Roy Dunbar
Johnson Controls InternationalAbout W. Roy Dunbar
Independent Director of Johnson Controls International plc since 2017; age 63. Former Chairman and CEO of Network Solutions (2008–2009), President of Global Technology & Operations at MasterCard (2004–2008), and senior roles at Eli Lilly including President of Intercontinental Operations and CIO (14 years). Currently serves on the Governance & Sustainability Committee; independence affirmed by the Board. Other current public boards: Duke Energy, McKesson, SiteOne Landscape Supply .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Network Solutions | Chairman & Chief Executive Officer | Jan 2008 – Oct 2009 | Led technology/web services company; board leadership experience |
| MasterCard Incorporated | President, Global Technology & Operations | Sep 2004 – Jan 2008 | Drove innovation; managed cybersecurity risk at scale |
| Eli Lilly and Company | President, Intercontinental Operations; earlier Chief Information Officer | 14 years | Global operations leadership; enterprise IT transformation |
External Roles
| Organization | Role | Status |
|---|---|---|
| Duke Energy Corporation | Director | Current |
| McKesson Corporation | Director | Current |
| SiteOne Landscape Supply, Inc. | Director | Current |
| Humana, Inc. | Director | Former |
| Lexmark International | Director | Former |
| iGate | Director | Former |
Board Governance
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 4 | 8 |
| Attendance | All Directors ≥75%; average ~99% | All Directors ≥75%; average ~99% |
| Committee memberships (Dunbar) | Compensation & Talent Development Committee | Governance & Sustainability Committee |
| Independence status | Independent | Independent |
| Lead Independent Director | Tinggren; chairs executive sessions and update calls | Tinggren; chairs executive sessions and update calls |
- Governance scope of the Governance & Sustainability Committee includes director nominations, ESG oversight, health & safety, cybersecurity oversight, and independent director compensation recommendations .
- Board policies include anti-hedging/anti-pledging, clawback provisions, and robust director share ownership guidelines (5x annual retainer) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash fees ($) | $145,000 | $145,000 |
| Equity RSUs grant-date value ($) | $180,000 | $180,000 |
| Total ($) | $325,000 | $325,000 |
- Standard director pay structure: annual cash retainer $145,000; RSUs ~$180,000 (one-year vesting); Lead Director +$40,000; standing committee chairs +$25,000; no meeting fees disclosed .
Performance Compensation
| Award Type | FY 2024 Detail |
|---|---|
| RSUs | One-year vesting; grant-date value ~$180,000 for non-employee directors |
| Options | None disclosed for directors |
| PSUs or performance-linked metrics | Not used for non-employee director compensation |
Company-level clawback policy covers incentive compensation for financial restatements and certain misconduct; director equity follows standardized grant practices to avoid market timing .
Other Directorships & Interlocks
- External board limits: non-executive directors limited to three public boards; audit committee memberships limited to two—Dunbar’s three current boards (Duke, McKesson, SiteOne) meet the limit .
- Compensation committee interlocks: none—during FY2023 Dunbar served on JCI’s Compensation & Talent Development Committee; no JCI executive served on the compensation committee or board of a company employing any committee member .
Expertise & Qualifications
- Deep multi-industry experience across healthcare, information technology, payments, insurance, and renewable energy .
- Cybersecurity and enterprise IT leadership (MasterCard CIO organizations; Eli Lilly CIO) valuable for oversight of JCI’s cybersecurity program .
- Global operations leadership and board experience across US and international markets .
Equity Ownership
| Item | Value |
|---|---|
| JCI shares beneficially owned | 13,313 |
| Percent of class | Less than 1% |
| JCI shares outstanding (reference) | 660,139,188 |
| Director ownership guideline | 5x annual cash retainer; target within 5 years of joining board |
| Hedging/pledging | Prohibited under Insider Trading Policy |
- RSUs for directors generally vest annually; number of RSUs granted is based on grant-date price; no pledging permitted; compliance status with ownership guideline for Dunbar not individually disclosed .
Governance Assessment
- Independence and committee fit: Independent; currently on Governance & Sustainability Committee—aligned with his nomination and risk oversight background (cybersecurity, ESG) .
- Attendance and engagement: Board and committee attendance levels are high (average ~99%); all directors met the ≥75% threshold; AGM attendance is expected and observed .
- Compensation mix and alignment: Balanced cash and time-based equity; no options or performance-linked director pay; standard market structure; committee chair/lead premiums not applicable to Dunbar in FY2024 .
- Network and potential conflicts: Holds three outside public directorships (at JCI’s policy limit). JCI’s related-party policy requires advance approval; transactions with companies where directors serve did not exceed 1% of JCI revenues and were not considered related-party transactions; no interlocks identified .
- Risk indicators: Anti-hedging/pledging and clawback policies in place; board cybersecurity oversight is frequent and strengthened with third-party advisors; Dunbar’s IT/cyber background is additive to oversight quality .