DEF 14A of Johnson Controls International plc, Jan 16, 2026

DEF 14A of Johnson Controls International plc

Filed Jan 16, 2026 · FY20250001104659-26-004565

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees Our Board has a wide range of experiences and backgrounds. We believe that a broad mix of directors — bringing varied skills, expertise, and perspectives — is essential to fulfilling the Board’s oversight responsibilities effectively. We are asking you to vote FOR all the Director nominees listed below. All current Directors attended at least 75% of the Board and committee meetings on which he or she sits during fiscal year 2025. Detailed information regarding these individuals is set forth in this Proxy Summary and under Proposal Number One. The Governance and Sustainability Committee and the Board believe that the qualifications, skills, experience and attributes set forth in this Proxy Statement for all individuals nominated for election support the conclusion that these individuals are qualified to serve as Directors and collectively possess a variety of skills, professional experience, and personal backgrounds that align with our needs and allow our Board to effectively oversee our business. Summary information on our Director nominees is set forth below.

  2. Our Director Nominees

    | | | | | | Current Committee Membership | | | | | Nominee | Age | Director Since | Principal Occupation | Independent | AC | CC | EC | GC | | Timothy M. Archer | 58 | 2024 | President and Chief Executive Officer of Lam Research Corporation | ✓ | | ✓ | | | | Jean Blackwell | 71 | 2018 | Retired Executive Vice President & Chief Financial Officer of Cummins Inc. | ✓ | | | ✓ | Chair | | Pierre Cohade | 64 | 2018 | Former Chief Executive Officer of Triangle Tyre Co. Ltd. | ✓ | ✓ | | | | | W. Roy Dunbar | 64 | 2017 | Retired Chief Executive Officer and Chairman of Network Solutions | ✓ | | | | ✓ | | Gretchen R. Haggerty | 70 | 2018 | Retired Executive Vice President & Chief Financial Officer of United States Steel Corporation | ✓ | Chair | | ✓ | | | Ayesha Khanna | 52 | 2023 | Co-Founder and Chief Executive Officer of Addo | ✓ | | | | ✓ | | Seetarama (Swamy) Kotagiri | 57 | 2024 | Chief Executive Officer of Magna International Inc. | ✓ | ✓ | | | | | Jürgen Tinggren | 67 | 2014 | Retired Chief Executive Officer and Director of Schindler Group | ✓ | | | | ✓ | | Mark Vergnano* | 67 | 2016 | Retired Chief Executive Officer and Chairman of The Chemours Company | ✓ | | ✓ | Chair | | | Joakim Weidemanis | 56 | 2025 | Chief Executive Officer of Johnson Controls International plc | | | | ✓ | | | John D. Young | 61 | 2017 | Retired Chief Business Officer, Pfizer Inc. | ✓ | | Chair | ✓ | |

  3. Our Director Nominees

    | AC = Audit Committee | EC = Executive Committee | | CC = Compensation and Talent Development Committee | GC = Governance and Sustainability Committee | | * Board Chair | |

  4. Corporate Governance Snapshot

    Corporate Governance Snapshot We are committed to maintaining robust governance practices and a strong ethical culture that benefits the long-term interests of our shareholders. We, with the oversight of our Board, regularly review, update, and enhance our corporate governance practices and compliance and training programs, as appropriate, in light of shareholder interests, changes in applicable laws, regulations, and stock exchange requirements, and the evolving needs of our business. Our corporate governance and compliance practices include:

  5. Corporate Governance Snapshot

    | Director Independence & Board Leadership | • 10 of 11 Director nominees are independent • 3 fully independent Board committees • Independent Board Chair • Independent Directors regularly meet in executive session | | Board and Committee Self Evaluations | • Annual Board and committee self-assessments • Board Chair or the Chair of the Governance and Sustainability Committee consult with each Director, supplementing formal evaluations | | Tenure | • Balance of new and experienced Directors. 36% of Director nominees have tenures of less than 5 years, and the average tenure is ~6 years • Director retirement policy states that Directors may not stand for reelection after age 75 and does not permit waivers or exceptions | | Best Practices | • Active shareholder engagement • Absolute majority voting for Directors in uncontested elections • A comprehensive anti-hedging and anti-pledging policy is in place under our Insider Trading Policy • Clawback policy providing for the mandatory recoupment of incentive compensation for financial restatements, discretionary recoupment of incentive-based and equity compensation for misconduct that has the potential to cause material reputational harm, and discretionary recoupment of certain compensation from culpable individuals in certain circumstances • Maintain an equity award grant policy establishing standard, predetermined equity grant practices to avoid any actual or perceived market timing of equity awards • No shareholder rights plan or poison pill | | Risk Oversight | • Risk oversight by the Board and its committees • Board and committee oversight of sustainability and other environmental, social, and governance matters • Board and committee oversight of cybersecurity and AI | | Share Ownership Requirements | • Robust executive share ownership requirements (6x of base salary for the CEO, 3x base salary for all other NEOs) • Robust Director share ownership requirements (5x of annual retainer) |

  6. Corporate Governance Snapshot

    Our Board has adopted Corporate Governance Guidelines, a Code of Ethics, and charters for our Governance and Sustainability Committee, Audit Committee, Compensation and Talent Development Committee, and Executive Committee. These documents will assist the Board in exercising its responsibilities and serve as a framework for the effective governance of the Company. You can access our current committee charters, our Corporate Governance Guidelines and our Code of Ethics in the “Corporate Governance” section of the “Investor Relations” page of our website.

  7. Executive Compensation Highlights

    Executive Compensation Highlights Proposal Number Five is our annual advisory vote on the Company’s executive compensation philosophy and program. Detailed information regarding these matters is included under the heading “Compensation Discussion & Analysis,” and we urge you to read it in its entirety. Our compensation philosophy and structure for executive officers remains dedicated to the concept of paying for performance and continues to be heavily weighted with performance-based awards.

  8. Executive Compensation Highlights

    | Pay-for-performance | • Set the majority of compensation as variable and at-risk • Tie incentives to performance against financial, operational, strategic, and individual goals • Use quantifiable and measurable performance metrics and goals that are clearly disclosed • Provide significant upside and downside potential for superior and low performance | | Target pay appropriately | • Conduct competitive market-based total compensation benchmark analysis against similarly sized industrial companies for comparable positions | | Align interests with our stakeholders | • Design programs that discourage unnecessary or excessive risk-taking • Cap payout opportunities under the incentive plans • Require minimum vesting periods for equity awards • Reward long-term financial results that drive value creation through a balanced equity mix • Operate meaningful share ownership guidelines • Maintain a pay recoupment (i.e., clawback) policy that exceeds regulatory requirements • Maintain an equity award grant policy establishing standard, predetermined equity grant practices • Prohibit insider trading, hedging, and pledging of Company stock • Engage with shareholders on executive compensation matters • Engage an independent compensation consultant to provide analysis and advice • Conduct an annual say-on-pay vote | | Avoid poor governance practices | • No tax gross-ups on any change-in-control benefits • No single-trigger accelerated vesting on a change-in-control (double-trigger provisions) • No discounting, reloading, or re-pricing of share options without shareholder approval • No guaranteed compensation or guaranteed increases • No excessive perquisites • No employment agreements with executive officers, except where legally required, in which case they follow market norms • No dividends paid on unvested restricted share units or performance share units until such awards vest |

  9. Executive Compensation Highlights

    Agenda Items PROPOSAL NUMBER ONE

  10. Election of Directors

    Election of Directors This proxy summary is intended to provide a broad overview of our 2025 performance, corporate governance, and compensation highlights. As this is only a summary, we encourage you to read the entire Proxy Statement for more information prior to voting.

  11. Election of Directors

    | Timothy M. Archer, Age 58 Director Since: March 2024 Independent: Yes Committee: Compensation Other Public Directorships: Lam Research Corporation | Reason for Nomination • Extensive experience in the technology industry throughout his career, including in his current role as CEO of Lam Research. • Experience leveraging digital technology to enable and drive service growth through a mix of equipment and software. • Experience in driving growth in an evolving and increasingly complex industry driven by technology and innovation. • Experience in leading a global manufacturing, service and technology company. • Experience in establishing and driving Lam’s sustainability initiatives, including setting renewable energy and net zero targets. • Experience in leading complex transactions, including mergers and acquisitions. Professional Experience and Background • President and Chief Executive Officer of Lam Research Corporation, a global supplier of innovative wafer fabrication equipment and services to the semiconductor industry, since December 2018. • Previously served as President and Chief Operating Officer from January 2018 until December 2018 and Executive Vice President, Chief Operating Officer from 2012 until 2018. • Spent 18 years at Novellus Systems, Inc., a manufacturer of equipment used in the fabrication of integrated circuits, in various technology development and business leadership roles, including most recently as Chief Operating Officer from 2011 to 2012. • Began his career in 1989 at Tektronix, where he was responsible for process development for high-speed bipolar integrated circuits. • Currently serves on the International Board of Directors for SEMI, the global industry association representing the electronics manufacturing and design supply chain. |

  12. Election of Directors

    | Jean Blackwell, Age 71 Director Since: June 2018 Independent: Yes Committees: Governance, Executive Other Public Directorships: Ingevity Corporation | Reason for Nomination • Extensive experience as a global business leader, including serving as the CFO of Cummins Inc. • Significant board leadership experience through her service as board chair and chair of multiple committees at other public companies. • Extensive experience with public policy and sustainability topics through service as CEO of the Cummins Foundation and Executive Vice President of Corporate Responsibility for Cummins Inc. • Deep financial acumen as CFO and a senior finance leader in the industrial sector. • Significant knowledge of the global marketplace gained from her business experience and background. Professional Experience: • Served as Chief Executive Officer of Cummins Foundation and Executive Vice President, Corporate Responsibility, of Cummins Inc., a global power leader that designs, manufactures, distributes and services diesel and natural gas engines and engine-related component products, from March 2008 until her retirement in March 2013. • Served as Cummins’ Executive Vice President and Chief Financial Officer from 2003 to 2008, Vice President, Cummins Business Services from 2001 to 2003, Vice President, Human Resources from 1998 to 2001, and Vice President and General Counsel from 1997 to 1998. • Served as a partner at the law firm of Bose McKinney & Evans LLP from 1984 to 1991. • Served in state government, including as Executive Director of the Indiana State Lottery Commission and State of Indiana Budget Director. • Currently serves as a Director of Ingevity Corporation, a leading global manufacturer of specialty chemicals and high-performance carbon materials. • Previously served as a Director of Celanese Corporation, a global technology and specialty materials company, from 2014 until 2024 and Essendant Inc., a leading national wholesale distributor of business products, from 2007 to 2018. |

  13. Election of Directors

    | Pierre Cohade, Age 64 Director Since: December 2018 Independent: Yes Committee: Audit Other Public Directorships: CEAT Ltd. | Reason for Nomination • Significant experience in several senior global positions, with extensive experience and expertise in China. • Experience in overseeing manufacturing and operations in China at The Goodyear Tire & Rubber Company and Triangle Tyre. • Experience engaging with regulators and governments on public policy issues in Asia. • Experience leading corporate responsibility initiatives at Goodyear Tire & Rubber Company and Triangle Tyre. • Experience leading large business units at The Goodyear Tire & Rubber Company, Danone SA, and Eastman Kodak Co. Professional Experience: • Served as the Chief Executive Officer of Triangle Tyre, China’s largest private tire manufacturer, from 2015 to 2016. • Served as Senior Advisor at ChinaVest, Wells Fargo’s investment banking affiliate in China, from 2013 until 2015. • Served as the President, Asia Pacific, of The Goodyear Tire & Rubber Company from 2004 to 2011. • Served as the Division Executive Vice President of the Global Water and Beverage division of Danone SA from 2003 until 2004. • Served in roles of increasing responsibility at Eastman Kodak Co. from 1985 until 2002, ultimately serving as the Chairman of Kodak’s Europe, Africa, Middle East, and Russia Region. • Currently serves as a director of CEAT Ltd., one of India’s leading tire manufacturers, and Eurofor Group, a manufacturer and distributor of drilling machines and equipment. • Previously served as a director of Acorn International Inc., a leading marketing and branding company in China focused on content creation, distribution, and product sales through digital media, from 2017 to 2021, and Deutsche Bank China from 2017 to 2023. |

  14. Election of Directors

    | W. Roy Dunbar, Age 64 Director Since: June 2017 Independent: Yes Committee: Governance Other Public Directorships: Duke Energy Corporation McKesson Corporation SiteOne Landscape Supplies | Reason for Nomination: • Career-spanning depth of experience across numerous disciplines including healthcare, information technology, payments, insurance and renewable energy. • Experience in global leadership and service as a director of companies across multiple sectors. • Experience in leading innovation through information technology at MasterCard and Eli Lilly, including managing cybersecurity risk. • Significant experience as a leader and director across the US and international markets. Professional Experience: • Served as Chairman of the Board of Network Solutions, a technology company and web service provider, and was the Chief Executive Officer from January 2008 until October 2009. • Served as the President of Global Technology and Operations for MasterCard Incorporated from September 2004 until January 2008. • Served in various positions at Eli Lilly and Company for 14 years, including President of Intercontinental Operations, and earlier as Chief Information Officer. • Currently serves as a director of Duke Energy Corporation, one of America’s largest energy holding companies, McKesson Corporation, a national wholesale distributor of pharmaceuticals and SiteOne Landscape Supply, Inc., a national wholesale distributor of landscape supplies. • Previously served as Director of Humana, Inc., Lexmark International and iGate. |

  15. Election of Directors

    | Gretchen R. Haggerty, Age 70 Director Since: March 2018 Independent: Yes Committees: Audit, Executive Other Public Directorships: Teleflex Corporation Atmus Filtration Technologies, Inc. | Reason for Nomination: • Deep financial acumen as CFO and senior finance leader in steel and energy industries. • Financial oversight experience as a director on the audit committee of multiple companies. • Experience serving on the board of directors of multiple international companies. • Significant knowledge of the global marketplace gained from her business experience and background. • Experience leading global teams. Professional Experience: • Had a 37-year career with United States Steel Corporation, an integrated global steel producer, and its predecessor, USX Corporation. • Served as Executive Vice President & Chief Financial Officer and served as Chairman of the U.S. Steel & Carnegie Pension Fund and its Investment Committee from March 2003 until her retirement. • Served in various financial executive positions at U.S. Steel and USX, beginning in November 1991 when she became Vice President & Treasurer. • Currently serves as a Director of Teleflex Corporation, a global provider of medical technology products and Atmus Filtration Technologies, a leading provider of filtration products for on-highway commercial vehicles and off-highway agriculture, construction, mining and power generation vehicles and equipment. • Previously served as a Director of USG Corporation, a leading manufacturer of building materials. |

  16. Election of Directors

    | Dr. Ayesha Khanna, Age 52 Director Since: March 2023 Independent: Yes Committee: Governance Other Public Directorships: None | Reason for Nomination: • Extensive experience in enterprise information technology, data and artificial intelligence strategy, implementation and risk, including deep, focused expertise on artificial intelligence and smart cities. • Deep understanding of risk management related to the emerging impacts of accelerating technologies, including cybersecurity, data privacy, artificial intelligence, and compliance. • Public policy experience advising governments on artificial intelligence and smart cities and through membership in organizations such as the World Economic Forum’s Global Future Councils and the Singapore Infocomm Media Authority. • Executive leadership experience in founding and leading Addo. • Experience leading global teams. Professional Experience: • Co-founder and CEO of Addo AI, a privately held artificial intelligence firm with a focus on smart cities, a position she has held since 2017. • Served as the Chief Executive Officer of The Keys Global, an education hub for students in coding, robotics, 3D printing and other new technologies, from 2015 until 2016. • Served as Co-Founder and Director of Hybrid Reality Institute, a research and advisory group established to analyze the social impact of accelerating technologies, from 2010 to 2014. • Spent more than a decade on Wall Street developing large-scale trading, risk management and data analytics systems. • Currently serves as the Director of Neom Tonomous, a subsidiary of Neom, responsible for delivering the cognitive infrastructure for the $500 billion smart city under development in Saudi Arabia. • Founder and Chair of 21st Century Girls (21C Girls), a charity delivering free coding, artificial intelligence and AI classes for girls in Singapore. • Previously, a director of Aveva, a publicly traded multinational engineering and industrial software solutions provider. • Has a PhD in Information Systems and Innovation from the London School of Economics and Political Science and has been a strategic advisor on AI, smart cities and fintech to corporations and governments |

  17. Election of Directors

    | Seetarama (Swamy) Kotagiri, Age 57 Director Since: March 2024 Independent: Yes Committee: Compensation Other Public Directorships: Magna International Inc. | Reason for Nomination: • Deep understanding of technological transformation and innovation from his experience in leading Magna. • Significant knowledge of an industry characterized by technological and product transformation driven by digital and other emerging technologies. • Significant operational knowledge and experience gained through service as CEO of Magna and leading multiple segments and businesses. • Decades of experience leading global teams and adapting to macro-economic trends. • Significant experience driving Magna’s sustainability initiatives, including establishing emissions reduction targets and a net zero commitment. • Experience in leading large acquisitions and driving organic growth. Professional Experience: • CEO of Magna International, one of the largest suppliers in the automotive space, since 2021. • Held a variety of roles of increasing responsibility at Magna International from 1999 until his appointment as Chief Executive Officer, including President, Magna International, President, Magna Power and Vision, and Executive Vice President and Chief Technology Officer. • Oversaw several of Magna’s segments and businesses, including serving as President, Magna Powertrain and President, Magna Electronics. • Holds over 12 patents in automotive product and process design. |

  18. Election of Directors

    | Jürgen Tinggren, Age 67 Director Since: March 2014 Independent: Yes Committees: Governance, Executive Other Public Directorships: N.V. Bekaert S.A. | Reason for Nomination • Extensive business experience as CEO and board member of leading global companies. • Deep understanding of building services, industrial products and installation and service businesses. • Experience as a senior executive of European, U.S. and Asia-based organizations, with a deep understanding of international markets. • Understanding of digital businesses from his tenure as director of OpenText. • Significant experience with mergers and acquisitions. • Experience leading global teams as CEO of Schindler. • Deep financial understanding as CEO of Schindler. Professional Experience: • Served as the Chief Executive Officer of the Schindler Group, a global provider of elevators, escalators and related services, from 2007 until December 2013 and was a member of the Board of Directors of Schindler from March 2014 to 2016. • Served in a variety of roles at Schindler, joining the Group Executive Committee of Schindler in April 1997, initially responsible for Europe and thereafter for the Asia/Pacific region, followed by Technology and Strategic Procurement. • Serves as Chairman and head of the Nomination and Governance Committee of N.V. Bekaert S.A., a Belgian-based supplier of steel cord products for tire reinforcement and other specialty steel wire products. • Previously served as a Director of the Sika AG Group from 2014 to 2018 and a director and Audit Committee member of OpenText Corporation from 2017 to 2020. |

  19. Election of Directors

    | Mark Vergnano, Age 67 Director Since: September 2016 Independent: Yes Committee: Compensation Other Public Directorships: Waters Corporation | Reason for Nomination: • Extensive global business experience as an executive and CEO of Chemours and DuPont. • Deep understanding of the operations, global sales, and marketing in both the chemical and industrial sectors. • Experience leading global teams as CEO of Chemours and in managing a variety of functions and business units at DuPont. • Experience developing and driving DuPont’s government affairs, public policy and corporate social responsibility strategies. • Deep financial understanding as CEO of Chemours. Professional Experience: • Served as the Chairman of the Board of The Chemours Company, a titanium technology, fluoroproducts, and chemical solutions producer, from July 2021 until his retirement in April 2022. • Served as the President and Chief Executive Officer of Chemours from July 2015 to July 2021. • Served as Executive Vice President, E. I. du Pont de Nemours and Company from 2009 to June 2015. • While at DuPont, served as Group Vice President — Safety & Protection from 2006 to 2009, Vice President and General Manager — DuPont Surfaces and Building Innovations from 2005 to 2006 and Vice President and General Manager — DuPont Nonwovens from 2003 to 2005. • Joined DuPont in 1980 as a process engineer and held a variety of manufacturing, technical and management assignments throughout multiple global locations. • Currently a director of Waters Corporation, a specialty measurement company. • Previously served as Chairman of the Board of Directors for the National Safety Council, and the American Chemistry Council and the Future of Stem Scholars Initiative. • Founding Chair of the Vergnano Institute for Impact at the University of Connecticut. |

  20. Election of Directors

    | Joakim Weidemanis, Age 56 Director Since: March 2025 Independent: No Committee: Executive Other Public Directorships: None | Reason for Nomination: • Substantial experience leading global technology and service-driven businesses. • Extensive experience scaling global companies from a foundation of customer orientation, innovation and efficiency. • Experience in driving business growth organically and inorganically. • Experience in shaping product portfolios and leveraging technology to drive financial performance. • Experience as an operational leader in a variety of businesses, regions and markets • Experience leading global teams. Professional Experience: • Became our Chief Executive Officer in March 2025. • Served as Executive Vice President of Danaher Corporation, a global science and technology company, from 2017 until 2024. • Most recently responsible for Danaher’s Diagnostics group of businesses, as well as all of Danaher’s operations in China. • Previously, responsible for the Product ID and Water Quality groups of businesses at Danaher. • Held various management positions within Danaher from 2011 until 2017. • Served as Head of Product Inspection Division of Mettler Toledo from 2005 until 2011. • Served in various operating and corporate development roles at ABB Ltd. from 1995 until 2005. |

  21. Election of Directors

    | John D. Young, Age 61 Director Since: December 2017 Independent: Yes Committee: Compensation Other Public Directorships: Novartis AG | Reason for Nomination: • Extensive experience as a business leader with 30 years of experience with Pfizer. • Specialized expertise in developing healthcare solutions in a variety of medical disciplines, utilizing technology and innovation. • Experience in corporate social responsibility as a member of the Board of the Pfizer Foundation and his role in overseeing Pfizer’s sustainability strategy and commitments. • Experience leading large business units at Pfizer. • Significant experience in a number of senior global positions at Pfizer. Professional Experience: • Served as the Chief Business Officer of Pfizer Inc. from January 2019 until December 2021 and Special Advisor to the CEO from January 2022 until his retirement in July 2022. • Served as Group President of Pfizer Innovative Health from January 2018 to December 2018 • Served as Group President, Pfizer Essential Health from June 2016 to January 2018. • Held various other roles at Pfizer, including Group President, Global Established Pharma Business from January 2014 until June 2016 and President and General Manager, Pfizer Primary Care from June 2012 until December 2013. • Served as Pfizer’s Primary Care Business Unit’s Regional President for Europe and Canada from 2009 until June 2012 and U.K. Country Manager from 2007 until 2009. • Currently a director of Novartis AG, a multinational company specializing in the research, development, manufacturing and marketing of innovative pharmaceuticals and generic medicines. • Previously a director of Arvinas, Inc., a clinical-stage biopharmaceutical company. |

  22. Election of Directors

    Election of each Director requires an affirmative vote of a majority of the votes properly cast by the holders of ordinary shares represented at the Annual General Meeting in person or by proxy. Each Director’s election is the subject of a separate resolution, and shareholders are entitled to one vote per share for each separate Director election resolution. The Board unanimously recommends that shareholders vote FOR the election of each nominee for Director to serve until the completion of the next Annual General Meeting. PROPOSAL NUMBER TWO

  23. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors The Governance and Sustainability Committee annually reviews Director compensation and recommends changes in the level and mix of compensation to the full Board. See the Compensation Discussion and Analysis for a detailed discussion of the Compensation and Talent Development Committee’s role in determining executive compensation. Non-employee Director compensation for fiscal year 2025 consisted of an annual cash retainer of $145,000 and restricted stock units (“RSUs”) with a grant date value of approximately $180,000 and a one-year vesting term. The chairs of each standing committee received an additional retainer of $25,000. Prior to the change in the Board’s leadership structure, the Lead Director received an additional retainer of $40,000. Following the change to the Board’s leadership structure, the Board Chair receives an additional retainer of $200,000. A Director who is also an employee receives no additional remuneration for services as a Director. In fiscal year 2025, the Governance and Sustainability Committee conducted its annual review of Director compensation, which included a review of industry and peer Director compensation practices. Based on this review, the Governance and Sustainability Committee recommended no changes to director compensation for fiscal year 2026. The Board believes that the compensation of its non-employee Directors is reasonable, appropriate and consistent with market practice.

  24. Compensation of Non-Employee Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)1 | Total ($) | | Current Directors | | | | | Mr. Timothy M. Archer | $145,000 | $180,000 | $325,000 | | Ms. Jean Blackwell (GC) | $170,000 | $180,000 | $350,000 | | Mr. Pierre Cohade | $145,000 | $180,000 | $325,000 | | Mr. Patrick K. Decker | $145,000 | $180,000 | $325,000 | | Mr. W. Roy Dunbar | $145,000 | $180,000 | $325,000 | | Ms. Gretchen R. Haggerty (AC) | $170,000 | $180,000 | $350,000 | | Dr. Ayesha Khanna | $145,000 | $180,000 | $325,000 | | Mr. Seetarama (Swamy) Kotagiri | $145,000 | $180,000 | $325,000 | | Mr. Jürgen Tinggren (L)3 | $178,370 | $180,000 | $358,370 | | Mr. Mark Vergnano (BC)3 | $201,726 | $180,000 | $381,726 | | Mr. John D. Young (CC)3 | $146,427 | $180,000 | $326,427 | | Retired Director | | | | | Ms. Simone Menne2 | $64,847 | N/A | $64,847 |

  25. Compensation of Non-Employee Directors

    (BC) = Board Chair (L) = Lead Director (AC) = Audit Committee Chair (CC) = Compensation and Talent Development Committee Chair (GC) = Governance and Sustainability Committee Chair (1) This column reflects the fair value of the entire amount of awards granted to Directors calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718, excluding estimated forfeitures. The fair value of RSUs is computed by multiplying the total number of shares subject to the award by the closing market price of the Company’s ordinary shares on the date of grant. RSUs granted to Board members generally vest and the underlying units are converted to shares and delivered to Board members on the anniversary of the grant date. (2) Ms. Menne retired from the Board in March 2025. (3) In connection with the retirement of George Oliver, on August 1, 2025 Mr. Vergnano assumed the role of Board Chair and the role of Lead Director, which had been held by Mr. Tinggren, was discontinued. On September 10, 2025, Mr. Young was appointed Chair of the Compensation and Talent Development Committee, succeeding Mr. Vergnano, who had served in such a role during Fiscal Year 2026 until Mr. Young’s appointment.

  26. CEO Succession Compensation

    CEO Succession Compensation As part of his appointment as Chief Executive Officer, Mr. Weidemanis received a compensation package that includes a base salary of $1,500,000 and participation in the Company’s AIPP for fiscal 2025. His target bonus opportunity under the program was 160% of his base salary and was prorated based on his start date. He also received long-term equity incentive awards for fiscal 2025, consistent with those granted to other senior executives. These awards have a total target value of $10,000,000, consisting of three-year performance share units (PSUs) with a value of $5,000,000, restricted share units (RSUs) with a value of $2,500,000 and share options with a value of $2,500,000. In addition, Mr. Weidemanis received a one-time equity grant valued at $5,000,000 on March 12, 2025. This grant includes 75% in PSUs under the Company’s fiscal 2024-2026 Long-Term Incentive Performance Program, which will vest in December 2026 based on the achievement of the performance goals established under the program, and 25% in share options that vest 50% one year after the grant date and 50% on December 7, 2026. These options may be exercised for up to 10 years from the grant date. This grant is designed to further align Mr. Weidemanis’s compensation with the interests of our shareholders and to maintain consistency with the alignment of other senior executives participating in the 2024-2026 LTIPP cycle. The cycle remains in progress, providing meaningful opportunity for Mr. Weidemanis to influence long-term performance outcomes. The Committee determined that Mr. Weidemanis’ compensation package is appropriate and aligned with the median of the market for similarly situated chief executive officers. In connection with his retirement as CEO, Mr. Oliver entered into an Employment Transition Agreement with the Company. Pursuant to the agreement, Mr. Oliver retired from his role as CEO on March 12, 2025 and continued to serve as Chairman of the Board through July 31, 2025. During this period, he received a cash retainer at an annual rate of $145,000, pro-rated for the period between March 12, 2025 and July 31, 2025, and a supplemental retainer at an annual rate of $200,000 for his service as non-executive Chairman of the Board, pro-rated for the period between March 12, 2025 and July 31, 2025. After retiring from the Board, Mr. Oliver served as an advisor to the Company from August 1, 2025 through December 31, 2025, earning a monthly advisory fee of $75,000. He was also eligible for a pro-rated award under the fiscal 2025 AIPP based on actual performance for the full fiscal year, pro-rated for the period from October 1, 2024 through his March 12, 2025 retirement date. In addition, Mr. Oliver’s outstanding equity awards continued to vest according to their original schedules until the completion of his advisory services under the Employment Transition Agreement. Upon his separation, a pro-rata portion of Mr. Oliver’s remaining unvested restricted share units and share options vested on a pro-rata basis, with options remaining exercisable through their original expiration dates, and a pro-rata portion of Mr. Oliver’s remaining unvested and unearned performance share units remained eligible to vest and be earned based on actual performance following the end of the applicable three-fiscal-year performance period.

  27. Fiscal 2025 Compensation

    Fiscal 2025 Compensation Our compensation program is designed to align compensation effectively and transparently with performance. Accordingly, the performance described on the previous pages is reflected in the outcomes under our compensation program, with fiscal 2025 annual incentives and fiscal 2023-2025 Performance Share Unit (“PSU”) awards being earned above target.

  28. Fiscal 2025 Compensation

    | Fiscal 2025 annual incentive awards paid out at 176.6% of target for the NEOs. See page 57 for details | Fiscal 2023-2025 PSU awards subject to a three-year performance period concluding September 30, 2025 paid out at 124.2% of target. See page 61 for details |

  29. Pay for Performance

    Pay for Performance To assess the alignment between performance and compensation, the Compensation and Talent Development Committee (the “Committee”) relies on advice from its independent compensation consultant, Farient Advisors LLC (“Farient”). Farient evaluates the relationship between performance and compensation and the Committee then considers this relationship in making and recommending pay decisions pertaining to executives and the CEO. On the Committee’s behalf, Farient used several methods in assessing our pay for performance alignment, including: • Farient’s proprietary alignment methodology, which assesses the extent to which 3-year Total Shareholder Return (TSR) and 3-year average Performance-Adjusted Compensation (which includes actual salary, actual annual incentives paid, and the value of equity at the end of the 3-year period using actual PSU awards, if known, and target PSU awards for incomplete performance cycles, and the Black-Scholes value of options granted during the 3-year period, all valued at the stock price at the end of the 3-year period) are aligned; • A review of pay-for-performance tests used by proxy advisory firms; • An analysis of realizable pay relative to target pay compared to peers; and • A review of our Pay Versus Performance disclosure, including the relationship of CEO and NEO compensation actually paid versus our TSR and net income and our peer TSR. Given the results of these assessments, the Committee concluded that Johnson Controls’ executive compensation, including that for the CEO, is aligned with our performance.

  30. Navigating the CD&A

    | Executive Compensation Framework | Executive Compensation Philosophy and Principles | Elements of Executive Compensation | Page 48 | | Executive Compensation Management | Roles in Determining Executive Compensation | Use of an Independent Compensation Consultant | Annual Say-on-Pay Vote | Shareholder Engagement | Use of Market Data | Metric Selection and Goal Setting | Page 51 | | Fiscal 2025 Compensation Decisions and Outcomes | Base Salary | Annual Incentive Performance Program | Long-Term Equity Incentive Awards | Retention Awards | New Hire Awards | Page 55 | | Additional Information | Other Executive Compensation Policies | Executive Benefits and Perquisites | Executive Severance and Change-in-Control Policy | Global Executive Assignment Agreement | Tax and Accounting Considerations | Compensation Risk Assesment | Page 62 |

  31. Executive Compensation Philosophy and Principles

    | Pay-for- performance | ✓ Set majority of compensation as variable and at-risk ✓ Tie incentives to performance against financial, operational, strategic and individual goals ✓ Use quantifiable and measurable performance metrics and goals that are clearly disclosed ✓ Provide significant upside and downside potential for superior and low performance | | Target pay appropriately | ✓ Conduct competitive market based total compensation benchmark analysis against similarly sized industrial companies for comparable positions | | Align interests with our stakeholders | ✓ Design programs that discourage unnecessary or excessive risk-taking ✓ Cap payout opportunities under the incentive plans ✓ Require minimum vesting periods for equity awards ✓ Reward long-term financial results that drive value creation through a balanced equity mix ✓ Operate meaningful share ownership guidelines ✓ Maintain a pay recoupment (i.e., claw back) policy that exceeds regulatory requirements ✓ Prohibit insider trading, hedging and pledging of Company stock ✓ Maintain Equity Award Grant Policy ensuring appropriate policies and practices with respect to equity awards ✓ Engage with shareholders on executive compensation matters ✓ Engage an independent compensation consultant to provide analysis and advice ✓ Conduct an annual say-on-pay vote | | Avoid poor governance practices | ✘ No tax gross-ups on any change-in-control benefits ✘ No single-trigger accelerated vesting on a change-in-control (double-trigger provisions) ✘ No discounting, reloading or re-pricing of share options without shareholder approval ✘ No guaranteed compensation or guaranteed increases ✘ No excessive perquisites ✘ No employment agreements with executive officers, except where legally required, in which case they follow market norms ✘ No dividends paid on unvested restricted share units or performance share units until such awards vest |

  32. Elements Of Executive Compensation

    | Element | Purpose | Performance Alignment | Recent Changes | | Base Salary | Recognize role scope, skills required, performance, contribution, leadership, and potential | Individual performance considered when determining changes | Mr. Vandiepenbeeck received a 13.3% increase and Ms. Brandt received a 7.1% increase in base salary, recognizing performance and aligning with competitive market positioning. The other NEOs did not receive increases in their base salaries for fiscal 2025. Mr. Weidemanis’ base salary was set in alignment with the median of the market for similarly situated officers. Mr. Scalia’s base salary was based on a competitive analysis of the market, Mr. Scalia’s compensation at his prior role and incentivizing Mr. Scalia to accept employment with the Company. | | Annual Incentive Award | Tie compensation to the successful execution of our operating plan and strategic goals as well as Business Unit and individual performance | Opportunity of 0%-200% of target based on performance Based on performance against three equally weighted financial metrics: EBIT Growth, revenue growth, and free cash flow conversion; a strategic initiative modifier (+/- 15%) based on performance against pre-established shared strategic priorities; a Business Unit performance modifier; and an individual modifier (+10%/-25%) | The NEOs did not receive increases to their target opportunity percentage for fiscal 2025. Mr. Weidemanis’ annual incentive award was set in alignment with the median of the market for similarly situated officers. Mr. Scalia’s annual incentive award was based on a competitive analysis of the market, Mr. Scalia’s compensation at his prior role and incentivizing Mr. Scalia to accept employment with the Company. | | Long-Term Incentive Equity Awards | Attract, retain and motivate executive talent; align interests with our shareholders and value realization with stock price; drive accountability for long-term performance | PSUs (50%), share options (25%) and RSUs (25%) PSUs are based on performance against three equally weighted measures assessed over three years: cumulative pre-tax earnings, recurring revenue and relative TSR versus the S&P 500 Industrials; realized PSU values vary based on the value of Johnson Controls share price Share option and RSU value realization are tied to Johnson Controls’ stock price performance PSUs cliff vest after three-year performance period; Options vest 50% after two years and 50% after three years; RSUs vest equally over three years | Mr. Vandiepenbeeck received a 18.2% increase, Ms. Brandt received a 12.5% increase and Mr. Oliver received a 9.1% increase to their target long-term incentive, recognizing performance and aligning with competitive market positioning. The other NEOs did not receive increases in their target long- term incentive compensation for fiscal 2025 Mr. Weidemanis’ long-term incentive award was set in alignment with the median of the market for similarly situated officers. Mr. Scalia’s long-term incentive award was based on a competitive analysis of the market, Mr. Scalia’s compensation at his prior role and incentivizing Mr. Scalia to accept employment with the Company. |

  33. Use of an Independent Compensation Consultant

    Use of an Independent Compensation Consultant The Committee has the sole authority to engage the services of outside advisors, experts, and others to assist in performing its duties. Since December 2017, the Committee has engaged Farient Advisors. Other than the services it provided to the Committee, Farient Advisors did not provide any services to the Company during fiscal 2025. The Committee has considered and assessed all relevant factors that could give rise to a potential conflict of interest with respect to the work performed. Based on this review, the Committee has determined that Farient Advisers is independent of the Company and its management and did not identify any conflict of interest.

  34. Use of Market Data

    Use of Market Data The Committee engages the independent compensation consultant to undertake an annual review of the compensation peers that are used to provide insight into market-competitive pay levels and practices. In partnership with our independent compensation consultant, a robust process has been established to appropriately assess the relevance of different companies in the context of making compensation comparisons. As with prior years, an established process was used to assess the peer group composition and establish the fiscal 2025 peers.

  35. Use of Market Data

    | U.S. Traded Companies | Companies traded on U.S. stock exchanges that will disclose compensation levels and design practices for NEOs | | Similar Business Models | Companies that operate in similar arenas, requiring similar skills and experiences from their executive talent, and being subject to similar market forces | | Size (Revenue Within 1/2x-2x Range) | Companies of a broadly relevant revenue size as an indicator of complexity and scope for executive roles; companies that are of a reasonable revenue size for making market comparisons | | S&P 500 Industrials Company | Companies that operate in the broad industrials arena, again indicating executive talent with relevant skills and companies that are subject to similar market forces | | Geographic Footprint | Companies with international revenue of at least 35% of their total revenue, indicating multi-national operations, the complexity that results in and the associated skills required by executives | | Other Factors | Other factors that are relevant as it pertains to global business operations and executive talent, such as operations that emphasize technology |

  36. Use of Market Data

    | Fiscal 2025 Compensation Peers | | | • 3M Company • Carrier Global Corporation* • Caterpillar Inc. • Cummins Inc. • Deere & Company • Eaton Corporation* • Emerson Electric Co. | • General Dynamics Corporation • Honeywell International, Inc.* • Otis Worldwide Corporation* • Parker Hannifin Corporation • Stanley Black & Decker Inc. • Trane Technologies* |

  37. Use of Market Data

    (*) The Committee also references subsets of the compensation peers for goal-setting purposes, inclluding a subset of the Company’s compensation peers that operate in the HVAC industry and a subset of certain compensation peers together with Api Group, Allegion, and Lennox. These additional companies are excluded as compensation peers because they do not meet the evaluation criteria used for our analysis. Additional information on the goal setting process is summarized in the following section. At the time of approval of the fiscal 2025 compensation peers, Johnson Controls ranked at the 53rd percentile relative to compensation peers with respect to revenue. The Committee remains comfortable that this compensation peer group is appropriate. The Committee considers pay data from the compensation peer group as one of several reference points it uses to target total direct compensation (base salary, annual incentive target, and long-term incentive target). In using the data, the Committee sets pay at a market competitive rate intended to balance the objectives of ensuring appropriate pay positioning in the market while enabling the Company to attract and retain high-performing talent in a competitive environment. Given reliable proxy data is only consistently available for the CEO and CFO, the Committee references general industry survey data using the same approach for these as well as all other roles. The variation of actual pay relative to the market data is dependent on the executive officer’s performance, experience, knowledge, skills, level of responsibility, potential to impact on our performance and future success, the need to attract, retain and motivate strategic talent.

  38. Metric Selection and Goal Setting

    Metric Selection and Goal Setting Central to our pay-for-performance philosophy is maintaining a rigorous goal setting process that is used to determine both our annual and long-term incentive plan performance targets. Each year, management, the Committee, and our independent consultant spend meaningful time determining metrics, goal ranges, and testing the appropriateness of our incentive program thresholds, targets, and maximums. For fiscal 2025, the Committee reaffirmed its support of the fundamental aspects of program design, including the performance metrics used in fiscal 2025. Following agreement on the metrics, we establish the performance goals and ranges associated with each of them. The objective is to set ranges that contain adequate stretch to incentivize performance but also fit within our risk framework so as not to encourage excessive risk taking. In setting goals, we take account of the Company’s historical and projected performance, historical and expected performance of the S&P 500 Industrials, and historical and projected performance of our compensation and select peer group in conjunction with our annual plan and external macro-economic factors impacting on our business. Based on the data, management proposes goal ranges for each performance metric to the Committee, which are also assessed by the independent compensation consultant. In its analysis, our independent consultant assesses the probability of achievement of our threshold, target, and maximum goals given historical performance realized among peers and the S&P 500 Industrials and provides the Committee with an independent perspective on the robustness of our goals. The Committee tests the stretch and potential payouts to ensure they are challenging, and the level of performance will be reflected appropriately in the payout levels.

  39. Annual Incentive Performance Program (AIPP)

    Annual Incentive Performance Program (AIPP) Our AIPP rewards executives for their execution of our operating plan, commitment to sustainability, employee engagement and inclusion, and other strategic initiatives, as well as for financial performance that drives long-term shareholder value creation. Award opportunities are positioned relative to the competitive market for comparable jobs. This plan places a significant portion of total cash compensation at risk, thereby aligning executive rewards with financial results. It also offers an opportunity for meaningful pay differentiation tied to the performance of the enterprise, Business Unit, and individual contributions. Payment is capped at 200% regardless of the achievement of the strategic and individual modifiers and Business Unit performance.

  40. Annual Incentive Performance Program (AIPP)

    | Financial PerformanceX | Strategic Initiative Modifier +/- 15% | = | AIPP Result and Funding PoolX | Business Unit PerformanceX | Individual Contribution Modifier +10%/-25% | = | Final Payout Subject to 200% of Target Cap |

  41. Annual Incentive Performance Program (AIPP)

    In December 2024, the Committee approved the fiscal 2025 AIPP performance measures and their associated goals. Financial measures remained unchanged, consisting of earnings before interest and taxes (EBIT) growth, revenue growth, and enterprise free cash flow conversion. The Strategic Incentive Modifier remained unchanged to further align with our business strategy, rewarding our ability to drive services growth. These measures, defined below, were selected as they focus our executive officers on the Company’s performance, profitability, operating strength and efficiency. Once the fiscal 2025 AIPP funding is established, the CEO assesses each Business Unit’s financial, sustainability and organizational health results to determine specific Business Unit AIPP pools (total combined pool not to exceed the overall pool created by the financial and strategic results). Finally, an individual contribution modifier is applied. The CEO assesses individual performance for the NEOs other than himself; the Committee assesses the CEO’s performance.

  42. Annual Incentive Performance Program (AIPP)

    | Metrics and Definition | Weight | Why it Matters | | EBIT growth | Net income adjusted for income tax expense, financing costs, foreign exchange and certain significant special items, such as, transaction/ integration/ separation costs, impairment charges, in-year acquisitions/divestitures, restructuring costs, mark-to-market adjustments related to restricted asbestos investments and pension and post- retirement plans and the adoption of new accounting pronouncements, all as reflected in our audited financial statements that appear in our Annual Report on Form 10-K. | 1/3 | Aligns annual organic EBIT growth resulting from effective and efficient execution of our operating plan to broadly comparable companies subject to similar external market and economic factors. | | Revenue growth | Revenue adjusted for the impact of foreign exchange and in-year acquisitions/divestitures. | 1/3 | Aligns annual organic revenue growth resulting from strong sales execution, product and innovation investments, and market share gains to broadly comparable companies subject to similar external market and economic factors. | | Free cash flow conversion | Free Cash Flow divided by Net Income attributable to JCI. Net Income attributable to JCI is adjusted for certain significant special items such as transaction/integration/separation costs, impairment charges, acquisitions/divestitures, restructuring costs, one-time tax items and the adoption of new accounting pronouncements, all as reflected in our audited financial statements that appear in our Annual Report on Form 10-K. Free Cash Flow is defined as cash provided by operating activities less capital expenditures and excludes the impacts from (1) the cash flows associated with the Company’s JC Capital customer financing program, (2) effective January 1, 2024, the discontinuing of accounts receivable factoring programs and (3) cash impacts the water systems Aqueous Film Forming Foam settlement and related insurance recoveries. Management believes this provides a truer representation of the company’s operational ability to convert cash, without the contrary impact from financing activities, receivables factoring or the Aqueous Film Forming Foam settlement. | 1/3 | Establishes annual free cash flow conversion targets resulting from trade working capital and other operating cash flow initiatives accompanied with disciplined capital expenditure management. Our ability to generate cash is critical to our growth and funding of operating activities. | | Corporate strategic initiative modifier | One metric is utilized: • Achievement of year-over-year organic service revenue growth. | Modifier +/-15% | Improving this measure has a significant impact on the share price and on meeting the investment community’s expectations. | | Business Unit results | Once the overall AIPP pool is created from the financial and strategic performance of the enterprise, the CEO assesses the results of each specific Business Unit for our NEO’s and other participating executives. This assessment takes into consideration financial and sustainability results achieved by each Business Unit to distribute the overall AIPP appropriately based on performance (total combined pool not to exceed the overall pool created by the financial and strategic results). NEOs and executives that are not part of a specific Business Unit are measured against the financial and strategic performance of the enterprise. | Modifier% | Enables higher awards for Business Units who obtain higher level performance and achievements. | | Individual modifier | Leadership actions and behaviors are assessed related to each focus area: • Growth: Business financial performance • High-performance culture: Sustainability and organizational health | Modifier +10% / -25% | Enables the Committee to adjust awards informed by a judgment-based assessment of how performance was delivered versus our culture and values and any exceptional circumstances during the year. |

  43. Annual Incentive Performance Program (AIPP)

    The same metrics and overall strategic modifier apply to all NEOs. Payment is capped at 200%.

  44. Fiscal 2025 AIPP Performance

    | | | Fiscal 2025 Performance Goals | | | | Payout Factor | | | Financial Performance Metric | Weight | Threshold | Target | Maximum | Actual | Unweighted | Weighted | | EBIT Growth | 1/3 | 7.0% | 12.5% | 17.0% | 15.1% | 156.8% | 176.6% | | Revenue Growth | 1/3 | 3.0% | 5.0% | 7.0% | 6.46% | 173.0% | | | Enterprise Free Cash Flow Conversion | 1/3 | 80% | 86% | 96% | 102% | 200% | |

  45. Fiscal 2025 AIPP Performance

    | NEO | Target Opportunity (% salary) | Target Opportunity | Financial and Strategic Payout Factor | Business Unit Modifier | Individual Modifier % | Total Payout Factor | Fiscal 2025 Annual Incentive Award | | Joakim Weidemanis | 160% | $2,400,000 | 176.6% | 100% | 100% | 176.6% | $2,357,247 | | Marc Vandiepenbeeck | 100% | $850,000 | 176.6% | 100% | 100% | 176.6% | $1,501,100 | | Lei Schlitz | 90% | $697,500 | 176.6% | 100% | 100% | 176.6% | $1,231,785 | | Julie Brandt | 90% | $675,000 | 176.6% | 100% | 100% | 176.6% | $1,192,048 | | George R. Oliver | 160% | $2,400,000 | 176.6% | 100% | 100% | 176.6% | $1,892,765 |

  46. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards Another key element in the compensation of our executive team is long-term equity incentive awards, which tie a significant portion of compensation to the Company’s performance over time. In fiscal 2025, three different types of long-term incentive awards were granted to our NEOs: In combination, we believe these grants provide a balanced focus on sustainable long-term shareholder value creation and retention of key executives in the interests of our collective stakeholders. They are also reflective of market practice within our compensation peer group. The total target grant value is established using applicable benchmarking and other market data to determine a competitive rate intended to balance the objectives of ensuring appropriate pay positioning in the market while enabling the Company to attract, recruit and retain high-performing talent in a competitive environment. Following a review of compensation in September 2024, adjustments were made to fiscal 2025 target long-term incentive opportunities for certain executives to recognize strong performance and ensure alignment with competitive market positioning. Specifically, Mr. Vandiepenbeeck received an 18.2% increase, Ms. Brandt received a 12.5% increase, and Mr. Oliver received a 9.1% increase. Long-term incentive values for Ms. Schlitz remained unchanged.

  47. Long-Term Equity Incentive Awards

    | Fiscal 2025 Long-Term Equity Grant | | | | | | NEO | Target Value of Share Options | Target Value of RSUs | Target Value of PSUs | Total Target Value of Award | | Joakim Weidemanis | $2,500,000 | $2,500,000 | $5,000,000 | $10,000,000 | | Marc Vandiepenbeeck | $825,000 | $825,000 | $1,650,000 | $3,300,000 | | Lei Schlitz | $687,500 | $687,500 | $1,375,000 | $2,750,000 | | Julie Brandt | $506,250 | $506,250 | $1,012,500 | $2,025,000 | | Chris Scalia* | — | — | $1,500,000 | $1,500,000 | | George R. Oliver | $3,000,000 | $3,000,000 | $6,000,000 | $12,000,000 |

  48. Long-Term Equity Incentive Awards

    (*) Mr. Scalia received a prorated fiscal 2025 long-term incentive award, delivered entirely in the form of a performance share unit (PSU) grant upon his hire date.

  49. Fiscal 2025-2027 Performance Share Units

    Fiscal 2025-2027 Performance Share Units Performance Share Units (“PSUs”) help to ensure our executives’ pay is directly linked to the achievement of strong, sustained long-term operating performance. The balance of metrics focuses senior leaders on making strategic investments that optimize long-term shareholder value. For fiscal 2025-2027 awards, the Committee remained committed to using three-year cumulative metrics and maintaining a balanced emphasis on pre-tax earnings, recurring revenue and TSR aligned with our strategy to drive growth through digitally- enabled products, services and solutions over the building lifecycle.

  50. Fiscal 2025-2027 Performance Share Units

    | Metrics, Weight and Definition | Weight | Why it Matters | | Pre-tax earnings growth | Income before income taxes plus non-controlling interests, adjusted for foreign exchange, in-year acquisitions/divestitures and for certain significant special items, such as transaction/ integrations/ separation costs, gain or loss on divestitures, impairment charges, restructuring costs, mark-to-market adjustments related to restricted asbestos investments and pension and post-retirement plans, and the adoption of new accounting pronouncements — all as reflected in our audited financial statements that appear in our Annual Report on Form 10-K. | 1/3 | Aligns three-year organic pre-tax earnings growth resulting from the effective execution of our strategic operating plan to broadly comparable companies subject to similar external market and economic factors. Our ability to generate long-term profitability is critical to our growth and funding of operating activities. | | Recurring Revenue | Recurring revenue is a sales transaction that repeats at intervals into the future for the use or access to a product, technology or service. Unlike one-off sales, these revenues are predictable, stable and can occur at regular intervals going forward with a high degree of certainty (i.e., contract). Current recurring revenue contract types include Planned Service Agreement (PSA), Operations & Management (O&M), Facility Management (FM), Public, Private, Proprietary (P3), Measurement Verification (M&V), Performance Infrastructure (PI), Building Monitoring, Software license (i.e. SSA), Subscriber contracts, Subscription models, as a Service (aaS), Leasing and Monitoring. Product sales, installation sales and Labor & Maintenance do not qualify as recurring revenue. Revenues are adjusted for the impact of foreign exchange and in-year acquisitions/divestitures. Capital leases do not qualify as recurring revenue, only operational leases. | 1/3 | Establishes forward looking three-year recurring revenue targets, providing an effective indicator of future top-line growth prospects and drives long-term performance and value creation. Aligns with our digitally enabled products, services and solutions growth strategy. | | TSR relative to S&P 500 Industrials | Percentage change in Johnson Controls’ share price over the performance period (with an adjustment for reinvestment of dividends), relative to S&P 500 Industrials. The starting price is based on the 30-trading-day average preceding the start of the performance cycle. The ending price is based on the 30-trading-day average preceding the end of the performance cycle. | 1/3 | Aligns our three-year stock performance, including reinvestment of dividends, to the S&P 500 Industrials. Investors recognize TSR as an appropriate measure to motivate executives and achieve alignment with shareholder interests. |

  51. Fiscal 2025-2027 Performance Share Units

    The Committee set the earnings growth and recurring revenue thresholds, targets and maximums for the fiscal 2025-2027 performance period based on Johnson Controls’ long-term strategic plan, as well as consideration of long-term performance expectations for the S&P 500 Industrials. This approach ensures that we provide competitive incentive compensation based on market competitive performance while continuing to focus on our strategic long-term commitments. Given the commercial sensitivity of our long-term goals, the 2025 PSU performance goals will be disclosed at the conclusion of the three-year performance period.

  52. Fiscal 2025-2027 Performance Share Units

    | | | Fiscal 2025-2027 Performance Goals | | | | Performance Metric | Weight | Threshold | Target | Maximum | | Pre-tax Earnings Growth | 1/3 | The three-year performance goals associated with these measures will be disclosed at the conclusion of the performance period | | | | Recurring Revenue | 1/3 | | | | | TSR Relative to S&P 500 Industrials | 1/3 | ≥25th percentile | 50th percentile | ≥75th percentile |

  53. Fiscal 2025-2027 Performance Share Units

    | Performance Metric | Below Threshold | Threshold | Target | Maximum | | Payout (% of Target) | 0% | 50% | 100% | 200% |

  54. Fiscal 2025-2027 Performance Share Units

    The payout opportunity in respect of each element is calculated separately and weighted to arrive at a final payout. The payout is calculated using interpolation between threshold and target, and target and maximum.

  55. Fiscal 2023-2025 Performance Share Units

    Fiscal 2023-2025 Performance Share Units The 2023-2025 PSU awards were subject to three independently weighted measures, Pre-tax Earnings Growth, Recuring Revenue and Relative TSR. We set challenging goals for the 2023-2025 PSU awards intended to drive above market performance. During the performance period, we delivered strong overall performance that generated exceptional shareholder return while not fully realizing the ambitious goals we set to drive growth and recurring revenue. This was evidenced through top-quartile TSR relative to S&P 500 Industrials being offset by below target Pre-Tax Earnings Growth and Recurring Revenue. Based on cumulative performance over three-years, awards vested at 124.2% of target, reflecting our commitment to pay for performance.

  56. Fiscal 2023-2025 Performance Share Units

    | | | Fiscal 2023-2025 Performance Goals | | | | | | | Performance Metric | Weight | Threshold | Target | Maximum | Actual Performance | Results | Weighted Performance | | Pre-tax Earnings Growth | 1/3 | $579 | $1,138 | $1,510 | $1,043 | 91.5% | 30.5% | | Recurring Revenue | 1/3 | $436 | $667 | $988 | $580 | 81.3% | 27.1% | | TSR Relative to S&P 500 Industrials | 1/3 | ≥ 25th percentile | 50th percentile | ≥ 75th percentile | 81.4th percentile | 200% | 66.6% | | 2023-2025 PSU Final Payout Percentage | | | | | | | 124.2% |

  57. Fiscal 2025 Share Options and Restricted Share Units

    Fiscal 2025 Share Options and Restricted Share Units By awarding share options and RSUs, we link long-term incentives directly to our share price. If our share price decreases, so does the value of the executive officer’s compensation. Share options and RSUs also help us maintain competitive compensation levels in the market and retain high-performing employees through multi-year vesting requirements. We valued fiscal 2025 share options using a Black-Scholes valuation. Their strike price is equal to the closing price of our ordinary shares on the date of the grant. Fifty percent of each share option award vests two years after the date of grant, and the other fifty percent vests three years after the date of grant. Share option vesting is subject to continued employment, with earlier vesting upon retirement, and share options have a ten-year exercise term. The Committee does not permit or engage in “backdating,” repricing or cash buyout of share options. We value RSUs based on the closing price of our shares at the date of the grant. RSUs generally vest in equal installments over three years.

  58. Retention Awards

    Retention Awards During fiscal 2025, the Committee approved one-time equity retention awards for Ms. Brandt and Mr. Vandiepenbeeck to support leadership continuity during a period of transition, including the Company’s portfolio simplification efforts and CEO succession plan. Ms. Brandt received RSUs that will vest 100% after one year, recognizing her strong performance and continued engagement. Mr. Vandiepenbeeck received a RSUs that will vest in full on the fifth anniversary of the grant date. These awards were determined to be appropriate and retentive, designed to reinforce commitment and stability within the leadership team.

  59. Retention Awards

    | NEO | Target value of one-time RSU award | | Julie Brandt | $1,000,000 | | Marc Vandiepenbeeck | $5,000,000 |

  60. New Hire Awards

    New Hire Awards During fiscal 2025, the Board approved the new hire compensation package for Mr. Weidemanis, and the Committee approved the package for Mr. Scalia in connection with their respective officer appointments. These packages were established as part of the recruitment negotiation process and were thoroughly reviewed and approved by the Committee. Mr. Weidemanis received a one-time PSU award covering the FY2024-FY2026 performance cycle, which will vest and be paid out at the normal time based on actual performance achieved for that cycle. He also received a one-time share option award, which will vest 50% two years from the grant date and the remaining 50% three years from the grant date, with a 10-year exercise period. Mr. Scalia received a one-time cash payment of $260,000, designed to match the compensation Mr. Scalia would forefeit by leaving his prior employer, subject to repayment if he voluntarily terminates employment within two years of the payment date. He also received a one-time cash payment of $200,000 that was paid in December 2025, representing annual incentive compensation in lieu of participating in the Company’s fiscal 2025 AIPP. Mr. Scalia received a one-time PSU award for the FY2024-FY2026 cycle, which will vest and be paid out based on actual performance at the standard time. In addition, he received two RSU grants: a $2,000,000 award that vests in equal installments over three years on each anniversary of the grant date, and a $500,000 award that vests in full on the one-year anniversary of the grant date, contingent on continued employment.

  61. New Hire Awards

    | NEO | One-time cash payments | Target value of one-time FY24-FY26 PSU Award | Target value of one-time Share Option award | Target value of one-time RSU award | | Joakim Weidemanis | — | $3,750,000 | $1,250,000 | — | | Chris Scalia | $460,000 | $1,500,000 | — | $2,500,000 |

  62. Equity Grant Policy

    Equity Grant Policy As part of its continued monitoring of and response to trends and developments with respect to equity award grant practices, the Committee has established an Equity Award Grant Policy. The policy describes the Company’s delegated authority to grant equity awards, codifies pre-existing equity award practices, and establishes standardized schedules for granting equity awards. Under the Equity Award Grant Policy, annual equity awards, including the Company’s annual option, RSU and PSU awards, will generally have a grant date of the first business day of December and any off-cycle or special equity awards will generally have a grant date of the second business day following the next quarterly earnings release after the date of approval of such award. The Committee’s objective in adopting the policy was to establish standard, predetermined practices to avoid any actual or perceived market timing of equity awards and to ensure the Company maintains appropriate policies and practices with respect to equity award grants. The Committee may, however, modify or make exceptions to the general timing parameters in the policy based on special circumstances, the needs of the business or other appropriate considerations. Neither the Committee nor our Chief Executive Officer considers material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  63. Executive Severance and Change-in-Control Policy

    Executive Severance and Change-in-Control Policy The Executive Severance and Change-in-Control Policy applies to all NEOs.

  64. Executive Severance and Change-in-Control Policy

    | | Change-in-Control | Severance | | Triggers | • Involuntary termination other than for Cause, permanent disability or death within the period beginning 60 days prior to and ending two years following a change-in-control • Good reason resignation within the same period | • Involuntary termination other than for Cause, permanent disability or death. | | Cash Severance | Base salary + target annual bonus | | | Severance Multiple | CEO: 3X Other NEOs: 2X | CEO: 2X Other NEOs: 1.5X | | Claims Release | Required | | | Benefits Continuation | Aligned with severance multiple | | | Equity Acceleration | • Pro-rated equity acceleration based on number of months worked during vesting period (pro-rated PSUs based on target performance) • If the 2021 Equity and Incentive Plan would provide more favorable result, then its treatment would govern; Under the Plan, the Committee may provide either for adjustment/assumption of awards that includes a right to full vesting upon an involuntary termination or termination for Good Reason or full accelerated vesting (assuming higher of target or trend for PSUs) and a cash settlement upon the change-in-control | • Pro-rated equity acceleration based on the number of months worked during the vesting period (pro-rated PSUs based on target performance earned at vesting). | | Annual Incentive Performance Program | • Payment of a prorated portion of the target bonus amount for the year of termination | | | Excise Tax Gross-Up | None | | | Restrictive Covenants | • Unlimited time for non-disparagement, trade secrets and confidential information • Two-year post-termination non-solicitation of employees and customers • One and one-half year post-termination non-compete • Employee must affirmatively consent to be bound by these covenants as a condition of plan participation | |

  65. Summary Compensation Table for Fiscal Years 2025, 2024, and 2023

    Summary Compensation Table for Fiscal Years 2025, 2024, and 2023

  66. Summary Compensation Table for Fiscal Years 2025, 2024, and 2023

    | Name and Principal Position (a) | Year ($) (b) | Salary ($)1 (c) | Bonus ($)2 (d) | Stock/Unit Awards ($)3 (e) | Option Awards ($)3 (f) | Non-Equity Incentive Plan Compensation ($)4 (g) | All Other Compensation ($)5 (h) | Total ($)6 (i) | | Joakim Weidemanis7 Chief Executive Officer | 2025 | 825,000 | — | 12,849,088 | 3,749,993 | 2,357,247 | 182,499 | 19,963,827 | | Marc Vandiepenbeeck Executive Vice President & Chief Financial Officer | 2025 | 850,000 | — | 7,707,020 | 824,996 | 1,501,100 | 110,290 | 10,993,405 | | | 2024 | 698,077 | — | 4,820,130 | 339,996 | 695,803 | 786,772 | 7,340,778 | | Chris Scalia8 Executive Vice President, Chief Human Resources Officer | 2025 | 142,788 | 260,000 | 6,334,296 | — | — | 22,543 | 6,759,627 | | Julie Brandt Vice President and President, Global Commercial & Field Operations | 2025 | 750,000 | — | 2,661,075 | 506,229 | 1,192,048 | 99,853 | 5,209,205 | | | 2024 | 700,000 | — | 1,360,246 | 449,999 | 604,800 | 68,411 | 3,183,456 | | | 2023 | 685,577 | 750,000 | 2,649,934 | — | 221,943 | 7,212 | 3,965,627 | | Lei Schlitz Vice President & President, Global Products & Solutions (GPS) | 2025 | 775,000 | — | 2,255,798 | 687,481 | 1,231,785 | 90,963 | 5,041,027 | | | 2024 | 775,000 | — | 4,828,112 | 687,495 | 669,600 | 75,641 | 7,035,848 | | | 2023 | 685,577 | 900,000 | 6,245,277 | 687,482 | 453,316 | 39,013 | 9,010,665 | | George Oliver9 Former Chairman & Chief Executive Officer | 2025 | 680,769 | — | 9,843,990 | 2,999,994 | 1,892,765 | 802,665 | 16,220,184 | | | 2024 | 1,500,000 | — | 8,312,634 | 2,749,992 | 2,304,000 | 542,360 | 15,408,986 | | | 2023 | 1,500,000 | — | 9,301,583 | 2,749,983 | 1,773,600 | 557,480 | 15,882,646 |

  67. Summary Compensation Table for Fiscal Years 2025, 2024, and 2023

    (1) Deferred Amounts Included: We have not reduced amounts shown above to reflect a named executive officer’s election, if any, to defer the receipt of compensation into our qualified and nonqualified deferred compensation plans. (2) Bonus: The amount reflects the value of a one-time cash sign-on bonus provided to Mr. Scalia during fiscal 2025 in connection with his appointment as Executive Vice President, Chief Human Resources Officer. Mr. Scalia’s bonus is described under the heading “New Hire Awards” in the Compensation Discussion & Analysis. (3) Stock/Unit Awards and Option Awards:. The equity awards granted in fiscal 2025 to each named executive officer consisted of share options, restricted share units (“RSUs”) and PSUs. The amounts in columns (e) and (f) represent the fair value of the entire amount of the award calculated in accordance with Financial Accounting Standards Board ASC Topic 718, excluding the effect of estimated forfeitures. For share options, amounts are computed by multiplying the fair value of the award (as determined under the Black-Scholes option pricing model) by the total number of options granted. For RSUs, fair value is computed by multiplying the total number of shares subject to the award by the closing market price of our ordinary shares on the date of grant. For PSUs, fair value is based on a model that considers the closing market price of our ordinary shares on the date of grant, the range of shares subject to such stock award, and the estimated probabilities of vesting outcomes. The value of PSUs included in the table assumes target performance. The values of the PSUs granted in fiscal 2025 at the grant date if the highest level of performance conditions were to be achieved would be as follows: Mr. Weidemanis — FY25-27 $11,713,167 & FY24-26 $8,985,052; Mr. Vandiepenbeeck — $3,764,154; Mr. Scalia — FY25-27 $3,780,924 & FY24-26 $3,887,923; Ms. Brandt — $2,309,839; Ms. Schlitz — $3,136,731 and Mr. Oliver — $13,688,005. Footnote 13 to our audited financial statements for the fiscal year ended September 30, 2025, which appears in our Annual Report on Form 10-K that we filed with the Securities and Exchange Commission on November 14, 2025, includes assumptions that we used in the calculation of the equity award values. (4) Non-Equity Incentive Plan Compensation: The amounts reported in column (g) for each named executive officer reflect annual cash incentive compensation. All Other Compensation: The fiscal 2025 amounts reported in column (h) for each named executive officer consist of the following:

  68. Summary Compensation Table for Fiscal Years 2025, 2024, and 2023

    | Named Executive | Personal Use of Company Aircrafta | Retirement Plan Contributionsb | Company Vehiclec | Financial Planningd | Executive Physicale | Expatriate & Relocation Benefitsf | Miscellaneousg | Tax Equalization or Gross uph | Total All Other Compensation | | Joakim Weidemanis | 164,290 | — | 8,250 | 9,959 | — | — | — | — | 182,499 | | Marc Vandiepenbeeck | — | 60,786 | 15,000 | — | — | 28,195 | — | 6,309 | 110,290 | | Chris Scalia | — | — | 3,173 | — | — | 19,370 | — | — | 22,543 | | Julie Brandt | — | 43,573 | 15,000 | 37,500 | 3,780 | — | — | — | 99,853 | | Lei Schlitz | — | 60,588 | 15,000 | 15,375 | — | — | — | — | 90,963 | | George Oliver | 131,936 | 380,400 | 6,808 | — | — | — | 283,521 | — | 802,665 |

  69. Summary Compensation Table for Fiscal Years 2025, 2024, and 2023

    (a) The Summary Compensation Table reflects the aggregate incremental pre-tax cost to us for personal use of aircraft for fiscal 2025, which was calculated using a method that takes into account the incremental cost of fuel, trip-related maintenance, crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs and other variable costs. Because our aircraft are used primarily for business travel, the calculation does not include the fixed costs that do not change based on usage, such as pilots’ salaries, the acquisition costs of our owned or leased aircraft, and the cost of maintenance not related to trips. The Committee has limited the CEO’s annual personal usage of company aircraft to an annual incremental cost of $200,000. Any personal usage of the corporate aircraft in excess of this amount is required to be reimbursed to Johnson Controls by the CEO based on the aggregate incremental cost of such usage. The usage of company aircraft by Messrs. Oliver and Weidemanis was not aggregated for purposes of the administration of the aircraft personal usage policy. (b) Retirement plan contributions include matching contributions made on behalf of each executive to the Company’s tax-qualified 401(k) plans and Retirement Restoration Plan. (c) Amounts reflect costs attributable to the personal use of a vehicle. (d) Amounts reflect payments with respect to financial planning for Mr. Weidemanis, Ms. Brandt, and Ms. Schlitz. (e) Amounts reflect costs attributable to the executive physical for Ms. Brandt. (f) Mr. Vandiepenbeeck received the relocation benefits as part of his expatriate assignment set forth below. See “Compensation Discussion and Analysis — Additional Information — Global Executive Assignment Agreement” for additional detail on Mr. Vandiepenbeeck’s expatriate assignment and benefits.

  70. Summary Compensation Table for Fiscal Years 2025, 2024, and 2023

    | | Relocation | Other Expatriate Benefits & Allowances | Total | | Marc Vandiepenbeeck | 975 | 27,220 | 28,195 |

  71. Summary Compensation Table for Fiscal Years 2025, 2024, and 2023

    (g) Amount includes $150,000 in consultation fees for August through September and $133,521 of retainer fees paid to Mr. Oliver for his service as a Director of the Company following retirement as Chief Executive Officer, including $56,118 in quarterly retainer fees and $77,403 in retainer fees for Mr. Oliver’s service as Board Chair pursuant to the Company’s Director compensation program. (h) The amount shown for Mr. Vandiepenbeeck represents $6,309 in gross-up payments made to him in connection with his expatriate assignment disclosed in the preceding footnote. (6) No named executive officer participated in any defined benefit pension plan or received preferential or above market earnings on nonqualified deferred compensation during any of the fiscal years shown in the Summary Compensation Table, so we have not included a “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column. (7) Mr. Weidemanis was appointed Chief Executive Officer effective March 12, 2025 (8) Mr. Scalia was appointed as Executive Vice President, Chief Human Resources Officer effective July 14, 2025 Mr. Oliver retired as Chief Executive Officer effective March 12, 2025.

  72. Fiscal 2025 Grants of Plan-Based Awards Table

    Fiscal 2025 Grants of Plan-Based Awards Table The following table summarizes cash-based and equity-based awards for each of the NEOs that were granted in fiscal 2025.

  73. Fiscal 2025 Grants of Plan-Based Awards Table

    | Name (a) | Grant Date (b) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock (#) (i)3 | All Other Option Awards: Number of Securities Underlying Options (#) (j)4 | Exercise or Base Price of Option Awards ($/Share) (k)5 | Grant Date Fair Value of Stock and Option Awards ($)(l)6 | | | | Threshold ($)(c)1 | Target ($)(d)1 | Maximum ($)(e)1 | Threshold ($)(f)2 | Target ($)(g)2 | Maximum ($)(h)2 | | | | | | Joakim Weidemanis | N/A7 | 222,466 | 1,334,795 | 2,669,589 | | | | | | | | | | 03/12/2025 | | | | | | | 31,774 | | | 2,499,978 | | | 03/12/2025 | | | | | | | | 107,342 | 78.68 | 2,499,995 | | | 03/12/2025 | | | | | | | | 53,671 | 78.68 | 1,249,998 | | | 03/12/2025 | | | | 7,944 | 47,661 | 95,322 | | | | 4,492,526 | | | 03/12/2025 | | | | 10,591 | 63,548 | 127,096 | | | | 5,856,584 | | Marc Vandiepenbeeck | N/A7 | 141,667 | 850,000 | 1,700,000 | | | | | | | | | | 03/12/2025 | | | | | | | 63,548 | | | 4,999,957 | | | 12/02/2024 | | | | | | | 9,860 | | | 824,986 | | | 12/02/2024 | | | | | | | | 33,482 | 83.67 | 824,996 | | | 12/02/2024 | | | | 3,287 | 19,720 | 39,440 | | | | 1,882,077 | | Chris Scalia | N/A7 | | | | | | | | | | | | | 07/14/2025 | | | | | | | 18,821 | | | 1,999,919 | | | 07/14/2025 | | | | | | | 4,705 | | | 499,953 | | | 07/14/2025 | | | | 2,353 | 14,116 | 28,232 | | | | 1,943,961 | | | 07/14/2025 | | | | 2,353 | 14,116 | 28,232 | | | | 1,890,462 | | Julie Brandt | N/A7 | 112,500 | 675,000 | 1,350,000 | | | | | | | | | | 12/02/2024 | | | | | | | | 20,545 | 83.67 | 506,229 | | | 12/02/2024 | | | | | | | 6,050 | | | 506,204 | | | 12/02/2024 | | | | 2,017 | 12,101 | 24,202 | | | | 1,154,919 | | | 11/18/2024 | | | | | | | 11,954 | | | 999,952 | | Lei Schlitz | N/A7 | 116,250 | 697,500 | 1,395,000 | | | | | | | | | | 12/02/2024 | | | | | | | 8,216 | | | 687,433 | | | 12/02/2024 | | | | | | | | 27,901 | 83.67 | 687,481 | | | 12/02/2024 | | | | 2,739 | 16,433 | 32,866 | | | | 1,568,366 | | George Oliver | N/A7 | 178,630 | 1,071,781 | 2,143,562 | | | | | | | | | | 12/02/2024 | | | | | | | 35,855 | | | 2,999,988 | | | 12/02/2024 | | | | | | | | 121,753 | 83.67 | 2,999,994 | | | 12/02/2024 | | | | 11,952 | 71,710 | 143,420 | | | | 6,844,002 |

  74. Fiscal 2025 Grants of Plan-Based Awards Table

    (1) Amounts reported in columns (c) through (e) represent the range of potential cash payments under the annual performance bonuses that could have been earned under the Johnson Controls Annual Incentive Performance Program for fiscal 2025, as described above under the heading “Annual Incentive Performance Program (AIPP),” in the Compensation Discussion & Analysis. Threshold amounts assume minimum performance levels are achieved with respect to each performance measure. (2) Amounts in columns (f) through (h) show the range of potential share payouts for the (1) fiscal 2025-2027 PSUs granted to our NEOs in December 2024 and (2) the fiscal 2024-2026 and fiscal 2025-2027 PSUs granted to Mr. Weidemanis in March 2025 and Mr. Scalia in July 2025. The potential payouts are calculated assuming that threshold, target and maximum performance conditions are achieved as described in the section titled “Long-Term Equity Incentive Awards” in the Compensation Discussion & Analysis. The number of PSUs that are earned from the December 2024 grants, if any, will be based on performance for fiscal 2025 to 2027 and will be determined after the close of fiscal 2027. The number of PSUs that are earned from the March 2025 and July 2025 grants to Messrs. Scalia and Weidemanis, if any, will be based on performance (i) for fiscal 2024 to 2026 and will be determined after the close of fiscal 2026 and (ii) for fiscal 2025 to 2027 and will be determined after the close of fiscal 2027. Amounts in column (i) show the number of RSUs granted to the NEOs in December 2024, Mr. Weidemanis and Mr. Vandiepenbeeck in March 2025, Mr. Scalia in July 2025 and Ms. Brandt in November 2024 as described in the sections titled “Long-Term Equity Incentive Awards” “Retention Awards” and “New Hire Awards” in the Compensation Discussion & Analysis. Mr. Weidemanis’ awards granted in March vest in equal installments over three years. Mr. Vandiepenbeeck’s “Retention Award” granted in March vest 100% after a five-year period. Mr. Scalia’s “New Hire Awards” of $2,000,000 vests in equal installments over three years and of $500,000 vests 100% after a one-year period. Ms. Brandt’s “Retention Awards” granted in November vest 100% after a one-year period. Amounts in column (j) show the number of the share options granted for fiscal 2025, as described above under the heading “Long-Term Equity Incentive Awards” in the Compensation Discussion & Analysis. The share options vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, contingent on the named executive officer’s continued employment, and expire, at the latest, on the tenth anniversary of the grant date. (5) Share options were granted with an exercise price per share equal to the closing market price of our ordinary shares on the date of grant. (6) Amounts in column (l) show the grant date fair value of the option awards, RSUs and PSUs granted to the NEOs. These amounts represent the fair value of the entire amount of the award calculated in accordance with Financial Accounting Standards Board ASC Topic 718 (ASC Topic 718), excluding the effect of estimated forfeitures. For grants of share options, amounts are computed by multiplying the fair value of the award (as determined under the Black-Scholes option pricing model) by the total number of options granted. For grants of RSUs, fair value is computed by multiplying the total number of shares subject to the award by the closing market price of our ordinary shares on the date of grant. For grants of PSUs, the reported fair value assumes achievement of target performance, which is the probable outcome of performance conditions and is consistent with the estimate of aggregate compensation cost to be recognized over the service period. The award reflected in this row is an annual incentive performance award that we granted for the performance period of fiscal 2025, the material terms of which we describe in the Compensation Discussion & Analysis section titled “Annual Incentive Performance Program (AIPP).”

  75. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table shows, for each of the NEOs, all equity awards that were outstanding as of September 30, 2025. Dollar amounts are based on the NYSE closing price of $109.95 per share for our ordinary shares on September 30, 2025.

  76. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | Option Awards | | | | Stock Awards | | | | | Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable1 (c) | Option Exercise Price ($) (d) | Option Expiration Date (e) | Number of Shares of Stock That Have Not Vested (#)2 (f) | Market Value of Shares of Stock that Have not Vested ($) (g) | Equity Incentive plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#)3 (h) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested ($) (i) | | Joakim Weidemanis | | | | | 32,035 | 3,522,296 | 224,247 | 24,655,958 | | | — | 53,671 | 78.68 | 03/12/2035 | | | | | | | — | 107,342 | 78.68 | 03/12/2035 | | | | | | Marc Vandiepenbeeck | | | | | 148,175 | 16,288,515 | 71,101 | 7,817,555 | | | 5,917 | — | 79.54 | 12/08/2031 | | | | | | | 3,363 | 3,364 | 66.77 | 12/08/2032 | | | | | | | — | 24,745 | 53.52 | 12/18/2033 | | | | | | | — | 33,482 | 83.67 | 12/02/2034 | | | | | | Chris Scalia | | | | | 23,526 | 2,586,684 | 56,464 | 6,208,217 | | | — | — | | | | | | | | Julie Brandt | | | | | 40,567 | 4,451,628 | 59,349 | 6,525,423 | | | — | 32,751 | 53.52 | 12/18/2033 | | | | | | | — | 20,545 | 83.67 | 12/02/2034 | | | | | | Lei Schlitz | | | | | 102,045 | 11,219,806 | 113,653 | 12,496,147 | | | 18,876 | 18,877 | 66.77 | 12/08/2032 | | | | | | | — | 50,036 | 53.52 | 12/18/2033 | | | | | | | — | 27,901 | 83.67 | 12/02/2034 | | | | | | George Oliver | | | | | 86,367 | 9,496,079 | 466,726 | 51,316,524 | | | 147,928 | — | 79.54 | 12/08/2031 | | | | | | | 75,507 | 75,508 | 66.77 | 12/08/2032 | | | | | | | — | 200,145 | 53.52 | 12/18/2033 | | | | | | | — | 121,753 | 83.67 | 12/02/2034 | | | | |

  77. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Vesting information for each outstanding option award for the NEOs is described in the table below.

  78. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | Vesting Date | Exercise Price ($) | Joakim Weidemanis | Marc Vandiepenbeeck | Julie Brandt | Lei Schlitz | George Oliver | | 2025 | | | | | | | | 12/05/2025 | 53.52 | — | 12,372 | 16,375 | 25,018 | 100,072 | | 12/08/2025 | 66.77 | — | 3,364 | — | 18,877 | 75,508 | | 2026 | | | | | | | | 03/12/2026 | 78.68 | 26,835 | — | — | — | — | | 12/07/2026 | 78.68 | 80,507 | — | — | — | — | | 12/07/2026 | 53.52 | — | 12,373 | 16,376 | 25,018 | 100,073 | | 12/07/2026 | 83.67 | — | 16,741 | 10,273 | 13,951 | 60,877 | | 2027 | | | | | | | | 12/07/2027 | 78.68 | 53,671 | — | — | — | — | | 12/07/2027 | 83.67 | — | 16,741 | 10,272 | 13,950 | 60,876 |

  79. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    (2) The amounts in columns (f) and (g) reflect, for each named executive officer, the number and market value of RSUs which had been granted as of September 30, 2025, but which remained subject to additional vesting requirements. Scheduled vesting of all RSUs and the number of shares underlying awards, for each of the named executive officer is as follows:

  80. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | Vesting Date | Joakim Weidemanis | Marc Vandiepenbeeck | Chris Scalia | Julie Brandt | Lei Schlitz | George Oliver | | 2025 | | | | | | | | 11/14/2025 | — | — | — | — | 39,701 | — | | 11/18/2025 | — | — | — | 12,107 | — | — | | 12/05/2025 | — | 5,521 | — | 4,945 | 7,209 | 29,845 | | 12/08/2025 | — | 14,954 | — | — | 3,642 | 14,570 | | 2026 | | | | | | | | 02/01/2026 | — | 6,633 | — | — | — | — | | 03/12/2026 | 10,678 | — | — | — | — | — | | 04/10/2026 | — | — | — | 16,525 | — | — | | 07/14/2026 | — | — | 10,978 | — | — | — | | 08/02/2026 | — | 41,510 | — | — | 41,510 | — | | 12/07/2026 | 10,678 | 5,523 | — | 4,947 | 7,209 | 29,846 | | 2027 | | | | | | | | 02/01/2027 | — | 6,634 | — | — | — | — | | 07/14/2027 | — | — | 6,274 | — | — | — | | 12/07/2026 | 10,679 | 3,329 | — | 2,043 | 2,774 | 12,105 | | 2028 | | | | | | | | 07/14/2028 | — | — | 6,274 | — | — | — | | 2030 | | | | | | | | 03/12/2030 | — | 64,071 | — | — | — | — |

  81. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    (3) The amounts in columns (h) and (i) reflect, for each named executive officer, the number and market value of PSUs, which had been granted as of September 30, 2025, at maximum level performance for awards granted in fiscal 2025 and fiscal 2024 and actual performance, 124.2% of target, for awards granted in fiscal 2023. The number of shares earned will depend upon actual performance relative to the applicable performance metrics at the end of the performance period. Scheduled vesting of all PSUs and the number of shares underlying awards that vested or may vest for each of the NEOs is as follows:

  82. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | Vesting Date | Joakim Weidemanis | Marc Vandiepenbeeck | Chris Scalia | Julie Brandt | Lei Schlitz | George Oliver | | 2025 | | | | | | | | 12/8/2025 | | 4,836 | | | 27,143 | 108,573 | | 2026 | | | | | | | | 12/7/2026 | 128,141 | 26,320 | 28,232 | 34,837 | 53,223 | 212,894 | | 2027 | | | | | | | | 12/7/2027 | 96,106 | 39,945 | 28,232 | 24,512 | 33,287 | 145,259 |

  83. Fiscal 2025 Option Exercises and Stock Vested Table

    Fiscal 2025 Option Exercises and Stock Vested Table The following table shows, for each of the NEOs, the amounts realized from options that were exercised and RSUs and PSUs that vested during fiscal 2025.

  84. Fiscal 2025 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($)1 (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($)2 (e) | | Joakim Weidemanis | — | — | — | — | | Marc Vandiepenbeeck | 23,028 | 1,091,223 | 12,337 | 987,134 | | Chris Scalia | — | — | — | — | | Julie Brandt | — | — | 19,272 | 1,476,500 | | Lei Schlitz | — | — | 19,691 | 1,645,951 | | George Oliver | 2,288,057 | 107,386,353 | 106,863 | 8,916,119 |

  85. Fiscal 2025 Option Exercises and Stock Vested Table

    (1) The amounts in column (c) represent the product of the number of shares acquired on exercise and the difference between the market price of the shares at the time of exercise and the exercise price of the options. (2) The amounts in column (e) represent the product of the number of shares a named executive officer acquired on vesting and the closing market price of the shares on the vesting date, plus the value of dividend equivalents released, if any. None of our named executive officers participated in a defined benefit pension plan during fiscal 2025. Accordingly, we have not included a pension benefits table for fiscal 2025.

  86. Non-Qualified Deferred Compensation Table at Fiscal 2025 Year-End

    Non-Qualified Deferred Compensation Table at Fiscal 2025 Year-End The following table presents information on the non-qualified deferred compensation accounts of each named executive officer on September 30, 2025.

  87. Non-Qualified Deferred Compensation Table at Fiscal 2025 Year-End

    | Name (a) | Executive Contributions in Last FY ($)1 (b) | Registrant Contributions in Last FY ($)2 (c) | Aggregate Earnings in Last FY ($)3 (d) | Aggregate Balance at Last FYE ($) (f) | | Joakim Weidemanis | — | — | — | — | | Marc Vandiepenbeeck | — | 33,186 | 12,029 | 100,966 | | Chris Scalia | — | — | — | — | | Julie Brandt | — | 19,423 | 3,860 | 36,376 | | Lei Schlitz | — | 32,988 | 5,732 | 68,437 | | George Oliver | 159,009 | 345,900 | 562,179 | 7,233,503 |

  88. Non-Qualified Deferred Compensation Table at Fiscal 2025 Year-End

    (1) Amounts in column (b) include employee contributions under the Johnson Controls International plc Senior Executive Deferred Compensation Plan and the Johnson Controls International Retirement Restoration Plan. The Johnson Controls International plc Senior Executive Deferred Compensation Plan allows participants to defer up to 50% of their annual base salary and 95% of their annual bonus compensation. No contributions were made by the CEO or NEOs during Fiscal 2025. The Retirement Restoration Plan allowed Mr. Oliver to defer up to 6% of compensation that was not eligible to be deferred into the Johnson Control 401(k) plan because of qualified plan limits that the Code imposes. All of the amounts shown in column (b) are also included in the Summary Compensation Table. Amounts in column (c) include employer contribution under the Retirement Restoration Plan. Prior to January 1, 2025, the Retirement Restoration Plan also credited participants with an amount equal to the difference between the amount of retirement contributions made under the 401(k) plan and what such retirement contribution would have been without regard to the Code limits. All of the amounts shown in column (c) are also included in the Summary Compensation Table. The Aggregate Earnings reported in column (d) are not “above-market or preferential earnings” and therefore are not required to be reported in the Summary Compensation Table. The amounts in column (d) reflect all investment earnings, net of fees, on amounts that have been deferred under the Johnson Controls Deferred Compensation Plan and the Johnson Controls Retirement Restoration Plan. Investment earnings include any amounts relating to appreciation in the price of our ordinary shares, and negative amounts relating to depreciation in the price of our ordinary shares with respect to deferred amounts that consist of deferred share units, the value of which is tied to the value of our ordinary shares. In addition, for Mr. Oliver the amounts in column (d) also include earnings or (losses) on his notional account in the Tyco Supplemental Savings and Retirement Plan (the “Legacy Tyco SSRP”), a deferred compensation plan that, prior to the Merger, provided executives with the opportunity to elect to defer base salary and performance-based bonuses and receive tax-deferred market-based notional investment growth. The Legacy Tyco SSRP allowed executives to defer amounts above those permitted by Legacy Tyco’s tax-qualified 401(k) Retirement Savings and Investment Plan (the “Legacy Tyco RSIP”) as well as receive any employer contributions that were reduced under the Legacy Tyco RSIP due to IRS compensation limits. Effective January 1, 2018, the Legacy Tyco SSRP was frozen as to new participants and additional deferrals of compensation (subject to specified deferrals relating to the 2017 plan year). Investment options under the Johnson Controls nonqualified deferred compensation plans and Legacy Tyco SSRP include only funds that are available under Johnson Controls tax-qualified 401(k) retirement plans.

  89. Potential Payments upon Termination and Change-in-Control

    Potential Payments upon Termination and Change-in-Control The following table summarizes the severance and other enhanced benefits that would have been payable to the then-serving NEOs upon termination of employment or upon the occurrence of a change-in-control assuming that the triggering event or events occurred on September 30, 2025. Equity award amounts are based on the closing share price of our ordinary shares of $109.95 on the NYSE on September 30, 2025.

  90. Potential Payments upon Termination and Change-in-Control

    | | Change-in-Control | | | Other Termination | | | | Name/Form of Compensation (a) | Without Qualified Termination ($) (b) | With Qualified Termination ($) (c) | With Cause ($) (d) | Involuntary Resignation Without Cause ($) (e) | Voluntary Resignation/ Retirement ($)4 (f) | Death or Disability ($)5 (g) | | Joakim Weidemanis | | | | | | | | Severance1 | — | 14,100,001 | — | 7,800,000 | — | — | | Benefit Continuation2 | — | 345,959 | — | 230,639 | — | — | | Accelerated Vesting of Equity Awards3 | — | 20,885,209 | — | 3,480,868 | — | 20,855,208 | | Marc Vandiepenbeeck | | | | | | | | Severance1 | — | 4,249,999 | — | 2,549,999 | — | — | | Benefit Continuation2 | — | 144,312 | — | 108,234 | — | — | | Accelerated Vesting of Equity Awards3 | — | 22,781,147 | — | 8,898,472 | — | 22,781,147 | | Chris Scalia | | | | | | | | Severance1 | — | 3,172,500 | — | 1,923,750 | — | — | | Benefit Continuation2 | — | 124,895 | — | 93,671 | — | — | | Accelerated Vesting of Equity Awards3 | — | 5,690,792 | — | 316,155 | — | 5,690,792 | | Julie Brandt | | | | | | | | Severance1 | — | 3,524,993 | — | 2,137,496 | — | — | | Benefit Continuation2 | — | 133,895 | — | 100,421 | — | — | | Accelerated Vesting of Equity Awards3 | — | 10,102,425 | — | 5,222,190 | — | 10,102,425 | | Lei Schlitz | | | | | | | | Severance1 | — | 3,642,500 | — | 2,208,750 | — | — | | Benefit Continuation2 | — | 124,174 | — | 93,131 | — | — | | Accelerated Vesting of Equity Awards3 | — | 22,750,505 | — | 14,825,367 | — | 22,750,505 |

  91. Potential Payments upon Termination and Change-in-Control

    Amounts shown include amounts that would have been payable under the Johnson Controls International plc Severance and Change-in-Control Policy for Officers upon a termination by us without cause or a termination due to death or disability, or a termination by us without cause or a resignation for good reason in connection with a change-in-control, as indicated, in each case on September 30, 2025. These amounts include: (a) a lump sum severance payment equal to (1) in connection with a change-in-control, three times for Mr. Weidemanis and two times for Messrs. Vandiepenbeeck and Scalia and Mses. Schlitz and Brandt the sum of annual base salary and target bonus amount or (2) if the termination is not in connection with a change-in-control, two times for Mr. Weidemanis and one and one-half times for Messrs. Vandiepenbeeck and Scalia and Mses. Schlitz and Brandt the sum of annual base salary and target bonus amount; and (b) if the termination is in connection with a change-in-control, payment of a prorated portion of the target bonus amount for the year of termination. Termination for “Cause” under the Johnson Controls International plc Severance and Change-in-Control Policy for Officers is defined generally as a termination of the executive officer’s employment by us due to the executive officer’s failure or refusal to perform the duties and responsibilities of his or her job, violation of any fiduciary duty owed to us or our affiliates, conviction of, or entry of a plea of nolo contendere with respect to, specified crimes, dishonesty, theft, violation of our rules or policy, or other egregious or morally repugnant conduct that has, or could have, a serious and detrimental impact on us, our affiliates or our employees. With respect to Ms. Schlitz’s equity award made in connection with her hiring, “cause” is defined (a) conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony, or a lesser crime involving moral turpitude (which, for the avoidance of doubt, shall exclude any routine traffic violations);(b) commission of any act that would rise to the level of a felony or the commission of a lesser crime or offense that materially and adversely impacts the business or reputation of the Company; (c) commission of a dishonest or wrongful act involving fraud, embezzlement or misappropriation, whether or not related to Executive’s employment with the Company; (d) gross misconduct or commission of an act of moral turpitude that adversely and materially impacts the business or reputation the Company; (e) willful failure to comply with any reasonable, valid and lawful directive; and (f) violation of a known and material policy of the Company. Resignation by an executive officer for “good reason” is defined generally as a resignation within 60 days prior to or two years following a change-in-control caused by any of several specified adverse changes to his or her employment circumstances, including diminution of his or her authority, duties or responsibilities, a change of more than 50 miles in the geographic location at which the executive officer must perform services that extends the commute of the executive officer, reduction of the executive officer’s base compensation or target incentive opportunities, or our failure to secure an assumption of our obligations under the Johnson Controls International plc Severance and Change-in-Control Policy for Officers. For more information on the material terms and conditions of the Severance and Change-in-Control Policy for Officers, see “Executive Severance and Change of Control Policy” within this Compensation Discussion and Analysis. Amounts shown include: (a) in the event of a termination without cause or with good reason in connection with a change-in-control (i) the value of continued health plan coverage for thirty-six (36) months for Mr. Weidemanis and twenty-four (24) months for Messrs. Vandiepenbeeck and Scalia and Mses. Schlitz and Brandt (such period, the “benefits continuation period”) and (ii) a cash payment equal to the amount of employer contributions would have accrued under retirement plans during the benefits continuation period; and (b) in the event of an involuntary termination without cause not in connection with a change-in-control, the value of continued health plan coverage for twenty-four (24) months for Mr. Weidemanis and eighteen (18) months for Messrs. Vandiepenbeeck and Scalia and Mses. Schlitz and Brandt “Change-in-Control” under the Johnson Controls International plc Severance and Change-in-Control Policy for Officers is defined generally as certain persons becoming the beneficial owner of our securities representing more than 30% of the combined voting power of our then- outstanding securities; a change in the composition of a majority of our board of directors (excluding directors whose election or nomination was approved by at least 50% of the incumbent directors); the consummation of certain reorganizations, mergers, consolidations, sales or other dispositions of at least 80% of our assets; or approval by our shareholders of our complete liquidation or dissolution. For purposes of this table, it is assumed that unvested equity awards were assumed or adjusted in connection with the change-in-control and then vested in full upon the named executive officers’ termination of employment. For more information on the material terms and conditions of the Severance and Change-in-Control Policy for Officers, see “Executive Severance and Change-in-Control Policy” within this Compensation Discussion and Analysis. (3) Amounts represent the intrinsic value of unvested equity awards that would have vested upon the indicated triggering event for the named executive officers. (4) A voluntary resignation is defined in accordance with the applicable agreements and plans. As of September 30, 2025, none of the named executive officers (NEOs) were eligible for retirement under the terms of the applicable plans. (5) On death or disability, share options and RSU awards would accelerate and vest in full and PSUs would continue to fully vest based on actual performance at the end of the performance period. Mr. Oliver retired from the Company on March 12, 2025. Mr. Oliver did not receive any payments or enhanced benefits in connection with his retirement

  92. CEO Pay Ratio

    CEO Pay Ratio The ratio of our median employee’s total compensation to our CEO’s total compensation (the “CEO Pay Ratio”) is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Due to the flexibility afforded by Item 402(u) in calculating the CEO Pay Ratio, the ratio may not be comparable to CEO pay ratios presented by other companies. We identified our 2025 Median Employee using a global employee population of 82,697 as of August 1, 2025, representing employees in over 64 countries. This included 47,917 non-U.S. employees. As part of our methodology, and in compliance with the pay ratio rule under Item 402(u), we employed the de minimis exemption for non-U.S. employees and excluded all employees in 11 countries totaling 4,179 employees (approximately 4.81% of our total workforce of 86,876) Employees in the following countries were excluded:

  93. CEO Pay Ratio

    | • Belgium | 414 | • Brazil | 1005 | | • Chile | 1205 | • Indonesia | 169 | | • Philippines | 169 | • Poland | 115 | | • Russian Federation | 6 | • Sweden | 160 | | • Switzerland | 331 | • Thailand | 153 | | • Türkiye | 452 | | |

  94. CEO Pay Ratio

    For employees with insufficient compensation data, we assumed that such employee was paid the same as the lowest level employee within that employee’s jurisdiction. This impacted approximately 58 of our employees. In addition, 3,890 employees from non-consolidated joint ventures, which do not follow the same pay programs and practices, were excluded. As a result, the population used to identify our 2025 Median Employee included 82,697 of our 86,876 employees as of August 1, 2025. For purposes of identifying our 2025 Median Employee, we considered the base salary and annual cash incentive. Base salary and annual cash incentive were chosen because (i) they represent the principal forms of compensation delivered to all employees and (ii) this information is readily available in each country. Pay was annualized for employees who worked a partial year between June 1, 2024, and July 31, 2025. Foreign currencies were converted into U.S. dollars as of August 1, 2025, based on the average daily spot rates during August 2025. To determine the compensation of our 2025 Median Employee for purposes of the CEO Pay Ratio, we calculated the 2025 Median Employee’s total compensation for fiscal 2025 in accordance with the requirements of the Summary Compensation Table. Based on such calculation, our 2025 Median Employee’s total compensation for fiscal 2025 was $66,795, while our CEO’s annualized compensation as of September 30, 2025 was $22,547,580. This amount differs from the amount shown in the Summary Compensation Table as it has been adjusted for annualization of Mr. Weidemanis’ base salary, AIPP and company contributions to retirement plans. Accordingly, our CEO Pay Ratio was 338:1.

  95. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid, as defined by the SEC’s regulations (“CAP”), and certain financial performance of the Company. The following table shows the past five fiscal years’ total compensation for our Chief Executive Officer (“PEO”) and our other named executive officers (“NEOs”) as set forth in the Summary Compensation Table (“SCT”) for each year, the CAP to our NEOs, our total shareholder return (“TSR”), the combined TSR of our selected peer group for this purpose, which is the Standard & Poor’s (“S&P”) 500 Industrials Index, our net income, and our EBIT Growth. For further information concerning our variable pay for performance philosophy and how we align executive compensation with our performance, refer to “Executive Compensation-Compensation Discussion and Analysis.”

  96. Pay Versus Performance Disclosure

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Yeara | Summary Compensation Table Total for Mr. Oliver ($)b | Summary Compensation Table Total for Mr. Weidemanis ($)c | Compensation Actually Paid to Mr. Oliver ($)d | Compensation Actually Paid to Mr. Weidemanis ($)e | Average Summary Compensation Table Total for Non-PEO NEOs ($)f | Average Compensation Actually Paid to Non-PEO NEOs ($)g | Company TSR ($)h | S&P 500 Industrials TSR ($)i | Net Income ($ in millions)j | EBIT Growth (%)k | | 2025 | 16,220,184 | 19,963,827 | 27,636,711 | 33,407,820 | 7,000,816 | 13,125,973 | 299 | 208 | 3,291 | 15.1 | | 2024 | 15,408,987 | | 35,125,841 | | 5,627,181 | 9,530,554 | 208 | 178 | 1,705 | 8.8 | | 2023 | 15,882,646 | | 16,020,622 | | 5,528,433 | 5,131,714 | 139 | 131 | 1,849 | 16.9 | | 2022 | 15,687,202 | | (1,001,706) | | 4,696,459 | 357,693 | 126 | 108 | 1,532 | 11.4 | | 2021 | 16,170,188 | | 54,159,692 | | 3,857,898 | 10,886,010 | 170 | 129 | 1,637 | 11.6 |

  97. Pay Versus Performance Disclosure

    (a) This table includes fiscal years 2021, 2022, 2023, 2024 and 2025. (b) The PEO is Mr. Oliver (c) The PEO is Mr. Weidemanis (d) CAP to Mr. Oliver reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below. The assumptions used to calculate the fair values did not differ materially from the assumptions used to calculate the fair values as of the grant dates. Dividends and dividend equivalents credited with respect to stock awards in each fiscal year prior to the vesting date were included in the fair value of the awards at the end of the fiscal year or as of the vesting date, as applicable.

  98. Pay Versus Performance Disclosure

    | | Year | | Mr. Oliver | 2025 | | SCT Total Compensation ($) | 16,220,184 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | 12,843,984 | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) | 3,992,819 | | Plus: Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years that Remain Unvested at End of Year ($) | 16,878,853 | | Plus: Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | — | | Plus: Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 3,388,840 | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | — | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | — | | Compensation Actually Paid ($) | 27,636,711 |

  99. Pay Versus Performance Disclosure

    (e) CAP to Mr. Weidemanis reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below. The assumptions used to calculate the fair values did not differ materially from the assumptions used to calculate the fair values as of the grant dates. Dividends and dividend equivalents credited with respect to stock awards in each fiscal year prior to the vesting date were included in the fair value of the awards at the end of the fiscal year or as of the vesting date, as applicable.

  100. Pay Versus Performance Disclosure

    | | Year | | Mr. Weidemanis | 2025 | | SCT Total Compensation ($) | 19,963,827 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | 16,599,021 | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) | 30,043,014 | | Plus: Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years that Remain Unvested at End of Year ($) | — | | Plus: Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | — | | Plus: Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | — | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | — | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | — | | Compensation Actually Paid ($) | 33,407,820 |

  101. Pay Versus Performance Disclosure

    (f) The following NEO’s are included in the average figures shown: 2021: Messrs. Olivier Leonetti, John Donofrio, Ganesh Ramaswamy, Jeffrey Williams, Brian Stief 2022: Messrs. Olivier Leonetti, Rodney Clark, John Donofrio, Ganesh Ramaswamy, Jeffrey Williams 2023: Messrs. Olivier Leonetti, Rodney Clark and Mses. Lei Schlitz, Julie Brandt 2024: Messrs. Marc Vandiepenbeeck, Olivier Leonetti, Nate Manning, John Donofrio and Ms. Lei Schlitz, 2025: Messrs. Marc Vandiepenbeeck, Chris Scalia, George Oliver and Mses. Schlitz and Brandt (g) CAP to our non-PEO NEOs reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below. The assumptions used to calculate the fair values did not differ materially from the assumptions used to calculate the fair values as of the grant dates. Dividends and dividend equivalents credited with respect to stock awards in each fiscal year prior to the vesting date were included in the fair value of the awards at the end of the fiscal year or as of the vesting date, as applicable.

  102. Pay Versus Performance Disclosure

    | | Year | | Non-PEO NEOs | 2025 See footnote (f) above | | Average SCT Total Compensation ($) | 7,000,816 | | Less: Average Stock and Option Award Values Reported in SCT for the Covered Year ($) | 5,244,224 | | Plus: Average Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) | 7,741,605 | | Plus: Average Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years that Remain Unvested at End of Year ($) | 3,413,356 | | Plus: Average Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | — | | Plus: Average Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 214,475 | | Less: Average Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | | Less: Average Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | — | | Plus: Average Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | — | | Average Compensation Actually Paid ($) | 13,125,973 |

  103. Pay Versus Performance Disclosure

    (h) Represents our cumulative total shareholder return (“TSR”) calculated from September 30, 2020 for the measurement periods ending on September 30 of each of 2021, 2022, 2023, 2024 and 2025 respectively. (i) Represents the cumulative TSR of the S&P 500 Industrials Index calculated from September 30, 2020 for the measurement periods ending on September 30 of each of 2021, 2022, 2023, 2024 and 2025 respectively. (j) Reflects “Net Income” in the Company’s audited financial statements included in the Company’s Annual Reports on Form 10-K for each of the fiscal years ended September 30, 2021, 2022, 2023, 2024 and 2025. (k) Company-selected measure is EBIT Growth. The definition and methodology used to calculate EBIT Growth are found in the CD&A on page 56.

  104. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The graphs below illustrate the relationship between CAP and our Net Income

  105. Compensation Actually Paid and EBIT Growth

    Compensation Actually Paid and EBIT Growth The graphs below illustrate the relationship between our CAP and our EBIT Growth.

  106. Most Important Measures to Determine Fiscal 2025 Compensation Actually Paid

    Most Important Measures to Determine Fiscal 2025 Compensation Actually Paid

  107. Most Important Measures to Determine Fiscal 2025 Compensation Actually Paid

    | Most Important Performance Measures: | | • EBIT Growth • Revenue Growth • Free Cash Flow Conversion • Pre-tax Earnings Growth • Recurring Revenue • Relative TSR |

  108. Most Important Measures to Determine Fiscal 2025 Compensation Actually Paid

    The six performance measures listed above represent the most important metrics we used to link CAP to financial performance for fiscal 2025 as further described in our CD&A. The Annual General Meeting