Todd Grabowski
Johnson Controls InternationalAbout Todd Grabowski
Todd Grabowski, 55, is Vice President and President, Americas at Johnson Controls (effective Oct. 1, 2025), and is an executive officer of the registrant per Form 3 filings . He previously led Global Data Centers & Applied (2024–2025) and multiple Global Products businesses, and holds a B.S. in Electrical Engineering (Michigan State University) and an M.S. in Management (Walsh University) . Company performance context: Johnson Controls’ Pay-Versus-Performance table reports Company TSR (value of $100) of 208 in 2024 vs 178 for the S&P 500 Industrials and EBIT Growth of 8.8% in 2024 (16.9% in 2023; 11.4% in 2022), providing a backdrop for performance-aligned incentive design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Johnson Controls | Vice President & President, Americas | Oct 2025–present | Leads strategy and execution in the Americas; joins executive committee and reports to CEO . |
| Johnson Controls | President, Global Data Centers & Applied (also “Global Data Center Solutions” leader) | 2024–2025 | Created and led dedicated data center solutions organization to capture growth; reported to CEO; built integrated offering for mission-critical cooling, service and lifecycle solutions . |
| Johnson Controls | VP & GM, Applied Equipment and Air Distribution | 2021–2023 | Led Applied Equipment and Air Distribution businesses . |
| Johnson Controls | VP & GM, Applied Equipment, Americas | 2019–2020 | Drove Applied Equipment portfolio in Americas . |
| Johnson Controls | VP & GM, Air Handling Systems, Americas | 2016–2018 | Led Air Handling Systems in Americas . |
| Johnson Controls | North America Operations (General Manager roles) | 2011–2016 | Field leadership including branch GM and area-level sales; foundation for later product/business leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cleveland Mechanical Contractor Association | Board of Directors and Executive Committee | n/d | Cited as external leadership role . |
Fixed Compensation
- Specific base salary, target bonus %, and actual bonus for Mr. Grabowski are not disclosed in the FY2025 proxy (FY2024 NEOs did not include him). No separate employment agreement or offer letter with compensation terms for his 2025 appointment was filed in the Sept. 24, 2025 8‑K (Item 5.02), which disclosed the transition but not Mr. Grabowski’s compensatory arrangements .
Performance Compensation
Company long-term incentive design for senior executives (context for incentive alignment; NEO terms shown):
- PSU design (FY2024–2026 cycle): Three evenly-weighted metrics — Pre-tax Earnings Growth (1/3), Recurring Revenue (1/3), and Relative TSR vs S&P 500 Industrials (1/3). Relative TSR thresholds are ≥25th percentile (threshold), 50th percentile (target), ≥75th percentile (max). Other two metric goals will be disclosed after the performance period. Payout curve is 0–200% with interpolation .
- Prior PSU results (FY2022–2024): Final payout at 84.3% of target; Recurring Revenue above target offset by below-target Pre-tax Earnings Growth and TSR (28th percentile) .
- Options and RSUs: Annual awards (Dec grant timing per policy) with options typically vesting 50% at year 2 and 50% at year 3, 10-year term; RSUs generally vest ratably over 3 years .
| Metric (Illustrative from PSU Plan) | Weighting | Target | Actual/Status | Payout | Vesting Notes |
|---|---|---|---|---|---|
| Pre-tax Earnings Growth (FY24–26 PSU) | 1/3 | Disclosed post-period | In-cycle; goals withheld for competitiveness | n/a | 3-year performance period . |
| Recurring Revenue (FY24–26 PSU) | 1/3 | Disclosed post-period | In-cycle; goals withheld for competitiveness | n/a | 3-year performance period . |
| Relative TSR vs S&P 500 Industrials (FY24–26 PSU) | 1/3 | 50th percentile (target); ≥25th threshold; ≥75th max | In-cycle | 0–200% | 3-year performance period . |
| FY22–24 Aggregate PSU | n/a | 100% | 84.3% achieved | 84.3% | Vested after 3 years based on composite results . |
Note: Mr. Grabowski’s individual grant mix/values are not disclosed; the tables above reflect Company plan design and results for named executive officers .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (initial Form 3 as officer) | 39,786.39 ordinary shares direct (10/01/2025) . |
| Form 3/A (amendment) | Adds 1,345.46 shares held via 401(k) (indirect) (11/05/2025) . |
| Total indicated shares (direct + 401k) | ~41,131.85 shares (sum of above) . |
| Shares outstanding context | 611,135,655 ordinary shares outstanding as of Oct. 31, 2025 . |
| Ownership as % of shares outstanding | ~0.0067% (computed from the above holdings and shares outstanding) . |
| Pledging/Hedging | Company policy prohibits pledging and hedging/monetization transactions by executive officers . |
| Stock ownership guidelines | NEO guidelines: 3x base salary (CEO: 6x). Executives must retain after-tax shares until in compliance; options and non-vested PSUs don’t count. FY2024 NEOs were in compliance or on track . |
Vesting/timing signals:
- Equity Award Grant Policy generally sets annual grant date as first business day of December; off-cycle/special awards generally on the second business day after next quarterly earnings release, supporting predictable windows for potential vesting and associated selling pressure post-vesting .
- Options: 50/50 vesting at years 2 and 3; RSUs: three-year ratable vesting — typical December vesting cadence for annual awards .
Employment Terms
| Topic | Disclosed Terms |
|---|---|
| Appointment | Named VP & President, Americas effective Oct. 1, 2025; executive officer status confirmed via Form 3 . |
| Reporting line | Reports to the CEO (press release) . |
| Severance/CIC policy (officers) | Company Severance & Change-in-Control Policy for Officers provides, for non-CEO officers: 2x base salary + target bonus upon qualifying termination in connection with a CIC (double trigger), and 1.5x outside CIC; benefit continuation and equity vesting treatment apply per policy . |
| Clawback | SEC-compliant recoupment policy; mandatory recovery on restatements and discretionary recoupment for misconduct causing material reputational harm . |
| Insider trading windows | Trading limited to defined post-earnings windows for executives . |
| Non-compete / non-solicit | Not disclosed for Mr. Grabowski in available filings (no specific agreement filed) . |
Performance & Track Record
- Built and led Johnson Controls’ dedicated Global Data Center Solutions organization in 2024 to capture secular demand from data centers, leveraging integrated cooling, energy efficiency, and lifecycle service capabilities .
- Recognized as a seasoned technical and commercial leader with decades of HVAC leadership and field operating experience (branch/area sales to global business leadership) .
- Company performance alignment context: JCI TSR (value of $100) rose to 208 in 2024 (vs 178 for S&P 500 Industrials), with EBIT Growth of 8.8% in 2024; prior years: 139/131 and 16.9% (2023), 126/108 and 11.4% (2022) .
Compensation Structure Analysis
- Shift to balanced equity mix (options, RSUs, PSUs) with multi-year vesting and three-year PSU cycles aligns senior pay to TSR and multi-year operating metrics (recurring revenue, pre-tax earnings growth) .
- Anti-hedging/anti-pledging and robust ownership guidelines strengthen alignment and reduce misalignment risk from hedging or leverage .
- No disclosures of one-time sign-on or special retention grants to Mr. Grabowski in connection with his 2025 appointment; contrast: three other NEOs received 2-year retention RSUs in FY2024, signaling committee’s targeted use of retention awards during leadership transitions .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for executives (mitigates alignment risks) .
- Equity grant policy with standardized timing reduces perceived market timing risk .
- No Form 8-K compensatory arrangements filed for Mr. Grabowski at appointment date; therefore severance/CIC reliance is on the standing officer policy rather than bespoke terms (neutral) .
Investment Implications
- Alignment/retention: Long tenure and data center domain leadership, combined with robust ownership, anti-pledging, and clawback policies, indicate high alignment and lower governance risk; predictable December vesting suggests potential seasonal selling pressure around vest dates as holdings accumulate .
- Incentive levers: Company PSUs balance TSR with recurring revenue and earnings growth — a favorable mix given secular data center growth; prior PSU payout at 84.3% shows a pay-for-performance framework with downside sensitivity if TSR/earnings underperform .
- Transition risk: Role expanded to run Americas in Oct. 2025; absence of disclosed bespoke compensation implies standard officer policy applies. Execution risk centers on scaling data center momentum across broader Americas portfolio, but experience base is strong (HVAC/products/field) .
- Trading signals: Monitor Form 4 filings post-vesting windows and post-December grant cycles for any pattern of dispositions; initial beneficial ownership is modest relative to shares outstanding (~0.0067%), but policy-driven accumulations/retention rules could increase exposure over time .