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8-K2026-05-13· deepseek-chat

JCI · Johnson Controls International plc

0000833444-26-000058

SEC filing

Summary

Johnson Controls adopted a long-term Value Growth Incentive Program linking executive compensation to aggressive sales and market cap goals over fiscal 2026-2030.

Key takeaways

Full analysis

On May 11, 2026, the Compensation and Talent Development Committee of Johnson Controls International plc approved the Value Growth Incentive Program (VGI Program), a long-term incentive plan designed to drive aggressive growth and value creation. The program grants performance-based share options and share appreciation rights to key executives, including named executive officers. The Options vest only if the Company achieves ambitious net sales and market capitalization goals over a five-year performance period (fiscal 2026-2030). Fifty percent of the Options are tied to a Sales Goal requiring significant net sales growth relative to fiscal 2025, contingent on also achieving a specified market capitalization level. The other fifty percent are tied solely to a Market Cap Goal measured as an average over 45 days. If goals are not fully met, pro-rata vesting may occur if threshold levels are achieved. The Options have an exercise price equal to the grant date share price, so they only have value if the stock price appreciates. Vesting also requires continued service through the performance period, with limited pro-rata vesting upon qualifying termination, death, or disability. Exercisability is generally limited to a two-year window from October 1, 2030 to September 30, 2032. The Committee approved initial grants to CEO Joakim Weidemanis ($10.5 million target), CFO Marc Vandiepenbeeck ($5.3 million), and CHRO Chris Scalia ($5.3 million), with a grant date of May 15, 2026. This program aligns executive compensation with long-term shareholder value creation and retention of critical talent.