Irene Esteves joins Johnson Controls (NYSE: JCI) board and audit committee
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Johnson Controls International plc appointed Irene Esteves to its board of directors, increasing the board size to 12 members. Her term runs until the conclusion of the next annual general meeting, where she is expected to stand for re-election, and she will also serve on the Audit Committee.
Esteves will receive standard director compensation, including a prorated fiscal third-quarter cash retainer of $11,154 and a restricted stock unit award with a grant date fair value of $135,000, reflecting the pro-rata portion of a $180,000 annual non-employee director grant. The RSUs vest one day immediately prior to the 2027 annual meeting. She will be indemnified under existing director indemnification agreements, and the company issued a press release detailing her appointment.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Prorated Q3 director retainer: $11,154
RSU grant fair value: $135,000
Full-year director RSU value: $180,000
3 metrics
Prorated Q3 director retainer
$11,154
Cash retainer for fiscal third quarter for new director
RSU grant fair value
$135,000
Grant date fair value of pro-rata non-employee director RSU award
Full-year director RSU value
$180,000
Full-year non-employee director equity award value used for pro-rata calculation
Key Terms
restricted stock unit, Regulation FD Disclosure, Indemnification Agreements, Annual General Meeting of Shareholders, +1 more
5 terms
restricted stock unit financial
"In connection with her election, Ms. Esteves received a restricted stock unit (“RSU”) award"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Indemnification Agreements regulatory
"Each of the Company and its wholly owned subsidiary ... will indemnify Ms. Esteves pursuant to Indemnification Agreements"
Indemnification agreements are contracts in which one party agrees to pay for losses, legal costs, or damages another party might face — like a friend promising to cover repair bills if their dog breaks your window. For investors, these agreements matter because they determine who ultimately bears financial and legal risk, affecting a company’s potential liabilities, cash flow needs, and the willingness of executives or partners to take on roles or deals.
Audit Committee financial
"Ms. Esteves was also appointed to serve on the Audit Committee of the Board."
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||
Item 5.02. Departure of Directors or Certain Officers; Elections of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On June 3, 2026, the Board of Directors (the “Board”) of Johnson Controls International plc (the "Company") increased the size of the Board to 12 directors in accordance with its Memorandum and Articles of Association and appointed Irene Esteves to serve as a member of the Company’s Board with a term expiring at the conclusion of the next annual general meeting of shareholders of the Company, where she is expected to stand for re-election. Ms. Esteves was also appointed to serve on the Audit Committee of the Board.
Ms. Esteves will receive compensation pursuant to the Company’s standard arrangements for directors as described in its Proxy Statement for the 2026 Annual General Meeting of Shareholders, including a prorated quarterly retainer payment of $11,154 for the Company’s fiscal third quarter. In connection with her election, Ms. Esteves received a restricted stock unit (“RSU”) award with a grant date of June 8, 2026 and a grant date fair value of $135,000, representing the pro-rata value of a full year non-employee director award of $180,000. This RSU award will vest one day immediately prior to the 2027 Annual General Meeting of Shareholders.
Each of the Company and its wholly owned subsidiary, Tyco Fire & Security (US) Management, LLC (“Tyco F&S”), will indemnify Ms. Esteves pursuant to Indemnification Agreements in the same form as they have used with other directors of the Company. The form indemnification agreements provide that, to the fullest extent permitted by law, the Company and/or Tyco F&S will indemnify each director against expenses (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the director in connection with any claim against the director as a result of the director’s service as a member of the Board. The summaries of the material terms of the form indemnification agreements set forth above are qualified in their entirety by reference to the full text of the applicable agreements. (See Exhibits 10.2 and 10.3, respectively, to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2025, which exhibits are incorporated herein by reference.)
There are no related party transactions involving Ms. Esteves that would require disclosure pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Esteves and any other persons pursuant to which she was selected as a director of the Company.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing the appointment of Ms. Esteves as described in Item 5.02 above is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information contained in this Item 7.01, including the accompanying Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | ||||
| 99.1 | Press release issued by Johnson Controls International plc, dated June 3, 2026 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JOHNSON CONTROLS INTERNATIONAL PLC | ||||||||||||||
| Date: June 3, 2026 | By: | /s/ Richard J. Dancy | ||||||||||||
| Name: | Richard J. Dancy | |||||||||||||
| Title: | Vice President and Corporate Secretary | |||||||||||||
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Exhibit 99.1
Johnson Controls appoints Irene Esteves to board of directors
CORK, Ireland — June 3, 2026 — Johnson Controls International plc (NYSE: JCI), a global leader in thermal management, mission-critical building systems, energy efficiency, and decarbonization, today announced the appointment of Irene Esteves to its board of directors, effective immediately.
Esteves brings deep global finance and governance experience, with a proven record of leading large-scale, technology-driven industrial and aerospace organizations, further strengthening the Board as Johnson Controls advances its strategy to help customers deliver critical indoor operating conditions while reducing the energy intensity that comes with them.
“Irene is a highly respected leader with a track record of guiding global organizations through transformation, and she will be a strong addition to our Board,” said Joakim Weidemanis, Chief Executive Officer of Johnson Controls. “We are at a pivotal moment as we are working on transforming our 140-year-old company by focusing on mission critical applications to drive faster growth, leveraging technology and life cycle service driven innovation and our proprietary business system. Irene’s expertise will be invaluable as we focus our capabilities, better serve customers, and continue delivering long term value for shareholders.”
Esteves' appointment reflects the Board's ongoing commitment to refreshment and governance, with a focus on aligning its composition with the company's strategic direction and the increasingly complex environments its customers operate in.
“We have been deliberate about ensuring our Board has the right skills and expertise to support the company’s growth," said Mark Vergnano, Chairman of the Board of Johnson Controls. "Irene’s financial acumen and experience give her a rare perspective on the types of businesses and industries we serve. As we accelerate growth, she will help strengthen the Board's ability to guide Johnson Controls through its next chapter.”
With more than 25 years of financial leadership experience, Esteves most recently served as Executive Vice President and Chief Financial Officer of Spirit AeroSystems Holdings, Inc., where she oversaw global finance, treasury, accounting, tax, and investor relations functions and played a key role in corporate strategy and risk management. Prior to this, she served as Executive Vice President and Chief Financial Officer of Time Warner Cable Inc. She also currently serves on the Boards of Roper Technologies, Inc. and KKR Real Estate Finance Trust.
“I am excited to join the Johnson Controls Board at a time when exponential growth in mission-critical facilities is driving new demands for resilience, precision and energy efficiency," said Esteves. "Johnson Controls has the technology, the global scale and the right leadership team to capitalize on these opportunities, and I look forward to contributing to the company’s strategy and creating lasting value.”
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About Johnson Controls
Johnson Controls, a global leader in thermal management, mission-critical building systems, energy efficiency, and decarbonization, helps customers use energy more productively, reduce carbon emissions, and operate with the precision and resilience required in rapidly expanding industries such as data centers, healthcare, pharmaceuticals, advanced manufacturing, and higher education.
For more than 140 years, Johnson Controls has delivered performance where it really matters. Backed by advanced technology, lifecycle services and an industry-leading field organization, we elevate customer performance, turn goals into real-world results and help move society forward.
Visit johnsoncontrols.com for more information and follow @Johnsoncontrols on social platforms.
| INVESTOR CONTACT: | MEDIA CONTACT: | ||||
Mike Gates | Danielle Canzanella | ||||
| Direct: 414.524.5785 | Direct: 414.524.8687 | ||||
Email: Michael.j.gates@jci.com | Email: Danielle.canzanella@jci.com | ||||
FAQ
What did Johnson Controls (JCI) announce in this 8-K filing?
Johnson Controls announced the appointment of Irene Esteves to its board of directors, effective immediately. The board size increases to 12, and she will also serve on the Audit Committee and receive standard board compensation and indemnification protections.
What is Irene Esteves’ role on the Johnson Controls (JCI) board?
Irene Esteves has been appointed as a director with a term expiring at the next annual general meeting. She will also serve on the Audit Committee, adding deep global finance and governance experience to Johnson Controls’ board oversight structure.
How will Irene Esteves be compensated as a Johnson Controls (JCI) director?
Esteves will receive standard director compensation, including a prorated fiscal third-quarter cash retainer of $11,154. She also received a restricted stock unit award with a grant date fair value of $135,000, representing the pro-rata portion of a $180,000 annual director award.
When do Irene Esteves’ restricted stock units at Johnson Controls (JCI) vest?
The restricted stock unit award granted to Irene Esteves will vest one day immediately prior to the 2027 Annual General Meeting of Shareholders. This aligns her equity compensation with the company’s standard vesting schedule for non-employee directors.
Does Johnson Controls (JCI) provide indemnification to Irene Esteves as a director?
Yes. Johnson Controls and its subsidiary Tyco Fire & Security (US) Management, LLC will indemnify Irene Esteves under existing form indemnification agreements, covering expenses such as attorneys’ fees, judgments, fines, and settlements to the fullest extent permitted by law.