Joakim Weidemanis
Johnson Controls InternationalAbout Joakim Weidemanis
Joakim Weidemanis, 56, became Chief Executive Officer of Johnson Controls on March 12, 2025 and joined the Board the same day; he previously served as an Executive Vice President at Danaher (2017–2024) after senior roles at Danaher (2011–2017), Mettler Toledo (2005–2011), and ABB (1995–2005) . Under his early tenure, JCI reported FY25 sales +3% to $23.6B, adjusted EPS $3.76, and a record $14.9B systems and services backlog (+13% y/y); he emphasized technology leadership in data center cooling and decarbonization and deployment of a proprietary business system to drive consistent results . Governance-wise, the board separated the Chair and CEO roles in 2H25, with Mark P. Vergnano serving as independent Chair, reducing dual-role concerns; as CEO, Weidemanis is a non‑independent director .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Danaher Corporation | Executive Vice President; previously senior roles (Diagnostics, Product ID, Water Quality; China operations) | 2011–2024 (EVP 2017–2024) | Led global technology businesses and China operations; broad operating and portfolio experience relevant to JCI’s digital/industrial strategy . |
| Mettler Toledo | Head, Product Inspection Division | 2005–2011 | Scaled industrial technology portfolio and operations . |
| ABB Ltd. | Operating and corporate development roles | 1995–2005 | Industrial and M&A experience across businesses and geographies . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Johnson Controls International | Director | 2025–present | Appointed immediately after 2025 AGM; serves as CEO; non‑independent . |
| Assa Abloy AB | Director | 2020–present | Public company board service in access solutions . |
| US‑India Strategic Partnership Forum (USISPF) | Director | 2025–present | Joined board in Oct 2025, reflecting global policy/technology engagement . |
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base salary | $1,500,000 | Established at appointment as CEO (Feb 5, 2025 8‑K) . |
| Annual Incentive Performance Program (AIPP) | Max payout capped at 320% of base; prorated for FY25 start | CEO participates under standard AIPP design; cap and proration disclosed at appointment . |
Performance Compensation
- Annual incentive design (AIPP)
- Metrics and weights: EBIT growth (1/3), revenue growth (1/3), free cash flow conversion (1/3); plus Strategic Initiative Modifier ±15% tied to services growth; Business Unit modifier; Individual modifier +10%/−25% .
- Long‑term incentives (LTI)
- Mix and metrics: 50% PSUs (3‑year), 25% share options, 25% RSUs; PSUs measured on three equally‑weighted metrics: cumulative pre‑tax earnings, recurring revenue, and relative TSR vs S&P 500 Industrials; PSUs cliff‑vest after 3 years; options vest 50% after 2 years and 50% after 3 years; RSUs vest ratably over 3 years .
| Plan | Metric | Weighting | Target | Actual | Payout | Vesting details |
|---|---|---|---|---|---|---|
| AIPP (FY25) | EBIT growth | 33.3% | Not disclosed | Not disclosed | Not disclosed | Annual cash; standard plan with strategic, BU, individual modifiers . |
| AIPP (FY25) | Revenue growth | 33.3% | Not disclosed | Not disclosed | Not disclosed | See above . |
| AIPP (FY25) | Free cash flow conversion | 33.3% | Not disclosed | Not disclosed | Not disclosed | See above . |
| PSU (FY24–FY26 cycle) | Cumulative pre‑tax earnings | 33.3% | Not disclosed | Not disclosed | Not disclosed | Cliff vests after 3‑year period (Dec 2026 for FY24–26) . |
| PSU (FY24–FY26 cycle) | Recurring revenue | 33.3% | Not disclosed | Not disclosed | Not disclosed | See above . |
| PSU (FY24–FY26 cycle) | Relative TSR vs S&P 500 Industrials | 33.3% | Not disclosed | Not disclosed | Not disclosed | See above . |
Specific CEO awards at appointment:
- FY25 pro‑rated LTI: $10,000,000 total (PSUs $5.0M; RSUs $2.5M; options $2.5M) .
- FY26 annual LTI target: $12,000,000 total (PSUs $6.0M; RSUs $3.0M; options $3.0M) to be granted in Q1 FY26 under annual cycle .
- One‑time equity grant on March 12, 2025: $5,000,000, comprising 75% PSUs under FY2024–2026 program (vests Dec 2026 subject to performance) and 25% options vesting 50% after one year from grant date and 50% on December 7, 2026; 10‑year option term .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Stock ownership guidelines | CEO required to hold shares equal to 6× base salary; five years to comply; until met, must retain after‑tax shares from option exercises/RSU/PSU vesting; options and unvested PSUs do not count . |
| Hedging/pledging | Company prohibits insider hedging and pledging; trading limited to window periods for executives and directors . |
| Beneficial ownership | Not disclosed for Weidemanis in the Jan 7, 2025 ownership table (pre‑start); group ownership and other executives shown; future proxy expected to include his holdings . |
| Upcoming vesting events (CEO grants) | One‑time options: 50% vests Mar 12, 2026; 50% vests Dec 7, 2026; PSUs from FY24–26 cycle eligible to vest Dec 2026 based on performance; pro‑rated FY25 and FY26 cycle RSUs/Options vest per standard 3‑year schedules . |
Implications for selling pressure:
- The Dec 2026 concentration of PSU and option vesting could create event‑driven liquidity, though trading windows and anti‑pledging reduce opportunistic selling risk .
Employment Terms
| Topic | Terms for CEO |
|---|---|
| Severance policy coverage | CEO participates in Executive Severance and Change‑in‑Control Policy; no individual employment contract beyond disclosed compensation terms . |
| Cash severance multiples | 2× base salary + target bonus on involuntary termination not in connection with a CIC; 3× base salary + target bonus with a qualifying termination in connection with a CIC (double‑trigger) . |
| Benefits continuation | Aligned to multiple: up to 24 months (non‑CIC) / 36 months (CIC) for CEO; retirement plan contribution equivalency in CIC scenario . |
| Equity upon termination | Pro‑rated acceleration based on months worked during vesting period; PSUs generally at target for change‑in‑control (subject to plan terms); otherwise earned based on actual results at end of period . |
| AIPP upon termination | Pro‑rated portion of target bonus in CIC qualifying termination . |
| Clawback | SEC/NYSE‑compliant recoupment for restatements; discretionary recoupment for misconduct causing material reputational harm; DOJ‑related recoupment provisions . |
| Restrictive covenants | Two‑year post‑termination non‑solicit; 1.5‑year post‑termination non‑compete; unlimited confidentiality and non‑disparagement; consent required for plan participation . |
| Tax gross‑ups | None for change‑in‑control benefits . |
| Indemnification | Standard indemnification agreements with JCI and Tyco F&S for officers/directors . |
Board Governance
- Role/status: CEO and director (non‑independent). He joined the Board on March 12, 2025, increasing board size to 13 at that time . By July 31, 2025, the Chair role transitioned to independent director Mark P. Vergnano; by Nov 14, 2025 filings list Vergnano as Chairman, separating CEO/Chair roles and addressing dual‑role concerns .
- Lead Independent Director structure and independent committees remained in place (illustrated in the 2025 proxy under prior CEO), with strong anti‑pledging and ownership requirements for executives and directors .
- Say‑on‑pay (2025 AGM): Proposal 5 approved (For 516,961,750; Against 46,174,880; Abstain 933,499; broker non‑votes as disclosed) . Prior year say‑on‑pay support was ~93.8% in March 2024, signaling historical investor alignment with the program .
Compensation Committee and Peer Benchmarking
- Independent Compensation and Talent Development Committee, advised by independent consultant Farient Advisors; uses robust peer methodology (3M, Carrier, Caterpillar, Cummins, Deere, Eaton, Emerson, Honeywell, Otis, Parker Hannifin, Stanley Black & Decker, Trane; select peer set also referenced for goal setting) .
- Goal‑setting emphasizes rigor using company forecasts, S&P 500 Industrials performance, select peer performance, and analyst expectations .
Performance & Track Record Under Early Tenure
| Metric | FY25 result | Commentary |
|---|---|---|
| Sales growth | +3% to $23.6B | “Double‑digit EPS growth” year; company highlights data center cooling and decarbonization positioning . |
| Adjusted EPS | $3.76 | Management highlighted consistent/predictable results focus . |
| Backlog (systems & services) | $14.9B (+13% y/y) | Record backlog supports multi‑quarter revenue visibility . |
Compensation Structure Analysis
- Mix skews to at‑risk, performance‑based pay (PSUs, options, RSUs), aligned to multi‑year earnings, recurring revenue, and relative TSR, with annual cash incentives tied to growth and cash conversion; no CIC gross‑ups; double‑trigger CIC; strong clawback and ownership rules .
- CEO one‑time award and FY26 step‑up in LTI reinforce retention and alignment through Dec 2026 vesting milestones; vesting timing may cluster potential liquidity events around Mar/Dec 2026 .
Investment Implications
- Alignment: High equity leverage via multi‑year PSUs and options plus 6× salary ownership guideline drives shareholder alignment; anti‑pledging/hedging reduces adverse signaling risk .
- Retention and execution: One‑time and FY25/FY26 LTI constructs support retention through the portfolio simplification and data‑center/AI cooling expansion agendas disclosed in FY25 communications .
- Event‑driven flows: Concentrated vesting windows (Mar/Dec 2026) may create episodic insider liquidity, but trading windows and policy guardrails mitigate; monitor upcoming Form 4s and vesting calendars into late 2026 .
- Governance: Separation of Chair/CEO post‑July 2025 and established independent committee structures address dual‑role concerns and support oversight during strategy execution .