Jean Blackwell
Johnson Controls InternationalAbout Jean Blackwell
Jean Blackwell (age 70) has served on Johnson Controls’ board since June 2018 and is an independent director. She is the retired EVP & CFO of Cummins Inc. and formerly led the Cummins Foundation and corporate responsibility. At JCI, she chairs the Governance & Sustainability Committee and serves on the Executive Committee, bringing deep financial, governance, and ESG experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cummins Inc. | EVP & CFO | 2003–2008 | Senior finance leadership; deep financial acumen cited by JCI |
| Cummins Inc. | CEO, Cummins Foundation; EVP, Corporate Responsibility | 2008–2013 | Led ESG/public policy focus; governance/ESG expertise cited |
| Cummins Inc. | VP, Business Services | 2001–2003 | Operational leadership |
| Cummins Inc. | VP, Human Resources | 1998–2001 | Talent/HR leadership |
| Cummins Inc. | VP & General Counsel | 1997–1998 | Legal leadership |
| Bose McKinney & Evans LLP | Partner | 1984–1991 | Legal experience |
| State of Indiana | Executive Director, State Lottery Commission; State Budget Director | Not disclosed | Public policy/government experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ingevity Corporation | Director | Current | Specialty chemicals/high-performance carbon materials |
| Celanese Corporation | Director | 2014–2024 | Specialty materials; prior service |
| Essendant Inc. | Director | 2007–2018 | Wholesale distributor; prior service |
| Phoenix Companies Inc. | Director | 2004–2009 | Life insurance; prior service |
Board Governance
- Committee assignments: Chair, Governance & Sustainability Committee; Member, Executive Committee .
- Independence: Board-determined independent; JCI states 11 of 12 nominees are independent (excluding CEO) .
- Attendance and engagement: In FY2024, the full board met 8 times; all directors attended at least 75% of their meetings; average attendance ~99% .
- Tenure: Director since 2018; tenure ~6 years as of 2025 .
- Lead Independent Director: Jürgen Tinggren; independent executive sessions occur regularly .
- Committee scope (as Chair, Governance & Sustainability): Oversees director nominations, corporate governance guidelines, ESG strategy oversight, cybersecurity oversight (quarterly updates), and director compensation recommendations .
- Executive Committee scope (member): Reviews major corporate actions including portfolio optimization and capital appropriations .
Fixed Compensation (Non-Employee Director)
Policy for FY2024 (and unchanged for FY2025): $145,000 annual cash retainer; $180,000 in RSUs (1-year vest); +$25,000 for standing committee chairs; +$40,000 for Lead Director .
| Component | FY2023 | FY2024 |
|---|---|---|
| Cash fees ($) | $170,000 (includes $25k chair fee) | $170,000 (includes $25k chair fee) |
| RSU grant value ($) | $180,000 | $180,000 |
| Total ($) | $350,000 | $350,000 |
Additional notes:
- RSUs generally vest and deliver on the one-year anniversary of grant; valued at grant by multiplying shares by market price on grant date .
- No separate meeting fees disclosed .
Performance Compensation
- Directors at JCI receive time-based RSUs; proxy discloses no performance-based equity (e.g., PSUs) for directors. RSUs vest after one year and are not tied to financial/TSR metrics .
- Director stock ownership guideline: 5× annual cash retainer; expected to be achieved within five years of joining the board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | As-of Date |
|---|---|---|---|
| Jean Blackwell | 11,007 | <1% (out of 660,139,188 outstanding) | Jan 7, 2025 |
Policy safeguards:
- Anti-hedging and anti-pledging policy under the Insider Trading Policy (applies to directors) .
- Director stock ownership guideline: 5× annual retainer .
Other Directorships & Interlocks
- Current public company board: Ingevity Corporation .
- Prior boards: Celanese (through 2024), Essendant, Phoenix Companies .
- Related-party transactions: Company states commercial dealings involving companies where JCI directors serve did not exceed 1% of JCI gross revenues and are not considered related-party transactions; related-party transactions require Governance & Sustainability Committee approval above thresholds .
Expertise & Qualifications
- Former public-company CFO (Cummins) with deep financial/accounting expertise .
- Significant board leadership experience (committee chair/board chair roles at other companies) .
- ESG/public policy leadership (CEO of Cummins Foundation; EVP Corporate Responsibility) .
- Global operations and governance experience across multiple international companies .
Governance Assessment
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Strengths and signals of confidence:
- Independent director; chairs Governance & Sustainability—central to board composition, ESG, cybersecurity oversight, and governance standards .
- Strong director alignment framework: 5× retainer ownership guideline; anti-hedging/anti-pledging policy .
- High board engagement culture with strong attendance (avg ~99%) and structured oversight of strategy, risk, and cybersecurity, including quarterly updates and third-party advisory support .
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Potential watch items:
- As typical for JCI directors, equity grants are time-based RSUs (no performance linkage); investors may prefer performance-conditioned director equity at some issuers, though this is common practice and balanced by ownership guidelines .
- Individual director-level attendance percentages are not disclosed beyond the “≥75%” threshold; aggregate metrics are strong (~99% average) .
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Conflicts/related parties:
- No related-party transactions requiring disclosure under SEC rules; JCI policy requires Governance & Sustainability Committee approval for transactions above 1% of counterparty revenue or that could impair independence .