Patrick Decker
Johnson Controls InternationalAbout Patrick K. Decker
Independent director at Johnson Controls International plc since July 2024; age 60. Retired President & CEO of Xylem Inc. (2014–2023) with prior CEO experience at Harsco (2012–2014) and senior leadership roles at Tyco International (incl. President, Tyco Flow Control) after earlier finance/operations roles at Bristol-Myers Squibb and Price Waterhouse. Appointed as part of Board refresh following constructive dialogue with Elliott Investment Management; currently serves on JCI’s Compensation & Talent Development Committee and is designated independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xylem Inc. | President & CEO | Mar 2014–Dec 2023 | Led transformation to advanced technology/services solutions; expanded sustainability initiatives (water resilience) . |
| Harsco Corporation | President & CEO | 2012–2014 | Global industrial products leadership; strategy and operations experience . |
| Tyco International | President, Tyco Flow Control; various leadership roles | 2003–2012 | Industrial solutions to energy/water sectors; M&A and integration experience . |
| Bristol-Myers Squibb | Finance and operational roles (Latin America/Asia) | ~12 years (prior to 2003) | Emerging markets expertise; global operations . |
| Price Waterhouse LLP | Early career | N/A | Foundational accounting experience . |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Indiana University Kelley School of Business | Advisory Council for the Dean | Current | Higher-ed advisory; business school engagement . |
| Bipartisan Council on Infrastructure | Founding member | N/A | Infrastructure policy and resilience focus . |
| Other public company boards | None | N/A | No external public directorships, limiting interlocks . |
Board Governance
- Committee assignments: Compensation & Talent Development Committee (member; Chair: Mark Vergnano). Compensation Committee met 4 times in FY2024. Decker is independent under NYSE and JCI’s stricter standards .
- Attendance: Board met 8 times in FY2024; all directors attended ≥75% of Board and committee meetings; average attendance ~99% .
- Independence and leadership: 11 of 12 nominees independent; strong Lead Independent Director (Jürgen Tinggren) chairs regular executive sessions of independent directors and hosts update calls; independent directors meet in executive session regularly .
- Ownership guidelines: Directors are encouraged to hold JCI shares totaling 5× annual cash retainer, to be attained within 5 years of joining the Board .
- Anti-hedging/anti-pledging and clawbacks: Comprehensive anti-hedging and anti-pledging policy; robust recoupment policy for incentive compensation aligns with SEC/NYSE standards and extends to reputational harm scenarios .
Fixed Compensation
| Component | FY2024 Policy | Decker FY2024 Actual |
|---|---|---|
| Annual cash retainer | $145,000 | $24,429 (pro-rated for partial year) |
| Lead Director fee | +$40,000 (not applicable to Decker) | $0 |
| Committee chair fee | +$25,000 per chair (not applicable to Decker) | $0 |
| Meeting fees | None (policy specifies no meeting fees) | $0 |
Performance Compensation
- Equity instrument: RSUs; typical annual grant value ~$180,000 for non-employee directors; one-year vesting; shares delivered at vest .
- Decker grant: $105,000 (pro-rated) RSUs in FY2024; one-year vest .
| Metric/Instrument | Grant Value | Vesting Schedule | Performance Link |
|---|---|---|---|
| Director RSUs (standard) | ~$180,000 | 1-year cliff vest; shares delivered at vest | None (time-based; no financial/ESG metrics) |
| Decker RSUs (FY2024) | $105,000 | 1-year cliff vest | None |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None |
| Compensation committee interlocks | None; no JCI executive served on another company’s board/comp committee that employed JCI directors; all Comp Committee members were independent and non-employees . |
| Shared directorships with competitors/suppliers/customers | Not disclosed; none identified for Decker . |
Expertise & Qualifications
- Global CEO experience; strategy, operations, finance, risk management; M&A/integration .
- Sustainability leadership (water infrastructure/resilience); relevant to JCI’s smart, healthy, sustainable buildings strategy .
- Emerging markets and industrial technology exposure; complements JCI’s portfolio focus .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Jan 7, 2025) | % of Class | Notes |
|---|---|---|---|
| Patrick K. Decker | — (none reported) | <1% | As a new director in 2H FY2024; subject to 5× retainer ownership guideline within 5 years . |
| Director ownership policy | 5× annual cash retainer | N/A | Encouraged to maintain; qualification retained despite market fluctuations once satisfied; anti-hedging/anti-pledging in place . |
Insider Trades and Holdings Evolution
| Date (Trade) | Type | Shares | Price | Post-Transaction Holdings |
|---|---|---|---|---|
| 2024-08-02 (reported 2024-08-05) | A – Award (Director RSU/stock grant) | 1,557 | $67.42 | 1,557 |
| 2025-03-12 (reported 2025-03-14) | A – Award (annual grant) | 2,287 | N/A | 3,859 |
| 2025-03-12 (reported 2025-03-14) | F – Tax withholding on vest | -755 | $78.68 | 3,104 |
Note: Nasdaq also covered the initial grant (~$104k) on Aug 5, 2024 .
Governance Assessment
- Board effectiveness: Decker adds CEO-caliber expertise in industrial technology/services, M&A, and sustainability—aligned with JCI’s transformation to a pure-play commercial buildings solutions provider; the Board specifically notes his early contributions to transformation efforts .
- Independence and conflicts: Classified independent; no compensation committee interlocks; anti-hedging/anti-pledging policy reduces alignment risk; charitable contributions where directors have roles are board-approved and capped, limiting related-party exposure .
- Attendance/engagement: Strong culture of engagement (8 Board meetings; ~99% average attendance; ≥75% per director; regular executive sessions led by Lead Independent Director) supports oversight quality .
- Director compensation and alignment: Standard non-employee pay mix with meaningful equity (RSUs) and robust ownership guideline (5× retainer) over 5 years; Decker’s reported beneficial ownership was nil as of Jan 7, 2025 but Form 4s indicate subsequent awards/withholding, consistent with new-director ramp to guideline .
- Shareholder signals: Say-on-Pay support ~93.8% (Mar 2024) indicates broad endorsement of compensation governance; Decker’s appointment followed dialogue with Elliott, signaling responsiveness and Board refresh discipline .
RED FLAGS
- None disclosed regarding related-party transactions, hedging/pledging, attendance shortfalls, or compensation interlocks for Decker .
- Early-stage ownership (nil as of Jan 7, 2025) reflects timing of appointment; policy allows 5 years to reach 5× retainer guideline .
References:
- Director biography, independence, committee assignment, and Board refresh:
- Compensation of non-employee directors and Decker’s FY2024 director pay:
- Board meetings and attendance; committee rosters/meeting counts:
- Independence, anti-hedging/anti-pledging, share ownership guidelines:
- Beneficial ownership table (as of Jan 7, 2025):
- Say-on-Pay support:
- Insider trades (Form 4):