Pierre Cohade
Johnson Controls InternationalAbout Pierre Cohade
Independent director of Johnson Controls International plc since December 2018; age 63. Serves on the Audit Committee. Background includes CEO of Triangle Tyre (China), President Asia Pacific at Goodyear Tire & Rubber, senior roles at Danone and Eastman Kodak with extensive China, manufacturing and regulatory experience. Education not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Triangle Tyre Co. Ltd. | Chief Executive Officer | 2015–2016 | Led China’s largest private tire manufacturer; manufacturing and operational oversight in China. |
| ChinaVest (Wells Fargo affiliate) | Senior Advisor | 2013–2015 | Advised on China strategy and transactions. |
| Various PE firms | Independent Consultant | 2012 | Advised private equity concerns. |
| The Goodyear Tire & Rubber Company | President, Asia Pacific | 2004–2011 | Senior operating leadership; corporate responsibility initiatives in Asia. |
| Danone SA | Division EVP, Global Water & Beverage | 2003–2004 | Global P&L leadership. |
| Eastman Kodak Co. | Various roles; ultimately Chairman, Europe/Africa/Middle East/Russia | 1985–2002 | Senior international leadership across EMEA. |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Notes |
|---|---|---|---|---|
| CEAT Ltd. | Director | Current | Public (India) | One of India’s leading tire manufacturers. |
| Eurofor Group | Director | Current | Private | Manufacturer/distributor of drilling machines and equipment. |
| IMA in China | Chairman | Current | Private (peer forum) | Peer group forum for CEOs/senior executives in China. |
| Deutsche Bank China | Director | 2017–2023 | Private (bank subsidiary) | Director of Chinese affiliate. |
| Acorn International Inc. | Director | 2017–2021 | Public during tenure | China-focused marketing/branding company. |
Board Governance
- Independence and role: Independent director; currently serves on the Audit Committee (not designated an audit committee financial expert).
- Committee structure and leadership: 11 of 12 director nominees independent; strong Lead Independent Director (Jürgen Tinggren) who chairs executive sessions and hosts regular board update calls; independent directors meet in executive session regularly.
- Meetings and attendance: Board met 8 times in FY2024; Audit Committee met 10 times; Governance & Sustainability 4; Compensation & Talent Development 4. All current directors attended at least 75% of board/committee meetings; average director attendance ~99%.
- Audit Committee membership (FY2024): Haggerty (Chair), Menne, Cohade, Kotagiri; Audit Committee report signed by Haggerty, Cohade, Kotagiri, Menne.
| Body | Role | FY2024 Meetings |
|---|---|---|
| Board of Directors | Director | 8 |
| Audit Committee | Member | 10 |
| Governance & Sustainability Committee | — | 4 (committee meeting count for context) |
| Compensation & Talent Development Committee | — | 4 (committee meeting count for context) |
Fixed Compensation (Non-Employee Director – FY2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $145,000 | Standard director retainer. |
| Committee Chair Fees | $0 | Only committee chairs receive $25,000; not applicable to Cohade. |
| Lead Director Fee | $0 | Only Lead Director receives $40,000. |
| Total Cash | $145,000 | Sum of applicable cash retainers. |
Policy context: Non-employee directors receive $145,000 cash retainer; RSUs with grant date value ≈$180,000 vesting after one year; Lead Director +$40,000; committee chairs +$25,000. FY2025 director pay unchanged from FY2024 after peer review.
Performance Compensation (Non-Employee Director – FY2024)
| Equity Type | Grant Value (USD) | Vesting | Notes |
|---|---|---|---|
| RSUs | $180,000 | One-year vest; delivered on anniversary | Reflected as stock awards in director compensation table. |
| Options | — | — | No option awards disclosed for directors in FY2024. |
| Dividends on unvested awards | — | — | Company policy: no dividends on unvested RSUs/PSUs until vest. |
Cohade’s total FY2024 director compensation: $145,000 cash; $180,000 stock awards; total $325,000.
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| CEAT Ltd. | Director | Only one current public board listed; within JCI policy limiting non-exec directors to ≤3 public boards and Audit Committee members to ≤2 audit committees. |
- Compensation Committee Interlocks: None; no member of JCI’s Compensation & Talent Development Committee is/was a JCI officer, and no JCI executive served on another company’s committee/board employing a JCI committee member.
Expertise & Qualifications
- Senior global leadership with deep China expertise; oversight of manufacturing and operations in China (Goodyear, Triangle Tyre); regulatory/government engagement in Asia.
- Led corporate responsibility initiatives; experience running large business units (Goodyear, Danone, Kodak); consumer products industry background.
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Class | As-of Date |
|---|---|---|---|
| Pierre Cohade | 9,853 | Less than 1% | January 7, 2025 |
- Shares outstanding used for ownership context: 660,139,188 ordinary shares.
- Director ownership guideline: 5× annual cash retainer; directors expected to attain within five years (ongoing policy).
- Hedging/pledging: Company has comprehensive anti-hedging and anti-pledging policy applicable to directors.
Governance Assessment
Strengths
- Independence and relevant oversight: Independent Audit Committee member with strong international/China operating and regulatory experience—aligned with JCI’s global footprint and risk oversight needs.
- Board effectiveness and engagement: Board and committees met regularly; all directors ≥75% attendance; average attendance ~99%; independent directors meet in executive session; strong Lead Director structure.
- Alignment and controls: Director equity compensation plus 5× retainer ownership guideline; anti-hedging/anti-pledging policy; clawback and grant practices reflect strong governance.
- Low interlock/conflict risk: No compensation committee interlocks; related-party policy requires pre-approval; company states commercial transactions with companies linked to directors did not exceed 1% of revenues and were not related-party transactions under policy.
- Shareholder support: Say-on-pay received ~93.8% support in March 2024, indicating broad investor alignment with compensation governance.
Potential Risks / RED FLAGS
- None evident in the proxy specific to Cohade (no attendance shortfalls, interlock issues, or related-party transactions requiring disclosure). Continue monitoring for any future related-party exposure given multiple external affiliations, though current policy safeguards and disclosures mitigate risk.