Gretchen Haggerty - Director | Johnson Controls International (JCI) Executive Profile & Compensation

About Gretchen R. Haggerty

Independent director of Johnson Controls International plc since 2018; age 69. Former Executive Vice President & Chief Financial Officer of United States Steel Corporation with a 37‑year career, including chairing the U.S. Steel & Carnegie Pension Fund and its Investment Committee; recognized by the Board as an Audit Committee financial expert. Currently Chair of JCI’s Audit Committee and a member of the Executive Committee; other public boards include Teleflex Corporation and Atmus Filtration Technologies, Inc.

Past Roles

Organization	Role	Tenure	Committees/Impact
United States Steel Corporation	Executive Vice President & Chief Financial Officer	Mar 2003 – Aug 2013	Chair, U.S. Steel & Carnegie Pension Fund and Investment Committee
USX/United States Steel	Vice President & Treasurer; earlier finance roles	From Nov 1991 (prior roles earlier)	Senior financial leadership across steel and energy operations

External Roles

Organization	Role	Tenure	Committees/Impact
Teleflex Corporation	Director	Current	Not specified in JCI proxy
Atmus Filtration Technologies, Inc.	Director	Current	Not specified in JCI proxy
USG Corporation	Director	Former	Not specified in JCI proxy

Board Governance

Committee assignments: Audit Committee Chair; Executive Committee member. She is deemed independent under NYSE and JCI’s stricter independence standards, and designated an Audit Committee financial expert by the Board.
Meeting cadence and attendance: FY2024 Board met 8 times; Audit Committee met 10 times; Governance & Sustainability Committee met 4 times; Compensation & Talent Development Committee met 4 times. All directors attended at least 75% of Board and committee meetings; average attendance ~99%.
Lead Independent Director and executive sessions: The Board maintains a strong Lead Independent Director (Jürgen Tinggren) who chairs regular executive sessions of independent directors and hosts monthly update calls. Independent directors regularly meet in executive session.

Fixed Compensation

Component	FY 2024 ($)	Notes
Annual cash retainer	145,000	Standard non‑employee director cash retainer
Committee chair fee (Audit)	25,000	Additional fee for standing committee chairs
Total cash fees paid (Haggerty)	170,000	Reflects retainer + chair fee
RSU grant (grant‑date fair value)	180,000	One‑year vesting term; valued per ASC 718 at grant
Total (Haggerty)	350,000	Sum of cash fees and RSU grant

Additional notes:

Director compensation structure reviewed annually; no changes recommended for FY2025.

Performance Compensation

Metric/Design	Details
RSU vesting	Director RSUs generally vest in one year; units convert to shares on the anniversary of grant date. No performance metrics apply to non‑employee director equity.
Options/PSUs	None disclosed for directors.

Other Directorships & Interlocks

Item	Details
External public boards	Teleflex Corporation; Atmus Filtration Technologies, Inc.
Interlocks or related party exposure	Proxy notes commercial transactions with companies where JCI directors serve did not exceed 1% of JCI gross revenues and are not considered related party transactions; any transactions over 1% or involving consulting/legal/accounting services require Governance & Sustainability Committee pre‑approval. No related person transactions requiring SEC disclosure identified.
External commitments policy	Non‑executive directors limited to three public company boards; audit committee membership limited to two other public company audit committees, subject to Board discretion.

Expertise & Qualifications

Deep financial and accounting expertise with oversight experience as CFO; designated Audit Committee financial expert.
Experience leading global teams and operating across steel and energy industries; board service on multiple international companies.
Brings significant financial oversight as audit committee member/chair across companies.

Equity Ownership

Measure	Value
Beneficial ownership (as of Jan 7, 2025)	18,620 shares
Percent of class	Not specified in table (marked “*”).
Director ownership guideline	5x annual cash retainer; expected to attain within five years; once met, remains qualified barring share sales.
Hedging/pledging	Comprehensive anti‑hedging and anti‑pledging policy applies to directors and executives.

Governance Assessment

Strengths supporting investor confidence:
- Independent director and Audit Chair with “financial expert” designation; strong attendance culture (Board average ~99%) and active committee oversight; robust independence standards.
- Clear, conservative director pay structure (cash retainer + modest chair fee + time‑vested RSUs) with no performance metric manipulation risk; no FY2025 pay escalation.
- Anti‑hedging/anti‑pledging and formal related‑party vetting policies reduce alignment and conflict risks.
- Beneficial ownership present and director ownership guidelines (5x retainer) promote alignment, though individual guideline compliance status is not disclosed.
Watch items:
- Multiple external boards (Teleflex, Atmus) within policy limits; ongoing monitoring warranted for time‑commitment and potential indirect conflicts, though proxy indicates no related‑party transactions meeting SEC disclosure thresholds.
- Percent ownership not specified (marked “*”); investors may seek confirmation of guideline compliance status for additional assurance.
RED FLAGS
- None identified in the latest proxy: no related‑party transactions requiring disclosure; no hedging/pledging permitted; no director options or repricing activity.

Appendix: Board and Committee Reference

Committee	Role	FY2024 Meetings
Audit Committee	Chair (Haggerty); oversees financial reporting, auditor independence, internal controls	10
Executive Committee	Member (Haggerty); reviews major corporate actions, portfolio optimization, capital appropriations	Not specified in meeting count section
Board of Directors	Independent director; Board met 8 times; directors ≥75% attendance; average ~99%	8