identified the key risks and opportunities and is taking appropriate responsive actions. In addition to an annual deep-dive strategic review, because the Company’s strategic initiatives are subject to rapidly evolving business dynamics, the Board regularly receives updates on key strategic initiatives throughout the year to ensure progress is being made against goals, understand where adjustments or refinements to strategy may be appropriate and stay current on issues impacting the business.

The Board’s oversight of strategy was prominent throughout the year as the Company continued its journey to become a smart building solutions leader. At every regularly scheduled Board meeting, the Board received updates from management on how the Company was developing and executing its strategy to build and expand its digital capabilities to deliver new and differentiated services including outcome-based solutions that address customers’ needs to improve energy efficiency and reduce greenhouse gas emissions. These discussions were supplemented by a deep dive review into the transformation of the Company’s global field operations business to drive services throughout the building lifecycle, increase customer connectivity and transform the role of the field technician. The Board also engaged with management on how the Company is developing

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Governance of the Company  ›  Board Oversight of Strategy

its sustainable products and services strategy, with in depth discussions on the decarbonization and sustainability landscape, customer dynamics and insights, the Company’s path to HVAC refrigerant transition, and how the Company is developing product and service capabilities to lead in sustainability.

The Board engaged with management on key risks to the Company’s strategy. This included focused discussions on geopolitical, supply chain and manufacturing risks. The Board engaged with management on a range of topics, including the intersection of supply chain market dynamics, the company’s manufacturing operations and geopolitical risks impacting the Company. This enabled the Board to understand both the individual and connected nature of these risks, ongoing mitigation measures and how the Company is reshaping its manufacturing and supply chain strategies to address current risks and prepare for the future.

During fiscal year 2023, the Board augmented its ability to provide oversight over our strategy and risk by engaging outside experts to provide a dedicated education session on sustainability. During the session, the Board engaged in interactive discussion with experts on key sustainability concepts and trends, current and anticipated areas of focus for investors and stakeholders and how the Board can operate effectively to oversee sustainability-related risks, opportunities and impacts.

The Board applied the knowledge gained from these sessions to provide advice and oversight to management as the Company worked to refine and execute its strategy in fiscal year 2023 and into fiscal year 2024. The oversight provided by the Board was carried over into its committees, with the Compensation and Talent Development Committee monitoring the Company’s efforts to build a diverse workforce that is digitally capable, solutions oriented and focused on continuous learning and growth, and the Governance and Sustainability Committee monitoring the cybersecurity risks associated with the Company’s digital strategy as well as the risks and opportunities presented by trends favoring sustainability and decarbonization.

Johnson Controls has a clear vision and growth agenda. The visions and values described above are designed to achieve our mission of helping our customers win everywhere, every day through a relentless focus on customer needs, developing and deploying leading products and technology, distributing our products and services through accessible channels, and attracting and retaining top talent. Johnson Controls plans to achieve these objectives through:

For additional information on our strategy, see “Business Strategy” in Item 1 of our Annual Report on Form 10-K filed with the SEC on December 14, 2023.

Board Oversight of Talent and Succession Planning

Our Board oversees management succession planning and talent development. The Compensation and Talent Development Committee regularly reviews the CEO succession plan and the succession plans for key positions at the senior executive level across the Company. The CEO and CHRO regularly review with the Compensation and Talent Development Committee the assessment and the development of a diverse pipeline of senior leaders who are potential successors for these roles. In addition, the full Board discusses succession and/or talent management at each of its regularly scheduled meetings. These discussions are led by the CEO and Chief Human Resources Officer, with periodic assistance from other senior leaders within the Company and firms with talent assessment expertise. These discussions include critical leadership competencies, talent assessment, short and long-term development and readiness of executives, the pool of external talent, and diversity. The Board also evaluates succession and development plans in the context of our overall business strategy and culture. Potential leaders are visible to Board members through formal presentations and informal events to allow Directors to personally engage with current and future leaders. In fiscal year 2023, Board members were actively involved in the search and appointment of the Company’s Vice President and President, Building Solutions North America. Board members were involved in reviewing the talent pipeline of candidates and interviewing the finalist candidates prior to approving management’s recommended candidate.

The Compensation and Talent Development Committee is charged with reviewing the talent development and succession plans for the CEO and other senior leadership positions, our human capital management practices, policies, strategies and

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Governance of the Company  ›  Board Oversight of Talent and Succession Planning

goals, our senior leadership pipeline development, including the recruitment, development and retention of senior leadership talent, and our diversity and inclusion initiatives and progress. In carrying out these responsibilities, the Compensation and Talent Development Committee annually reviews our diversity and inclusion plans and goals, our succession planning and talent development strategy and progress, and the Company’s human capital policies and practices.

We have implemented several measures that focus on ensuring accountabilities exist for attracting and developing diverse talent in our workforce. For fiscal years 2023 and 2024, our CEO and other senior leaders have diversity and inclusion objectives in their annual performance goals. We have also committed to having a diverse talent pipeline by leveraging our business resource groups to facilitate external engagement and support of talent acquisition sourcing initiatives. Our global flagship Future Leaders Internship Program continues to expand the diversity of its outreach and focus on the skills needed to advance our growth initiatives.. We actively develop diversity sourcing strategies and partner with external organizations that develop and supply diverse talent.

Our Board also establishes steps to address emergency CEO succession planning in extraordinary circumstances. Our emergency CEO succession planning is intended to enable our Company to respond to unexpected emergencies and minimize potential disruption or loss of continuity to our Company’s business and operations.

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Governance of the Company  ›  Board and Committee Oversight of Risk Management

Board and Committee Oversight of Risk Management

Oversight of Cybersecurity

We understand that cybersecurity is an essential component of the Board’s oversight responsibility. The Board receives information technology and cybersecurity updates from senior management, including the Chief Information Officer, Chief Information Security Officer and Chief Technology Officer, several times per year. These updates cover the cybersecurity risks facing our enterprise information technology structure, as well as our digital products and services. The Governance and Sustainability Committee provides a deeper level of oversight through quarterly engagements with senior management, including the Chief Information Officer and Chief Information Security Officer, to review our cybersecurity program, including

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Governance of the Company  ›  Oversight of Cybersecurity

the highest risk areas and key mitigation strategies. Topics covered in fiscal year 2023 included: internal and external cybersecurity updates, cybersecurity ratings, passwordless authentication, cybersecurity insurance and operational technology security.

Our policies, standards, and procedures apply to all users to ensure the workforce is aware of threats and the importance of information security and cybersecurity. The cybersecurity policies and standards were created using elements of recognized standards such as ISO 27001 and the NIST Cybersecurity Framework for the overall enterprise and ISA/IEC 62443 for automation and control system products. We leverage multiple channels to promote cybersecurity topics, deliver targeted initial and refresher training for all users, and conduct an annual mandatory global information security training campaign with certification, which is translated into 20 languages. These elements are designed to maintain a risk aware culture.

Our vulnerability management program conducts assessments with specified frequencies for specific asset types to validate system health against known threats. We also engage with third parties to perform security assessments of our technology environments, including an annual penetration test. We leverage multiple tools, which are routinely updated with new signatures, to continually respond to evolving threats identified as part of our threat detection capability. Events with cyber security impacts are routed to the IT and Product Security Incident Response function for triage, investigation, and if necessary, mitigation. We also maintain a cybersecurity insurance policy.

We have experienced, and expect to continue to experience, cyber threats and incidents; and the Governance and Sustainability Committee receives quarterly reports on any notable incidents that may have occurred during the quarter, as well as updates on cybersecurity events impacting the marketplace (whether or not the Company is impacted). In September 2023, the Company experienced a cybersecurity incident impacting a portion of its internal information technology systems. Promptly following the detection of the event, the Board was notified and briefed by management. The Board was frequently engaged with management throughout the response, remediation and aftermath of the incident, receiving multiple updates from management while providing oversight on a number of topics, including incident response and investigation, remediation, public disclosure, risk management, regulatory requirements, internal controls and overall impacts to the Company. The Board has continued to exercise its oversight to understand the lessons learned from the incident and ensure that they are applied by management.

Oversight of Political Spending

We participate in the public policy process in various ways including corporate government affairs activities designed to educate policymakers on key issues related to our business, political giving through the Johnson Controls Political Action Committee (“PAC”), and limited direct corporate political contributions. To promote transparency, we make this information publicly available on our website and through various government filings, as required by law.

Our PAC is governed by a steering committee, which is chaired by our Executive Vice President & General Counsel and made up of business and functional leaders across the Company. The steering committee provides operational oversight and direction of PAC activities. The steering committee also reviews candidate recommendations and uses the PAC’s selection criteria to determine who will receive financial support.

Our lobbying and political activities are overseen by our Chief Sustainability & External Relations Officer, who works closely with our legal department to ensure compliance with our political engagement policy. Our Executive Vice President & General Counsel, Chief Sustainability & External Relations Officer, and Chief Compliance Officer meet together regularly with the Chief Executive Officer and the senior leadership team to review legislative, regulatory and political developments.

The Governance and Sustainability Committee provides primary board-level oversight in reviewing our corporate political activity and public policy efforts. Our Chief Sustainability & External Relations Officer reports to the Governance and Sustainability Committee on our governmental outreach, PAC and other political activities on a regular basis and the full Board is briefed on government relations matters at least annually.

Director Orientation

All new Directors participate in our director orientation program during his or her first few months on our Board. New Directors receive an extensive suite of onboarding materials covering Director responsibilities, corporate governance practices and policies, business strategies, leadership structure, and long-term plans. They then participate in a series of meetings with management representatives from our business and functional areas to review and discuss information about the Company’s strategic plans, financial statements, and key issues, policies, and practices. Based on feedback from our Directors, we believe this onboarding approach provides new Directors with a strong foundation for understanding our businesses, connects Directors with members of management with whom they will interact, and accelerates their effectiveness to engage fully in Board deliberations. During fiscal year 2023, Dr. Ayesha Khanna participated in our director orientation program, meeting

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Governance of the Company  ›  Director Orientation

on-site with management representatives and subject matter experts to understand our business, strategy and risks. These meetings were supplemented with additional meetings with members of management during the year.

Director Education

Our Board believes that Director education is key to the ability of Directors to fulfill their roles and supports Board members in their continuous learning. Directors may enroll in continuing education programs at our expense on corporate governance and critical issues associated with a Director’s service. The Corporate Secretary, in collaboration with the Governance and Sustainability Committee, advises Directors of opportunities for Director education in areas important to the Company and the overall functioning of the Board. Our Board also hears regularly from management on numerous subjects, including investor relations, human capital management, sustainability, technology, regulatory developments, data privacy, and cybersecurity. In addition, the Board periodically participates in site visits to our facilities.

For example, in fiscal year 2023, our Board participated in a site visit to our OpenBlue Innovation Center located at our headquarters in Cork, Ireland. During the site visit, the Board received a deep dive review of the Company’s OpenBlue platform. During this visit, the directors received an in-depth review of the platform, together with technology demonstrations showcasing the capabilities and value proposition of OpenBlue. The Board also engaged directly with a customer and a technician, providing an understanding of how customers view and have adopted OpenBlue and how the capabilities enabled by OpenBlue are enhancing and transforming the role of the technician.

During fiscal year 2023, the Board engaged outside experts to provide a dedicated education session on sustainability matters. During the session, the Board engaged in an interactive discussion with experts on key sustainability concepts and trends, current and anticipated areas of focus for investors and stakeholders and how the Board can operate effectively to oversee sustainability-related risks and opportunities.

Shareholder Engagement

In fiscal year 2023, we continued our focus on regularly engaging with our shareholders. We reached out to holders of over 60% of our outstanding shares. Meetings were requested by four shareholders, representing approximately 11% of the Company’s outstanding shares. During these meetings, we discussed many topics including director evaluation and succession, our executive compensation program, board governance structure, PFAS oversight and our sustainability strategy. Investors provided valuable comments and perspectives on the Company’s governance, risk and compensation practices and were generally supportive of the Company’s approach in these areas. Investors also expressed their approval of the Company’s corporate responsibility and sustainability efforts. In addition, several shareholders declined or cancelled meetings noting that engagement was unnecessary due to no significant concerns with our governance and compensation practices. This outreach and the corresponding discussions provide our Board with valuable insights into our shareholders’ views. We plan to continue to actively engage with our shareholders on a regular basis to better understand and consider their views.

Board Committees

To conduct its business the Board maintains three standing committees: Audit, Compensation and Talent Development, and Governance and Sustainability; and each of these NYSE-required committees are entirely composed of independent Directors. The Board also maintains an Executive Committee comprised of the Chairman, Lead Director and each committee chair that meets to review matters as delegated to it by the Board. All committees report on their activities to the full Board.

The Lead Director may also convene “special committees” to review discrete matters that require the consideration of a Board committee, but do not fit within the mandate of any of the standing committees. Special committees report their activities to the full Board.

To ensure effective discussion and decision making while at the same time having a sufficient number of independent Directors for its three standing committees, the Board is normally constituted of between ten and thirteen Directors. The minimum and maximum number of Directors is set forth in our Articles of Association.

The Governance and Sustainability Committee reviews the Board’s governance guidelines annually and recommends appropriate changes to the full Board.

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Governance of the Company  ›  Board Meetings

Board Meetings

The Board meets at least four times annually and additional meetings may be called in accordance with our Articles of Association. The Board may also meet more frequently where warranted by business circumstances or other matters impacting the Company. Frequent board meetings are critical not only for timely decisions, but also for Directors to be well informed about Johnson Controls’ operations and issues. One of these meetings will be scheduled in conjunction with the Annual General Meeting of Shareholders and Board members are required to be in attendance at such meeting either in person or virtually. The Lead Director and the Chairman of the Board are responsible for setting meeting agendas with input from the other Directors.

Committee meetings are normally held in conjunction with Board meetings. Major committee decisions are reviewed and approved by the Board. The Board Chair and committee chairs are responsible for conducting meetings and informal consultations in a fashion that encourages informed, meaningful and probing deliberations. Presentations at Board meetings are concise and focused, and they include adequate time for discussion and decision-making. An executive session of independent Directors, chaired by the Lead Director, is held at least annually, and in practice occurs at least once during most Board meetings. Mr. Tinggren ensures that the executive sessions are highly interactive and include robust discussions on the Company’s strategic and operational initiatives and related risks. They also include in-depth discussions on matters such as executive performance and succession planning. These discussions are key to informing the Board’s oversight role and appropriately challenging management.

Directors receive the agenda and materials for regularly scheduled meetings in advance. Best efforts are made to make materials available as soon as one week in advance, but no later than three days in advance. When practical, the same applies to special meetings of the Board. Directors may ask for additional information from, or meetings with, senior managers at any time.

Strategic planning and succession planning sessions are held at least annually at a regular Board meeting, but such sessions often occur more frequently. Succession planning meetings focus on the development and succession of not only the CEO but also the Company’s other senior executives.

The Board’s intent is for Directors to attend all regularly scheduled Board and committee meetings. Directors are expected to use their best efforts to attend regularly scheduled Board and committee meetings in person. All independent Board members are welcome to attend any committee meeting.

Formal Board meetings are supplemented by informal Board update calls hosted by the CEO and Lead Director. These calls are held on at least a monthly basis in the periods between Board meetings to keep the Directors current on important developments in the business as well as the status of key strategic and operational initiatives. These update calls provide Directors with the opportunity to stay current on matters impacting the Company, which facilitates more efficient and robust discussions at the regularly scheduled Board meetings.

The Board also makes periodic visits to our facilities to learn more about our products and customers. For example, in fiscal year 2023 our Board participated in a site visit to our OpenBlue Innovation Center in Cork, Ireland.

Board and Committee Calendars

A calendar of agenda items for the regularly scheduled Board meetings and all regularly scheduled committee meetings is prepared annually by the Chair of the Board in consultation with the Lead Director, committee chairs, and other Directors.

Board Communication

Management speaks on behalf of Johnson Controls and the Board normally communicates through management with outside parties including shareholders, business journalists, analysts, rating agencies and government regulators. In certain circumstances Directors may also meet with shareholders to discuss specific governance topics. The Board has established a process for interested parties to communicate with members of the Board, including the Lead Director. If you have any concern, question or complaint regarding our compliance with any policy or law, or would otherwise like to contact the Board, you can reach the Johnson Controls Board of Directors via email at jciboard@jci.com. Depending upon the nature of the communication and to whom it is directed, the Corporate Secretary will: (a) forward the communication to the appropriate Director or Directors; (b) forward the communication to the relevant department within the Company; or (c) attempt to handle the matter directly (for example, a communication dealing with a share ownership matter). Shareholders, customers, vendors, suppliers and employees can also raise concerns at www.johnsoncontrolsintegrityhelpline.com. Inquiries can be submitted anonymously and confidentially.

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Governance of the Company  ›  Board Communication

All Integrity helpline inquiries are received and reviewed by the Integrity Helpline manager, who is part of the Compliance function. A report summarizing all items received resulting in cases is prepared for the Audit Committee of the Board. The Integrity Helpline manager directs cases to the applicable department (such as customer service, human resources, or in the case of accounting or control issues, forensic audit) and follows up with the assigned case owner to ensure that the cases are responded to in a timely manner. The Board also reviews non-trivial shareholder communications received by management through the Corporate Secretary’s Office or Investor Relations.

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Governance of the Company  ›  Board and Committee Evaluation Process

Board and Committee Evaluation Process

The Board views self-evaluation of Board and committee performance as an integral part of its commitment to continuous improvement. The Governance and Sustainability Committee annually reviews the evaluation process and considers ways to augment it.

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Governance of the Company  ›  Board Advisors

Board Advisors

The Board and its committees (consistent with the provisions of their respective charters) may retain their own advisors, at the expense of the Company, as they deem necessary in order to carry out their responsibilities.

Board Compensation and Share Ownership

The Governance and Sustainability Committee annually reviews the Directors’ compensation and recommends changes in the level and mix of compensation to the full Board. See the Compensation Discussion and Analysis for a detailed discussion of the Compensation and Talent Development Committee’s role in determining executive compensation.

To help align Board and shareholder interests, Directors are encouraged to own Johnson Controls ordinary shares or their equivalent, with the guideline set at five times the annual cash retainer. Directors are expected to attain this minimum share ownership guideline within five years of joining the Board. Once a Director satisfies the minimum share ownership recommendation, the Director will remain qualified, regardless of market fluctuations, under the guideline as long as the Director does not sell any shares. Mr. Oliver receives no additional compensation for service as a Director.

Director Independence

To maintain its objective oversight of management, the Board consists of a substantial majority of independent Directors. Our Board annually determines the independence of each Director and nominee for election as a Director based on a review of the information provided by the Directors and the executive officers and a survey by our legal and finance departments. The Board makes these determinations under the NYSE Listed Company Manual’s independence standards and our Corporate Governance Guidelines, which are more restrictive than the NYSE independence standards.

Independent Directors:

Directors meet stringent definitions of independence and for those Directors that meet this definition, the Board will make an affirmative determination that a Director is independent. The Board has determined that all of the Director nominees, with the exception of Mr. Oliver, meet these standards and are therefore independent of the Company.

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Governance of the Company  ›  Director Service

Director Service

Directors are elected by an affirmative vote of a majority of the votes cast (in person or by proxy) by shareholders at the Annual General Meeting. They are elected to serve for one-year terms (except in instances where a Director is elected during a special meeting), ending after completion of the next succeeding Annual General Meeting. If a Director resigns or otherwise terminates his or her directorship prior to the next Annual General Meeting, the Board may appoint an interim Director until the next Annual General Meeting. Any nominee for Director who does not receive an affirmative vote of a majority of votes cast (in person or by proxy) by shareholders at the Annual General Meeting is not elected to the Board.

Each Director is required to tender their resignation from the Board at the Annual General Meeting following his or her 75^th birthday. The rotation of committee chairs and members is considered on an annual basis to ensure diversity of Board member experience and variety of perspectives across the committees, but there is no strict committee chair rotation policy. Any changes in committee chair or member assignments are made based on committee needs, Director interests, succession planning, experience and availability, and applicable regulatory and legal considerations. Moreover, the value of rotation is weighed carefully against the benefit of committee continuity and experience.

Directors are also expected to inform the Governance and Sustainability Committee of any significant change in their employment or professional responsibilities and are required to offer their resignation to the Board in the event of such a change. This allows for discussion with the Governance and Sustainability Committee to determine if it is in the mutual interest of both parties for the Director to continue on the Board.

The Governance and Sustainability Committee is responsible for the review of all Directors and where necessary will take action to recommend to shareholders the removal of a Director for performance, which requires the affirmative vote of a majority of the votes represented (in person or by proxy) at a duly called shareholder meeting.

Nomination of Directors and Board Diversity

The Governance and Sustainability Committee, in accordance with the Board’s governance principles, seeks to create a Board that, as a whole, is strong in its collective knowledge and has a diversity of skills and experience with respect to vision and strategy, management and leadership, business operations, business judgment, crisis management, risk assessment, industry knowledge, accounting and finance, corporate governance and global markets. Although the Johnson Controls Board does not have a specific policy or requirement regarding diversity, the Board regards diversity as an important factor in evaluating the overall composition of the Board and when selecting Director nominees. The Board takes into account the current composition and diversity of the Board (including diversity with respect to race, gender, national origin and ethnicity) and the extent to which a candidate’s particular expertise and experience will complement the expertise and experience of other Directors. The Governance and Sustainability Committee also considers whether the Board has an appropriate combination of professional experience, skills, exposure to international markets, knowledge and variety of viewpoints and backgrounds in light of Johnson Controls’ current and expected future needs. In addition, the Governance and Sustainability Committee believes that it is desirable for new candidates to contribute to a variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences. The Governance and Sustainability Committee periodically reviews these criteria and qualifications to determine any need to revise such criteria and qualifications based upon corporate governance best practices and Johnson Controls’ needs at the time of the review. The current composition of our Board and Director nominees reflects these ongoing efforts and the continued importance of a diversity of skills, backgrounds, characteristics and experience to the Board.

General criteria for the nomination of Director candidates include:

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Governance of the Company  ›  Nomination of Directors and Board Diversity

The Company also strives to have all non-employee Directors be independent. In addition to having such Directors meet the NYSE definition of independence, the Board has set its own more rigorous standard of independence. The Governance and Sustainability Committee must also ensure that the members of the Board as a group maintain the requisite qualifications under NYSE listing standards for populating the Audit, Compensation and Talent Development and Governance and Sustainability Committees. In addition, the Governance and Sustainability Committee ensures that each member of the Compensation and Talent Development Committee is a “Non-Employee” Director as defined in the Securities Exchange Act of 1934 and is an “outside director” as defined in section 162(m) of the U.S. Code.

As provided in its charter, the Governance and Sustainability Committee will consider Director candidates recommended by shareholders. To recommend a Director candidate, a shareholder should write to Johnson Controls’ Secretary at Johnson Controls’ current registered address: One Albert Quay, Cork, Ireland, T12 X8N6. Such recommendation must include:

The recommendation must also follow the procedures set forth in Articles 54 through 68 of our Memorandum and Articles of Association to be considered timely and complete in order to be considered for nomination to the Board.

To be considered by the Governance and Sustainability Committee for nomination and inclusion in the Company’s Proxy Statement for the 2025 Annual General Meeting, shareholder recommendations for Director must be received by Johnson Controls’ Corporate Secretary no later than September 21, 2024. Once the Company receives the recommendation, the Company may deliver a questionnaire to the candidate that requests additional information about the candidate’s independence, qualifications and other information that would assist the Governance and Sustainability Committee in evaluating the candidate, as well as certain information that must be disclosed about the candidate in the Company’s proxy statement, if nominated. Candidates must complete and return the questionnaire within the time frame provided to be considered for nomination by the Governance and Sustainability Committee. To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of Director nominees other than the Company’s nominees must also provide the additional information required by Rule 14a-19(b) under the Exchange Act. Such additional information must be received by Corporate Secretary at the Company’s registered address by no later than January 13, 2025. No candidates were recommended by shareholders in connection with the 2024 Annual General Meeting.

The Governance and Sustainability Committee from time to time employs an unrelated search firm to assist the Committee in Identifying candidates for Director when a vacancy occurs. The Governance and Sustainability Committee also receives suggestions for Director candidates from Board members. All of our nominees for Director other than Mr. Archer and Mr. Kotagiri are current members of the Board. In evaluating candidates for Director, the Governance and Sustainability Committee uses the qualifications described above, and evaluates shareholder candidates in the same manner as candidates from all other sources.

In 2023, the Board engaged Egon Zehnder to assist it in identifying director candidates possessing a diversity of skills and experience in line with the Company’s strategic vision and the Board’s director nomination criteria. Members of the Governance and Sustainability Committee and the full Board evaluated and met with several candidates to identify potential director nominees. In connection with this process, Timothy Archer and Swamy Kotagiri were recommended for nomination to serve as Directors by the Board with the support of the Governance and Sustainability Committee. Based on the Governance and Sustainability Committee’s evaluation of the current Directors and director candidates each nominee was recommended for election.

Other Directorships, Conflicts and Related Party Transactions

We recognize the importance of having Directors with significant experience in other businesses and activities; however, Directors are expected to ensure that other commitments, including outside board memberships (including board leadership roles), do not interfere with their duties and responsibilities as members of the Johnson Controls’ Board. In order to provide

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Governance of the Company  ›  Other Directorships, Conflicts and Related Party Transactions

sufficient time for informed participation in their Board responsibilities, non-executive Directors are required to limit their external directorships of other public companies to three and Audit Committee members are required to limit their audit committee membership in other public companies to two. The Board may, in its discretion, waive these limits in special circumstances. When a Director or the CEO intends to serve on another public company board, the Governance and Sustainability Committee is required to be notified. The Governance and Sustainability Committee reviews the possibility of conflicts of interest or time constraints and must approve the CEO’s or Director’s appointment to the outside board. Each Director is required to notify the Corporate Secretary of any potential conflicts. The CEO may serve on no more than one other public company board. The CEO shall resign or retire from the Board upon resigning or retiring from his role as CEO, following a transition period mutually agreed upon between the CEO and the Compensation and Talent Development Committee.

The Company has a formal, written procedure intended to ensure compliance with the related party provisions in our Code of Ethics and with our corporate governance guidelines. For the purpose of the policy, a “related party transaction” is a transaction in which we participate and in which any related party has a direct or indirect material interest, other than ordinary course, arms-length transactions of less than 1% of the revenue of the counterparty. Transactions exceeding the 1% threshold, and any transaction involving consulting, financial advisory, legal or accounting services that could impair a Director’s independence, must be approved in advance by our Governance and Sustainability Committee. Any related party transaction in which an executive officer or a Director has a personal interest, or which could present a possible conflict under the Code of Ethics, must be approved in advance by a majority of disinterested Directors, following appropriate disclosure of all material aspects of the transaction.

Under the rules of the Securities and Exchange Commission, public issuers such as Johnson Controls must disclose certain “related person transactions.” These are transactions in which Johnson Controls is a participant where the amount involved exceeds $120,000, and a Director, executive officer or holder of more than 5% of our ordinary shares has a direct or indirect material interest. Although Johnson Controls engaged in commercial transactions in the normal course of business with companies where Johnson Controls’ Directors and Director nominees were employed and served as officers, none of these transactions exceeded 1% of Johnson Controls’ gross revenues and these transactions are not considered to be related party transactions.

Code of Ethics

We have adopted the Code of Ethics, which applies to all employees, officers, and Directors of Johnson Controls. The Code of Ethics meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K and applies to our CEO, Chief Financial Officer and Chief Accounting Officer, as well as all other employees. The Code of Ethics also meets the requirements of a code of business conduct and ethics under the listing standards of the NYSE. The Code of Ethics is posted on our website at www.johnsoncontrols.com under the heading “Our Company — Ethics and Compliance.” We will also provide a copy of the Code of Ethics to shareholders upon request. We disclose any amendments to the Code of Ethics, as well as any waivers for executive officers or Directors on our website at www.johnsoncontrols.com under the heading “Our Company — Ethics and Compliance.” The Board of Directors annually certifies their compliance with the Code of Ethics. The Company maintains established procedures by which employees may anonymously report a possible violation of the Code of Ethics. The Audit Committee maintains procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters. The Audit Committee also maintains procedures for employees to report concerns regarding questionable accounting or auditing policies or practices on a confidential, anonymous basis.

38        Johnson Controls International plc

Governance of the Company  ›  Sustainability

Sustainability   At Johnson Controls, sustainability is at the heart of our business and fundamental to everything we do. This is a critical time for climate action and we have committed to science-based emission reduction targets for Scopes 1, 2, and 3 by 2030 and achieving net zero emissions for Scopes 1 and 2 by 2040. As a global leader in smart, healthy and sustainable buildings, our 100,000 employees across more than 150 countries reimagine the performance of buildings and provide innovative products and services that make spaces healthier for those that occupy them and empower customers and communities to consume less energy and conserve resources.   We believe our leadership across environmental, social and governance (ESG) issues ultimately creates long-term benefits for our customers, employees, shareholders, and society. The management of Johnson Controls is responsible for
developing our overall mission and strategic plan on an enterprise and business level. Our Board of Directors retains oversight authority – defining and overseeing the implementation of, and compliance with, standards of accountability and monitoring the effectiveness of management policies and decisions to ensure the company is managed in such a way to achieve its objectives.

Our Enterprise ESG Governance Program includes four levels of oversight: Board of Directors, Executive Committee, ESG Leadership Committee, and Enterprise ESG Workstreams. All sustainability topics and associated strategies, targets, and metrics fall into one of six ESG Workstreams: climate; product stewardship; sustainable value chain; diversity, equity, and inclusion; social impact; and governance.

Ambitious vision. Impactful, measurable results.

Our Enterprise ESG Workstreams further both our long-term strategy and the achievement of our annual commitments.

		Climate Our business transformation includes commitments to reduce our impact on the environment and ensure our supply chain is doing the same. By 2030, we have committed to cut our Scope 1 and 2 absolute emissions by 55% and Scope 3 absolute emissions from our products in use by 16% against a 2017 baseline year.

We believe we are well-ahead of our scope 1 and 2 and scope 3 commitments as of 2023 with seven more years until the commitment date of 2030. Our emissions reduction targets have been approved by the Science Based Targets initiative. We are committed to achieving Net Zero Scope 1 and 2 emissions by 2040 in alignment with The Climate Pledge and to source 100% renewable electricity globally by 2040.

Our carbon transition strategy for Scope 1 and 2 emissions is comprised of four pillars: (1) global facility decarbonization; (2) refrigerant loss reduction; (3) fleet emission reduction through efficiency and electrification; and (4) a transition to renewable electricity. The key strategies for Scope 3 emissions reduction are linked to our product stewardship strategy where we develop and commercialize low-carbon, energy efficient products and digital solutions to further reduce customer emissions.

		Product Stewardship As a global leader in the built environment, delivering sustainable products and solutions is core to helping our customers decarbonize their building portfolios. Our OpenBlue Net Zero Buildings-as-a-Service is a solution for companies looking to achieve net zero carbon buildings and renewable energy goals. We offer industry-leading net-zero advice, as well as one-source turnkey access to the full spectrum of our products. In 2023, we also

launched new chillers with the ultra-low GWP refrigerant R-1234ze for the North America market.

Our four-part strategy includes: (1) development of low-carbon energy efficient products, (2) enhancing our services and digital solutions, (3) reduction of the carbon footprint of our products to enable customers to build net zero embodied carbon facilities, and (4) engagement with our suppliers to build sustainable roadmaps for decarbonization.

2024 Notice and Proxy Statement        39

Governance of the Company  ›  Ambitious vision. Impactful, measurable results.

		Sustainable Supply Chain In 2023, we launched our supplier sustainability program with EcoVadis, a globally recognized sustainability assessment ratings agency. Their systematic ratings program evaluates suppliers across environment, labor and human rights, ethics, and sustainable procurement practices. In one year, nearly 1,600 of our suppliers, representing 37% of our total supplier spend, have been evaluated through the EcoVadis tool. The EcoVadis

rating is included on our supplier scorecards and equal to cost, quality, and delivery in supplier performance evaluations.

We are proud to have received a Platinum rating from EcoVadis, joining the top 1% of more than 100,000 companies assessed across environment, labor, human rights, ethics, and sustainable procurement practices.

Our sustainable supply chain initiatives identify diverse suppliers and integrate them into our procurement processes, including category strategies, sourcing board events, and supplier development activities.

		Diversity, Equity, and Inclusion We understand our role in empowering employees to bring their authentic selves to work each day, which in turn adds value, fosters creativity, and inspires change across the organization. Our diversity, equity and inclusion mission, vision and roadmap continue to inform our strategies and drive business objectives, further enabling our culture of inclusion to succeed. At Johnson Controls, every employee is empowered to take an

active role in creating a culture that values uniqueness, celebrates creativity, and drives innovation. We continue to create an environment where our rich culture of inclusion will drive the right mindsets and behaviors, unlock engagement, accelerate productivity, and foster innovation, leading to exceptional customer outcomes.

Our Business Resource Groups are open to all employees and typically consist of employees who share similar interests, backgrounds, experiences, and characteristics. These employee-driven groups connect with and support one another while providing a safe environment for respectful dialogue that encourages progress and growth. Our Business Resource Groups made tremendous progress in membership throughout 2023. In 2023, new membership increased by 36 percent and overall membership increased by 8 percent.

In 2023, we are proud to have been named to TIME’s World’s Best Companies 2023, Sustainability Magazine’s 2023 Top 100 Companies, Forbes Best Employers for Women 2023, and Newsweek’s America’s Greatest Workplaces for Diversity 2023.

		Social Impact We are committed to advancing the well-being of our communities and our planet and supporting smart, healthy and sustainable tomorrows. Since its inaugural year in 2021, Johnson Controls Community College Partnership Program has been on track to donate up to $15 million by the end of 2026, enabling access to educational programs in the HVAC, fire, security, and digital disciplines. In 2023, the program expanded in North America

and India in cities where we have a significant consumer base and employee presence.

Since 2003, our employees have volunteered over 1.92 million hours in local communities, volunteering nearly 46,000 hours in 2023, an increase in volunteer hours by 36% year-over-year. In 2023, we saw the highest volunteer hours in one year in our company’s history.

40        Johnson Controls International plc

Governance of the Company  ›  Ambitious vision. Impactful, measurable results.

Governance

Our Enterprise ESG Governance Program includes four levels of oversight.

For More Information

We believe that it is important that Johnson Controls’ stakeholders and others are able to review its corporate governance practices and procedures. Our corporate governance guidelines are embodied in a formal document that has been approved by Johnson Controls’ Board of Directors. It is available on our website at www.johnsoncontrols.com under the heading “Investors-Corporate Governance.” We will also provide a copy of the corporate governance principles to shareholders upon request. Our corporate governance guidelines and general approach to corporate governance as reflected in our Memorandum and Articles of Association and our internal policies and procedures are guided by U.S. practice and applicable federal securities laws and regulations and NYSE requirements. Although we are an Irish public limited company, we are not subject to, nor have we adopted, the U.K. Corporate Governance Code or any other non-statutory Irish or U.K. governance standards or guidelines. While there are many similarities and overlaps between the U.S. corporate governance standards applied by us and the U.K. Corporate Governance Code and other Irish/U.K. governance standards or guidelines, there are differences, in particular relating to the extent of the authorization to issue share capital and effect share repurchases that may be granted to the Board and the criteria for determining the independence of Directors.

2024 Notice and Proxy Statement        41

Governance of the Company  ›  Compensation of Non-Employee Directors

COMPENSATION OF NON-EMPLOYEE DIRECTORS

Non-employee Director compensation for fiscal year 2023 consisted of an annual cash retainer of $145,000 and restricted stock units (“RSUs”) with a grant date value of approximately $180,000 and a one-year vesting term. The Lead Director received an additional $40,000 and the chairs of each standing committee received an additional fee of $25,000. A Director who is also an employee receives no additional remuneration for services as a Director. In fiscal year 2023, the Governance and Sustainability Committee conducted its annual review of Director compensation, which included a review of industry and peer Director compensation practices. Based on this review, the Governance and Sustainability Committee recommended no changes to director compensation for fiscal year 2024. The Board believes that the compensation of its non-employee Directors is reasonable, appropriate and consistent with market practice.

Charitable Contributions

The Board understands that its members, or their immediate family members, serve as directors, trustees, executives, advisors and in other capacities with a host of other organizations. If Johnson Controls directs a charitable donation to an organization in which a Johnson Controls Director, or their immediate family member, serves as a director, trustee, executive, advisor, or in other capacities with the organization, the Board must approve the donation. Any such donation approved by the Board will be limited to an amount that is less than 2% of that organization’s annual charitable receipts, and less than 2% of Johnson Controls’ total annual charitable contributions. In line with its matching gift policy for employees, Johnson Controls will make an annual matching gift of up to $3,000 for each Director to qualifying charities.

42        Johnson Controls International plc

Governance of the Company  ›  Committees of the Board

COMMITTEES OF THE BOARD

The tables below sets forth committee membership as of the end of fiscal year 2023 and meeting information for each of the Board Committees.