JCI Shareholder/Stockholder Letter Transcript:
2025
Notice of Annual
General Meeting
& Proxy Statement
Smart, healthy and sustainable buildings
Leading the Evolution of Smart, Healthy & Sustainable Buildings
BROAD
SYNERGISTIC
PORTFOLIO
OPENBLUE
DIGITAL
PLATFORM
spanning across
HVAC, Controls, Fire,
and Security
is fundamentally
disrupting the built
environment
Expansive GLOBAL
M A R K E T with an
exciting decade of
opportunity ahead
Proven history of
PRODUCT
LEADERSHIP
and D O M A I N
EXPERTISE
UNMATCHED
DIRECT
CHANNEL
presence creates a unique
competitive advantage
Demonstrated
LEADERSHIP IN
SUSTAINABILITY
focused on
lifecycle solutions
High quality leadership
team fully aligned to a
HIGHPERFORMANCE
CULTURE
Delivering top tier
FINANCIAL
PERFORMANCE
and creating attractive
SHAREHOLDER RETURNS
CAUTIONARY STATEMENTS FOR FORWARD-LOOKING INFORMATION
We have made statements in this Proxy Statement that are forward-looking and therefore are subject to risks and uncertainties.
All statements in this document other than statements of historical fact are, or could be, forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may appear throughout this
Proxy Statement, including the Proxy Summary, Compensation Discussion & Analysis and Governance of the Company
Sustainability. Words such as may, will, expect, intend, estimate, anticipate, believe, should, forecast, project or
plan and terms of similar meaning are also generally intended to identify forward-looking statements. However, the absence
of these words does not mean that a statement is not forward-looking. We caution that these statements are subject to numerous
important risks, uncertainties, assumptions and other factors, some of which are beyond our control, that could cause our
actual results to differ materially from those expressed or implied by such forward-looking statements. A detailed discussion of
risks related to our business is included in the section entitled Risk Factors in our Annual Report on Form 10-K for the 2024
fiscal year filed with the SEC on November 19, 2024, as supplemented by any subsequently filed Quarterly Report on Form 10-Q.
Shareholders, potential investors and others should consider these factors in evaluating the forward-looking statements and
should not place undue reliance on such statements. The forward-looking statements included in this Proxy Statement are made
only as of the date of this document, unless otherwise specified, and, except as required by law, we assume no obligation,
and disclaim any obligation, to update such statements to reflect events or circumstances occurring after the date of this Proxy
Statement.
WEBSITE INFORMATION
This Proxy Statement includes several website addresses and references to additional materials found on those websites.
These websites and materials are not incorporated by reference herein.
(This page has been left blank intentionally.)
Shaping the Next Generation of Smart, Healthy,
and Sustainable Buildings
Letter to our Shareholders:
Dear Shareholders,
The Board and I are proud of the major milestones the Company achieved in 2024,
paving the way for continued growth and shareholder value creation. Our dedicated
teams have built momentum through the substantial progress of our portfolio
transformation into a pure-play provider of comprehensive commercial buildings
solutions. A year of strong operational and financial results positioned us well to
capitalize on growing end markets. I am excited about the tremendous opportunities
ahead, knowing we are better positioned to provide advanced engineered solutions that
meet our customers evolving needs.
Delivered on Portfolio Transformation
We are committed to transforming Johnson Controls into a faster growing, more
profitable and less complex company. This year, we took large strides toward that goal
by announcing the divestiture of our Residential and Light Commercial HVAC business
and our Air Distribution Technologies business, representing approximately 20% of
our sales. These divestitures position Johnson Controls with a simplified, more efficient
business model focused on delivering commercial business solutions. These strategic
moves underscore our dedication to enhancing our focus on core commercial building solutions, setting the stage for sustained
growth and profitability.
Bringing Value Across the Building Lifecycle While Leading the Way in Sustainability
The substantial progress in our transformation is allowing us to benefit from more consistent, predictable performance as our efforts
translate into results demonstrated by a growing record backlog and increased profitability. We are driving results based on our
unique value proposition, with an ability to serve our customers over the lifecycle of the building.
Sustainability will remain at the heart of what we do at Johnson Controls. We are committed to delivering safe, healthy and efficient
buildings through climate control systems, clean electrification technologies and systematic digitalization for both old and new buildings.
Our solutions drive customer outcomes by improving productivity and maximizing outcomes in buildings, which drives business
results and helps our customers achieve their sustainability goals.
Continued Board Refreshment and Succession Planning
As part of our commitment to ongoing Board refreshment and ensuring we have the right mix of skills and experience to support
Johnson Controls evolving business profile, we welcomed Patrick Decker to the Board this year. Patrick is a world-class executive with
extensive experience identifying and unlocking growth opportunities in the technology sector and has already contributed valuable
insights to our transformation efforts.
Recently, Simone Menne informed us she would not be standing for re-election. We thank Simone for her contributions to the
Johnson Controls board through the years.
As Johnson Controls prepares to move to the next phase of growth, we are also preparing for the next leader of the new Johnson
Controls as the Board executes our CEO succession process. On a personal note, I am honored to have served as Johnson Controls
Chief Executive Officer and Chairman of the Board since 2017 and oversee our transformation following the Johnson ControlsTyco merger. I look forward to the naming of my successor and working to ensure a smooth transition as I continue in my role as Chair
of the Board.
Looking ahead to 2025
We are energized by our continued progress as we look to achieve our financial and operational goals, building on the momentum
we created in 2024. It is clear that our transformation efforts have taken hold, and our team has reached important milestones this year,
creating strong momentum entering fiscal 2025. We are excited for the incredible opportunity ahead of us creating value for our
shareholders, serving our customers, and caring for our communities.
Thank you,
George R. Oliver
Chairman and Chief Executive Officer
1/21/2025 Letter Continued (Full PDF)