DEF 14A of Johnson Controls International plc, Jan 19, 2024

DEF 14A of Johnson Controls International plc

Filed Jan 19, 2024 · FY20230001193125-24-011239

Open on EDGAR

  1. Looking forward to 2024

    | Director Independence & Board Leadership | • 11 of 12 Director nominees are independent • 3 fully independent Board committees • Strong, independent Lead Director with significant governance duties, including chairing regular executive sessions of independent Directors and hosting regular Board update calls • Independent Directors regularly meet in executive session | | Board and Committee Self Evaluations | • Annual Board and committee self-assessments • Lead Director and the Chair of the Governance and Sustainability Committee consult with each Director supplementing formal evaluations | | Tenure | • Balance of new and experienced Directors. 67% of Director nominees have tenures of less than 6 years and average tenure is < 6 yrs • Directors may not stand for reelection after age 75 | | Best Practices | • 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 | | 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 | | Share Ownership Requirements | • Robust executive share ownership requirements (6x of base salary for the CEO, 3x base salary for all other NEOs) • Robust Director stock ownership requirements (5x of annual retainer) |

  2. Looking forward to 2024

    | 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., 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 |

  3. Looking forward to 2024

    AGENDA ITEMS PROPOSAL NUMBER ONE ELECTION OF DIRECTORS Upon the recommendation of the Governance and Sustainability Committee, the Board has nominated for election at the Annual General Meeting a slate of 12 nominees. Both Timothy Archer and Swamy Kotagiri were recommended for appointment and nomination for election as a Director by the Board with the support of the Governance and Sustainability Committee. Biographical information regarding each of the nominees is set forth below. We are not aware of any reason why any of the nominees will not be able to serve if elected. The term of office for members of the Board of Directors commences upon election and terminates upon completion of the first Annual General Meeting of Shareholders following election.

  4. Looking forward to 2024

    | | Timothy Archer, Age 56 Director Since: Director Nominee Independent: Yes Committee: N/A Other Public Directorships: • Lam Research Corporation |

  5. Looking forward to 2024

    Mr. Archer is the President and Chief Executive Officer of Lam Research Corporation, a global supplier of innovative wafer fabrication equipment and services to the semiconductor industry, a position he has held since December 2018. Mr. Archer 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. Prior to joining Lam Research Corporation, Mr. Archer 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; Executive Vice President of Worldwide Sales, Marketing, and Customer Satisfaction from 2009 to 2011; and Executive Vice President of the PECVD and Electrofill business units from 2008 to 2009. Mr. Archer began his career in 1989 at Tektronix, where he was responsible for process development for high-speed bipolar integrated circuits. Mr. Archer currently serves on the International Board of Directors for SEMI, the global industry association representing the electronics manufacturing and design supply chain. Value Delivered to our Board:

  6. Looking forward to 2024

    | • | Extensive experience in the technology industry throughout his career, including in his current role as CEO of Lam Research. |

  7. Looking forward to 2024

    | • | Experience leveraging digital technology to enable and drive service growth through a mix of equipment and software. |

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    | • | Experience in driving growth in an evolving and increasingly complex industry driven by technology and innovation. |

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    | • | Experience in leading a global manufacturing, service and technology company. |

  10. Looking forward to 2024

    | • | Experience in establishing and driving Lam’s sustainability initiatives, including setting renewable energy and net zero targets. |

  11. Looking forward to 2024

    | • | Experience in leading complex transactions, including mergers and acquisitions. |

  12. Looking forward to 2024

    | | Jean Blackwell, Age 69 Director Since: June 2018 Independent: Yes Committees: Governance, Executive Other Public Directorships: • Celanese Corporation • Ingevity Corporation |

  13. Looking forward to 2024

    Ms. Blackwell 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. She previously served as 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. Prior thereto, Ms. Blackwell was a partner at the Indianapolis law firm of Bose McKinney & Evans LLP from 1984 to 1991. She has also served in state government, including as Executive Director of the Indiana State Lottery Commission and State of Indiana Budget Director. Ms. Blackwell serves as a Director of Celanese Corporation, a global technology and specialty materials company, and Ingevity Corporation, a leading global manufacturer of specialty chemicals and high performance carbon materials. Ms. Blackwell previously served as a Director of Essendant Inc., a leading national wholesale distributor of business products, from 2007 to 2018 and Phoenix Companies Inc., a life insurance company, from 2004 to 2009. Value Delivered to our Board:

  14. Looking forward to 2024

    | • | Extensive experience as a global business leader, including serving as the Chief Financial Officer of Cummins Inc. |

  15. Looking forward to 2024

    | • | Significant board leadership experience through her service as board chair and chair of multiple committees at other public companies. |

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    | • | Extensive experience with public policy and ESG topics through service as CEO of the Cummins Foundation and Executive Vice President of Corporate Responsibility for Cummins Inc. |

  17. Looking forward to 2024

    | • | Deep financial acumen as CFO and senior finance leader in engine-related industry. |

  18. Looking forward to 2024

    | • | Experience serving on the board of directors of multiple international companies. |

  19. Looking forward to 2024

    | • | Significant knowledge of the global marketplace gained from her business experience and background. |

  20. Looking forward to 2024

    | | Pierre Cohade, Age 62 Director Since: December 2018 Independent: Yes Committee: Audit Other Public Directorships: • CEAT Ltd. |

  21. Looking forward to 2024

    Mr. Cohade served as the Chief Executive Officer of Triangle Tyre, China’s largest private tire manufacturer from 2015 to 2016. From 2013 to 2015, Mr. Cohade was a Senior Advisor at ChinaVest, Wells Fargo’s investment banking affiliate in China. During 2012, he served as an independent consultant for various private equity concerns. Prior thereto he served as the President, Asia Pacific, of The Goodyear Tire & Rubber Company from 2004 to 2011. From 2003 to 2004, Mr. Cohade served as the Division Executive Vice President of the Global Water and Beverage division of Danone SA. From 1985 to 2003, Mr. Cohade served in roles of increasing responsibility at Eastman Kodak Co., ultimately serving as the Chairman of Kodak’s Europe, Africa, Middle East and Russia Region. Mr. Cohade serves as a director of CEAT Ltd., one of India’s leading tire manufacturers and Eurofor Group, a distributor of drilling machines and equipment. Mr. Cohade 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. Mr. Cohade also served as a director of Deutsche Bank China from 2017 to 2023. Mr. Cohade is currently the Chairman of IMA in China, a leading peer group forum for CEOs and senior executives located in China, and is an independent advisor to companies on China, strategy and operations. Value Delivered to our Board:

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    | • | Significant experience in a number of senior global positions, with extensive experience and expertise in China. |

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    | • | Experience in overseeing manufacturing and operations in China at The Goodyear Tire & Rubber Company and Triangle Tyre. |

  24. Looking forward to 2024

    | • | Experience engaging with regulators and governments on public policy issues in Asia. |

  25. Looking forward to 2024

    | • | Experience leading corporate responsibility initiatives at Goodyear Tire & Rubber Company and Triangle Tyre. |

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    | • | Experience leading large business units at The Goodyear Tire & Rubber Company, Danone SA, and Eastman Kodak Co. |

  27. Looking forward to 2024

    | • | Deep experience in the consumer products industry. |

  28. Looking forward to 2024

    | | W. Roy Dunbar, Age 62 Director Since: June 2017 Independent: Yes Committee: Compensation Other Public Directorships: • Duke Energy Corporation • McKesson Corporation • SiteOne Landscape Supplies |

  29. Looking forward to 2024

    Mr. Dunbar was 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. Mr. Dunbar also served as the President of Global Technology and Operations for MasterCard Incorporated from September 2004 until January 2008. Prior to MasterCard, Mr. Dunbar worked at Eli Lilly and Company for 14 years, serving as President of Intercontinental Operations, and earlier as Chief Information Officer. He 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. Mr. Dunbar previously served as a Director of Humana, Inc., Lexmark International and iGate. Value Delivered to our Board:

  30. Looking forward to 2024

    | • | Experience in global leadership and service as a director on the compensation committees of multiple companies. |

  31. Looking forward to 2024

    | • | Experience in leading innovation through information technology at MasterCard and Eli Lilly, including managing cybersecurity risk. |

  32. Looking forward to 2024

    | • | Career-spanning depth of experience across numerous disciplines including healthcare, information technology, payments, insurance and renewable energy. |

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    | • | Significant experience as a leader and director across US and international markets. |

  34. Looking forward to 2024

    | | Gretchen R. Haggerty, Age 68 Director Since: March 2018 Independent: Yes Committees: Audit, Executive Other Public Directorships: • Teleflex Corporation • Atmus Filtration Technologies, Inc. |

  35. Looking forward to 2024

    Ms. Haggerty retired in August 2013 after a 37-year career with United States Steel Corporation, an integrated global steel producer, and its predecessor, USX Corporation, which, in addition to its steel production, also managed and supervised energy operations, principally through Marathon Oil Corporation. From March 2003 until her retirement, Ms. Haggerty served as Executive Vice President & Chief Financial Officer and also served as Chairman of the U. S. Steel & Carnegie Pension Fund and its Investment Committee. Earlier, she served in various financial executive positions at U.S. Steel and USX, beginning in November 1991 when she became Vice President & Treasurer. Ms. Haggerty is currently 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. Ms. Haggerty is a former Director of USG Corporation, a leading manufacturer of building materials. Value Delivered to our Board:

  36. Looking forward to 2024

    | • | Deep financial acumen as CFO and senior finance leader in steel and energy industries. |

  37. Looking forward to 2024

    | • | Financial oversight experience as a director on the audit committee of multiple companies |

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    | • | Experience serving on the board of directors of multiple international companies. |

  39. Looking forward to 2024

    | • | Significant knowledge of the global marketplace gained from her business experience and background. |

  40. Looking forward to 2024

    | • | Experience leading global teams. |

  41. Looking forward to 2024

    | | Seetarama (Swamy) Kotagiri, Age 55 Director Since: Director Nominee Independent: Yes Committee: N/A Other Public Directorships: • Magna International Inc. |

  42. Looking forward to 2024

    Mr. Kotagiri is the CEO of Magna International, a mobility technology company and one of the largest suppliers in the automotive space built to innovate and advance mobility in an expanded transportation landscape, a position he has held since 2021. From 1999 until his appointment as Chief Executive Officer, Mr. Kotagiri served in a variety of roles of increasing responsibility at Magna International, including President, Magna International, President, Magna Power and Vision, and Executive Vice President and Chief Technology Officer. Mr. Kotagiri additionally oversaw several of Magna’s segments and businesses including serving as President Magna Powertrain and President Magna Electronics. Mr. Kotagiri holds over 12 patents in automotive product and process design. Value Delivered to our Board:

  43. Looking forward to 2024

    | • | Deep understanding of technological transformation and innovation from his experience in leading Magna. |

  44. Looking forward to 2024

    | • | Significant knowledge of an industry characterized by technological and product transformation driven by digital and other emerging technologies. |

  45. Looking forward to 2024

    | • | Significant operational knowledge and experience gained through service as CEO of Magna and leading multiple segments and businesses. |

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    | • | Decades of experience leading global teams and adapting to macro-economic trends. |

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    | • | Significant experience driving Magna’s sustainability initiatives, including recently establishing emissions reduction targets and a net zero commitment. |

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    | • | Experience in leading large acquisitions and driving organic growth. |

  49. Looking forward to 2024

    | | Dr. Ayesha Khanna, Age 50 Director Since: March 2023 Independent: Yes Committee: Governance Other Public Directorships: None |

  50. Looking forward to 2024

    Dr. Khanna is the co-founder and CEO of Addo, a privately held artificial intelligence firm with a focus on smart cities, a position she has held since 2017. From 2015-2016, prior to founding Addo, Dr. Khanna served as the Chief Executive Officer of The Keys Global, an education hub for students in coding, robotics, 3D printing and other new technologies. She previously 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 2010-2014. In addition, Dr. Khanna spent more than a decade on Wall Street developing large scale trading, risk management and data analytics systems. Dr. Khanna was previously a director of Aveva, a publicly-traded multinational engineering and industrial software solutions provider. She is also a director of Neom Tonomous, a subsidiary of Neom, responsible for the delivery of the cognitive infrastructure for the $500 billion smart city under development in Saudi Arabia. Dr. Khanna has a PhD of Information Systems and Innovation from the London School of Economics and Political Science and has been a strategic advisor on artificial intelligence, smart cities and fintech to corporations and governments. She is also the founder and Chair of 21st Century Girls (21C Girls) a charity delivering free coding, artificial intelligence and web3 classes for girls in Singapore. Value Delivered to our Board:

  51. Looking forward to 2024

    | • | Extensive experience in enterprise information technology, data and artificial intelligence strategy, implementation and risk, including deep, focused expertise on artificial intelligence and smart cities. |

  52. Looking forward to 2024

    | • | Deep understanding of risk management related to the emerging impacts of accelerating technologies, including cybersecurity, data privacy, artificial intelligence and compliance. |

  53. Looking forward to 2024

    | • | 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. |

  54. Looking forward to 2024

    | • | Executive leadership experience founding and leading Addo. |

  55. Looking forward to 2024

    | • | Experience leading global teams. |

  56. Looking forward to 2024

    | | Simone Menne, Age 63 Director Since: March 2018 Independent: Yes Committee: Audit Other Public Directorships: • Deutsche Post DHL Group • Henkel AG & Co. KGaA |

  57. Looking forward to 2024

    Ms. Menne served as Chief Financial Officer at Boehringer Ingelheim GmbH, Germany’s second largest pharmaceutical company, from September 2016 to December 2017. She previously served as the Chief Financial Officer at Deutsche Lufthansa AG (“Lufthansa”) from January 2016 to August 2016 and as a member of its Executive Board from July 2012 to August 2016. She also served as Chief Officer of Finances and Aviation Services at Lufthansa from July 2012 to January 2016. Prior thereto she served in a number of roles of increasing responsibility at Lufthansa from 1989 to 2012. She currently serves on the Supervisory Boards of Deutsche Post DHL Group and Henkel AG &Co. KGaA. She also serves on the Börsensachverständigenkommission (Exchange Experts Commission, BSK) and on the Supervisory Board of Russell Reynolds Associates, a global search and leadership advisory firm. Ms. Menne serves as President of the American Chamber of Commerce Germany. Value Delivered to our Board:

  58. Looking forward to 2024

    | • | Deep financial acumen as CFO and senior finance leader in transportation and pharmaceutical industries. |

  59. Looking forward to 2024

    | • | Decades of senior leadership experience at Lufthansa and Boehringer Ingelheim. |

  60. Looking forward to 2024

    | • | Experience leading global teams in industries driven by technology and innovation. |

  61. Looking forward to 2024

    | • | Experience serving on the supervisory boards of multiple international companies. |

  62. Looking forward to 2024

    | • | Significant knowledge of the global marketplace gained from her business experience and background. |

  63. Looking forward to 2024

    | | George R. Oliver, Age 63 Director Since: September 2012 Independent: No Committee: Executive Other Public Directorships: • Raytheon Technologies |

  64. Looking forward to 2024

    Mr. Oliver became our Chairman and Chief Executive Officer in September 2017. He previously served as our President and Chief Operating Officer following the completion of the merger with Tyco. Prior to that, Mr. Oliver was Tyco’s Chief Executive Officer, a position he held since September 2012. He joined Tyco in July 2006, and served as President of a number of operating segments from 2007 through 2011. Before joining Tyco, Mr. Oliver had a more than 20-year career with General Electric (GE), where he served in operational roles of increasing responsibility in several divisions, including as president and Chief Executive Officer of GE Water and Process Technologies and President and Chief Executive Officer of GE Engine Services, as well as previous leadership roles in GE’s Aircraft Engines and Appliances divisions. Mr. Oliver also serves as a director on the board of Raytheon Technologies, an aerospace and defense company. Mr. Oliver serves as Chairman of the Energy & Environment Committee of the Business Roundtable, an association of chief executive officers of America’s leading companies and as the Chairman of the Sustainable Buildings Task Force for The Sustainable Markets Initiative. Value Delivered to our Board:

  65. Looking forward to 2024

    | • | Extensive leadership experience over several decades as an executive at Johnson Controls, Tyco and GE. |

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    | • | Brings valuable insights and perspective on the day to day management of the Company’s affairs. |

  67. Looking forward to 2024

    | • | Experience as a director, CEO and a senior manager of global organizations. |

  68. Looking forward to 2024

    | • | Experience leading sustainability initiatives at Johnson Controls and across industries through the Business Roundtable and Sustainable Markets Initiative. |

  69. Looking forward to 2024

    | • | Public policy experience through participation in nongovernmental organizations including the Business Roundtable and World Economic Forum, as well as engaging with state and national lawmakers on public policy issues. |

  70. Looking forward to 2024

    | • | Experience leading global teams at Johnson Controls, Tyco and GE. |

  71. Looking forward to 2024

    | | Jürgen Tinggren, Age 65 Director Since: March 2014 Independent: Yes Committees: Governance, Executive Other Public Directorships: • N.V. Bekaert S.A. |

  72. Looking forward to 2024

    Mr. Tinggren served as the Chief Executive Officer of the Schindler Group, a global provider of elevators, escalators and related services, through December 2013 and was a member of the Board of Directors of Schindler from March 2014 to 2016. He joined 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. In 2007, he was appointed Chief Executive Officer and President of the Group Executive Committee of the Schindler Group. Mr. Tinggren also 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. From 2014 to 2018 he was a Director of the Sika AG Group and from 2017 to 2020 he was a director and Audit Committee member of OpenText Corporation. Value Delivered to our Board:

  73. Looking forward to 2024

    | • | Extensive business experience as CEO and board member of leading global companies. |

  74. Looking forward to 2024

    | • | Deep understanding of building services, industrial products and installation and service businesses. |

  75. Looking forward to 2024

    | • | Experience as senior executive of European, U.S. and Asia-based organizations, deep understanding of international markets. |

  76. Looking forward to 2024

    | • | Understanding of digital businesses from his tenure as a director of OpenText. |

  77. Looking forward to 2024

    | • | Significant experience with mergers and acquisitions. |

  78. Looking forward to 2024

    | • | Experience leading global teams as CEO of Schindler. |

  79. Looking forward to 2024

    | • | Deep financial understanding as CEO of Schindler. |

  80. Looking forward to 2024

    | | Mark Vergnano, Age 65 Director Since: September 2016 Independent: Yes Committee: Compensation Other Public Directorships: • Waters Corporation |

  81. Looking forward to 2024

    Mr. Vergnano served as the Chairman of the Board of The Chemours Company, a titanium technologies, fluoroproducts, and chemical solutions producer, from July 2021 until his retirement in April 2022. Previously, Mr. Vergnano served as the President and Chief Executive Officer of Chemours from July 2015 to July 2021. He served as Executive Vice President, E. I. du Pont de Nemours and Company from 2009 to June 2015. While at DuPont, he 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. Mr. Vergnano joined DuPont in 1980 as a process engineer and held a variety of manufacturing, technical and management assignments throughout multiple global locations in DuPont’s organization. Mr. Vergnano is currently a director of Waters Corporation, a specialty measurement company. Mr. Vergnano is a former Chairman of the Board of Directors for the National Safety Council, and the American Chemistry Council and the Future of Stem Scholars Initiative. He is the founding chair of the Vergnano Institute for Inclusion at the University of Connecticut. Value Delivered to our Board:

  82. Looking forward to 2024

    | • | Extensive global business experience as an executive and CEO of Chemours and DuPont. |

  83. Looking forward to 2024

    | • | Deep understanding of the operations, global sales and marketing in both the chemical and industrial sectors. |

  84. Looking forward to 2024

    | • | Experience leading global teams as CEO of Chemours and in managing a variety of functions and business units at DuPont. |

  85. Looking forward to 2024

    | • | Experience developing and driving DuPont’s government affairs, public policy and corporate social responsibility strategies. |

  86. Looking forward to 2024

    | • | Deep financial understanding as CEO of Chemours. |

  87. Looking forward to 2024

    | | John D. Young, Age 59 Director Since: December 2017 Independent: Yes Committee: Audit Other Public Directorships: • Arvinas, Inc. • Novartis AG |

  88. Looking forward to 2024

    Mr. Young 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. From January 2018 to December 2018, he served as Group President of Pfizer Innovative Health, and from June 2016 to January 2018 he served as Group President, Pfizer Essential Health. He was Group President, Global Established Pharma Business for Pfizer from January 2014 until June 2016 and President and General Manager, Pfizer Primary Care from June 2012 until December 2013. He also 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. Mr. Young is currently a director of Arvinas, Inc., a clinical-stage biopharmaceutical company and Novartis AG, a multinational company specializing in the research, development, manufacturing and marketing of innovative pharmaceuticals and generic medicines. Value Delivered to our Board:

  89. Looking forward to 2024

    | • | Extensive experience as a business leader with 30 years’ experience with Pfizer. |

  90. Looking forward to 2024

    | • | Specialized expertise in developing healthcare solutions in a variety of medical disciplines utilizing technology and innovation. |

  91. Looking forward to 2024

    | • | Experience in corporate social responsibility as a member of the Board of the Pfizer Foundation and his role in overseeing Pfizer’s ESG strategy and commitments. |

  92. Looking forward to 2024

    | • | Experience leading large business units at Pfizer. |

  93. Looking forward to 2024

    | • | Significant experience in a number of senior global positions at Pfizer. |

  94. Looking forward to 2024

    Election of each Director requires the 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 APPOINTMENT OF AUDITORS AND AUTHORITY TO SET REMUNERATION PricewaterhouseCoopers LLP (“PwC”) served as our independent auditors for the fiscal year ended September 30, 2023. The Audit Committee has selected and appointed PwC to audit our financial statements for the fiscal year ending September 30, 2024. The Board, upon the recommendation of the Audit Committee, is asking our shareholders to ratify the appointment of PwC as our independent auditors for the fiscal year ending September 30, 2024 and to authorize the Audit Committee of the Board of Directors to set the independent auditors’ remuneration. Although approval is not required by our Memorandum and Articles of Association or otherwise, the Board is submitting the selection of PwC to our shareholders for ratification because we value our shareholders’ views on the Company’s independent auditors. If the appointment of PwC is not approved by shareholders, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the appointment is approved, the Audit Committee, in its discretion, may select a different independent auditor at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders. How We Select Our Auditor. The Audit Committee considers many factors when appointing our independent auditor, including the reasonableness of audit fees, cultural fit and business acumen, the potential for disruption in our business due to the loss of cumulative institutional knowledge possessed by our current auditor, and the quality of the independent audit firm and overall audit process. In connection with the mandated rotation of PwC’s lead engagement partner, the Audit Committee is directly involved in the selection of PwC’s new lead engagement partner. The members of the Audit Committee and the Board believe that the continued retention of PwC to serve as our independent auditor is in our and our shareholders’ best interests. Representatives of PwC will attend the Annual General Meeting and will have an opportunity to make a statement if they wish. They will also be available to answer questions at the meeting. For independent auditor fee information, information on our pre-approval policy of audit and non-audit services, and the Audit Committee Report, please see below. The ratification of the appointment of the independent auditors and the authorization for the Audit Committee to set the remuneration for the independent auditors requires the 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. The Audit Committee and the Board unanimously recommend a vote FOR these proposals. Audit and Non-Audit Fees Aggregate fees for professional services rendered to the Company by its independent auditors as of and for the two most recent fiscal years are set forth below. The aggregate fees include fees billed or reasonably expected to be billed for the applicable fiscal year. Fees for fiscal year 2023 include fees billed or reasonably expected to be billed by PwC. All Audit, Audit-Related, Tax and All Other services described below were pre-approved by the Audit Committee.

  95. Looking forward to 2024

    | | Fiscal Year 2023 | Fiscal Year 2022 | | | (in millions) | (in millions) | | Audit Fees | $23.1 | $22.0 | | Audit-Related Fees | 0.0 | 2.3 | | Tax Fees | 2.6 | 2.2 | | All Other Fees | 0.0 | 0.1 | | Total | $25.7 | $26.6 |

  96. Looking forward to 2024

    Audit Fees for the fiscal year ended September 30, 2023 were for professional services rendered by PwC and include fees for services performed to comply with auditing standards of the Public Company Accounting Oversight Board (“PCAOB”) (United States), including the annual audit of our consolidated financial statements including reviews of the interim financial statements contained in Johnson Controls’ Quarterly Reports on Form 10-Q, issuance of consents and the audit of our internal control over financial reporting. This category also includes fees for audits provided in connection with statutory filings or services that generally only the principal auditor reasonably can provide to a client, such as assistance with and review of documents filed with the U.S. Securities and Exchange Commission (“SEC”). Audit-Related Fees for the fiscal year ended September 30, 2023 were for services rendered by PwC and include fees associated with assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. This category includes fees related to assistance in financial due diligence related to mergers, acquisitions and divestitures, carve-outs associated with divestitures and spin-off transactions, consultations concerning financial accounting and reporting standards and regulatory requirements, issuance of comfort letters associated with debt offerings, pre-implementation reviews of certain information technology systems, audits of pension and other employee benefit plans and audit services not required by statute or regulation. Tax Fees for the fiscal year ended September 30, 2023 were for services rendered by PwC and primarily include fees associated with tax audits, tax compliance, tax consulting, transfer pricing and tax planning. This category also includes tax planning on mergers and acquisitions and restructurings, as well as other services related to tax disclosure and filing requirements. All Other Fees for the fiscal year ended September 30, 2023 were for services rendered by PwC and primarily include fees associated with training seminars related to accounting, finance and tax matters, technology tools related to accounting and reporting research, and other permissible advisory services. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors The Audit Committee has a pre-approval policy that provides guidelines for the audit, audit-related, tax and other permissible non-audit services that may be provided by the independent auditors. The policy identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the auditors’ independence is not impaired. The policy provides that the Corporate Controller will support the Audit Committee by providing a list of proposed services to the Committee, monitoring the services and fees pre-approved by the Committee, providing periodic reports to the Audit Committee with respect to pre-approved services and ensuring compliance with the policy. Under the policy, the Audit Committee annually pre-approves the audit fee and terms of the engagement, as set forth in the engagement letter. This approval includes approval of a specified list of audit, audit-related and tax services. Any service not included in the specified list of services must be submitted to the Audit Committee for pre-approval. No service may extend for more than 12 months, unless the Audit Committee specifically provides for a different period. The independent auditor may not begin work on any engagement without confirmation of Audit Committee pre-approval from the Chief Accounting Officer or his or her delegate. In accordance with the policy, the chair of the Audit Committee has been delegated the authority by the Committee to pre-approve the engagement of the independent auditors for a specific service when the entire Committee is unable to do so. All such pre-approvals must be reported to the Audit Committee at the next Committee meeting. Audit Committee Report The Audit Committee of the Board is composed of four Directors, each of whom the Board has determined meets the independence and experience requirements of the New York Stock Exchange (“NYSE”) and the SEC. The Audit Committee operates under a charter approved by the Board, which is posted on our website. As more fully described in its charter, the Audit Committee oversees Johnson Controls’ financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process. Management assures that the Company develops and maintains adequate financial controls and procedures, and monitors compliance with these processes. Johnson Controls’ independent auditors are responsible for performing an audit in accordance with auditing standards generally accepted in the United States to obtain reasonable assurance that Johnson Controls’ consolidated financial statements are free from material misstatement and expressing an opinion on the conformity of the financial statements with accounting principles generally accepted in the United States. The internal auditors are responsible to the Audit Committee and the Board for testing the integrity of the financial accounting and reporting control systems and such other matters as the Audit Committee and Board determine. In this context, the Audit Committee has reviewed the U.S. GAAP consolidated financial statements for the fiscal year ended September 30, 2023, and has met and held discussions with management, the internal auditors and the independent auditors concerning these financial statements, as well as the report of management and the report of the independent registered public accounting firm regarding the Company’s internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act. Management represented to the Committee that Johnson Controls’ U.S. GAAP consolidated financial statements were prepared in accordance with U.S. GAAP. In addition, the Committee has discussed with the independent auditors the auditors’ independence from Johnson Controls and its management as required under Public Company Accounting Oversight Board Rule 3526, Communication with Audit Committees Concerning Independence, and the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard AU Section 380 (Communication with Audit Committees) and Rule 2-07 of SEC Regulation S-X. In addition, the Audit Committee has received the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence. Based upon the Committee’s review and discussions referred to above, the Committee recommended that the Board include Johnson Controls’ audited consolidated financial statements in Johnson Controls’ Annual Report on Form 10-K for the fiscal year ended September 30, 2023 filed with the Securities and Exchange Commission and that such report be included in Johnson Controls’ annual report to shareholders for the fiscal year ended September 30, 2023. Submitted by the Audit Committee, Gretchen R. Haggerty, Chair Pierre Cohade Simone Menne John Young Agenda Items › Proposal Number Three PROPOSAL NUMBER THREE AUTHORIZATION TO MAKE MARKET PURCHASES OF COMPANY SHARES We have historically used open-market share purchases as a means of returning cash to shareholders and managing the size of our base of outstanding shares. These are longstanding objectives that management believes are important to continue.

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    Under Irish law, neither the Company nor any subsidiary of the Company may make market purchases or overseas market purchases of the Company’s shares without shareholder approval. Accordingly, shareholders are being asked to authorize the Company, or any of its subsidiaries, to make market purchases and overseas market purchases of up to 10% of the Company’s issued shares. This authorization expires after eighteen months unless renewed; accordingly, we expect to propose renewal of this authorization at subsequent Annual General Meetings. Such purchases would be made only at price levels which the Directors considered to be in the best interests of the shareholders generally, after taking into account the Company’s overall financial position. The Company currently expects to effect repurchases under our existing share repurchase authorization as redemptions pursuant to Article 3(d) of our Articles of Association. Whether or not this proposed resolution is passed, the Company will retain its ability to effect repurchases as redemptions pursuant to its Articles of Association, although subsidiaries of the Company will not be able to make market purchases or overseas market purchases of the Company’s shares unless the resolution is adopted. In order for the Company or any of its subsidiaries to make overseas market purchases of the Company’s ordinary shares, such shares must be purchased on a market recognized for the purposes of the Companies Act 2014. The NYSE, on which the Company’s ordinary shares are listed, is specified as a recognized stock exchange for this purpose by Irish law. The general authority, if approved by our shareholders, will become effective from the date of passing of the authorizing resolution. Ordinary Resolution The text of the resolution in respect of Proposal 3 (which is proposed as an ordinary resolution) is as follows: RESOLVED, that the Company and any subsidiary of the Company is hereby generally authorized to make market purchases and overseas market purchases of ordinary shares in the Company (“shares”) on such terms and conditions and in such manner as the Board of Directors of the Company may determine from time to time but subject to the provisions of the Companies Act 2014 and to the following provisions: (a) The maximum number of shares authorized to be acquired by the Company and/or any subsidiary of the Company pursuant to this resolution shall not exceed, in the aggregate, 71,000,000 ordinary shares of US $0.01 each (which represents slightly less than 10% of the Company’s issued ordinary shares). (b) The maximum price to be paid for any ordinary share shall be an amount equal to 110% of the closing price on the New York Stock Exchange for the ordinary shares on the trading day preceding the day on which the relevant share is purchased by the Company or the relevant subsidiary of the Company, and the minimum price to be paid for any ordinary share shall be the nominal value of such share. (c) This general authority will be effective from the date of passing of this resolution and will expire on the earlier of the date of the Annual General Meeting in 2025 or eighteen months from the date of the passing of this resolution, unless previously varied, revoked or renewed by ordinary resolution in accordance with the provisions of section 1074 of the Companies Act 2014. The Company or any such subsidiary may, before such expiry, enter into a contract for the purchase of shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired. The authorization for the Company and/or any of its subsidiaries to make market purchases and overseas market purchases of Company shares requires the affirmative vote of a majority of the votes properly cast (in person or by proxy) at the Annual General Meeting. Agenda Items › Proposal Number Four PROPOSAL NUMBER FOUR DETERMINE THE PRICE RANGE AT WHICH THE COMPANY CAN RE-ALLOT TREASURY SHARES Our historical open-market share repurchases and other share buyback activities result in ordinary shares being acquired and held by the Company as treasury shares. We may re-allot treasury shares that we acquire through our various share buyback activities in connection with our executive compensation program and our other compensation programs. Under Irish law, our shareholders must authorize the price range at which we may re-allot any shares held in treasury (including by way of re-allotment off-market). In this proposal, that price range is expressed as a minimum and maximum percentage of the prevailing market price (as defined below). Under Irish law, this authorization expires after eighteen months unless renewed; accordingly, we expect to propose the renewal of this authorization at subsequent Annual General Meetings. The authority being sought from shareholders provides that the minimum and maximum prices at which an ordinary share held in treasury may be re-allotted are 95% and 120%, respectively, of the average closing price per ordinary share of the Company, as reported by the NYSE, for the thirty (30) trading days immediately preceding the proposed date of re-allotment, save that the minimum price for a re-allotment to satisfy an obligation under an employee share plan is the par value of a share. Any re-allotment of treasury shares will be at price levels that the Board considers in the best interests of our shareholders. Special Resolution The text of the resolution in respect of Proposal 4 (which is proposed as a special resolution) is as follows: RESOLVED, that the re-allotment price range at which any treasury shares held by the Company may be re-allotted shall be as follows: (a) the maximum price at which such treasury share may be re-allotted shall be an amount equal to 120% of the “market price,” and (b) the minimum price at which a treasury share may be re-allotted shall be the nominal value of the share where such a share is required to satisfy an obligation under an employee share plan operated by the Company or, in all other cases, an amount equal to 95% of the “market price,” and (c) for the purposes of this resolution, the “market price” shall mean the average closing price per ordinary share of the Company, as reported by the New York Stock Exchange, for the thirty (30) trading days immediately preceding the proposed date of re-allotment. FURTHER RESOLVED, that this authority to re-allot treasury shares shall expire on the earlier of the date of the Annual General Meeting of the Company held in 2025 or eighteen months after the date of the passing of this resolution unless previously varied or renewed in accordance with the provisions of section 109 and/or 1078 (as applicable) of the Companies Act 2014 (and/or any corresponding provision of any amended or replacement legislation) and is without prejudice or limitation to any other authority of the Company to re-allot treasury shares on-market. The authorization of the price range at which the Company may re-allot any shares held in treasury requires the affirmative vote of at least 75% of the votes properly cast (in person or by proxy) at the Annual General Meeting. Agenda Items › Proposal Number Five PROPOSAL NUMBER FIVE ADVISORY VOTE ON EXECUTIVE COMPENSATION The Board recognizes that providing shareholders with an advisory vote on executive compensation can produce useful information on investor sentiment with regard to the Company’s executive compensation programs. As a result, this proposal provides shareholders with the opportunity to cast an advisory vote on the compensation of our executive management team, as described in the section of this Proxy Statement entitled “Compensation Discussion & Analysis,” and endorse or not endorse our fiscal year 2023 executive compensation philosophy, programs and policies and the compensation paid to the Named Executive Officers.

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    The advisory vote on executive compensation is non-binding, meaning that our Board will not be obligated to take any compensation actions or to adjust our executive compensation programs or policies, as a result of the vote. Notwithstanding the advisory nature of the vote, the resolution will be considered passed with the 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. Although the vote is non-binding, our Board and the Compensation and Talent Development Committee will review the voting results. To the extent there is a significant negative vote, we would communicate directly with shareholders to better understand the concerns that influenced the vote. The Board and the Compensation and Talent Development Committee would consider constructive feedback obtained through this process in making future decisions about executive compensation programs. Advisory Non-Binding Resolution The text of the resolution, which if thought fit, will be passed as an advisory non-binding resolution at the Annual General Meeting, is as follows: RESOLVED, that shareholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the Compensation Discussion & Analysis section of this Proxy Statement. Agenda Items › Proposal Number Six PROPOSAL NUMBER SIX AUTHORIZATION FOR DIRECTORS TO ALLOT COMPANY SHARES Under Irish law, directors of an Irish public limited company must have authority from its shareholders to issue any shares, including shares which are part of the company’s authorized but unissued share capital. The Company’s current authorization, approved by shareholders at our 2023 Annual General Meeting, will expire on March 13, 2024 — the date of the 2024 Annual General Meeting. We are presenting this proposal to renew the Board’s authority to issue authorized but unissued shares on the terms set forth below. If this proposal is not passed, the Company will have a limited ability to issue new ordinary shares. We understand it is customary practice for Irish companies listed in the U.S. to seek shareholder authority to issue shares up to an aggregate nominal value of 20% of the company’s issued share capital and for such authority to be renewed each year. Therefore, in accordance with customary practice in Ireland and the rules and standards applicable to companies listed in the U.S., we are seeking approval to issue up to a maximum of 20% of our issued ordinary share capital for a period expiring on the earlier of the date of the Company’s Annual General Meeting in 2025 or September 13, 2025, unless otherwise renewed, varied or revoked. We expect to propose renewal of this authorization at subsequent Annual General Meetings. Granting the Board this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish market practice. This authority is fundamental to our business and enables us to issue shares, including, if applicable, in connection with funding acquisitions and raising capital. We are not asking you to approve an increase in our authorized share capital or to approve a specific issuance of shares. Instead, approval of this proposal will only grant the Board the authority to issue shares that are already authorized under our Articles of Association upon the terms below. In addition, because we are a NYSE-listed company, our shareholders continue to benefit from the protections afforded to them under the rules and regulations of the NYSE and SEC, including those rules that limit our ability to issue shares in specified circumstances. This authorization is required as a matter of Irish law and is not otherwise required for other companies listed on the NYSE with whom we compete. Accordingly, approval of this resolution would merely place us on par with other NYSE-listed companies. Ordinary Resolution The text of the resolution in respect of Proposal 6 (which is proposed as an ordinary resolution) is as follows: “RESOLVED that the directors be and are hereby generally and unconditionally authorized to exercise all powers to allot and issue relevant securities (within the meaning of section 1021 of the Companies Act 2014) up to an aggregate nominal value of US $1,423,000 (being equivalent to approximately 20% of the aggregate nominal value of the issued share capital of the Company as at the last practicable date prior to the issue of the notice of this meeting) and the authority conferred by this resolution shall expire on the earlier of the date of the Company’s Annual General Meeting in 2025 or September 13, 2025, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.” As required under Irish law, the resolution in respect of this proposal is an ordinary resolution that requires the affirmative vote of a majority of the votes properly cast (in person or by proxy) at the Annual General Meeting. Agenda Items › Proposal Number Seven PROPOSAL NUMBER SEVEN WAIVER OF STATUTORY PRE-EMPTION RIGHTS Under Irish law, unless otherwise authorized, when an Irish public limited company issues shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing shareholders of the company on a pro-rata basis (commonly referred to as the pre-emption right). Our current authorization, approved by shareholders at our 2023 Annual General Meeting, will expire on March 13, 2024 — the date of the 2024 Annual General Meeting. We are therefore proposing to renew the Board’s authority to opt-out of the pre-emption right on the terms set forth below. We understand it is customary practice for Irish companies listed in the U.S. to seek shareholder authority to opt-out of the pre-emption rights provision in the event of the issuance of shares for cash, if the issuance is limited to up to 20% of a company’s issued ordinary share capital. It is also customary practice for such authority to be renewed on an annual basis. Therefore, in accordance with customary practice in Ireland and the rules and standards applicable to companies listed in the U.S., we are seeking this authority, pursuant to a special resolution, to authorize the directors to issue shares for cash up to a maximum of approximately 20% of the Company’s issued share capital without applying statutory pre-emption rights for a period expiring on the earlier of the Annual General Meeting in 2025 or September 13, 2025, unless otherwise varied, renewed or revoked. We expect to propose renewal of this authorization at subsequent Annual General Meetings.

  99. Looking forward to 2024

    Granting the Board this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish customary practice. Similar to the authorization sought for Proposal 6, this authority is fundamental to our business and, if applicable, will facilitate our ability to fund acquisitions and otherwise raise capital. We are not asking you to approve an increase in our authorized share capital. Instead, approval of this proposal will only grant the Board the authority to issue shares in the manner already permitted under our Articles of Association upon the terms below. Without this authorization, in each case where we issue shares for cash, we would first have to offer those shares on the same or more favorable terms to all of our existing shareholders. This requirement could cause delays in the completion of acquisitions and capital raising for our business. This authorization is required as a matter of Irish law and is not otherwise required for other companies listed on the NYSE with whom we compete. Renewal of the authorization as described above is fully consistent with NYSE rules and listing standards and with U.S. capital markets practice and governance standards. Accordingly, approval of this resolution would merely place us closer to par with other NYSE-listed companies. Special Resolution The text of the resolution in respect of Proposal 7 (which is proposed as a special resolution) is as follows: “RESOLVED that the directors be and are hereby empowered pursuant to section 1023 of the Companies Act 2014 to allot equity securities (as defined in section 1023 of that Act) for cash, pursuant to the authority conferred by proposal 7 of the notice of this meeting as if sub-section (1) of section 1022 of that Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities up to an aggregate nominal value of US $1,423,000 (being equivalent to approximately 20% of the aggregate nominal value of the issued share capital of the Company as at the last practicable date prior to the issue of the notice of this meeting) and the authority conferred by this resolution shall expire on the earlier of the Company’s Annual General Meeting in 2025 or September 13, 2025, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.” As required under Irish law, the resolution in respect of Proposal 7 is a special resolution that requires the affirmative vote of at least 75% of the votes cast. In addition, under Irish law, the Board may only be authorized to opt-out of pre-emption rights if it is authorized to issue shares, which authority is being sought in Proposal 6. GOVERNANCE OF THE COMPANY Vision and Values of Our Board Our vision is a safe, comfortable and sustainable world. In addition to achieving financial performance objectives, our Board and management believe that we must assume a leadership position in the area of corporate governance to fulfill our vision. Our Board believes that good governance requires not only an effective set of specific practices but also a culture of responsibility throughout the company, and governance at Johnson Controls is intended to optimize both. Johnson Controls also believes that good governance ultimately depends on the quality of its leadership, and it is committed to recruiting and retaining Directors and officers of proven leadership ability and personal integrity. Our Board has adopted Corporate Governance Guidelines which provide a framework for the effective governance of Johnson Controls. Johnson Controls’ Values: How We Seek to Conduct Ourselves

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    | Integrity First | Purpose Led | Customer Driven | Future Focused | One Team | | We promise honesty and transparency. We uphold the highest standards of integrity and honor the commitments we make. | We believe in doing well by doing good and hold ourselves accountable to make the world a better place through the solutions we provide, our engagement in society, the way we do business, and our commitment to protect people and the environment. | We win when our customers win. Our long-term strategic relationships provide unique insights and the ability to deliver exceptional customer experiences and solutions. | Our culture of innovation and continuous improvement drives us to solve today’s challenges while constantly asking ‘what’s next.’ | We are one team, dedicated to working collaboratively together to create the purposeful solutions that propel the world forward. |

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    | Purpose Led and Customer Driven Board Engagement | | The Board recognizes the importance of sustainability in the Company’s vision, values and strategy. During fiscal year 2023, the Governance and Sustainability Committee provided oversight and guidance to management in connection with Company’s continued progress toward its ESG goals, as well as the planning and execution of the Company’s sustainability strategy. The full Board was frequently engaged with management on the intersection of sustainability and the Company’s business strategy, reviewing and discussing the Company’s strategy to be a leader in building decarbonization. During fiscal year 2023, the Board directly engaged with a major customer of the Company’s European field business. This engagement gave the Board tangible insight into efficiency, decarbonization and other business objectives driving the customer’s decision-making process and how the Company is creating differentiation and delivering value with its OpenBlue platform and digitally enabled products. |

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    | Future Focused Board Engagement | | The Board frequently engages with management on the Company’s digital transformation. At every regularly scheduled Board meeting, the Board received updates from management on how the Company was developing and executing its strategy to build and expand its digital capabilities to deliver new and differentiated services grounded in deep understandings of how the Company’s customers operate, including outcome-based solutions that address customers’ needs to improve energy efficiency, enhance security and reduce greenhouse gas emissions. During fiscal year 2023, the Board toured one of the Company’s OpenBlue Innovation Centers located at its headquarters in Cork, Ireland. During the visit, the Board received a deep dive review of the Company’s OpenBlue platform. The Board deepened its knowledge of the Company’s digital platforms with in-person technological demonstrations and engagement with front-line technicians. This engagement gave the Board a deeper understanding of the Company’s digital capabilities and how these capabilities, enabled by OpenBlue, are enhancing and transforming the role of the technician. |

  103. Looking forward to 2024

    Governance of the Company › Board Mission/Responsibilities Board Mission/Responsibilities The mission of the Board is to promote the long-term value and health of Johnson Controls in the interests of shareholders and set an ethical “tone at the top.” All corporate authority is exercised by the Board except for those matters reserved to the shareholders. The Board has retained oversight authority — defining and overseeing the implementation of and compliance with standards of accountability and monitoring the effectiveness of management policies and decisions in an effort to ensure that the Company is managed in such a way to achieve its objectives. The Board delegates its authority to management for managing the everyday affairs of the Company. The Board requires that senior management review major actions and initiatives with the Board prior to implementation. The Board regularly engages with management on significant strategic matters, evaluating risk, strategic rationale, long-term value and other criteria when advising management during the course of its review and approval of management’s operational plan and other significant strategic matters. Management, not the Board, is responsible for managing the Company. Areas of Focus for the Board

  104. Looking forward to 2024

    | STRATEGY AND OPERATIONS • Ensuring that processes are in place designed to maintain the integrity and ethical conduct of the Company; reviewing and approving the strategic plans and profit plans; reviewing corporate performance and staying apprised of relations with shareholders | GOVERNANCE & RISK MANAGEMENT • Overseeing and evaluating management’s systems and processes for the identification, assessment, management, mitigation and reporting of major risks; establishing corporate governance standards | | TALENT AND SUCCESSION PLANNING • Overseeing and evaluating management’s systems and senior management performance and compensation; providing advice and counsel to senior management; planning for effective succession | BOARD COMPOSITION & EFFECTIVENESS • Recommending candidates to the shareholders for election to the Board; setting standards for Director qualification, orientation and continuing education; reviewing and assessing the Board’s leadership structure; and undertaking an annual performance evaluation regarding the effectiveness of the Board |

  105. Looking forward to 2024

    Governance of the Company › Board Composition, Tenure and Expertise Board Composition, Tenure and Expertise The Director nominees as a whole are strong in their diversity, vision, strategy and business judgment. They possess a robust collective knowledge of management and leadership, business operations, crisis management, risk assessment, industry knowledge, accounting and finance, technology and innovation, public policy, sustainability and corporate social responsibility, corporate governance and global markets.

  106. Looking forward to 2024

    | Skills and Expertise | | | | | | | | | | | | | | | | | | | | | | | | | | | | Executive Leadership Experience | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Experience Leading Global Teams | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Financial and Accounting Expertise | | ∎ | ∎ | | ∎ | | | ∎ | ∎ | ∎ | ∎ | ∎ | | Public Policy Experience | | ∎ | ∎ | | | ∎ | | | ∎ | | ∎ | ∎ | | Cybersecurity, Technology and Innovation Experience | ∎ | | | ∎ | | ∎ | ∎ | ∎ | ∎ | ∎ | | ∎ | | Manufacturing and Industry Experience | ∎ | ∎ | ∎ | ∎ | ∎ | | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Corporate Governance Experience | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Corporate Responsibility/Sustainability Experience | ∎ | ∎ | ∎ | ∎ | | ∎ | ∎ | | ∎ | | ∎ | ∎ | | M&A Experience | ∎ | ∎ | ∎ | | ∎ | | ∎ | | ∎ | ∎ | ∎ | ∎ | | Background | | | | | | | | | | | | | | Years on the Board | 0* | 5 | 5 | 6 | 5 | 1 | 0* | 5 | 11 | 9 | 12 | 6 | | Age | 56 | 69 | 60 | 62 | 68 | 50 | 55 | 63 | 63 | 65 | 65 | 59 | | Gender | M | F | M | M | F | F | M | F | M | M | M | M | | Diversity** | | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | ∎ | | ∎ | | * New Director nominee ** Diversity includes Female / Racial / Ethnic / LGBTQ+ and Geographically Diverse (Non-US Citizenship) | | | | | | | | | | | | |

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    Board Leadership The Board’s leadership structure generally includes a combined Chairman and CEO role with a strong, independent non-executive Lead Director. The Board believes our overall corporate governance measures help ensure that strong, independent Directors continue to effectively oversee our management and key issues related to strategy, risk and integrity; executive compensation; CEO evaluation; and succession planning. Why we combine the roles of Chairman and CEO. In choosing to combine the roles of Chairman and CEO, the Board takes into consideration the importance of in-depth, industry-specific knowledge and a thorough understanding of our business Governance of the Company › Board Leadership environment and risk management practices in setting agendas and leading the Board’s discussions. Combining the roles also provides a clear leadership structure for the management team and serves as a vital link between management and the Board. Mr. Oliver’s extensive leadership experience and understanding of the history, strategy and progression of the Company, first as CEO of Tyco beginning in 2012 and then as CEO of the Company since 2017, provides a deep, unique perspective that enables him to ensure that the Board’s agendas, presentations and discussions are thorough and thoughtfully constructed based on the key issues and risks impacting the Company. This allows Mr. Oliver to drive strategy and agenda setting at the Board level, while maintaining responsibility for executing on that strategy as CEO. At the same time, our lead director, Jürgen Tinggren, works with Mr. Oliver to set the agenda for the Board while also exercising additional oversight on behalf of the independent Directors. This allows the Board to more effectively perform its oversight role with the benefit of management’s perspective on our business strategy and all other aspects of the business. Our Board periodically reviews its determination to have a single individual act both as Chairman and CEO. The Role of the Lead Director. The Lead Director, currently Mr. Tinggren, acts as an intermediary between the Board and senior management. Among other things, the Lead Director’s duties include: Mr. Tinggren joined our Board in 2014. During his tenure as a Board member, Mr. Tinggren has established strong and effective working relationships with his fellow Directors and garnered their trust and respect. Furthermore, he has demonstrated strong leadership skills, independent thinking and a deep understanding of our business. Mr. Tinggren’ s deep understanding of building services, industrial products and installation and service businesses are valuable in helping the Board exercise its risk oversight function as the Company seeks to be a smart buildings solutions leader. Mr. Tinggren is highly engaged and is routinely in direct contact with the CEO and members of senior management. Mr. Tinggren collaborates with Mr. Oliver and the other Directors on Board governance and Director succession, providing feedback on the functioning of the Board and identification and recruitment of new Director candidates. Mr. Tinggren’s level of engagement allows him to have a significant impact on the operation of the Board, as well as the Company’s strategic and operational initiatives. Together with the Chairman and CEO, the Lead Director hosts Board update calls on a monthly basis in the periods between Board meetings to keep the Directors current on important developments in the business as well as the status of key strategic and operational initiatives. These update calls provide Directors with the opportunity to stay current on matters impacting the Company, which facilitates more efficient and robust discussions at the regularly scheduled Board meetings. Board Oversight of Strategy One of the Board’s primary responsibilities is overseeing management’s establishment and execution of the Company’s strategy and the associated risks. The full Board oversees strategy and strategic risk through robust and constructive engagement with management, taking into consideration our key priorities, global trends impacting our business, regulatory developments and disruptors to our businesses. The Board’s oversight of our strategy primarily occurs through deep-dive annual reviews of the Company’s long-term strategic plans. During these reviews, management provides the Board with its view of the key commercial and strategic risks and opportunities faced by the Company; and the Board provides management with feedback on whether management has identified the key risks and opportunities and is taking appropriate responsive actions. In addition to an annual deep-dive strategic review, because the Company’s strategic initiatives are subject to rapidly evolving business dynamics, the Board regularly receives updates on key strategic initiatives throughout the year to ensure progress is being made against goals, understand where adjustments or refinements to strategy may be appropriate and stay current on issues impacting the business. The Board’s oversight of strategy was prominent throughout the year as the Company continued its journey to become a smart building solutions leader. At every regularly scheduled Board meeting, the Board received updates from management on how the Company was developing and executing its strategy to build and expand its digital capabilities to deliver new and differentiated services including outcome-based solutions that address customers’ needs to improve energy efficiency and reduce greenhouse gas emissions. These discussions were supplemented by a deep dive review into the transformation of the Company’s global field operations business to drive services throughout the building lifecycle, increase customer connectivity and transform the role of the field technician. The Board also engaged with management on how the Company is developing Governance of the Company › Board Oversight of Strategy its sustainable products and services strategy, with in depth discussions on the decarbonization and sustainability landscape, customer dynamics and insights, the Company’s path to HVAC refrigerant transition, and how the Company is developing product and service capabilities to lead in sustainability. The Board engaged with management on key risks to the Company’s strategy. This included focused discussions on geopolitical, supply chain and manufacturing risks. The Board engaged with management on a range of topics, including the intersection of supply chain market dynamics, the company’s manufacturing operations and geopolitical risks impacting the Company. This enabled the Board to understand both the individual and connected nature of these risks, ongoing mitigation measures and how the Company is reshaping its manufacturing and supply chain strategies to address current risks and prepare for the future. During fiscal year 2023, the Board augmented its ability to provide oversight over our strategy and risk by engaging outside experts to provide a dedicated education session on sustainability. During the session, the Board engaged in interactive discussion with experts on key sustainability concepts and trends, current and anticipated areas of focus for investors and stakeholders and how the Board can operate effectively to oversee sustainability-related risks, opportunities and impacts.

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    The Board applied the knowledge gained from these sessions to provide advice and oversight to management as the Company worked to refine and execute its strategy in fiscal year 2023 and into fiscal year 2024. The oversight provided by the Board was carried over into its committees, with the Compensation and Talent Development Committee monitoring the Company’s efforts to build a diverse workforce that is digitally capable, solutions oriented and focused on continuous learning and growth, and the Governance and Sustainability Committee monitoring the cybersecurity risks associated with the Company’s digital strategy as well as the risks and opportunities presented by trends favoring sustainability and decarbonization. Johnson Controls has a clear vision and growth agenda. The visions and values described above are designed to achieve our mission of helping our customers win everywhere, every day through a relentless focus on customer needs, developing and deploying leading products and technology, distributing our products and services through accessible channels, and attracting and retaining top talent. Johnson Controls plans to achieve these objectives through:

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    | • | Creating Growth Platforms: Growing our business through innovation, digital services, and partnerships to drive customer outcomes and deliver enhanced value. |

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    | • | Driving Operational improvements: Getting better at what we do and how we do it to drive productivity, quality, efficiency, and excellence. |

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    | • | Sustaining a High-Performance Culture: Building a safe, inclusive, sustainable and heathy organization that develops new skills, recognizes success and rewards excellence. |

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    For additional information on our strategy, see “Business Strategy” in Item 1 of our Annual Report on Form 10-K filed with the SEC on December 14, 2023. Board Oversight of Talent and Succession Planning Our Board oversees management succession planning and talent development. The Compensation and Talent Development Committee regularly reviews the CEO succession plan and the succession plans for key positions at the senior executive level across the Company. The CEO and CHRO regularly review with the Compensation and Talent Development Committee the assessment and the development of a diverse pipeline of senior leaders who are potential successors for these roles. In addition, the full Board discusses succession and/or talent management at each of its regularly scheduled meetings. These discussions are led by the CEO and Chief Human Resources Officer, with periodic assistance from other senior leaders within the Company and firms with talent assessment expertise. These discussions include critical leadership competencies, talent assessment, short and long-term development and readiness of executives, the pool of external talent, and diversity. The Board also evaluates succession and development plans in the context of our overall business strategy and culture. Potential leaders are visible to Board members through formal presentations and informal events to allow Directors to personally engage with current and future leaders. In fiscal year 2023, Board members were actively involved in the search and appointment of the Company’s Vice President and President, Building Solutions North America. Board members were involved in reviewing the talent pipeline of candidates and interviewing the finalist candidates prior to approving management’s recommended candidate. The Compensation and Talent Development Committee is charged with reviewing the talent development and succession plans for the CEO and other senior leadership positions, our human capital management practices, policies, strategies and Governance of the Company › Board Oversight of Talent and Succession Planning goals, our senior leadership pipeline development, including the recruitment, development and retention of senior leadership talent, and our diversity and inclusion initiatives and progress. In carrying out these responsibilities, the Compensation and Talent Development Committee annually reviews our diversity and inclusion plans and goals, our succession planning and talent development strategy and progress, and the Company’s human capital policies and practices. We have implemented several measures that focus on ensuring accountabilities exist for attracting and developing diverse talent in our workforce. For fiscal years 2023 and 2024, our CEO and other senior leaders have diversity and inclusion objectives in their annual performance goals. We have also committed to having a diverse talent pipeline by leveraging our business resource groups to facilitate external engagement and support of talent acquisition sourcing initiatives. Our global flagship Future Leaders Internship Program continues to expand the diversity of its outreach and focus on the skills needed to advance our growth initiatives.. We actively develop diversity sourcing strategies and partner with external organizations that develop and supply diverse talent. Our Board also establishes steps to address emergency CEO succession planning in extraordinary circumstances. Our emergency CEO succession planning is intended to enable our Company to respond to unexpected emergencies and minimize potential disruption or loss of continuity to our Company’s business and operations. Governance of the Company › Board and Committee Oversight of Risk Management Board and Committee Oversight of Risk Management Oversight of Cybersecurity We understand that cybersecurity is an essential component of the Board’s oversight responsibility. The Board receives information technology and cybersecurity updates from senior management, including the Chief Information Officer, Chief Information Security Officer and Chief Technology Officer, several times per year. These updates cover the cybersecurity risks facing our enterprise information technology structure, as well as our digital products and services. The Governance and Sustainability Committee provides a deeper level of oversight through quarterly engagements with senior management, including the Chief Information Officer and Chief Information Security Officer, to review our cybersecurity program, including Governance of the Company › Oversight of Cybersecurity the highest risk areas and key mitigation strategies. Topics covered in fiscal year 2023 included: internal and external cybersecurity updates, cybersecurity ratings, passwordless authentication, cybersecurity insurance and operational technology security. Our policies, standards, and procedures apply to all users to ensure the workforce is aware of threats and the importance of information security and cybersecurity. The cybersecurity policies and standards were created using elements of recognized standards such as ISO 27001 and the NIST Cybersecurity Framework for the overall enterprise and ISA/IEC 62443 for automation and control system products. We leverage multiple channels to promote cybersecurity topics, deliver targeted initial and refresher training for all users, and conduct an annual mandatory global information security training campaign with certification, which is translated into 20 languages. These elements are designed to maintain a risk aware culture. Our vulnerability management program conducts assessments with specified frequencies for specific asset types to validate system health against known threats. We also engage with third parties to perform security assessments of our technology environments, including an annual penetration test. We leverage multiple tools, which are routinely updated with new signatures, to continually respond to evolving threats identified as part of our threat detection capability. Events with cyber security impacts are routed to the IT and Product Security Incident Response function for triage, investigation, and if necessary, mitigation. We also maintain a cybersecurity insurance policy. We have experienced, and expect to continue to experience, cyber threats and incidents; and the Governance and Sustainability Committee receives quarterly reports on any notable incidents that may have occurred during the quarter, as well as updates on cybersecurity events impacting the marketplace (whether or not the Company is impacted). In September 2023, the Company experienced a cybersecurity incident impacting a portion of its internal information technology systems. Promptly following the detection of the event, the Board was notified and briefed by management. The Board was frequently engaged with management throughout the response, remediation and aftermath of the incident, receiving multiple updates from management while providing oversight on a number of topics, including incident response and investigation, remediation, public disclosure, risk management, regulatory requirements, internal controls and overall impacts to the Company. The Board has continued to exercise its oversight to understand the lessons learned from the incident and ensure that they are applied by management. Oversight of Political Spending We participate in the public policy process in various ways including corporate government affairs activities designed to educate policymakers on key issues related to our business, political giving through the Johnson Controls Political Action Committee (“PAC”), and limited direct corporate political contributions. To promote transparency, we make this information publicly available on our website and through various government filings, as required by law.

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    Our PAC is governed by a steering committee, which is chaired by our Executive Vice President & General Counsel and made up of business and functional leaders across the Company. The steering committee provides operational oversight and direction of PAC activities. The steering committee also reviews candidate recommendations and uses the PAC’s selection criteria to determine who will receive financial support. Our lobbying and political activities are overseen by our Chief Sustainability & External Relations Officer, who works closely with our legal department to ensure compliance with our political engagement policy. Our Executive Vice President & General Counsel, Chief Sustainability & External Relations Officer, and Chief Compliance Officer meet together regularly with the Chief Executive Officer and the senior leadership team to review legislative, regulatory and political developments. The Governance and Sustainability Committee provides primary board-level oversight in reviewing our corporate political activity and public policy efforts. Our Chief Sustainability & External Relations Officer reports to the Governance and Sustainability Committee on our governmental outreach, PAC and other political activities on a regular basis and the full Board is briefed on government relations matters at least annually. Director Orientation All new Directors participate in our director orientation program during his or her first few months on our Board. New Directors receive an extensive suite of onboarding materials covering Director responsibilities, corporate governance practices and policies, business strategies, leadership structure, and long-term plans. They then participate in a series of meetings with management representatives from our business and functional areas to review and discuss information about the Company’s strategic plans, financial statements, and key issues, policies, and practices. Based on feedback from our Directors, we believe this onboarding approach provides new Directors with a strong foundation for understanding our businesses, connects Directors with members of management with whom they will interact, and accelerates their effectiveness to engage fully in Board deliberations. During fiscal year 2023, Dr. Ayesha Khanna participated in our director orientation program, meeting Governance of the Company › Director Orientation on-site with management representatives and subject matter experts to understand our business, strategy and risks. These meetings were supplemented with additional meetings with members of management during the year. Director Education Our Board believes that Director education is key to the ability of Directors to fulfill their roles and supports Board members in their continuous learning. Directors may enroll in continuing education programs at our expense on corporate governance and critical issues associated with a Director’s service. The Corporate Secretary, in collaboration with the Governance and Sustainability Committee, advises Directors of opportunities for Director education in areas important to the Company and the overall functioning of the Board. Our Board also hears regularly from management on numerous subjects, including investor relations, human capital management, sustainability, technology, regulatory developments, data privacy, and cybersecurity. In addition, the Board periodically participates in site visits to our facilities. For example, in fiscal year 2023, our Board participated in a site visit to our OpenBlue Innovation Center located at our headquarters in Cork, Ireland. During the site visit, the Board received a deep dive review of the Company’s OpenBlue platform. During this visit, the directors received an in-depth review of the platform, together with technology demonstrations showcasing the capabilities and value proposition of OpenBlue. The Board also engaged directly with a customer and a technician, providing an understanding of how customers view and have adopted OpenBlue and how the capabilities enabled by OpenBlue are enhancing and transforming the role of the technician. During fiscal year 2023, the Board engaged outside experts to provide a dedicated education session on sustainability matters. During the session, the Board engaged in an interactive discussion with experts on key sustainability concepts and trends, current and anticipated areas of focus for investors and stakeholders and how the Board can operate effectively to oversee sustainability-related risks and opportunities. Shareholder Engagement In fiscal year 2023, we continued our focus on regularly engaging with our shareholders. We reached out to holders of over 60% of our outstanding shares. Meetings were requested by four shareholders, representing approximately 11% of the Company’s outstanding shares. During these meetings, we discussed many topics including director evaluation and succession, our executive compensation program, board governance structure, PFAS oversight and our sustainability strategy. Investors provided valuable comments and perspectives on the Company’s governance, risk and compensation practices and were generally supportive of the Company’s approach in these areas. Investors also expressed their approval of the Company’s corporate responsibility and sustainability efforts. In addition, several shareholders declined or cancelled meetings noting that engagement was unnecessary due to no significant concerns with our governance and compensation practices. This outreach and the corresponding discussions provide our Board with valuable insights into our shareholders’ views. We plan to continue to actively engage with our shareholders on a regular basis to better understand and consider their views. Board Committees To conduct its business the Board maintains three standing committees: Audit, Compensation and Talent Development, and Governance and Sustainability; and each of these NYSE-required committees are entirely composed of independent Directors. The Board also maintains an Executive Committee comprised of the Chairman, Lead Director and each committee chair that meets to review matters as delegated to it by the Board. All committees report on their activities to the full Board. The Lead Director may also convene “special committees” to review discrete matters that require the consideration of a Board committee, but do not fit within the mandate of any of the standing committees. Special committees report their activities to the full Board. To ensure effective discussion and decision making while at the same time having a sufficient number of independent Directors for its three standing committees, the Board is normally constituted of between ten and thirteen Directors. The minimum and maximum number of Directors is set forth in our Articles of Association. The Governance and Sustainability Committee reviews the Board’s governance guidelines annually and recommends appropriate changes to the full Board. Governance of the Company › Board Meetings Board Meetings The Board meets at least four times annually and additional meetings may be called in accordance with our Articles of Association. The Board may also meet more frequently where warranted by business circumstances or other matters impacting the Company. Frequent board meetings are critical not only for timely decisions, but also for Directors to be well informed about Johnson Controls’ operations and issues. One of these meetings will be scheduled in conjunction with the Annual General Meeting of Shareholders and Board members are required to be in attendance at such meeting either in person or virtually. The Lead Director and the Chairman of the Board are responsible for setting meeting agendas with input from the other Directors.

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    Committee meetings are normally held in conjunction with Board meetings. Major committee decisions are reviewed and approved by the Board. The Board Chair and committee chairs are responsible for conducting meetings and informal consultations in a fashion that encourages informed, meaningful and probing deliberations. Presentations at Board meetings are concise and focused, and they include adequate time for discussion and decision-making. An executive session of independent Directors, chaired by the Lead Director, is held at least annually, and in practice occurs at least once during most Board meetings. Mr. Tinggren ensures that the executive sessions are highly interactive and include robust discussions on the Company’s strategic and operational initiatives and related risks. They also include in-depth discussions on matters such as executive performance and succession planning. These discussions are key to informing the Board’s oversight role and appropriately challenging management. Directors receive the agenda and materials for regularly scheduled meetings in advance. Best efforts are made to make materials available as soon as one week in advance, but no later than three days in advance. When practical, the same applies to special meetings of the Board. Directors may ask for additional information from, or meetings with, senior managers at any time. Strategic planning and succession planning sessions are held at least annually at a regular Board meeting, but such sessions often occur more frequently. Succession planning meetings focus on the development and succession of not only the CEO but also the Company’s other senior executives. The Board’s intent is for Directors to attend all regularly scheduled Board and committee meetings. Directors are expected to use their best efforts to attend regularly scheduled Board and committee meetings in person. All independent Board members are welcome to attend any committee meeting. Formal Board meetings are supplemented by informal Board update calls hosted by the CEO and Lead Director. These calls are held on at least a monthly basis in the periods between Board meetings to keep the Directors current on important developments in the business as well as the status of key strategic and operational initiatives. These update calls provide Directors with the opportunity to stay current on matters impacting the Company, which facilitates more efficient and robust discussions at the regularly scheduled Board meetings. The Board also makes periodic visits to our facilities to learn more about our products and customers. For example, in fiscal year 2023 our Board participated in a site visit to our OpenBlue Innovation Center in Cork, Ireland. Board and Committee Calendars A calendar of agenda items for the regularly scheduled Board meetings and all regularly scheduled committee meetings is prepared annually by the Chair of the Board in consultation with the Lead Director, committee chairs, and other Directors. Board Communication Management speaks on behalf of Johnson Controls and the Board normally communicates through management with outside parties including shareholders, business journalists, analysts, rating agencies and government regulators. In certain circumstances Directors may also meet with shareholders to discuss specific governance topics. The Board has established a process for interested parties to communicate with members of the Board, including the Lead Director. If you have any concern, question or complaint regarding our compliance with any policy or law, or would otherwise like to contact the Board, you can reach the Johnson Controls Board of Directors via email at jciboard@jci.com. Depending upon the nature of the communication and to whom it is directed, the Corporate Secretary will: (a) forward the communication to the appropriate Director or Directors; (b) forward the communication to the relevant department within the Company; or (c) attempt to handle the matter directly (for example, a communication dealing with a share ownership matter). Shareholders, customers, vendors, suppliers and employees can also raise concerns at www.johnsoncontrolsintegrityhelpline.com. Inquiries can be submitted anonymously and confidentially. Governance of the Company › Board Communication All Integrity helpline inquiries are received and reviewed by the Integrity Helpline manager, who is part of the Compliance function. A report summarizing all items received resulting in cases is prepared for the Audit Committee of the Board. The Integrity Helpline manager directs cases to the applicable department (such as customer service, human resources, or in the case of accounting or control issues, forensic audit) and follows up with the assigned case owner to ensure that the cases are responded to in a timely manner. The Board also reviews non-trivial shareholder communications received by management through the Corporate Secretary’s Office or Investor Relations. Governance of the Company › Board and Committee Evaluation Process Board and Committee Evaluation Process The Board views self-evaluation of Board and committee performance as an integral part of its commitment to continuous improvement. The Governance and Sustainability Committee annually reviews the evaluation process and considers ways to augment it. Governance of the Company › Board Advisors Board Advisors The Board and its committees (consistent with the provisions of their respective charters) may retain their own advisors, at the expense of the Company, as they deem necessary in order to carry out their responsibilities. Board Compensation and Share Ownership The Governance and Sustainability Committee annually reviews the Directors’ 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. To help align Board and shareholder interests, Directors are encouraged to own Johnson Controls ordinary shares or their equivalent, with the guideline set at five times the annual cash retainer. Directors are expected to attain this minimum share ownership guideline within five years of joining the Board. Once a Director satisfies the minimum share ownership recommendation, the Director will remain qualified, regardless of market fluctuations, under the guideline as long as the Director does not sell any shares. Mr. Oliver receives no additional compensation for service as a Director. Director Independence To maintain its objective oversight of management, the Board consists of a substantial majority of independent Directors. Our Board annually determines the independence of each Director and nominee for election as a Director based on a review of the information provided by the Directors and the executive officers and a survey by our legal and finance departments. The Board makes these determinations under the NYSE Listed Company Manual’s independence standards and our Corporate Governance Guidelines, which are more restrictive than the NYSE independence standards. Independent Directors:

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    | • | are not former officers or employees of Johnson Controls or its subsidiaries or affiliates, nor have they served in that capacity within the last five years; |

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    | • | have no current or prior material relationships with Johnson Controls aside from their directorship that could affect their judgment; |

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    | • | have not worked for, nor have any immediate family members that have worked for, been retained by, or received anything of substantial value from Johnson Controls aside from his or her compensation as a Director; |

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    | • | have no immediate family member who is an officer of Johnson Controls or its subsidiaries or has any current or past material relationship with Johnson Controls; |

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    | • | do not work for, nor does any immediate family member work for, consult with, or otherwise provide services to, another publicly traded company on whose board of directors Johnson Controls’ CEO or other senior executive serves; |

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    | • | do not serve as, nor does any immediate family member serve as, an executive officer of any entity with respect to which Johnson Controls’ annual sales to, or purchases from, exceed the greater of two percent of either entity’s annual revenues for the prior fiscal year or $1,000,000; |

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    | • | do not serve, nor does any immediate family member serve, on either the board of directors or the compensation committee of any corporation that employs either a nominee for director or a member of the immediate family of any nominee for director; and |

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    | • | do not serve, nor does any immediate family member serve, as a director, trustee, executive officer or similar position of a charitable or non-profit organization with respect to which the company or its subsidiaries made charitable contributions or payments in excess of the greater of $1,000,000 or two percent of such organization’s charitable receipts in the last fiscal year. |

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    Directors meet stringent definitions of independence and for those Directors that meet this definition, the Board will make an affirmative determination that a Director is independent. The Board has determined that all of the Director nominees, with the exception of Mr. Oliver, meet these standards and are therefore independent of the Company. Governance of the Company › Director Service Director Service Directors are elected by an affirmative vote of a majority of the votes cast (in person or by proxy) by shareholders at the Annual General Meeting. They are elected to serve for one-year terms (except in instances where a Director is elected during a special meeting), ending after completion of the next succeeding Annual General Meeting. If a Director resigns or otherwise terminates his or her directorship prior to the next Annual General Meeting, the Board may appoint an interim Director until the next Annual General Meeting. Any nominee for Director who does not receive an affirmative vote of a majority of votes cast (in person or by proxy) by shareholders at the Annual General Meeting is not elected to the Board. Each Director is required to tender their resignation from the Board at the Annual General Meeting following his or her 75th birthday. The rotation of committee chairs and members is considered on an annual basis to ensure diversity of Board member experience and variety of perspectives across the committees, but there is no strict committee chair rotation policy. Any changes in committee chair or member assignments are made based on committee needs, Director interests, succession planning, experience and availability, and applicable regulatory and legal considerations. Moreover, the value of rotation is weighed carefully against the benefit of committee continuity and experience. Directors are also expected to inform the Governance and Sustainability Committee of any significant change in their employment or professional responsibilities and are required to offer their resignation to the Board in the event of such a change. This allows for discussion with the Governance and Sustainability Committee to determine if it is in the mutual interest of both parties for the Director to continue on the Board. The Governance and Sustainability Committee is responsible for the review of all Directors and where necessary will take action to recommend to shareholders the removal of a Director for performance, which requires the affirmative vote of a majority of the votes represented (in person or by proxy) at a duly called shareholder meeting. Nomination of Directors and Board Diversity The Governance and Sustainability Committee, in accordance with the Board’s governance principles, seeks to create a Board that, as a whole, is strong in its collective knowledge and has a diversity of skills and experience with respect to vision and strategy, management and leadership, business operations, business judgment, crisis management, risk assessment, industry knowledge, accounting and finance, corporate governance and global markets. Although the Johnson Controls Board does not have a specific policy or requirement regarding diversity, the Board regards diversity as an important factor in evaluating the overall composition of the Board and when selecting Director nominees. The Board takes into account the current composition and diversity of the Board (including diversity with respect to race, gender, national origin and ethnicity) and the extent to which a candidate’s particular expertise and experience will complement the expertise and experience of other Directors. The Governance and Sustainability Committee also considers whether the Board has an appropriate combination of professional experience, skills, exposure to international markets, knowledge and variety of viewpoints and backgrounds in light of Johnson Controls’ current and expected future needs. In addition, the Governance and Sustainability Committee believes that it is desirable for new candidates to contribute to a variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences. The Governance and Sustainability Committee periodically reviews these criteria and qualifications to determine any need to revise such criteria and qualifications based upon corporate governance best practices and Johnson Controls’ needs at the time of the review. The current composition of our Board and Director nominees reflects these ongoing efforts and the continued importance of a diversity of skills, backgrounds, characteristics and experience to the Board. General criteria for the nomination of Director candidates include:

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    | • | The highest ethical standards and integrity |

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    | • | A willingness to act on and be accountable for Board decisions |

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    | • | An ability to provide wise, informed and thoughtful counsel to executive leadership on a range of issues |

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    | • | Diversity of expertise and experience as well as diversity with respect to race, gender and ethnicity |

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    | • | A history of achievement that reflects superior standards for themselves and others |

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    | • | Loyalty and commitment to driving the success of the Company |

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    | • | An ability to take tough positions while at the same time working as a team player |

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    | • | Individual backgrounds that provide a portfolio of experience and knowledge commensurate with the Company’s needs |

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    Governance of the Company › Nomination of Directors and Board Diversity The Company also strives to have all non-employee Directors be independent. In addition to having such Directors meet the NYSE definition of independence, the Board has set its own more rigorous standard of independence. The Governance and Sustainability Committee must also ensure that the members of the Board as a group maintain the requisite qualifications under NYSE listing standards for populating the Audit, Compensation and Talent Development and Governance and Sustainability Committees. In addition, the Governance and Sustainability Committee ensures that each member of the Compensation and Talent Development Committee is a “Non-Employee” Director as defined in the Securities Exchange Act of 1934 and is an “outside director” as defined in section 162(m) of the U.S. Code. As provided in its charter, the Governance and Sustainability Committee will consider Director candidates recommended by shareholders. To recommend a Director candidate, a shareholder should write to Johnson Controls’ Secretary at Johnson Controls’ current registered address: One Albert Quay, Cork, Ireland, T12 X8N6. Such recommendation must include:

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    | • | The name and address of the candidate |

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    | • | A brief biographical description, including his or her occupation for at least the last five years, and a statement of the qualifications of the candidate, taking into account the qualification requirements set forth above |

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    | • | The candidate’s signed consent to serve as a Director if elected and to be named in the proxy statement |

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    | • | Evidence of share ownership of the person making the recommendation |

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    | • | All information required by Article 62 of our Memorandum and Articles of Association to be included in notices for any nomination by a shareholder of an individual for election to the Board |

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    The recommendation must also follow the procedures set forth in Articles 54 through 68 of our Memorandum and Articles of Association to be considered timely and complete in order to be considered for nomination to the Board. To be considered by the Governance and Sustainability Committee for nomination and inclusion in the Company’s Proxy Statement for the 2025 Annual General Meeting, shareholder recommendations for Director must be received by Johnson Controls’ Corporate Secretary no later than September 21, 2024. Once the Company receives the recommendation, the Company may deliver a questionnaire to the candidate that requests additional information about the candidate’s independence, qualifications and other information that would assist the Governance and Sustainability Committee in evaluating the candidate, as well as certain information that must be disclosed about the candidate in the Company’s proxy statement, if nominated. Candidates must complete and return the questionnaire within the time frame provided to be considered for nomination by the Governance and Sustainability Committee. To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of Director nominees other than the Company’s nominees must also provide the additional information required by Rule 14a-19(b) under the Exchange Act. Such additional information must be received by Corporate Secretary at the Company’s registered address by no later than January 13, 2025. No candidates were recommended by shareholders in connection with the 2024 Annual General Meeting. The Governance and Sustainability Committee from time to time employs an unrelated search firm to assist the Committee in Identifying candidates for Director when a vacancy occurs. The Governance and Sustainability Committee also receives suggestions for Director candidates from Board members. All of our nominees for Director other than Mr. Archer and Mr. Kotagiri are current members of the Board. In evaluating candidates for Director, the Governance and Sustainability Committee uses the qualifications described above, and evaluates shareholder candidates in the same manner as candidates from all other sources. In 2023, the Board engaged Egon Zehnder to assist it in identifying director candidates possessing a diversity of skills and experience in line with the Company’s strategic vision and the Board’s director nomination criteria. Members of the Governance and Sustainability Committee and the full Board evaluated and met with several candidates to identify potential director nominees. In connection with this process, Timothy Archer and Swamy Kotagiri were recommended for nomination to serve as Directors by the Board with the support of the Governance and Sustainability Committee. Based on the Governance and Sustainability Committee’s evaluation of the current Directors and director candidates each nominee was recommended for election. Other Directorships, Conflicts and Related Party Transactions We recognize the importance of having Directors with significant experience in other businesses and activities; however, Directors are expected to ensure that other commitments, including outside board memberships (including board leadership roles), do not interfere with their duties and responsibilities as members of the Johnson Controls’ Board. In order to provide Governance of the Company › Other Directorships, Conflicts and Related Party Transactions sufficient time for informed participation in their Board responsibilities, non-executive Directors are required to limit their external directorships of other public companies to three and Audit Committee members are required to limit their audit committee membership in other public companies to two. The Board may, in its discretion, waive these limits in special circumstances. When a Director or the CEO intends to serve on another public company board, the Governance and Sustainability Committee is required to be notified. The Governance and Sustainability Committee reviews the possibility of conflicts of interest or time constraints and must approve the CEO’s or Director’s appointment to the outside board. Each Director is required to notify the Corporate Secretary of any potential conflicts. The CEO may serve on no more than one other public company board. The CEO shall resign or retire from the Board upon resigning or retiring from his role as CEO, following a transition period mutually agreed upon between the CEO and the Compensation and Talent Development Committee. The Company has a formal, written procedure intended to ensure compliance with the related party provisions in our Code of Ethics and with our corporate governance guidelines. For the purpose of the policy, a “related party transaction” is a transaction in which we participate and in which any related party has a direct or indirect material interest, other than ordinary course, arms-length transactions of less than 1% of the revenue of the counterparty. Transactions exceeding the 1% threshold, and any transaction involving consulting, financial advisory, legal or accounting services that could impair a Director’s independence, must be approved in advance by our Governance and Sustainability Committee. Any related party transaction in which an executive officer or a Director has a personal interest, or which could present a possible conflict under the Code of Ethics, must be approved in advance by a majority of disinterested Directors, following appropriate disclosure of all material aspects of the transaction. Under the rules of the Securities and Exchange Commission, public issuers such as Johnson Controls must disclose certain “related person transactions.” These are transactions in which Johnson Controls is a participant where the amount involved exceeds $120,000, and a Director, executive officer or holder of more than 5% of our ordinary shares has a direct or indirect material interest. Although Johnson Controls engaged in commercial transactions in the normal course of business with companies where Johnson Controls’ Directors and Director nominees were employed and served as officers, none of these transactions exceeded 1% of Johnson Controls’ gross revenues and these transactions are not considered to be related party transactions. Code of Ethics We have adopted the Code of Ethics, which applies to all employees, officers, and Directors of Johnson Controls. The Code of Ethics meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K and applies to our CEO, Chief Financial Officer and Chief Accounting Officer, as well as all other employees. The Code of Ethics also meets the requirements of a code of business conduct and ethics under the listing standards of the NYSE. The Code of Ethics is posted on our website at www.johnsoncontrols.com under the heading “Our Company — Ethics and Compliance.” We will also provide a copy of the Code of Ethics to shareholders upon request. We disclose any amendments to the Code of Ethics, as well as any waivers for executive officers or Directors on our website at www.johnsoncontrols.com under the heading “Our Company — Ethics and Compliance.” The Board of Directors annually certifies their compliance with the Code of Ethics. The Company maintains established procedures by which employees may anonymously report a possible violation of the Code of Ethics. The Audit Committee maintains procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters. The Audit Committee also maintains procedures for employees to report concerns regarding questionable accounting or auditing policies or practices on a confidential, anonymous basis. Governance of the Company › Sustainability

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    | Sustainability At Johnson Controls, sustainability is at the heart of our business and fundamental to everything we do. This is a critical time for climate action and we have committed to science-based emission reduction targets for Scopes 1, 2, and 3 by 2030 and achieving net zero emissions for Scopes 1 and 2 by 2040. As a global leader in smart, healthy and sustainable buildings, our 100,000 employees across more than 150 countries reimagine the performance of buildings and provide innovative products and services that make spaces healthier for those that occupy them and empower customers and communities to consume less energy and conserve resources. We believe our leadership across environmental, social and governance (ESG) issues ultimately creates long-term benefits for our customers, employees, shareholders, and society. The management of Johnson Controls is responsible for | | | developing our overall mission and strategic plan on an enterprise and business level. Our Board of Directors retains oversight authority – defining and overseeing the implementation of, and compliance with, standards of accountability and monitoring the effectiveness of management policies and decisions to ensure the company is managed in such a way to achieve its objectives. | |

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    Our Enterprise ESG Governance Program includes four levels of oversight: Board of Directors, Executive Committee, ESG Leadership Committee, and Enterprise ESG Workstreams. All sustainability topics and associated strategies, targets, and metrics fall into one of six ESG Workstreams: climate; product stewardship; sustainable value chain; diversity, equity, and inclusion; social impact; and governance. Ambitious vision. Impactful, measurable results. Our Enterprise ESG Workstreams further both our long-term strategy and the achievement of our annual commitments.

  141. Looking forward to 2024

    | | Climate Our business transformation includes commitments to reduce our impact on the environment and ensure our supply chain is doing the same. By 2030, we have committed to cut our Scope 1 and 2 absolute emissions by 55% and Scope 3 absolute emissions from our products in use by 16% against a 2017 baseline year. |

  142. Looking forward to 2024

    We believe we are well-ahead of our scope 1 and 2 and scope 3 commitments as of 2023 with seven more years until the commitment date of 2030. Our emissions reduction targets have been approved by the Science Based Targets initiative. We are committed to achieving Net Zero Scope 1 and 2 emissions by 2040 in alignment with The Climate Pledge and to source 100% renewable electricity globally by 2040. Our carbon transition strategy for Scope 1 and 2 emissions is comprised of four pillars: (1) global facility decarbonization; (2) refrigerant loss reduction; (3) fleet emission reduction through efficiency and electrification; and (4) a transition to renewable electricity. The key strategies for Scope 3 emissions reduction are linked to our product stewardship strategy where we develop and commercialize low-carbon, energy efficient products and digital solutions to further reduce customer emissions.

  143. Looking forward to 2024

    | | Product Stewardship As a global leader in the built environment, delivering sustainable products and solutions is core to helping our customers decarbonize their building portfolios. Our OpenBlue Net Zero Buildings-as-a-Service is a solution for companies looking to achieve net zero carbon buildings and renewable energy goals. We offer industry-leading net-zero advice, as well as one-source turnkey access to the full spectrum of our products. In 2023, we also |

  144. Looking forward to 2024

    launched new chillers with the ultra-low GWP refrigerant R-1234ze for the North America market. Our four-part strategy includes: (1) development of low-carbon energy efficient products, (2) enhancing our services and digital solutions, (3) reduction of the carbon footprint of our products to enable customers to build net zero embodied carbon facilities, and (4) engagement with our suppliers to build sustainable roadmaps for decarbonization. Governance of the Company › Ambitious vision. Impactful, measurable results.

  145. Looking forward to 2024

    | | Sustainable Supply Chain In 2023, we launched our supplier sustainability program with EcoVadis, a globally recognized sustainability assessment ratings agency. Their systematic ratings program evaluates suppliers across environment, labor and human rights, ethics, and sustainable procurement practices. In one year, nearly 1,600 of our suppliers, representing 37% of our total supplier spend, have been evaluated through the EcoVadis tool. The EcoVadis |

  146. Looking forward to 2024

    rating is included on our supplier scorecards and equal to cost, quality, and delivery in supplier performance evaluations. We are proud to have received a Platinum rating from EcoVadis, joining the top 1% of more than 100,000 companies assessed across environment, labor, human rights, ethics, and sustainable procurement practices. Our sustainable supply chain initiatives identify diverse suppliers and integrate them into our procurement processes, including category strategies, sourcing board events, and supplier development activities.

  147. Looking forward to 2024

    | | Diversity, Equity, and Inclusion We understand our role in empowering employees to bring their authentic selves to work each day, which in turn adds value, fosters creativity, and inspires change across the organization. Our diversity, equity and inclusion mission, vision and roadmap continue to inform our strategies and drive business objectives, further enabling our culture of inclusion to succeed. At Johnson Controls, every employee is empowered to take an |

  148. Looking forward to 2024

    active role in creating a culture that values uniqueness, celebrates creativity, and drives innovation. We continue to create an environment where our rich culture of inclusion will drive the right mindsets and behaviors, unlock engagement, accelerate productivity, and foster innovation, leading to exceptional customer outcomes. Our Business Resource Groups are open to all employees and typically consist of employees who share similar interests, backgrounds, experiences, and characteristics. These employee-driven groups connect with and support one another while providing a safe environment for respectful dialogue that encourages progress and growth. Our Business Resource Groups made tremendous progress in membership throughout 2023. In 2023, new membership increased by 36 percent and overall membership increased by 8 percent. In 2023, we are proud to have been named to TIME’s World’s Best Companies 2023, Sustainability Magazine’s 2023 Top 100 Companies, Forbes Best Employers for Women 2023, and Newsweek’s America’s Greatest Workplaces for Diversity 2023.

  149. Looking forward to 2024

    | | Social Impact We are committed to advancing the well-being of our communities and our planet and supporting smart, healthy and sustainable tomorrows. Since its inaugural year in 2021, Johnson Controls Community College Partnership Program has been on track to donate up to $15 million by the end of 2026, enabling access to educational programs in the HVAC, fire, security, and digital disciplines. In 2023, the program expanded in North America |

  150. Looking forward to 2024

    and India in cities where we have a significant consumer base and employee presence. Since 2003, our employees have volunteered over 1.92 million hours in local communities, volunteering nearly 46,000 hours in 2023, an increase in volunteer hours by 36% year-over-year. In 2023, we saw the highest volunteer hours in one year in our company’s history. Governance of the Company › Ambitious vision. Impactful, measurable results.

  151. Governance

    For More Information We believe that it is important that Johnson Controls’ stakeholders and others are able to review its corporate governance practices and procedures. Our corporate governance guidelines are embodied in a formal document that has been approved by Johnson Controls’ Board of Directors. It is available on our website at www.johnsoncontrols.com under the heading “Investors-Corporate Governance.” We will also provide a copy of the corporate governance principles to shareholders upon request. Our corporate governance guidelines and general approach to corporate governance as reflected in our Memorandum and Articles of Association and our internal policies and procedures are guided by U.S. practice and applicable federal securities laws and regulations and NYSE requirements. Although we are an Irish public limited company, we are not subject to, nor have we adopted, the U.K. Corporate Governance Code or any other non-statutory Irish or U.K. governance standards or guidelines. While there are many similarities and overlaps between the U.S. corporate governance standards applied by us and the U.K. Corporate Governance Code and other Irish/U.K. governance standards or guidelines, there are differences, in particular relating to the extent of the authorization to issue share capital and effect share repurchases that may be granted to the Board and the criteria for determining the independence of Directors. Governance of the Company › Compensation of Non-Employee Directors COMPENSATION OF NON-EMPLOYEE DIRECTORS Non-employee Director compensation for fiscal year 2023 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 Lead Director received an additional $40,000 and the chairs of each standing committee received an additional fee of $25,000. A Director who is also an employee receives no additional remuneration for services as a Director. In fiscal year 2023, 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 2024. The Board believes that the compensation of its non-employee Directors is reasonable, appropriate and consistent with market practice.

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    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Current Directors | | | | | Ms. Jean Blackwell (GC) | $170,000 | $180,000 | $350,000 | | Mr. Pierre Cohade | $145,000 | $180,000 | $325,000 | | Mr. Michael E. Daniels (CC) | $170,000 | $180,000 | $350,000 | | Mr. W. Roy Dunbar | $145,000 | $180,000 | $325,000 | | Ms. Gretchen R. Haggerty (AC) | $170,000 | $180,000 | $350,000 | | Dr. Ayesha Khanna | $82,167 | $180,000 | $262,167 | | Ms. Simone Menne | $145,000 | $180,000 | $325,000 | | Mr. Jürgen Tinggren (L) | $185,000 | $180,000 | $365,000 | | Mr. Mark Vergnano | $145,000 | $180,000 | $325,000 | | Mr. John D. Young | $145,000 | $180,000 | $325,000 | | Retired Director | | | | | Mr. R. David Yost | $63,236 | $0 | $63,236 |

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    | (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. |

  154. Governance

    | | (2) Mr. Yost retired from the Board in March 202

  155. Governance

    | Charitable Contributions The Board understands that its members, or their immediate family members, serve as directors, trustees, executives, advisors and in other capacities with a host of other organizations. If Johnson Controls directs a charitable donation to an organization in which a Johnson Controls Director, or their immediate family member, serves as a director, trustee, executive, advisor, or in other capacities with the organization, the Board must approve the donation. Any such donation approved by the Board will be limited to an amount that is less than 2% of that organization’s annual charitable receipts, and less than 2% of Johnson Controls’ total annual charitable contributions. In line with its matching gift policy for employees, Johnson Controls will make an annual matching gift of up to $3,000 for each Director to qualifying charities. COMMITTEES OF THE BOARD The tables below sets forth committee membership as of the end of fiscal year 2023 and meeting information for each of the Board Committ

  156. Governance

    s. | Name | Audit Committee | Governance & Sustainability Committee | Compensation & Talent Development Committee | Executive Committee | Date Elected/ Appointed to Board | | Ms. Jean Blackwell | | Chair | | ● | 06/13/2018 | | Mr. Pierre Cohade | ● | | | | 12/05/2018 | | Mr. Michael E. Daniels | | | Chair | ● | 03/10/2010 | | Mr. W. Roy Dunbar | | | ● | | 06/14/2017 | | Ms. Gretchen R. Haggerty* | Chair | | | ● | 03/07/2018 | | Ms. Ayesha Khanna | | ● | | | 03/08/2023 | | Ms. Simone Menne* | ● | | | | 03/07/2018 | | Mr. George R. Oliver | | | | Chair | 09/28/2012 | | Mr. Jürgen Tinggren (L) | | ● | | ● | 03/05/2014 | | Mr. Mark Vergnano | | | ● | | 09/02/2016 | | Mr. John D. Young | ● | | | | 12/07/2017 | | (L) = Lead Independent Director | | | * Audit Committee Financial Expert |

  157. Governance

    | During fiscal 2023, the full Board met 4 times. All Directors attended at least 75% of the Board and committee meetings on which they serve. The average Director attendance for all board and committee meetings during fiscal 2023 was approximately 99%. The Board’s governance principles provide that Board members are expected to attend each Annual General Meeting in person or virtually. At the 2023 Annual General Meeting, all of our current Board members who were Board members at such time were in attenda

  158. Governance

    e. | Audit Committee | | | Committee Overview ● The Audit Committee monitors the integrity of Johnson Controls’ financial statements, the independence and qualifications of the independent auditors, the performance of Johnson Controls’ internal auditors and independent auditors, Johnson Controls’ compliance with legal and regulatory requirements and the effectiveness of Johnson Controls’ internal controls. The Audit Committee is also responsible for retaining, subject to shareholder approval, evaluating, setting the remuneration of, and, if appropriate, recommending the termination of Johnson Controls’ auditors. The Audit Committee discusses with the independent auditor any critical audit matters. The Audit Committee holds meetings regularly with our independent and internal auditors, the Board, and management to review and monitor the adequacy and effectiveness of reporting, internal controls, and compliance with our Code of Ethics and other policies. The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. ● The Audit Committee operates under a charter approved by the Board. The charter is posted on Johnson Controls’ website at www.johnsoncontrols.com and we will provide a copy of the charter to shareholders upon request. Committee Membership ● The current members of the Audit Committee are Messrs. Cohade and Young and Mses. Haggerty and Menne, each of whom is independent under NYSE listing standards and SEC rules for audit committee members. Ms. Haggerty is the chair of the Audit Committee. The Board has determined that each of Mses. Haggerty and Menne are audit committee financial experts. | Meetings in Fiscal Year 2023

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    | | Governance and Sustainability Committee | | | Committee Overview ● The Governance and Sustainability Committee identifies individuals qualified to become Board members, recommending to the Board the Director nominees for the Annual General Meeting, develops and recommends to the Board a set of corporate governance principles, and plays a general leadership role in Johnson Controls’ corporate governance and the oversight of environmental, social, governance, political, legislative, and public policy trends that could impact the Company. In addition, the Governance and Sustainability Committee oversees our environmental, health and safety management system and enterprise risk assessment activities, including the oversight of cybersecurity risk. The Governance and Sustainability Committee receives quarterly updates from management on cybersecurity, health and safety and sustainability matters. The Governance and Sustainability Committee reviews the Company’s’ overall sustainability strategy, metrics, targets, goals and progress, as well as the development of new sustainability-based targets. The Governance and Sustainability Committee also oversees and makes recommendations to the Board regarding the compensation of our independent Directors. ● The Governance and Sustainability Committee operates under a charter approved by the Board. The charter is posted on Johnson Controls’ website at www.johnsoncontrols.com and we will provide a copy of the charter to shareholders upon request. Committee Membership ● The current members of the Governance and Sustainability Committee are Mses. Blackwell and Khanna and Mr. Tinggren. Ms. Blackwell is the Chair of the Governance and Sustainability Committee. The Board of Directors has determined that each of the current and former members of the Governance and Sustainability Committee is independent under NYSE listing standards. | Meetings in Fiscal Year 2023

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    | | Compensation and Talent Development Committee | | | Committee Overview ● The Compensation and Talent Development Committee reviews and approves compensation and benefits policies and objectives, determines whether Johnson Controls’ officers, Directors and employees are compensated according to these objectives, and assists the Board in carrying out certain of its responsibilities relating to the compensation of Johnson Controls’ executives. The Compensation and Talent Development Committee also reviews the talent development and succession plans for the CEO and other senior leadership positions, our human capital management practices, policies, strategies and goals, our senior leadership pipeline development, including the recruitment, development and retention of senior leadership talent, and our diversity and inclusion initiatives and progress. ● The Compensation and Talent Development Committee operates under a charter approved by the Board. The charter is posted on Johnson Controls’ website at www.johnsoncontrols.com and we will provide a copy of the charter to shareholders upon request. Committee Membership ● The current members of the Compensation and Talent Development Committee are Messrs. Daniels, Dunbar and Vergnano. The Board of Directors has determined that each of the current and former members of the Compensation and Talent Development Committee is independent under NYSE listing standards. In addition, each member is a “Non-Employee” Director as defined in the Securities Exchange Act of 1934 and is an “outside director” as defined in section 162(m) of the U.S. Code. For more information regarding the Compensation and Talent Development Committee’s roles and responsibilities, see the Compensation Discussion and Analysis. | Meetings in Fiscal Year 2023

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    | | Executive Committee | | | Committee Overview ● The Executive Committee assists the Board in fulfilling its oversight responsibility with its review and monitoring of major corporate actions including external corporate development activities, business portfolio optimization, capital appropriations and capital expenditures. ● The Executive Committee operates under a charter approved by the Board. The charter is posted on Johnson Controls’ website at www.johnsoncontrols.com and we will provide a copy of the charter to shareholders upon request. Committee Membership ● The current members of the Executive Committee are Mses. Blackwell and Haggerty and Messrs. Daniels, Oliver and Tinggren. Mr. Oliver is the chair of the Executive Committee. | Meetings in Fiscal 2023

  162. Governance

    | Compensation Committee Interlocks and Insider Participation During fiscal year 2023, Messrs. Daniels, Dunbar and Vergnano served on the Compensation and Talent Development Committee. None of the members of the Compensation and Talent Development Committee during fiscal year 2023, or as of the date of this Proxy Statement, is or has been an officer or employee of the Company and no executive officer of the Company served on the compensation committee or board of any company that employed any member of the Company’s Compensation and Talent Development Committee or Board of Directors. COMPENSATION DISCUSSION & ANALYSIS At Johnson Controls we are leading the buildings transformation by creating spaces and places that advance safety and security, improve well-being, achieve climate goals, and lower costs. As the global leader in smart, healthy and sustainable buildings, our mission is to reimagine the performance of buildings and how they operate. With industry leading digital solutions, building automation and efficient heating and cooling systems, we help customers save energy and reduce emissions. We continue to advance safety with world class fire detection and protection, and smart security systems. Supporting customers as they accelerate their journey toward a smart, healthy, and sustainable future requires a world class team working with the highest levels of integrity, purpose, and passion. To ensure we succeed with a high-performance culture, our compensation programs are designed to reward our employees, including our executive officers, accordingly. This Compensation Discussion & Analysis (the “CD&A”) section of our Proxy Statement sets out the mechanics of our executive compensation program, in particular its application and outcomes in respect of fiscal 2023, ending September 30, 2023. 2023 Named Executive Officers (“NE

  163. Governance

    ”) | Named Executive Officer | Title | | George R. Oliver | Chairman & Chief Executive Officer | | Olivier Leonetti(1) | Executive Vice President & Chief Financial Officer | | Lei Schlitz | Vice President & President — Global Products | | Julie Brandt | Vice President & President — Building Solutions North America | | Rodney Clark(2) | Former Vice President & Chief Commercial Offic

  164. Governance

    | | 1 | Mr. Leonetti’s employment with the Company will terminate the day immediately following the date the Company files its Form 10-Q for the fiscal quarter ended December 31, 20

  165. Governance

    | | 2 | Mr. Clark separated from the Company effective as of October 31, 20

  166. Governance

    | EXECUTIVE SUMMARY Fiscal 2023 Priorities and Performance At Johnson Controls, we are accelerating the pace of building transformation changing buildings from static entities into smart, strategic assets. Over the past few years, we have led the way globally in innovation and technology that powers smart, healthy, and sustainable buildings, transforming the environments where people live work and play. Sustainability remains at the heart of our business, and our customers continue to look to us to provide advanced sustainable solutions that solve their own unique needs while advancing their business goals. While global conditions remain uncertain, we are confident in the fundamentals we have built across our business. We continue to expand on the solid foundation that we have built with strong order momentum and a record backlog driving consistent top line growth. We have made great progress enhancing our profitability across our portfolio and we have significant actions underway that we believe will result in further margin expansion. Notably

  167. Governance

    e: | • | Grew sales 6% overall and 8% organically to $26.8 billio

  168. Governance

    | | • | Delivered strong service revenue and order growth as our value proposition and digital offerings gain momentu

  169. Governance

    | | • | Achieved strong growth and margin expansion as we continued to adapt to significant supply chain disruptio

  170. Governance

    | | • | Delivered full-year GAAP EPS of $2.69 and adjusted EPS of $3.50, up 17% versus prior yea

  171. Governance

    | | • | Achieved cash provided by operating activities from continued operations of $2.2 billion and free cash flow of $1.8 billion, a 30% increase versus the prior yea

  172. Governance

    | | • | Returned $1.6 billion to shareholders through buybacks and dividends; a

  173. Governance

    | | • | Ended fiscal 2023 with a record backlog of $12.1 billion, a 9% increase versus prior yea

  174. Governance

    | While we are both proud of and encouraged by our performance in fiscal 2023, we believe in holding ourselves accountable in-line with our pay-for-performance philosophy. We set ambitious and challenging goals under our Annual Incentive Performance Program (“AIPP”) and fiscal 2021-2023 performance share unit awards designed to incentivize and reward above-market performance. While we experienced success in driving results, growing revenue, driving service growth, regaining margin strength, generating long-term earnings growth, achieving strong total shareholder return and positioning ourselves for the future, we also experienced challenges with three-year Pre-Tax Earnings Growth and Pre-Tax ROIC Compensation Discussion & Analysis › Fiscal 2023 Priorities and Performance performance under target and free cash flow conversion performance below threshold, with working capital being negatively impacted the past two years by supply chain inefficiencies, continued strong demand and reinvestment in our business to drive growth. As a result, our performance under our fiscal 2023 AIPP resulted in a below target payment and our fiscal 2021-2023 performance share unit awards vested at slightly above target, reflecting our commitment to strong performance and accountability embedded in our compensation programs. We are at the beginning of an era that will be defined by deep decarbonization and sustainability. We believe we are well positioned to be an important contributor toward empowering customers in every industry to create sustainable, healthy and safe spaces for people and the planet. We are positioned for success through our strong foundation as we continue to build on opportunities to enhance our business from our margin profile, free cash flow generation, and revenue growth through the digitization of our service offerings. It is all about execution as we look ahead and we are confident in our global team’s ability to deliver value and results for our customers and shareholders. * See Annex A to this Proxy Statement for a reconciliation of adjusted EPS from continuing operations, organic revenue and free cash flow to our results for the most directly comparable financial measure as reported under GAAP in the United States. Fiscal 2023 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 annual incentives being earned below target and fiscal 2021-2023 Performance Share Unit (“PSU”) awards being earned above target. In fiscal 2023, our Annual Incentive Performance Program (“AIPP”) continued to be aligned with our Environmental, Social and Governance (“ESG”) goals. We link executive compensation to our sustainability and diversity objectives to drive individual leadership accountability. Each NEO had an individual contribution modifier applied to their annual incentive award calculation, considering actions and behaviors related to business financial performance, operational improvements, and maintaining a high-performance culture including ESG, Diversity Equity and Inclusion (“DEI”), and employee experie

  175. Governance

    | Fiscal 2023 annual incentive awards paid out at 73.9% of target for the NEOs See page 59 for details |

  176. Governance

    | Fiscal 2021-2023 PSU awards subject to a three-year performance period concluding September 30, 2023 paid out at 106.1% of target. See page 62 for details |

  177. Governance

    | • | 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; |

  178. Governance

    | Shareholder Engagement | The Company continued its yearly shareholder outreach efforts, offering meetings to our top 25 shareholders, representing over 60% of the Company’s outstanding shares. Meetings were requested by and held with four shareholders, representing approximately 11% of the Company’s outstanding shares. These meetings provided the Company with valuable feedback on the Company’s compensation and governance practices. In addition, several shareholders declined requests for meetings, noting that engagement was unnecessary due to no significant concerns with our compensation or governance practices. | | | Feedback indicated that investors continue to be comfortable with the general structure and operation of our executive compensation program. Investors provided valuable comments and perspectives on the Company’s governance, risk and compensation practices and were generally supportive of the Company’s approach in these areas. Investors also expressed their approval of the Company’s corporate responsibility and sustainability efforts. These topics are discussed in detail on page 39 of our Proxy Statement. | | FY23 Compensation Committee Actions | The Committee took the following actions relating to our executive compensation pay programs: | | | The Committee modified our compensation recoupment policy to comply with the SEC’s recently issued regulations on the recovery of erroneously awarded compensation and the related NYSE listing standards. Our policy as modified: (1) provides for the mandatory recoupment of incentive compensation for financial restatements in line with NYSE and SEC standards, (2) continues to allow the discretionary recoupment of incentive based and equity compensation for misconduct that has the potential to cause material reputational harm and (3) allows for the discretionary recoupment of certain compensation from culpable individuals in certain circumstances involving the United States Department of Justice. | | | As part of its continued monitoring of and response to trends and developments with respect to equity award grant practices, the Committee established an Equity Award Grant Policy. The Policy describes our delegated authority to grant equity awards, codifies pre-existing equity award practices, and establishes standardized schedules for granting equity awards. Our 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 we maintain appropriate policies and practices with respect to equity award grants. |

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    | Executive Compensation Framework | Executive Compensation Philosophy and Principles | Elements of Executive Compensation | Page 50 | | 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 52 | | Fiscal 2023 Compensation Decisions and Outcomes | Base Salary | Annual Incentive Performance Program | Long-Term Equity Incentive Awards | New Hire Awards | Page 56 | | 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 | Page 64 |

  180. Governance

    | 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., clawback) policy that exceeds regulatory requirements ✓ 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 |

  181. Governance

    | Element | Purpose | Performance Alignment | Recent Changes | | Base Salary | Recognize role scope, skills required, performance, contribution, leadership, and potential | Individual performance taken into account when considering changes | Mr. Leonetti received a 5.2% base salary increase recognizing performance and alignment with competitive market position. The other NEOs did not receive increases in their base salaries for fiscal 2023. | | 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%) | Continue to use individual contribution modifier for the NEOs to incentivize and reward leadership behaviors and actions related to achievement of ESG, DEI and employee experience goals. | | 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 restricted share units (“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 Options vest 50% after two years and 50% after three years; RSUs vest equally over three years | Mr. Leonetti received an 10.3% increase in his target long-term incentive compensation awards to provide more competitive pay positioning. The other NEOs did not receive increases in their target long-term incentive compensation for fiscal 2023. |

  182. Governance

    | Fiscal 2023 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* |

  183. Governance

    | (*) | The Committee also referenced a subset of the compensation peers (the “select peer group”) marked above with the addition of Lennox International, Siemens Aktiengesellschaft, and Schneider Electric S.E. to provide additional context when setting performance goals under Johnson Controls’ performance-based incentive programs for fiscal 2023. These 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. |

  184. Governance

    The same metrics and overall strategic modifier apply to all NEOs. Payment is capped at 200%. Compensation Discussion & Analysis › Fiscal 2023 AIPP Performance Fiscal 2023 AIPP Performance While we experienced success in driving results, growing revenue, regaining margin strength, and positioning ourselves for the future, we were not able to fully achieve some of the ambitious goals we set for ourselves. In particular, continued supply chain inefficiencies, strong demand and reinvestment in our business to drive growth resulted in weaker-than-expected free cash flow conversion. This was evidenced through over target EBIT growth of 16.9% and revenue growth of 8.1% and below threshold performance free cash flow conversion at 76%. This aggregate performance resulted in financial performance results being earned below target, with financial payout factors of 75.2% of target.

  185. Governance

    | | | Fiscal 2023 Performance Goals | | | | Payout Factor | | | Financial Performance Metric | Weight | Threshold | Target | Maximum | Actual | Unweighted | Weighted | | EBIT Growth | 1/3 | 6.0% | 15.0% | 23.0% | 16.9% | 123.75% | | | Revenue Growth | 1/3 | 3.0% | 8.0% | 13.0% | 8.1% | 102% | 75.2% | | Enterprise Free Cash Flow Conversion | 1/3 | 80% | 85% | 100% | 76% | 0% | |

  186. Governance

    | NEO | Target Opportunity (% salary) | Target Opportunity | Financial and Strategic Payout Factor | Business Unit Modifier | Individual Modifier | Total Payout Factor | Fiscal 2023 Annual Incentive Award | | George R. Oliver | 160% | $2,400,000 | 73.9% | 100% | 100% | 73.9% | $1,773,600 | | Olivier Leonetti | 100% | $815,000 | 73.9% | 100% | 100% | 73.9% | $602,285 | | Lei Schlitz(1) | 90% | $613,418 | 73.9% | 100% | 100% | 73.9% | $453,316 | | Julie Brandt(2) | 90% | $300,329 | 73.9% | 100% | 100% | 73.9% | $221,943 | | Rodney Clark | 90% | $675,000 | 73.9% | 100% | 100% | 73.9% | $498,825 |

  187. Governance

    | (1) Ms. Schlitz’s target opportunity and payout were prorated 87.95% based on the number of days worked within fiscal 2023. |

  188. Governance

    | (2) Ms. Brandt’s target opportunity and payout were prorated 47.67% based on the number of days worked within fiscal 2023. |

  189. Governance

    Compensation Discussion & Analysis › 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 2023, 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.

  190. Governance

    | Fiscal 2023 Long-term Equity Grant | | | | | | NEO | Target Value of Share Options | Target Value of RSUs | Target Value of PSUs | Total Target Value of Award | | George R. Oliver | $2,750,000 | $2,750,000 | $5,500,000 | $11,000,000 | | Olivier Leonetti | $800,000 | $800,000 | $1,600,000 | $3,200,000 | | Lei Schlitz | $687,500 | $687,500 | $1,375,000 | $2,750,000 | | Julie Brandt(1) | — | — | — | — | | Rodney Clark | $650,000 | $650,000 | $1,300,000 | $2,600,000 |

  191. Governance

    | (1) Ms. Brandt did not participate in the long-term incentive program in fiscal 2023 based on her date of hire. |

  192. Governance

    For Fiscal 2023, Mr. Leonetti received a 10.3% increase in his target long-term incentive compensation award to strengthen his competitive pay positioning. Compensation Discussion & Analysis › Fiscal 2023-2025 Performance Share Units Fiscal 2023-2025 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 2023-2025 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.

  193. Governance

    Compensation Discussion & Analysis › Fiscal 2023-2025 Performance Share Units The Committee set the earnings growth and recurring revenue thresholds, targets and maximums for the fiscal 2023-2025 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 2023 PSU performance goals will be disclosed at the conclusion of the three-year performance period.

  194. Governance

    | | | Fiscal 2023-2025 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 |

  195. Governance

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

  196. Governance

    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. Fiscal 2021-2023 Performance Share Units The 2021 – 2023 PSU awards were subject to three independently weighted measures, Pre-tax earnings growth, Pre-tax ROIC and Relative TSR. While we experienced success achieving growth and positioning ourselves for the future, we were not able to fully overcome the impacts of headwinds incurred during the performance period, negatively impacting our ability to fully achieve some of the ambitious goals we set at the onset of fiscal 2021. This was evidenced through strong three-year TSR being offset by achievement of Pre-Tax Earnings Growth and Pre-Tax ROIC at levels below target. Based on cumulative performance over three-years, awards vested at 106.1% of target, reflecting our commitment to pay for performance.

  197. Governance

    | | | Fiscal 2021—2023 Performance Goals | | | | | | | Performance Metric | Weight | Threshold | Target | Maximum | Actual Performance | Results | Weighted Performance | | Pre-tax Earnings Growth(1) | 1/3 | $514 | $1,180 | $1,348 | $993 | 86% | 28.7% | | Pre-tax ROIC(2) | 1/3 | 160 bps | 390 bps | 450 bps | 340 bps | 89% | 29.7% | | TSR Relative to S&P 500 Industrials | 1/3 | ≥ 25th percentile | 50th percentile | ≥ 75th percentile | 61st percentile | 143% | 47.7% | | 2021 – 2023 PSU Final Payout Percentage | | | | | | | 106.1% |

  198. Governance

    Compensation Discussion & Analysis › Fiscal 2023 Share Options and Restricted Share Units Fiscal 2023 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 2023 share options using a Black-Scholes valuation. Their strike price is equal to the closing price of our common 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 grant. RSUs generally vest in equal installments over three years. New Hire Awards During fiscal 2023, we appointed two new executive officers, Lei Schlitz and Julie Brandt, as our Vice President and President, Global Products and Vice President and President, Building Solutions North America, respectively. These two appointments reflected areas of importance to the Company’s transformation and growth strategies, which required hiring externally to procure new skill capabilities. In connection to their appointments, the Committee thoroughly reviewed and approved the compensation packages for Mses. Schlitz and Brandt. These packages were established as part of the negotiation process during their recruitment, and the details of their compensation can be found in the relevant sections of this report. Additionally, to account for the at-risk compensation they relinquished at their previous employers due to their decision to join Johnson Controls, they were granted one-time equity awards and cash awards. The awards comprised a combination of RSUs, vesting over a three-year period, and a one-time cash bonus, collectively reflecting the estimated amount of the compensation being forfeited.

  199. Governance

    | NEO | One-time cash payment | Target value of one-time RSU award | | Lei Schlitz | $900,000 | $3,920,000 | | Julie Brandt | $750,000 | $2,650,000 |

  200. Governance

    Compensation Discussion & Analysis › Additional Information ADDITIONAL INFORMATION Other Executive Compensation Policies To further ensure the alignment of executive interests with those of our shareholders, the Committee has approved additional compensation-related policies that apply to our NEOs. Share Ownership Guidelines NEOs are required to hold specified amounts of Johnson Controls shares. If an executive does not meet the minimum guideline within five years, they cannot sell any shares until they meet the requirement. Until the guideline is met, executives are required to retain after-tax shares resulting from an exercise of share options and must retain shares resulting from the vesting of RSUs and PSUs. All shares directly or indirectly owned by, and unvested RSUs granted to, NEOs count towards the requirement. Share options and non-vested PSUs do not count toward the requirement. At the end of fiscal 2023, all NEOs were in compliance with their ownership requirements or had additional time to meet the minimum guideline, demonstrating the strong alignment of interests between our NEOs and Johnson Controls’ stakeholders.

  201. Governance

    The CEO is encouraged to use the corporate aircraft for both business and personal use to enhance his productivity, maintain confidentiality, ensure personal security and protect his health and wellbeing particularly during the pandemic. The Committee has limited the CEO’s annual personal usage of company aircraft to an annual incremental cost of $200,000. Any such 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. Compensation Discussion & Analysis › 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.

  202. Governance

    | | 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) • For awards granted after March 10, 2021, 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 number of months worked during 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 | |

  203. Governance

    | Name and Principal Position | Year ($) | Salary ($)(1) | Bonus ($)(2) | Stock/Unit Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (i) | (j) | | George Oliver Chairman & Chief Executive Officer | 2023 | 1,500,000 | — | 9,301,583 | 2,749,983 | 1,773,600 | 557,480 | 15,882,646 | | | 2022 | 1,500,000 | — | 9,007,740 | 2,749,982 | 1,924,800 | 504,680 | 15,687,202 | | | 2021 | 1,500,000 | — | 7,628,115 | 2,374,997 | 4,293,600 | 373,476 | 16,170,188 | | Olivier Leonetti (7) Executive Vice President & Chief Financial Officer | 2023 | 815,000 | — | 2,705,829 | 799,984 | 602,285 | 72,423 | 4,995,521 | | | 2022 | 775,000 | — | 2,374,653 | 724,991 | 621,550 | 37,700 | 4,533,894 | | | 2021 | 740,012 | — | 2,087,666 | 649,996 | 1,323,881 | 29,651 | 4,831,206 | | Lei Schlitz (8) Vice President & President, Global Products | 2023 | 685,577 | 900,000 | 6,245,277 | 687,482 | 453,316 | 39,013 | 9,010,665 | | Julie Brandt (9) Vice President & President, Building Solutions North America | 2023 | 336,538 | 750,000 | 2,649,934 | — | 221,943 | 7,212 | 3,965,627 | | Rodney Clark (10) Former Vice President, Chief Commercial Officer | 2023 | 750,000 | — | 2,198,438 | 649,988 | 498,825 | 44,668 | 4,141,919 | | | 2022 | 250,962 | 2,400,000 | 3,899,988 | — | 180,944 | 5,019 | 6,736,913 |

  204. Governance

    | (6) Change In Pension Value and Non-Qualified Deferred Compensation Earnings: No named executive officer participated in any defined benefit pension plan or received preferential or above market earnings on nonqualified deferred compensation during fiscal 2023. |

  205. Governance

    uring fiscal 2023. | | (7) Mr. Leonetti’s employment with the Company will terminate the day immediately following the date the Company files its Form 10-Q for the fiscal quarter end

  206. Governance

    December 31, 2023. | | (8) Ms. Schlitz was appointed as Vice president and President, Global Products effectiv

  207. Governance

    on November 14, 2022 | | (9) Ms. Brandt was appointed as Vice President and President, Building Solutions North America effe

  208. Governance

    ive on April 10, 2023 | | (10) Mr. Clark separated from the Com

  209. Governance

    ny on October 31, 2023 | Compensation Discussion & Analysis › Fiscal 2023 Grants of Plan-Based Awards Table Fiscal 2023 Grants of Plan-Based Awards Table The following table summarizes cash-based and equity-based awards for each of the NEOs that we

  210. Governance

    granted in fiscal 2023. | | | 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) | | Name (a) | Grant Date (b) | Threshold ($)(c)(1) | Target ($)(d)(1) | Maximum ($)(e)(1) | Threshold ($)(f)(2) | Target ($)(g)(2) | Maximum ($)(h)(2) | | | | | | George Oliver | N/A(7) | 400,000 | 2,400,000 | 4,800,000 | | | | | | | | | | 12/08/2022 | | | | | | | | 151,015 | 66.77 | 2,749,983 | | | 12/08/2022 | | | | | | | 41,186 | | | 2,749,989 | | | 12/08/2022 | | | | 13,729 | 82,372 | 164,744 | | | | 6,551,594 | | Olivier Leonetti | N/A(7) | 135,833 | 815,000 | 1,630,000 | | | | | | | | | | 12/08/2022 | | | | | | | | 43,931 | 66.77 | 799,984 | | | 12/08/2022 | | | | | | | 11,981 | | | 799,971 | | | 12/08/2022 | | | | 3,994 | 23,962 | 47,924 | | | | 1,905,858 | | Lei Schlitz | N/A(7) | 102,236 | 613,418 | 1,226,836 | | | | | | | | | | 11/14/2022 | | | | | | | 59,773 | | | 3,919,914 | | | 12/08/2022 | | | | | | | | 37,753 | 66.77 | 687,482 | | | 12/08/2022 | | | | | | | 10,296 | | | 687,464 | | | 12/08/2022 | | | | 3,432 | 20,593 | 41,186 | | | | 1,637,899 | | Julie Brandt | N/A(7) | 50,055 | 300,329 | 600,658 | | | | | | | | | | 04/10/2023 | | | | | | | 47,018 | | | 2,649,934 | | Rodney Clark | N/A(7) | 112,500 | 675,000 | 1,350,000 | | | | | | | | | | 12/08/2022 | | | | | | | | 35,694 | 66.77 | 649,988 | | | 12/08/2022 | | | | | | | 9,734 | | | 649,939 | | | 12/08/2022 | | | | 3,245 | 19,469 | 38,

  211. Governance

    8 | | | | 1,548,499 | | (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 2023, 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

  212. Governance

    ch performance measure. | | (2) Amounts in columns (f) through (h) show the range of potential share payouts for the PSUs granted to our NEOs 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, if any, will be based on performance for fiscal years 2023 to 2025 and will be determined after

  213. Governance

    he close of fiscal 2025. | | (3) Amounts in column (i) show the number of RSUs granted to the NEOs (other than Ms. Brant) in December 2022, Ms. Schlitz in November 2022 and Ms. Brandt in April 2023 as described in the section titled “Long-Term Equity Incentive Awards” and “New Hire Awards” in the Compensation Discussion & Analysis. These awards vest in equal ins

  214. Governance

    llments over three years. | | (4) Amounts in column (j) show the number of the share options granted for fiscal 2023, 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 an

  215. Governance

    versary of the grant date. | | (5) Share options were granted with an exercise price per share equal to the closing market price of our ordinary

  216. Governance

    hares 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 recog

  217. Governance

    zed over the service period. | | (7) The award reflected in this row is an annual incentive performance award that we granted for the performance period of fiscal 2023, the material terms of which we describe in the Compensation Discussion & Analysis section titled “Annual Incenti

  218. Governance

    Performance Program (AIPP).” | Compensation Discussion & Analysis › Outstanding Equity Awards at 2023 Fiscal Year-End Table Outstanding Equity Awards at 2023 Fiscal Year-End Table The following table shows, for each of the NEOs, all equity awards that were outstanding as of September 30, 2023. Dollar amounts are based on the NYSE closing price of $53.21 per share for our ordin

  219. Governance

    y shares on September 30, 2023. | | Option Awards | | | | Stock Awards | | | | | Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) (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) | | George Oliver | | | | | 84,257 | 4,483,298 | 212,547 | 11,309,621 | | | 206,664 | — | 35.86 | 11/20/2023 | | | | | | | 331,846 | — | 41.86 | 11/25/2024 | | | | | | | 474,268 | — | 34.82 | 10/12/2025 | | | | | | | 248,994 | — | 41.73 | 10/07/2026 | | | | | | | 336,879 | — | 37.36 | 12/07/2027 | | | | | | | 427,158 | — | 33.39 | 12/06/2028 | | | | | | | 325,788 | — | 41.75 | 12/05/2029 | | | | | | | 126,869 | 126,870 | 45.69 | 12/10/2030 | | | | | | | — | 147,928 | 79.54 | 12/08/2031 | | | | | | | — | 151,015 | 66.77 | 12/08/2032 | | | | | | Olivier Leonetti | | | | | 23,539 | 1,252,493 | 59,491 | 3,165,524 | | | 34,722 | 34,722 | 45.69 | 12/10/2030 | | | | | | | — | 38,999 | 79.54 | 12/08/2031 | | | | | | | — | 43,931 | 66.77 | 12/08/2032 | | | | | | Lei Schlitz | | | | | 71,247 | 3,791,101 | 20,939 | 1,114,190 | | | — | 37,753 | 66.77 | 12/08/2032 | | | | | | Julie Brandt | | | | | 47,271 | 2,515,300 | | | | Rodney Clark | | | | | 59,561 | 3,169,225 | 19,797 | 1,053,375 | | | — | 35,694 |

  220. Governance

    6.77 | 12/08/2032 | | | | | Compensation Discussion & Analysis › Outstanding Equity Awa

  221. Governance

    s at 2023 Fiscal Year-End Table | (1) Vesting information for each outstanding option award for the NEOs

  222. Governance

    described in the table below. | | Vesting Date | Exercise Price ($) | George Oliver | Olivier Leonetti | Lei Schlitz | Rodney Clark | | 2023 | | | | | | | 12/08/2023 | 79.54 | 73,964 | 19,499 | — | — | | 12/10/2023 | 45.69 | 126,870 | 34,722 | — | — | | 2024 | | | | | | | 12/08/2024 | 79.54 | 73,964 | 19,500 | — | — | | 12/08/2024 | 66.77 | 75,507 | 21,965 | 18,876 | 17,847 | | 2025 | | | | | | | 12/08/2025 | 66.77 | 7

  223. Governance

    508 | 21,966 | 18,877 | 17,847 | | (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, 2023, 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

  224. Governance

    xecutive officer is as follows: | | Vesting Date | George Oliver | Olivier Leonetti | Lei Schlitz | Julie Brandt | Rodney Clark | | 2023 | | | | | | | 11/14/2023 | — | — | 11,370 | — | — | | 12/08/2023 | 12,008 | 3,165 | — | — | — | | 12/08/2023 | 13,959 | 4,061 | 3,489 | — | 3,299 | | 12/10/2023 | 18,362 | 5,025 | — | — | — | | 2024 | | | | | | | 04/10/2024 | — | — | — | 15,757 | — | | 06/01/2024 | — | — | — | — | 24,831 | | 11/14/2024 | — | — | 11,370 | — | — | | 12/08/2024 | 12,008 | 3,166 | — | — | 3,299 | | 12/08/2024 | 13,960 | 4,061 | 3,490 | — | — | | 2025 | | | | | | | 04/10/2025 | — | — | — | 15,757 | — | | 06/01/2025 | — | — | — | — | 24,832 | | 11/14/2025 | — | — | 38,038 | — | — | | 12/08/2025 | 13,960 | 4,061 | 3,490 | — | 3,300 | | 2026 | | | | | | | 04

  225. Governance

    0/2026 | — | — | — | 15,757 | — | | (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, 2022, at target level performance for awards granted in fiscal year 2023, threshold level performance for awards granted in fiscal year 2022 and at actual performance, 106.1% of target, for awards granted in fiscal year 2021. 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 f

  226. Governance

    each of the NEOs is as follows: | | Vesting Date | George Oliver | Olivier Leonetti | Lei Schlitz | Rodney Clark | | 2023 | | | | | | 12/10/2023 | 116,782 | 31,961 | — | — | | 2024 | | | | | | 12/08/2024 | 12,007 | 3,165 | — | — | | 2025 | | | | | | 12/08/2025 |

  227. Governance

    3,758 | 24,365 | 20,939 | 19,797 | Compensation Discussion & Analysis › Fiscal 2023 Option Exercises and Stock Vested Table Fiscal 2023 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

  228. Governance

    Us that vested during fiscal 2023. | | 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) | | George Oliver | 103,332 | 2,415,034 | 146,001 | 9,702,978 | | Olivier Leonetti | — | — | 56,044 | 3,367,146 | | Lei Schlitz | — | — | — | — | | Julie Brandt | — | — | — | — | | Rodney

  229. Governance

    ark | — | — | 24,698 | 1,480,920 | | (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

  230. Governance

    he 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 di

  231. Governance

    dend equivalents released, if any. | None of our named executive officers participated in a defined benefit pension plan during fiscal year 2023. Accordingly, we have not included a pension benefits table for fiscal year 2023. Non-Qualified Deferred Compensation Table at Fiscal 2023 Year-End The following table presents information on the non-qualified deferred compensation accounts of each named ex

  232. Governance

    utive officer at September 30, 2023. | 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) | | George Oliver | 185,688 | 311,980 | 363,681 | 4,692,908 | | Olivier Leonetti | — | 33,023 | 560 | 33,583 | | Lei Schlitz | — | — | — | — | | Julie Brandt | — | — | — | — | | Rodney Clark

  233. Governance

    104,885 | 6,057 | 4,761 | 115,703 | | (1) Amounts in column (b) include employee contributions under the Johnson Controls Executive Deferred Compensation Plan, Johnson Controls International plc Senior Executive Deferred Compensation Plan and the Johnson Controls International Retirement Restoration Plan. The Johnson Controls Executive Deferred Compensation Plan allowed participants to defer their annual bonuses, long-term performance share units and restricted share awards. 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. The Retirement Restoration Plan allows executive officers to defer up to 6% of their compensation that is 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 includ

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    in the Summary Compensation Table. | | (2) Amounts in column (c) include employer contribution under the Retirement Restoration Plan. The Retirement Restoration Plan, also credits 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 inclu

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    d in the Summary Compensation Table. | | (3) 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 Johnso

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    Controls Retirement Restoration Plan. | Compensation Discussion & Analysis › Non-Qualified Deferred C

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    pensation Table at Fiscal 2023 Year-End | 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

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    ax-qualified 401(k) retirement plans. | 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, 2023. Equity award amounts are based on the closing share price of our ordinary shares of

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    3.21 on the NYSE on September 30, 2023. | | 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 ($)(5) (f) | Death or Disability ($)(6) (g) | | George Oliver | | | | | | | | Severance (1) | — | 14,100,003 | — | 7,800,002 | — | — | | Benefit Continuation (2) | — | 1,482,377 | — | 208,251 | — | — | | Accelerated Vesting of Equity Awards (3)(4) | — | 19,589,959 | — | 12,476,741 | 12,476,741 | 19,589,959 | | Olivier Leonetti | | | | | | | | Severance (1) | — | 4,075,000 | — | 2,445,000 | — | — | | Benefit Continuation (2) | — | 262,861 | — | 102,046 | — | — | | Accelerated Vesting of Equity Awards (3) | — | 5,425,087 | — | 3,419,216 | — | 5,425,087 | | Lei Schlitz | | | | | | | | Severance (1) | — | 3,642,500 | — | 2,208,750 | — | — | | Benefit Continuation (2) | — | 251,995 | — | 100,984 | — | — | | Accelerated Vesting of Equity Awards (3)(4) | — | 4,905,292 | — | 1,408,985 | — | 4,905,292 | | Julie Brandt | | | | | | | | Severance (1) | — | 3,289,999 | — | 1,995,000 | — | — | | Benefit Continuation (2) | — | 213,455 | — | 98,449 | — | — | | Accelerated Vesting of Equity Awards (3) | — | 2,515,300 | — | 349,346 | — | 2,515,300 | | Rodney Clark | | | | | | | | Severance (1) | — | — | — | 2,137,500 | — | — | | Benefit Continuation (2) | — | — | — | 93,186 | — | — | | Accelerated Vesting of Equity A

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    rds (3) | — | — | — | 951,919 | — | — | | (1) 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, 2023. These amounts include: (a) a lump sum severance payment equal to (1) in connection with a change-in-control, three times for Mr. Oliver and two times for Mr. Leonetti, Mses. Schlitz and Brandt and Mr. Clark 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. Oliver and one and one-half times for Mr. Leonetti, Mses. Schlitz and Brandt and Mr. Clark 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

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    defined generally as a termination of | Compensation Discussion & Analysis › Potential Payme

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    s upon Termination and Change-in-Control | 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 th

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    Compensation Discussion and Analysis. | | (2) 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. Oliver and twenty-four (24) months for Mr. Leonetti, Mses. Schlitz and Brandt and Mr. Clark (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. Oliver and eighteen (18) months for Mr. Leonetti, Mses. Schlitz and Brandt and Mr. Clark. “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 of Control Policy” within t

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    s Compensation Discussion and Analysis. | | (3) Amounts represent the intrinsic value of unvested equity awards that would have vested upon the indicated triggeri

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    event for the named executive officers. | | (4) For Mr. Oliver, who was retirement eligible under applicable plans as of September 30, 2023, the value of certain equity awards that would vest on an accelerated basis upon retirement is

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    esented in the table above in column (f). | | (5) A voluntary resignation is a resignation as de

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    ned under applicable agreements and plans. | | As noted above, Mr. Oliver was retirement eligible under applicable plans as of September 30

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    2023. For Mr. Oliver, upon his retirement: | | i. |

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    e would not be obligated to pay severanc

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    | | ii. | with respect to equity awards: | | • | for share options and RSU awards, the applicable award would accelerate and vest pro rata based on the number of full months of service comp

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    ted since the grant date of the award; and | | • | for PSUs, the executive would earn the units that he held at retirement based on actual performance at the end of the performance period, but the amount would be pro-rated based on the number of full month

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    employment during the performance period. | | (6) 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 perf

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    mance at the end of the performance period. | Effective October 31, 2023, Mr. Clark separated from the Company. Mr. Clark received severance benefits of $3,182,605 in accordance with our Executive Severance and Change-in-Control Policy as described on page 66. Mr. Clark did not otherwise receive any payments or enhanced benefits in connection with this separation. Mr. Leonetti’s employment with the Company will terminate the day immediately following the date the Company files its Form 10-Q for the fiscal quarter ended December 31, 2023. Mr. Leonetti will not receive any payments or enhanced benefits in connection with his voluntary resignation. 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. Based on our assessment, we do not believe that there were any changes in our employee population or employee compensation arrangements during fiscal year 2023 that would result in a significant change to our pay ratio calculation. As a result, under applicable Securities and Exchange Commission rules, we have used the same median employee identified for fiscal year 2022 (the “2022 Median Employee”) to calculate the fiscal year 2023 pay ratio (the “CEO Pay Ratio”). We identified our 2022 Median Employee using a global employee population of 95,004 as of July 1, 2022, representing employees in over 64 countries. This included 66,174 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 8 countries totaling 5,020 employees (approximately 4.89% of our total workforce of 102,693). Empl

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    ees in the following countries were excluded: | • Poland | 112 | • Russia | 142 | | • Indonesia | 159 | • Thailand | 322 | | • Philippines | 372 | • Tur

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    y | 564 | | • Egypt | 260 | • Japan | 3,089 | In addition, 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 366 of our employees. As a result, the population used to identify our 2022 Median Employee included 95,004 of our 102,693 employees as of July 1, 2022. For purposes of identifying our 2022 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 July 1, 2021, and June 30, 2022. Foreign currencies were converted into U.S. dollars as of July 1, 2022, based on the average daily spot rates during July 2022. To determine the compensation of our 2022 Median Employee for purposes of the CEO Pay Ratio, we calculated the 2022 Median Employee’s total compensation for fiscal year 2023 in accordance with the requirements of the Summary Compensation Table. Based on such calculation, our 2022 Median Employee’s total compensation for fiscal year 2023 was $49,465, while our CEO’s compensation was $15,882,646. Accordingly, our CEO Pay Ratio was 321:1. P AY V ERSUS P ERFORMANCE D ISCLOSURE 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 three 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 Comp

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    sation-Compensation Discussion and Analysis.” | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO ($) (b) | Compensation Actually Paid to PEO ($) (c) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($) (e) | Company TSR ($) (f) | S&P 500 Industrials TSR ($) (g) | Net Income ($ in millions) (h) | EBIT Growth (%) (i) | | 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 | 3,85

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    898 | 10,886,010 | 170 | 129 | 1,637 | 11.6 | | (a) This table includes three fiscal years (2021, 2022, and 2023) rather than five because thi

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    is a transition year for the new regulation. | | (b) The

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    EO is Mr. Olivier for all fiscal years shown. | | (c) 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 fisca

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    year or as of the vesting date, as applicable. | | | Year | | | | CEO | 2021 | 2022 | 2023 | | SCT Total Compensation ($) | 16,170,188 | 15,687,202 | 15,882,646 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | 10,003,112 | 11,757,722 | 12,051,566 | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) | 21,031,885 | 7,172,702 | 9,802,917 | | Plus: Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years that Remain Unvested at End of Year ($) | 19,124,503 | (8,661,335) | 370,707 | | Plus: Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | — | — | — | | Plus: Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) | 7,836,229 | (3,442,554) | 2,015,918 | | 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

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    id ($) | 54,159,692 | (1,001,706) | 16,020,622 | | (d) The following

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    EO’s are included in the average figures shown: | | 2021: Messrs. Olivier Leonetti, John Donofrio

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    Ganesh Ramaswamy, Jeffrey Williams, Brian Stief | | 2022: Messrs. Olivier Leonetti, Rodney Clark,

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    hn Donofrio, Ganesh Ramaswamy, Jeffrey Williams | | 2023: Messrs. Olivier Leonetti,

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    odney Clark and Mses. Lei Schlitz

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    Julie Brandt | Pay Versus Performance Disclosure | (e) 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 fis

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    l year or as of the vesting date, as applicable. | | | Year | | | | | 2021 | 2022 | 2023 | | Non-PEO NEOs | See footnote (d) above | | | | Average SCT Total Compensation ($) | 3,857,898 | 4,696,459 | 5,528,433 | | Less: Average Stock and Option Award Values Reported in SCT for the Covered Year ($) | 2,049,847 | 2,879,869 | 3,984,233 | | Plus: Average Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) | 4,481,168 | 1,740,956 | 3,342,165 | | Plus: Average Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years that Remain Unvested at End of Year ($) | 3,553,840 | (1,537,416) | 89,008 | | Plus: Average Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | — | 49,286 | — | | Plus: Average Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) | 1,400,981 | (909,763) | 156,341 | | Less: Average Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | 358,030 | 801,958 | — | | Less: Average Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | — | — | — | | Plus: Average Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | — | — | — | | Average Compensation Ac

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    ally Paid ($) | 10,886,010 | 357,693 | 5,131,714 | | (f) Represents our cumulative total shareholder return (“TSR”) calculated from September 30, 2020 for the measurement periods ending on Septemb

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    30 of each of 2021, 2022 and 2023, respectively. | | (g) Represents the cumulative TSR of the S&P 500 Industrials Index calculated from September 30, 2020 for the measurement periods ending on Septem

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    r 30 of each of 2021, 2022 and 2023, respectively. | | (h) 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

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    scal years ended September 30, 2021, 2022 and 2023. | | (i) Company-selected measure is EBIT Growth. The definition and methodology used to c

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    culate EBIT Growth are found in the CD&A on page 58. | Pay Versus Performance Disclosure › Relationship Between Pay and Performance Relationship Between Pay and Performance The Pay versus Performance table above and graphs below demonstrate that our PEO and Non-PEO NEOs’ CAP is aligned with our Company’s performance over time. PEO and NEO pay is generally aligned with our cumulative TSR, Net Income, and EBIT Growth. However, NEO incumbent changes and year over year performance results compared to CAP encompassing three years of performance may distort results in any given year. Compensation Actually Paid and Cumulative TSR and Relationship between Company TSR and S&P 500 Industrials TSR The graphs below also illustrate the relationship between our cumulative TSR and the S&P 500 Industrials Index TSR. Compensation Actually Paid and Net Income The graphs below illustrate the relationship between CAP and our Net Income Compensation Actually Paid and EBIT Growth The graphs below illustrate the relationship between our CAP and our EBIT Growth. Pay Versus Performance Disclosure › Most Important Measures to Determine Fiscal 2023 Compensation Actually Paid Most Important Measures to Determine Fiscal 2023 Compensation Actually Paid The six performance measures listed below represent the most important metrics we used to link CAP to financial perfo

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    ance for fiscal 2023 as further described in our CD&A. | Most Important Performance Measures: | | • EBIT Growth | | • Revenue Growth | | • Free Cash Flow Conversion | | • Pre-tax Earn

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    gs Growth | | • Recurring Revenue | | • Relative TSR | THE ANNUAL GENERAL MEETING QUESTIONS AND ANSWERS The following questions and answers are intended to address briefly some commonly asked questions regarding the Annual General Meeting. These questions and answers may not address all questions that may be important to you. For more information, please refer to the more detailed information contained elsewhere in this Proxy Statement, including the documents referred to or incorporated by reference herein. For instructions on obtaining the documents incorporated by reference, see “Where You Can Find More Information.” Why did I receive this Proxy Statement? We have sent this notice of Annual General Meeting and Proxy Statement, together with the enclosed proxy card or voting instruction card, because our Board of Directors is soliciting your proxy to vote at the Annual General Meeting on March 13, 2024. This Proxy Statement contains information about the items being voted on at the Annual General Meeting and important information about Johnson Controls. Our 2023 Annual Report on Form 10-K, which includes our consolidated financial statements for the fiscal year ended September 30, 2023 (the “Annual Report”), is enclosed with these materials. Who is entitled to vote? Each holder of Johnson Controls ordinary shares in our register of shareholders (such owners are often referred to as “shareholders of record,” “record holders” or “registered shareholders”) as of the close of business on January 8, 2024, the record date for the Annual General Meeting, is entitled to attend and vote at the Annual General Meeting. On January 8, 2024, there were 681,497,226 ordinary shares outstanding and entitled to vote at the Annual General Meeting. Any Johnson Controls shareholder of record as of the record date who does not receive notice of the Annual General Meeting and Proxy Statement, together with the enclosed proxy card or voting instruction card and the Annual Report, may obtain a copy at the Annual General Meeting or by contacting Johnson Controls at +353-21-423-5000. We have requested that banks, brokerage firms and other nominees who hold ordinary shares on behalf of the owners of the ordinary shares (such owners are often referred to as “beneficial shareholders” or “street name holders”) as of the close of business on January 8, 2024 forward these materials, together with a proxy card or voting instruction card, to such beneficial shareholders. Johnson Controls has agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials. Finally, Johnson Controls has provided for these materials to be sent to persons who have interests in its ordinary shares through participation in Johnson Controls’ retirement savings plans. These individuals are not eligible to vote directly at the Annual General Meeting. They may, however, instruct the trustees of these plans how to vote the ordinary shares represented by their interests. The enclosed proxy card will also serve as voting instructions for the trustees of the plans. How many votes do I have? Every holder of an ordinary share on the record date will be entitled to one vote per share for each matter presented at the Annual General Meeting. Because each Director’s election is the subject of a separate resolution, every holder of an ordinary share on the record date will be entitled to one vote per share for each separate Director election resolution. What is the difference between holding shares as a shareholder of record and as a beneficial owner? Most of our shareholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially. SHAREHOLDER OF RECORD If your shares are registered directly in your name in our share register operated by our transfer agent, EQ Shareowner Services, you are considered the shareholder of record with respect to those shares and these proxy materials are being sent to you directly by us. As the shareholder of record, you have the right to grant your voting proxy to the persons named in the proxy card (see “How Do I Appoint and Vote via a Proxy?” below), or to grant a written proxy to any other person, which person does not need to be a shareholder, or to attend and vote in person at the Annual General Meeting. We have enclosed a proxy card for you to use in which you can elect to appoint certain officers of the Company named therein as your proxy. Questions and Answers › What is the difference between holding shares as a shareholder of record and as a beneficial owner? BENEFICIAL OWNER If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares and are also invited to attend the Annual General Meeting. However, since you are not the shareholder of record, you may only vote these shares in person at the Annual General Meeting if you follow the instructions described below under “Admission to the Annual General Meeting” and “How do I vote?” Your bank, broker or other nominee has enclosed a voting instruction card for you to use in directing your bank, broker or other nominee as to how to vote your shares, which may contain instructions for voting by telephone or electronically. How do I vote? A proxy card is being sent to each shareholder of record as of the record date. If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee when voting you

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    shares. Otherwise, you can vote in the following ways: | • | By Mail: If you are a holder of record, you can vote by marking, dating and signing the appropriate proxy card and returning it by mail in the enclosed postage-paid envelope. If you beneficially own your ordinary shares, you can vote by follo

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    ng the instructions on your voting instruction card. | | • | By Internet or Telephone: You can vote over the Internet at www.proxyvote.com by following the instructions on the proxy card or the voting instruction card or in the Notice of Internet availability of proxy materials previously sent to you. If you are not a holder of record, you can vote

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    ing a touchtone telephone by calling 1-800-690-6903. | | • | At the Annual General Meeting: If you are planning to attend the Annual General Meeting and wish to vote your ordinary shares in person, we will give you a ballot at the meeting. Shareholders who own their shares in “street name” are not able to vote at the Annual General Meeting unless they have a proxy, executed in t

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    ir favor, from the holder of record of their shares. | Even if you plan to be present at the Annual General Meeting, we encourage you to complete and mail the enclosed card to vote your ordinary shares by proxy. Telephone and Internet voting facilities for shareholders will be available 24 hours a day and will close at 11:59 p.m., Eastern Standard Time, on March 12, 2024. How do I appoint and vote via a proxy? If you properly fill in your proxy card appointing an officer of the Company as your proxy and send it to us in time to vote, your proxy, meaning one of the individuals named on your proxy card, will vote your shares as you have directed. You may also grant a written proxy to any other person by filling in the proxy card and identifying the person, which person does not need to be a shareholder, or attend and vote in person at the Annual General Meeting. If you sign the proxy card but do not make specific choices, your proxy will vote your shares as recommended by the Board of Directors “FOR” each Director and “FOR” each of the other agenda items listed below. If a new agenda item or a new motion or proposal for an existing agenda item is presented at the Annual General Meeting, the Company officer acting as your proxy will vote in accordance with the recommendation of our Board of Directors. At the time we began printing this Proxy Statement, we knew of no matters that needed to be acted on at the Annual General Meeting other than those discussed in this Proxy Statement. Whether or not you plan to attend the Annual General Meeting, we urge you to submit your proxy. Returning the proxy card or submitting your vote electronically will not affect your right to attend the Annual General Meeting. You must return your proxy cards by the times and dates set forth below under “Returning Your Proxy Card” in order for your vote to be counted. What if I return my proxy or voting instruction card but do not mark it to show how I am voting? Your shares will be voted according to the specific instructions you have indicated on your proxy or voting instruction card. If you sign and return your proxy or voting instruction card but do not indicate specific instructions for voting, you instruct the proxy to vote your shares, “FOR” each Director and “FOR” all other proposals. For any other matter which may properly come before the Annual General Meeting, and any adjournment or postponement thereof, you instruct, by submitting proxies with blank voting instructions, the proxy to vote in accordance with the recommendation of the Board of Directors. Questions and Answers › May I change or revoke my vote after I return my proxy or voting instruction card? May I change or revoke my vote after I return my proxy or voting instruction ca

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    ? You may change your vote before it is exercised by: | • | Submitting subsequent voting instructions through the telephone or Internet;

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    f you previously voted by telephone or the Internet; | | • | Submitting another proxy card (or voting instruction card if you benefi

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    ally own your ordinary shares) with a later date; or | | • | Voting in person at the Annual General Meeting if you are a holder of record or a be

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    ficial owner with a proxy from the holder of record. | Your presence without voting at the meeting will not automatically revoke your proxy, and any revocation during the meeting will not affect votes previously taken. If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee in revoking your previously granted proxy. Delivery of Documents to Shareholders Sharing an Address Securities and Exchange Commission rules allow us to deliver a single copy of an annual report and proxy statement to any household not participating in electronic proxy material delivery at which two or more shareholders reside, if we believe the shareholders are members of the same family (a practice called “householding”). We believe that householding benefits both you and the Company by eliminating duplicate mailings to shareholders living at the same address and by reducing our printing and mailing costs. Each shareholder will continue to receive a separate proxy card or voting instruction card. Your household may have received a single set of proxy materials this year. If you prefer to receive your own copy now or in future years, please request a duplicate set by calling 1-866-540-7095, by going to www.proxyvote.com, by e-mailing sendmaterial@proxyvote.com, or by writing to Johnson Controls, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Alternatively, if your household received multiple sets of proxy materials this year, and members of your household who are entitled to receive proxy materials would all prefer to receive only a single set of proxy materials, you may submit such a request as specified in the preceding sentence. If a broker or other nominee holds your shares, you may continue to receive some duplicate mailings. Certain brokers will eliminate duplicate account mailings by allowing shareholders to consent to such elimination, or through implied consent if a shareholder does not request continuation of duplicate mailings. Since not all brokers and nominees may offer shareholders the opportunity this year to eliminate duplicate mailings, you may need to contact your broker or other nominee directly to discontinue duplicate mailings to your household. What vote is required to approve each proposal at the Annual General Meeting? Johnson Controls intends to present proposals numbered one through eight for shareholder consideration and voting at the Annual General Meeting. The vo

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    required to approve each proposal is described below: | 1. | By separate resolutions, to elect the following individuals as Directors for a period of one year, expiring at the end of the Com

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    ny’s Annual General Meeting of Shareholders in 2025: | | (a) Timothy Archer | (b) Jean Blackwell | (c) Pierre Cohade | | (d) W. Roy Dunbar | (e) Gretchen R. Haggerty | (f) Ayesha Khanna | | (g) Seetarama (Swamy) Kotagiri | (h) Simone Menne | (i) George R. Oliver | | (j) J

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    gen Tinggren | (k) Mark Vergnano | (l) John D. Young | The election of each Director nominee requires the affirmative vote of a majority of the votes properly cast (in person or by proxy) at the Annual General Meeting. Any nominee for Director who does not receive a

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    ajority of the votes cast is not elected to the Board. | 2. | To ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of the Company and to authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration, which in each case, requires the affirmative vote of a majority of the votes properly cast

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    n person or by proxy) at the Annual General Meeting. | | 3. | To authorize the Company and/or any subsidiary of the Company to make market purchases of Company shares, which requires the affirmative vote of a majority of the votes properly cast

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    n person or by proxy) at the Annual General Meeting. | | 4. | To determine the price range at which the Company can re-allot shares that it holds as treasury shares (Special Resolution), which requires the affirmative vote of at least 75% of the votes properly cast

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    n person or by proxy) at the Annual General Meeting. | Questions and Answers › What vote is required

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    o approve each proposal at the Annual General Meeting? | 5. | To approve, in a non-binding advisory vote, the compensation of the named executive officers, which will be considered approved with the affirmative vote of a majority of the votes properly cast (in person or by proxy) at the Annual General Meeting. The advisory vote on executive compensation is non-binding, meaning that our Board of Directors will not be obligated to take any compensation actions or to adjust our executive comp

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    sation programs or policies as a result of the vote. | | 6. | To approve the authorization for the Board of Directors to issue shares up to 20% of its issued share capital, which requires the affirmative vote of a majority of the votes properly cast

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    n person or by proxy) at the Annual General Meeting. | | 7. | To approve the authorization for the Board of Directors to issue shares for cash up to a maximum of approximately 20% of issued share capital without applying statutory preemption rights (Special Resolution), which requires the affirmative vote of at least 75% of the votes properly cast

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    n person or by proxy) at the Annual General Meeting. | What is the quorum requirement for the Annual General Meeting? In order to conduct any business at the Annual General Meeting, holders of a majority of Johnson Controls’ ordinary shares which are outstanding and entitled to vote on the record date must be present in person or represented by valid proxies. This is called a quorum. Your shares will be counted for purposes of determining if there is a quorum, whether representing votes

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    or, against or abstained, or broker non-votes, if you:

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    | • | are present and vote in person at the meeting

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    | | • | have voted by telephone or the Internet; OR | | • | you have subm

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    ted a proxy card or voting instruction form by mail. | What is the effect of broker non-votes and abstentions? Abstentions and broker non-votes are considered present for purposes of determining the presence of a quorum. Abstentions and broker non-votes will not be considered votes properly cast at the Annual General Meeting. Because the approval of all of the proposals is based on the votes properly cast at the Annual General Meeting, abstentions and broker non-votes will not have any effect on the outcome of voting on these proposals. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular agenda item because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Although brokers have discretionary power to vote your shares with respect to “routine” matters, they do not have discretionary power to vote your shares on “non-routine” matters pursuant to the rules of The New York Stock Exchange (the “NYSE”). We believe the following proposals will be considered non-routine under NYSE rules and therefore your broker will not be able to vote your shares with respect to these proposals unless the broker receives appropriate instructions from you: Proposal No. 1 (Election of Directors), and Proposal No. 5 (Advisory Vote on Executive Compensation). Your broker will not be able to vote your shares with respect to these proposals unless the broker receives appropriate instructions from you. How will voting on any other business be conducted? Other than matters incidental to the conduct of the Annual General Meeting and those set forth in this Proxy Statement, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, the proxy holders must vote in accordance with the instructions given by the shareholder. You may specifically instruct the proxy holder how to vote in such a situation. In the absence of specific instructions, by signing the proxy, you instruct the proxy holder to vote in accordance with the recommendations of the Board of Directors. Important notice regarding the availability of proxy materials for the Annual General Meeting: Our Proxy Statement for the Annual General Meeting and the form of proxy card are available at www.proxyvote.com. As permitted by SEC rules, we are making this Proxy Statement available to our shareholders electronically via the Internet. On January 19, 2024, we first mailed to our shareholders a Notice containing instructions on how to access this Proxy Statement and vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice. Questions and Answers › Returning Your Proxy Card Returning Your Proxy Card Shareholders who are voting by mail should complete and return the proxy card as soon as possible. In order to assure that your proxy is received in time to be voted at the meeting, the proxy card must be completed in accordance with the instructions and received at one of the addresses set forth below by the dates and times specified: Ireland: By 5:00 p.m., local time, on March 12, 2024 by hand or mail at: Johnson Controls International plc One Albert Quay Cork, Ireland T12 X8N6 United States: By 5:00 p.m., Eastern Standard Time, on March 12, 2024 by mail at: Broadridge Financial Solutions c/o Vote Processing 51 Mercedes Way Edgewood, NY 11717 If your shares are held beneficially in “street name,” you should return your proxy card or voting instruction card in accordance with the instructions on that card or as provided by the bank, brokerage firm or other nominee who holds Johnson Controls shares on your behalf. Admission to the Annual General Meeting For admission to the Annual General Meeting, shareholders of record should bring the admission ticket attached to the enclosed proxy card to the Registered Shareholders check-in area, where their ownership will be verified. Those who have beneficial ownership of shares held by a bank, brokerage firm or other nominee should come to the Beneficial Owners check-in area. Beneficial owners who wish to vote in person at the Annual General Meeting are requested to obtain a “legal proxy” executed in their favor, from their broker, bank, nominee or other custodian that authorizes you to vote the shares held by them on your behalf. In addition, you must bring to the Annual General Meeting an account statement or letter from the broker, bank or other nominee indicating that you are the owner of the shares. Registration will begin at 2:00 pm, local time, and the Annual General Meeting will begin at 3:00 pm, local time. Johnson Controls Annual Report The Johnson Controls International plc 2023 Annual Report on Form 10-K containing our audited consolidated financial statements with accompanying notes and schedules is accompanied with this Proxy Statement and available on the Company’s website in the Investor Relations Section at www.johnsoncontrols.com. Copies of these documents may be obtained without charge by contacting Johnson Controls by phone at +353-21-423-5000. Copies may also be obtained without charge by contacting Investor Relations in writing or may be physically inspected at the offices of Johnson Controls International plc, One Albert Quay, Cork, Ireland. Ordinary Share Price and Dividend Information The shares of the Company’s ordinary shares are trade

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    on the New York Stock Exchange under the symbol “JCI.” | Title of Class | Number of Record Holders as of December

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    , 2023 | | Ordinary Shares, $0.01 par value | 28,428 | Questions and

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    nswers › Ordinary Share Price and Dividend Information | | Ordinary Shares Price Range | | Dividends | | | | FY 2023 | FY 2022 | FY 2023 | FY 2022 | | First Quarter | $49.19 - $68.65 | $68.16 - 81.31 | $0.35 | $0.34 | | Second Quarter | 56.88 - 69.60 | 60.17 - 80.38 | 0.36 | 0.35 | | Third Quarter | 54.90 - 67.70 | 48.48 - 66.64 | 0.37 | 0.35 | | Fourth Quarter | 51.46 - 70.43 | 46.30 - 59.00 | 0.37 | 0.35 | |

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    ar | $49.19 - 70.43 | $46.30 - 81.31 | $1.45 | $1.39 | Presentation of Irish Statutory Accounts The Company’s Irish Statutory Accounts for the fiscal year ended September 30, 2023, including the reports of the Directors and auditors thereon, will be presented at the Annual General Meeting. The Company’s Irish Statutory Accounts are approved by the Board of Directors of the Company. There is no requirement under Irish law that such statements be approved by shareholders, and no such approval will be sought at the Annual General Meeting. The Company’s Irish Statutory Accounts will be available at least 21 days before the date of the Annual General Meeting, along with the Proxy Statement, the Company’s Annual Report on Form 10-K and other proxy materials at www.proxyvote.com, and in the Investor Relations section of the Company’s website at www.johnsoncontrols.com. Costs of Solicitation We will pay the cost of solicitation of proxies. We have engaged Mackenzie Partners as the proxy solicitor for the Annual General Meeting for an approximate fee of $12,500, plus expenses. In addition to the use of the mail, certain of our Directors, officers or employees may solicit proxies by telephone or personal contact. Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares. We are furnishing this Proxy Statement to our shareholders in connection with the solicitation of proxies by our Board of Directors for use at an Annual General Meeting of our shareholders. We are first mailing this Proxy Statement and the accompanying form of proxy to shareholders beginning on or about January 19, 2024. Transfer Agent Our transfer agent is EQ Shareowner Services. All communications concerning shareholders of record accounts, including address changes, name changes, common stock transfer requirements, and similar issues can be handled by contacting EQ Shareowner Services at 1-877-602-7397 (U.S.), 651-450-4064 (outside the U.S.), www.shareowneronline.com, or in writing, P.O. Box 64854, St. Paul, MN 55164-0854. Shareholder Proposals for the 2025 Annual General Meeting In accordance with the rules established by the SEC, as well as under the provisions of our Memorandum and Articles of Association, any shareholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”) intended for inclusion in the proxy statement for next year’s Annual General Meeting must be received by Johnson Controls no later than September 21, 2024. Such proposals should be sent to our Corporate Secretary at our registered address, which is: One Albert Quay, Cork, Ireland T12 X8N6. To be included in the Proxy Statement, the proposal must comply with the requirements as to form and substance established by the SEC and our Articles of Association, and must be a proper subject for shareholder action under applicable law. Any shareholder proposal that is not submitted for inclusion in the Proxy Statement but is instead sought to be presented directly at the 2025 Annual General Meeting must be received by the Secretary at the address listed above prior to December 5, 2024. Securities and Exchange Commission rules permit management to vote proxies in its discretion in certain cases if the shareholder does not comply with this deadline and in certain other cases notwithstanding the shareholder’s compliance with this deadline. New proposals or motions with regard to existing agenda items are not subject to such restrictions and can be made at the meeting by each shareholder attending or represented. Note that if specific voting instructions are not provided to the proxy, shareholders who submit a proxy card instruct the proxy to vote their shares in accordance with the recommendations of the Board of Directors with regard to the items appearing on the agenda. Questions and Answers › Where You Can Find More Information Where You Can Find More Information We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are also available to the public at the SEC’s website (www.sec.gov). The SEC’s website contains reports, proxy statements and other information regarding issuers, like us, that file electronically with the SEC. You may find our reports, proxy statements and other information at the SEC website. In addition, you can obtain reports and proxy statements and other information about us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. We maintain a website on the Internet at www.johnsoncontrols.com. We make available free of charge, on or through our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after such material is filed with the SEC. This reference to our Internet address is for informational purposes only and shall not, under any circumstances, be deemed to incorporate the information available at such Internet address into this proxy. Security Ownership of Certain Beneficial Owners and Management The following table sets forth the number of registered shares beneficially owned as of January 10, 2024 by each current Director, each Director Nominee each Named Executive Officer and the Director

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    and Executive Officers of Johnson Controls as a group. | Beneficial Owner | Title | Number of Ordinary Shares Beneficially Owned(1)(2) | Pct of Class | | Timothy Archer | Director Nominee | 425 | * | | Jean Blackwell | Director | 12,389 | * | | Julie Brandt | Named Executive Officer | 0 | * | | Rodney Clark | Named Executive Officer | 0 | * | | Pierre Cohade | Director | 11,235 | * | | Michael E. Daniels | Director | 76,810 | * | | W. Roy Dunbar | Director | 14,661 | * | | Gretchen R. Haggerty | Director | 19,735 | * | | Ayesha Khanna | Director | 2,898 | * | | Seetarama (Swamy) Kotagiri | Director Nominee | 0 | | | Olivier Leonetti | Named Executive Officer | 173,653 | * | | Simone Menne | Director | 13,192 | * | | George R. Oliver | Chairman and CEO | 3,819,978 | * | | Lei Schlitz | Named Executive Officer | 10,585 | * | | Jürgen Tinggren | Director | 32,579 | * | | Mark Vergnano | Director | 27,214 | * | | John D. Young | Director | 14,136 | * | | All current Directors, Director nominees and Executi

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    Officers as a grou

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    (23 persons) | | 4,760,266 | * | | * Less than 1.0% | | (1) The number shown reflects the number of ordinary shares owned beneficially as of January 10, 2024, based on information furnished by the persons named, public filings and Johnson Controls’ records. A person is deemed to be a beneficial owner of ordinary shares if he or she, either alone or with others, has the power to vote or to dispose of those ordinary shares. Except as otherwise indicated below and subject to applicable community property laws, each owner has sole voting and sole investment authority with respect to the shares listed. To the extent indicated in the notes below, ordinary shares beneficially owned

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    y a person include ordinary shares of which the person | Questions and Answers › Secu

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    ty Ownership of Certain Beneficial Owners and Management | has the right to acquire beneficial ownership within 60 days after January 10, 2024. There were 681,497,226 Jo

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    son Controls ordinary shares outstanding on such date. | | (2) Includes the maximum number of shares for which these individuals can acquire beneficial ownership upon the exercise of share options that are currently vested or will vest within 60 days of January 10, 2024 as follows: (i) Mr. Leonetti, 88,944, Mr. Oliver, 2,447,981 and all executive officers as a group 2,977,279 and (ii) the vesting of RSUs that will vest within 60 days of January 10, 2024 as follows: Messrs. Cohade, Daniels, Dunbar, Tinggren, Vergnano and Young, and Mses. Blackwell, Haggerty, Khanna, and Menne: 2,876 RSUs; and all

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    rectors and Executive Officers as a group: 28,760 RSUs. | The following table sets forth the information indicated for persons or groups known to the Company to be beneficial

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    wners of more than 5% of the outstanding ordinary shares. | Name and Address of Beneficial Owner | Number of Ordinary Shares Beneficially Owned | Percentage of Ordinary Shares Outstanding | | The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355 | 71,389,779(1) | 10.47% | | Dodge & Cox, 555 California Street, 40th Floor, San Francisco, CA 94104 | 61,473,038(2) | 9.02% | | BlackRock, Inc., 55 East 52

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    Street, New York, NY 10055 | 56,558,608(3) | 8.23% | | (1) Based solely on the information reported by The Vanguard Group in a Notification of Holdings under Irish law provided to the Company on December 21, 2023 and reporting ownership as of December 21, 2023, The Vanguard Group, together with its affil

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    tes, held an interest in 71,389,779 ordinary shares. | | (2) Based solely on the information reported by Dodge & Cox in a Notification of Holdings under Irish law provided to the Company on September 7, 2023 and reporting ownership as of August 31, 2023, Dodge & Cox, together with its affi

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    ates, held an interest in 61,473,038 ordinary shares. | | (3) The amount shown for the number of ordinary shares over which BlackRock, Inc. exercised investment discretion was provided pursuant to the Schedule 13G/A filed February 7, 2023 with the SEC,

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    dicating beneficial ownership as of December 31, 2022. | Delinquent Section 16(a) reports Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and holders of more than 10% of our common stock to file with the SEC reports regarding their ownership and changes in ownership of our securities. Based solely on our review of the copies of Forms 3 and 4 (and any amendments) filed with the SEC and the written representations of our directors and executive officers, we believe that during fiscal year 2023 our directors and executive officers complied with all Section 16(a) filing requirements, except for the inadvertent omission of the vesting of performance share units and related tax withholdings in a Form 4 filing for Tomas Brannemo, which was subsequently corrected in an amended Form 4 filing. ANNEX A NON-GAAP RECONCILIATIONS This Proxy Statement contains financial information regarding adjusted earnings per share, which is a non-GAAP performance measure. The adjusting items shown in the table below are excluded because these items are not considered to be directly related to the underlying operating performance of the Company. Financial information regarding organic sales growth and free cash flow are also presented, which are non-GAAP performance measures. Management believes that, when considered together with unadjusted amounts, these non-GAAP measures are useful to investors in understanding period-over-period operating results and business trends of the Company. Management may also use these metrics as guides in forecasting, budgeting and long-term planning processes and for compensation purposes. These metrics should be considered in addition to, and not as replacements for, the most comparable GAAP measure. Diluted Earnings Per Share Reconciliation A reconciliation of diluted earnings per share as reported to adjusted diluted earnings per share for the twelve months end

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    September 30, 2023 and 2022 is shown below (unaudited): | | Net Income Attributable to JCI plc | | | | Twelve Months Ended September 30, | | | | 2023 | 2022 | | Earnings per share as reported for JCI plc | $2.69 | $2.19 | | Adjusting items: | | | | Net mark-to-market adjustments | 0.13 | (0.05) | | Related tax impact | (0.04) | (0.01) | | Restructuring and impairment costs | 1.55 | 1.03 | | Related tax impact | (0.18) | (0.07) | | NCI impact of restructuring and impairment costs | (0.01) | (0.01) | | Environmental remediation and related reserves adjustment | — | 0.36 | | Related tax impact | — | (0.08) | | Transaction/separation costs | 0.18 | 0.04 | | Related tax impact | (0.02) | — | | Silent-Aire other nonrecurring costs | — | 0.02 | | Silent-Aire earn-out adjustment | (0.04) | (0.06) | | Warehouse fire loss | 0.06 | — | | Related tax impact | (0.01) | — | | Charges attributable to the suspension of operations in Russia | — | 0.01 | | Discrete tax items | (0.81) | (0.36) | | NCI impact of discrete tax items | — | (0.02) | |

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    justed earnings per share for JC

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    plc* | $3.50 | $3.00 | | * May not sum due to rounding | Annex A › Non-Gaap Reconciliations Organic Growth Reconciliation The components of the changes in net sales for the twelve months ended September 30, 2023 versus the twelve months ended September 30, 2

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    2, including organic growth, are shown below (unaudited): | (in millions) | Net Sales for the Twelve Months Ended September 30, 2022 | Base Year Adjustments - Divestitures and Other | | Base Year Adjustments - Foreign Currency | | Adjusted Base Net Sales for the Three Months Ended September 30, 2022 | Acquisitions | | Organic Growth | | Net Sales for the Twelve Months Ended September 30, 2023 | | | Building Solutions North America | $9,367 | $— | — | $(45) | — | $9,322 | $29 | — | $979 | 11% | $10,330 | 10% | | Building Solutions EMEA/LA | 3,845 | (32) | -1% | (102) | -3% | 3,711 | 61 | 2% | 324 | 9% | 4,096 | 7% | | Building Solutions Asia Pacific | 2,714 | (13) | — | (169) | -6% | 2,532 | 32 | 1% | 182 | 7% | 2,746 | 1% | | Total Building Solutions | 15,926 | (45) | — | (316) | -2% | 15,565 | 122 | 1% | 1,485 | 10% | 17,172 | 8% | | Global Products | 9,373 | — | — | (300) | -3% | 9,073 | 36 | — | 512 | 6% | 9,621 | 3% | | Total net sales | $25,299 | $(45) | — | $(616)

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    -2% | $24,638 | $158 | 1% | $1,997 | 8% | $26,793 | 6% | Free Cash Flow Free cash flow is defined as cash provided (used) by operating activities, excluding JC Capital, less capital expenditures, excluding JC Capital. Effective January 1, 2023, the Company has excluded the impact of its financing entity, JC Capital, from the calculation of free cash flow, as management believes this provides a more true representation of the Company’s operational ability to convert cash, without the contrary impact from financing activities. The impact on interim and annual periods prior to January 1, 2023 was not material. The following is the twelve months ended September 30

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    2023 and 2022 calculations of free cash flow (unaudited): | | Twelve Months Ended | | | (in millions) | September 30, 2023 | September 30, 2022 | | Cash provided by operating activities from continuing operations | $2,221 | $1,990 | | Less: JC Capital cash used by operating activities from continuing operations | (137) | — | | Cash provided by operating activities from continuing operations, excluding JC Capital | $2,358 | $1,990 | | Capital expenditures | $(539) | $(592) | | Less: JC Capital capital expenditures | — | — | | Capital expenditures, excluding JC Capit

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    | $(539) | $(592) | | Free cash flow

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    $1.819 | $1,398 | A-2 Johnson Controls International plc | JOHNSON CONTROLS INTERNATIONAL PLC ONE ALBERT QUAY CORK, IRELAND | | | | VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on March 12, 2024 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | | | ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | | | VOTE BY PHONE - 1-800-690-6903 | | | Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on March 12, 2024 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. | | | VOTE BY MAIL | | | Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Process

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    g, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | V27885-P01670-Z86571 | KEEP THIS PORTION FOR YOUR RECORDS | | | DETACH AND RETURN THIS PORTION ONLY |

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    THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | | | JOHNSON CONTROLS INTERNATIONAL PLC Ordinary Business | | | | | | | | | | | | The Board of Directors recommends that you vote FOR each director nominee included in Proposal No. 1, FOR proposals No. 2a, 2b, 3, 4, 5, 6 and 7: | | | | | | | | | | | | 1. | By separate resolutions, to elect the following individuals as Directors for a period of one year, expiring at the end of the Company’s Annual General Meeting of Shareholders in 2025: | | | | | | | | | | | | Nominees: | | For | Against | Abstain | | | | | | | | 1a. Timothy Archer | | ☐ | ☐ | ☐ | | | For | Against | Abstain | | | 1b. Jean Blackwell 1c. Pierre Cohade 1d. W. Roy Dunbar 1e. Gretchen R. Haggerty 1f. Ayesha Khanna 1g. Seetarama (Swamy) Kotagiri 1h. Simone Menne 1i. George R. Oliver 1j. Jurgen Tinggren 1k. Mark Vergnano 1l. Johpn D. Young | | ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ | ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ | ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ | 2.b To authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration. Special Business 3. To authorize the Company and/or any subsidiary of the Company to make market purchases of Company shares. 4. To determine the price range at which the Company can re-allot Shares that it holds as treasury shares (Special Resolution). 5. To approve, in a non-binding advisory vote, the compensation of the named executive officers. 6. To approve the Directors’ authority to allot shares up to approximately 20% of issued share capital. 7. To approve the waiver of statutory preemption rights with respect to up to 20% of the issued share capital (Special Resolution). | | ☐ ☐ ☐ ☐ ☐ ☐ | ☐ ☐ ☐ ☐ ☐ ☐ | ☐ ☐ ☐ ☐ ☐ ☐ | | 2.a | To ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of the Company. | | ☐ | ☐ | ☐ | Please indicate if you plan to attend this meeting. | | Yes ☐ | No ☐ | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | |