Tim Archer
Johnson Controls InternationalAbout Tim Archer
Timothy M. Archer, age 57, is an independent director of Johnson Controls International plc (JCI) since March 2024 and serves on the Compensation and Talent Development Committee. He is the President and Chief Executive Officer of Lam Research Corporation (CEO since December 2018), with prior senior operating roles at Lam and Novellus Systems; he also serves on the International Board of Directors for SEMI, the global electronics manufacturing association . JCI’s Board has determined Archer is independent under its stringent independence standards, and all current directors attended at least 75% of Board and committee meetings in fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lam Research Corporation | President & CEO | Dec 2018–present | Led sustainability initiatives and complex transactions; drove service growth via equipment/software |
| Lam Research Corporation | President & COO | Jan 2018–Dec 2018 | Senior operating leadership in technology/manufacturing |
| Lam Research Corporation | EVP & COO | 2012–2018 | Global operations leadership |
| Novellus Systems, Inc. | COO | 2011–2012 | Technology and business leadership roles |
| Novellus Systems, Inc. | EVP, Worldwide Sales/Marketing/Customer Satisfaction | 2009–2011 | Commercial leadership |
| Novellus Systems, Inc. | EVP, PECVD & Electrofill BU | 2008–2009 | Product/technology management |
| Tektronix | Process development for high-speed bipolar ICs | Began 1989 | Early technical career |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Lam Research Corporation | Director (public company) | Listed as Archer’s other public directorship |
| SEMI (industry association) | International Board Director | Global industry association for electronics manufacturing |
Board Governance
- Committee assignments: Compensation and Talent Development Committee member (not Chair) .
- Independence: Determined independent under JCI’s enhanced independence standards; 11 of 12 nominees are independent .
- Attendance: All current directors attended ≥75% of Board and committee meetings in fiscal 2024 .
- Engagement: Independent Lead Director chairs regular executive sessions and hosts monthly Board update calls between meetings .
- Ownership guidelines: Directors must hold shares equal to 5× annual cash retainer within five years of joining the Board .
- Conflict controls: Formal related-party transaction policy requires Governance & Sustainability Committee pre-approval above 1% revenue threshold; no disclosed related party transactions exceeded 1% in the last fiscal year .
Fixed Compensation
| Component | Amount | Vesting/Terms | Source |
|---|---|---|---|
| Annual cash retainer (standard) | $145,000 | Paid cash; no meeting fees disclosed | |
| Lead Director fee (incremental) | $40,000 | Additional cash for Lead Director | |
| Committee Chair fee (incremental) | $25,000 | Additional cash for each standing committee chair | |
| Archer FY2024 fees earned | $80,069 | Partial-year cash fees (joined March 2024) | |
| Archer FY2024 stock award (RSUs FV) | $180,000 | One-year vesting RSUs | |
| Archer FY2024 total director pay | $260,069 | Cash + RSUs |
Performance Compensation
Directors at JCI receive time-vested RSUs (generally 1-year vesting for directors) with no performance metrics (no TSR or financial targets) applied to director equity; awards are valued at grant-date closing price and vesting is time-based .
| Performance Metric | Applied to Director Equity? | Notes |
|---|---|---|
| Financial (Revenue/Earnings/EBITDA) | No | Director RSUs are time-vested, not performance-conditioned |
| TSR Percentile | No | Not disclosed for director compensation |
| ESG Goals | No | Not disclosed for director compensation |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| Lam Research Corporation (LRCX) | CEO and Director | JCI discloses that commercial transactions with companies where directors serve did not exceed 1% of JCI revenues and are not considered related party transactions; Governance & Sustainability Committee pre-approves above-threshold cases . |
Expertise & Qualifications
- Technology and innovation leadership; CEO of a global manufacturing/service/technology company .
- Digital enablement experience to drive service growth (equipment + software) .
- Global operations leadership and M&A transaction experience .
- Sustainability leadership (renewable energy and net-zero targets at Lam) .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Jan 7, 2025) | Percent of Class | Shares Outstanding |
|---|---|---|---|
| Timothy M. Archer | 425 | Less than 1% (*) | 660,139,188 |
- Director ownership guideline: 5× annual retainer ($145,000) within five years of joining the Board; directors may count ordinary shares or equivalents; once met, maintained regardless of market fluctuations if shares are not sold .
- Hedging/pledging: JCI prohibits insider hedging and pledging; trading limited to defined windows for directors/executives .
Compensation Committee Analysis
| Member | Role |
|---|---|
| Mark Vergnano | Chair, Compensation and Talent Development Committee |
| Timothy M. Archer | Member |
| Patrick K. Decker | Member |
| Seetarama (Swamy) Kotagiri | Member |
| John D. Young | Member |
- Independent oversight: Committee is entirely independent; engages an independent compensation consultant and conducts annual say-on-pay .
- Clawback policy: Mandatory recoupment for accounting restatements; discretionary recovery for misconduct causing reputational harm and certain DOJ circumstances .
- Director pay structure: Governance & Sustainability Committee reviewed peer practices and recommended no changes for FY2025, suggesting stable director pay mix (cash + time-based RSUs) .
Governance Assessment
- Positives: Archer brings deep technology, digital, and global operating expertise aligned with JCI’s strategy and cybersecurity/sustainability oversight; independence is affirmed; robust policies on anti-hedging/pledging, clawbacks, and related-party approvals enhance investor protections .
- Alignment: Director ownership guidelines require 5× retainer within five years, supporting skin-in-the-game over time; Archer’s FY2024 RSU grant ($180,000 FV, 1-year vesting) contributes to equity alignment .
- Attendance & engagement: Board-level engagement is strong (≥75% attendance; monthly update calls; executive sessions), supporting effective oversight; Archer’s committee service on Compensation adds direct influence on talent and pay practices .
- Potential considerations: Archer is a sitting CEO at Lam Research; JCI policy limits external public company directorships and requires Governance & Sustainability Committee review of potential conflicts and time commitments, which mitigates interlock/time-availability concerns; no related party transactions above 1% threshold were disclosed .