Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 18, 2020, Johnson Controls International plc (the "Company") announced that Olivier Leonetti, 55, would join the Company and succeed Brian Stief as the Company's Chief Financial Officer. The Company previously announced that Mr. Stief plans to retire from the Company effective December 31, 2020. Mr. Leonetti is expected to join the Company during the fourth quarter of fiscal 2020 and will initially be appointed as Executive Vice President and Chief Financial Officer-Elect of the Company at the Company's next regularly scheduled board meeting. It is expected that Mr. Leonetti will assume the role of Executive Vice President and Chief Financial Officer of the Company following the filing of the Company's annual report on Form 10-K for fiscal year 2020. Following this transition, it is expected that Mr. Stief will remain in the role of Vice Chairman until his retirement.

Mr. Leonetti is currently the Senior Vice President, Chief Financial Officer of Zebra Technologies, a provider of enterprise-level data capture and automatic identification solutions, a position he had held since November 2016. Prior to joining Zebra, Mr. Leonetti was the Executive Vice President and Chief Financial Officer of Western Digital, a provider of data infrastructure solutions from 2014 to 2016. Prior to joining Western Digital, Mr. Leonetti served as Vice President of Finance - Global Commercial Organization at Amgen, Inc. from 2011 to 2014. From 1997 to 2011, Mr. Leonetti served in various senior finance positions with increasing responsibility at Dell Inc., including most recently as Vice President of Finance. Prior to joining Dell Inc., Mr. Leonetti served in various worldwide finance capacities with Lex Rac Service plc and the Gillette Company. Mr. Leonetti also serves as a director on the board of Eaton Corporation, a provider of power management technologies and services.

In connection with Mr. Leonetti's appointment, he will (1) receive a base salary of $740,000, (2) participate in the Company's Annual Incentive Performance Program for fiscal year 2021, with a maximum bonus capped at 200% of his base salary and (3) receive long-term equity incentive awards for fiscal year 2021 consistent with the awards granted to the Company's senior executives, consisting of a mix of performance share units, share options and restricted share units. The value of Mr. Leonetti's long term long-term equity incentive awards will be set by the Compensation Committee in connection with its determination of the compensation of the Company's executive officers for fiscal year 2021. Mr. Leonetti will also receive (1) a one-time cash payment of $800,000 and (2) a one-time restricted share grant valued at $5,500,000 that will vest ratably over a three-year period. Mr. Leonetti will be eligible to participate in all employee benefit plans generally available to senior executives of the Company, which are more fully described in the Company's definitive proxy statement ("Proxy Statement") on Schedule 14A filed with the Securities and Exchange Commission on January 17, 2020. Mr. Leonetti will also be subject to the Company's Severance and Change in Control Policy, which is described in the Company's Proxy Statement.

There are no transactions since the beginning of the Company's last fiscal year in which the Company is a participant and in which Mr. Leonetti or any members of his immediate family have any interest that are required to be reported under Item 404(a) of Regulation S-K. No family relationships exist between Mr. Leonetti and any of the Company's directors or executive officers. The appointment of Mr. Leonetti was not pursuant to any arrangement or understanding between him and any person, other than a director or executive officer of the Company acting in his or her official capacity.

A copy of the press release announcing the hiring of Mr. Leonetti is filed as Exhibit 99.1 to this Current Report on Form 8-K.

--------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits:
Exhibit No.          Description

                       Press release issued by Johnson Controls International plc, dated
99.1                     August 18    , 2020    .

104                  Cover Page Interactive Data File (embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses