Swamy Kotagiri
Johnson Controls InternationalAbout Seetarama (Swamy) Kotagiri
Swamy Kotagiri, 56, is an independent director of Johnson Controls (JCI) and Chief Executive Officer of Magna International, a role he has held since 2021; he joined the JCI board on March 13, 2024 and is designated independent by the company. He is currently shown as a member of the Compensation & Talent Development Committee and previously served on the Audit Committee in fiscal 2024; he holds over 12 patents in automotive product and process design, underscoring technical depth and operational expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magna International | Chief Executive Officer | 2021–present | Led technological transformation and sustainability initiatives, established emissions reduction targets and net zero commitment; drove large acquisitions and organic growth. |
| Magna International | Multiple senior roles including President, Magna International; President, Magna Power and Vision; EVP & CTO; President, Magna Powertrain; President, Magna Electronics | 1999–2021 (prior to CEO) | Significant operational leadership across segments; holds 12+ patents in automotive product/process design. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Magna International Inc. | Director (as CEO) | 2021–present | Listed as “Other Public Directorships” in JCI proxy for Kotagiri. |
Board Governance
- Current Committee Assignment: Compensation & Talent Development Committee member (current slate).
- FY2024 Assignment and Activity: Served on the Audit Committee (signatory on Audit Committee Report for FY2024).
- Independence: Board determined Kotagiri is independent; JCI states 11 of 12 nominees are independent and committees are fully independent.
- Election/Service: Elected March 13, 2024; directors serve one-year terms; board met 8 times in FY2024.
- Attendance: All directors attended at least 75% of board and committee meetings; average director attendance ~99%; board members are expected to attend the AGM (all then-current directors attended the 2024 AGM).
- Lead Independent Director: Jürgen Tinggren; leads executive sessions and monthly board update calls alongside the Chair/CEO.
Fixed Compensation
Policy and FY2024 actuals for non-employee directors:
- Annual cash retainer (policy): $145,000.
- Additional fees: Lead Director +$40,000; standing committee chairs +$25,000; employee directors receive no additional pay.
| Pay Element (FY2024) | Policy Amount | Kotagiri FY2024 Actual |
|---|---|---|
| Cash Fees | $145,000 (annual policy) | $80,069 (partial-year service in FY2024; elected March 13, 2024) |
| Total Director Cash + Equity | — | $260,069 (cash $80,069 + RSUs $180,000) |
Performance Compensation
JCI’s director equity is delivered as time-vested RSUs (not performance-conditioned), aligning directors with shareholder outcomes while avoiding operational metric-setting for non-employee directors.
| Equity Element | Grant Value | Vesting/Terms | Metrics |
|---|---|---|---|
| Annual RSU Grant (Directors) | ~$180,000 | One-year vest; RSUs convert to shares at vest; fair value based on grant-date share price under ASC 718. | None (time-vested RSUs; no performance metrics) |
Note: JCI’s Equity Award Grant Policy standardizes grant timing (generally first business day of December for annual equity awards) to avoid perceived market timing; the committee may modify timing for special circumstances.
Other Directorships & Interlocks
- Current public boards: Magna International Inc.
- Interlocks/conflicts oversight: JCI requires notice and review of outside board commitments; non-executive directors limited to three public boards (audit committee members to two); the Governance & Sustainability Committee reviews for conflicts/time constraints.
- Related-party transaction (RPT) screen: JCI’s policy requires advance approval for RPTs; transactions in the ordinary course below 1% of the counterparty’s revenue are excluded; JCI notes it engaged in commercial transactions with companies employing JCI directors, but none exceeded 1% of JCI gross revenues and thus were not RPTs under policy.
Expertise & Qualifications
- CEO experience leading a complex global manufacturer (Magna) through technological and product transformation, with deep operational knowledge and global team leadership.
- Sustainability leadership, including establishing emissions reduction targets and net zero commitment at Magna.
- M&A and organic growth leadership; 12+ patents in automotive product and process design.
Equity Ownership
| Holder | Beneficial Ownership (as of Jan 7, 2025) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Seetarama (Swamy) Kotagiri | — (no shares listed) | Less than 1% | Table shows “—” for Kotagiri; total JCI shares outstanding were 660,139,188 on the record date. |
Alignment and policies:
- Director ownership guideline: 5x annual cash retainer, expected within five years of joining the board.
- Anti-hedging/anti-pledging: JCI prohibits pledging JCI securities and hedging/derivative monetization transactions for directors and insiders.
Governance Assessment
- Board effectiveness/engagement: Kotagiri joined mid-year FY2024, served on the Audit Committee (signaling financial literacy) and is currently assigned to the Compensation & Talent Development Committee, placing him at the center of human capital and incentive oversight during an active CEO succession and portfolio transformation period; attendance standards across the board are strong (≥75% for all; ~99% average).
- Independence and conflicts: He is classified as independent; JCI’s robust independence standards and RPT policy reduce conflict risk even where directors serve as executives elsewhere; no RPTs related to directors exceeded policy thresholds in FY2024 disclosures.
- Ownership alignment: As of the record date, no beneficial ownership was listed for Kotagiri, but directors are required to build to 5x retainer within five years; anti-hedging/anti-pledging strengthen alignment.
- Compensation structure: Director pay is balanced between cash and equity, with equity delivered in one-year RSUs; Kotagiri’s FY2024 cash fees were partial-year and equity at $180,000 consistent with policy; no options or performance-conditioned director awards.
- Market signal context: JCI reports fully independent standing committees and strong shareholder support for executive pay (say-on-pay ~93.8% in March 2024), reflecting a constructive governance climate in which Kotagiri operates.
RED FLAGS watchlist: None disclosed specific to Kotagiri; monitor future beneficial ownership accumulation vis-à-vis the 5x guideline and any evolving inter-company dealings (Magna vs. JCI) even though current policy screens and thresholds suggest low RPT risk.