Mark Vergnano

About Mark Vergnano

• Independent director of Johnson Controls International (JCI); age 66; director since September 2016; currently chairs the Compensation and Talent Development Committee and serves on the Executive Committee .
• Background: Former Chairman (2021–Apr 2022) and President & CEO (2015–2021) of The Chemours Company; previously Executive Vice President at E. I. du Pont de Nemours and Company with multiple GM roles; currently a director at Waters Corporation; past leadership includes chairing the National Safety Council, American Chemistry Council, and Future of STEM Scholars Initiative; founding chair of the Vergnano Institute for Inclusion at the University of Connecticut .

Past Roles

External Roles

Board Governance

• Roles and independence: Independent director; Chair, Compensation & Talent Development Committee (CTDC); member, Executive Committee .
• Committee activity: CTDC held 4 meetings in FY 2024; current CTDC members are Archer, Decker, Vergnano (Chair), and Young; all deemed independent; members qualify as “Non‑Employee” Directors and “outside directors” under relevant rules .
• Attendance and engagement: In FY 2024, the full Board met 8 times; all directors attended at least 75% of their Board/committee meetings; average attendance ≈99%; all then‑current directors attended the 2024 AGM .
• Tenure snapshot: Tenure 8 years; other public boards: 1 (Waters Corporation) .
• Executive sessions and leadership: Independent Lead Director structure; Board conducts regular executive sessions and update calls; directors meet robust independence standards; anti‑hedging/anti‑pledging policy in place .

Fixed Compensation

• Policy design (non‑employee directors): Annual cash retainer $145,000; committee chair fee $25,000; Lead Director fee $40,000; equity RSUs ~$180,000 grant date value with one‑year vest; no changes recommended for FY 2025 .

• Equity grant timing policy: Annual equity awards generally have a grant date on the first business day of December; standardizes timing to avoid perceived market timing .

Performance Compensation

• Director equity structure: Annual RSU grant with one‑year vest; units convert to shares and are delivered on the anniversary of grant; no dividends on unvested RSUs/PSUs per company policy .

• Committee (oversight) context: As CTDC Chair, Vergnano signed the Compensation Committee Report including the CD&A for inclusion in the 2024 10‑K and 2025 Proxy; CTDC maintains pay‑for‑performance, clawback, and anti‑hedging/pledging guardrails .

Other Directorships & Interlocks

• Current public board: Waters Corporation (director) .
• Compensation committee interlocks: In FY 2024, CTDC members (Archer, Daniels, Decker, Dunbar, Vergnano, Young) had no compensation committee or board interlocks with JCI executive officers; none were JCI officers/employees .

Expertise & Qualifications

• Value delivered (JCI disclosure): Extensive global business experience as CEO of Chemours and senior leader at DuPont; deep operations/sales/marketing experience in chemical/industrial sectors; public policy/CSR experience; strong financial acumen from CEO tenure .

Equity Ownership

Note: JCI provides detailed beneficial ownership by individual; breakdown of vested vs. unvested director equity and any pledging is governed by policy (pledging prohibited) .

Governance Assessment

• Positives for investor confidence

  • Independent director; CTDC Chair with active oversight (4 meetings FY 2024) and sign‑off on CD&A inclusion; clear alignment with pay‑for‑performance and clawback policies, and prohibition on hedging/pledging .
  • Strong attendance culture (all directors ≥75%; average ≈99%); robust board processes (executive sessions; independent Lead Director structure) .
  • Director ownership guideline (5x retainer) promotes alignment; annual director RSU grant further aligns incentives .
  • No compensation committee interlocks; related‑party transaction controls and thresholds disclosed; Board approval and caps on charitable contributions involving director‑affiliated organizations mitigate potential conflicts .

• Watch items

  • Multiple leadership responsibilities (CTDC Chair; Executive Committee member) concentrate influence—appropriate given independence, but performance of compensation oversight will be under investor scrutiny given JCI’s ongoing transformation and CEO succession process .
  • External board at Waters (director) should continue to be monitored for any business overlaps; JCI discloses processes and thresholds limiting related‑party exposure and found no disclosable related‑party transactions beyond thresholds in prior proxy .

• Shareholder engagement and Say‑on‑Pay

  • JCI conducts annual Say‑on‑Pay and commits to engage shareholders; framework emphasizes majority variable, at‑risk pay tied to disclosed metrics and the use of an independent compensation consultant .
  • In 2023 outreach, JCI contacted holders of >60% of shares; meetings with holders of ~11% indicated general support for compensation/governance approach (context for committee oversight under Vergnano) .