Ayesha Khanna
Johnson Controls InternationalAbout Ayesha Khanna
Dr. Ayesha Khanna (age 51) is an independent director of Johnson Controls (JCI) since March 2023. She is Co-Founder and CEO of Addo, an AI firm focused on smart cities, and holds a PhD in Information Systems and Innovation from the London School of Economics. Her core credentials include enterprise IT, AI strategy, risk management (cybersecurity, data privacy, compliance), and public policy advisory roles; she serves on JCI’s Governance & Sustainability Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Addo (AI firm) | Co-Founder & CEO | 2017–present | Executive leadership; AI strategy for smart cities |
| The Keys Global | Chief Executive Officer | 2015–2016 | Technology education (coding, robotics, 3D printing) |
| Hybrid Reality Institute | Co-Founder & Director | 2010–2014 | Research/advisory on social impact of accelerating technologies |
| Wall Street (multiple firms) | Technology roles | >10 years | Built large-scale trading, risk management, analytics systems |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AVEVA (prior) | Director | Prior service, dates not specified | Multinational engineering/industrial software provider |
| Neom Tonomous (Neom subsidiary) | Director | Current, dates not specified | Oversees delivery of cognitive infrastructure for Neom smart city |
| 21C Girls (Singapore) | Founder & Chair | Not specified | Free coding/AI/web3 classes for girls |
Board Governance
- Committee assignments: Governance & Sustainability Committee member (not chair) .
- Independence: Board determined all nominees except the CEO are independent; Khanna meets stringent independence standards .
- Attendance and engagement:
- Full Board met 8 times in FY2024; all directors attended ≥75% of Board/committee meetings; average attendance ≈99% .
- Independent directors regularly meet in executive session under the Lead Director .
- Director share ownership guideline: 5x annual cash retainer, expected within five years of joining the Board .
| Governance Item | FY2024 Data |
|---|---|
| Board meetings held | 8 |
| Director attendance requirement | ≥75% (all directors met); average ≈99% |
| Independent director executive sessions | Yes; led by Lead Director |
| Khanna committee | Governance & Sustainability (member) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $145,000 | Standard non-employee director retainer |
| Committee chair fee | $0 (not a chair) | Chairs receive +$25,000 (not applicable to Khanna) |
| Lead Director premium | $0 (not Lead Director) | Lead Director receives +$40,000 |
| Meeting fees | None disclosed | Compensation is retainer + RSUs; no meeting fees disclosed |
| Total cash (FY2024) | $145,000 |
Performance Compensation
| Component | Grant Value | Vesting/Terms | Mechanics |
|---|---|---|---|
| RSUs (annual) | $180,000 (grant-date value) | One-year vesting; units convert to shares and deliver on grant anniversary | Fair value = shares × closing price on grant date |
| Options | None disclosed for directors | N/A | N/A |
| PSUs (performance-based) | None disclosed for directors | N/A | N/A |
| Total equity (FY2024) | $180,000 |
| Khanna FY2024 Director Compensation Mix | Cash | Equity (RSUs) | Total |
|---|---|---|---|
| Amounts | $145,000 | $180,000 | $325,000 |
Note: JCI’s director pay structure emphasizes retainer plus time-based RSUs; directors do not receive performance-conditioned PSUs or options under the non-employee director program .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None |
| Prior public company boards | AVEVA (prior) |
| Other board roles | Neom Tonomous (Neom subsidiary) |
| Interlocks/conflicts policy | Governance & Sustainability Committee pre-approves transactions >1% of counterparty revenue; any related person transactions >$120,000 disclosed per SEC rules; JCI notes normal-course transactions with companies tied to directors did not exceed 1% of JCI gross revenues and are not related-party transactions |
Expertise & Qualifications
- Deep expertise in AI, smart cities, enterprise IT strategy and implementation; risk domains include cybersecurity, data privacy, AI compliance .
- Public policy advisory experience (WEF Global Future Councils, Singapore Infocomm Media Authority) .
- Executive leadership and global team management experience; PhD (LSE) in Information Systems and Innovation .
Equity Ownership
| Item | Details |
|---|---|
| Beneficial ownership (as of Jan 7, 2025) | 1,534 shares |
| Ownership guidelines | 5x annual cash retainer; expected within five years of joining |
| Hedging/pledging | Prohibited under comprehensive anti-hedging/anti-pledging policy |
| Pledged shares | No pledging permitted; none disclosed in proxy |
Governance Assessment
- Independence and committee alignment: Independent; sits on Governance & Sustainability Committee—aligned with her risk/technology/public policy background, supporting board oversight of sustainability and cybersecurity .
- Attendance and engagement: Board-level attendance robust (≥75% for all; ~99% average); Board met 8 times, with ongoing executive sessions led by the Lead Director—positive signal for board effectiveness .
- Compensation and alignment: Standard director pay with meaningful equity via RSUs and robust ownership guidelines (5x retainer within five years), reinforcing long-term alignment; no options or performance PSUs for directors .
- Potential conflicts: JCI’s related-party policy and disclosure indicate normal-course transactions linked to directors were below the 1% threshold and not deemed related-party; oversight by Governance & Sustainability Committee mitigates risk .
- RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions requiring approval/disclosure, hedging/pledging, or pay anomalies in the proxy .
Overall, Khanna’s AI and technology oversight is additive to JCI’s strategic focus on digital building solutions, while independence, attendance, and pay structure support investor confidence in board governance quality .