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ADIENT PLC
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2022
7, 2023
2022
2023
| What: | ||||||||||||||||
| When: | 1:00 p.m., local time, on Tuesday, March | |||||||||||||||
| Where: | 3 Dublin Landings, North Wall Quay, Dublin 1, Ireland | |||||||||||||||
| Items of Business: | 1. To elect, by separate resolutions, the following | |||||||||||||||
| Julie L. Bushman | Ricky T. Dillon | Frederick A. Henderson | ||||||||||||||
| Peter H. Carlin | Richard Goodman | Barb J. Samardzich | ||||||||||||||
| Douglas G. Del Grosso | José M. Gutiérrez | |||||||||||||||
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2. To ratify, by non-binding advisory vote, the appointment of PricewaterhouseCoopers LLP as our independent auditor for fiscal year | ||||||||||||||||
3. To approve, on an advisory basis, our named executive officer compensation, as described in the accompanying Proxy Statement; | ||||||||||||||||
| 4. To approve, on an advisory basis, the frequency of future advisory votes on named executive officer compensation; | ||||||||||||||||
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| Proposals 1, 2, 3, 4 and | ||||||||||||||||
| Who Can Vote: | Shareholders of record at the close of business on January | |||||||||||||||
| Voting: | YOUR VOTE IS VERY IMPORTANT. For instructions on voting, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail or, if you requested or received a hard copy of the proxy materials, on your enclosed proxy card. Any shareholder entitled to attend and vote at the Annual General Meeting may appoint one or more proxies, who need not be a shareholder of Adient to attend, speak and vote on your behalf. Proxies may be appointed at the times and in the manner set out in the proxy card. | |||||||||||||||
| Annual General Meeting Admission: | If you wish to attend the Annual General Meeting in person, please refer to the section entitled “Annual General Meeting Attendance” in the accompanying Proxy Statement for further details. | |||||||||||||||
| Annual General Meeting Questions: |
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Adient plc
3 Dublin Landings, North Wall Quay Dublin 1, Ireland |  | |||||
24, 2023
Special Precautions Due to
Considerations:
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| Frederick A. Henderson | Douglas G. Del Grosso | |||||
| Chair of the Board | President and Chief Executive Officer | |||||
PROPOSAL THREE: APPROVAL, ON AN ADVISORY BASIS, OF ADIENT’S NAMED EXECUTIVE OFFICER COMPENSATION | ||||||||
| PROPOSAL FIVE: AUTHORIZATION OF THE BOARD TO ISSUE SHARES UNDER IRISH LAW | ||||||||
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | ||||||||
approval as detailed in this Proxy Statement.
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| Voting Item | The Board’s Voting Recommendations | Voting Standard to Approve Proposal (assuming a quorum is present) | Treatment of Abstentions and Broker Non-Votes | |||||||||||
| 1. Election of directors | “FOR” each nominee | Majority of Votes Cast: Votes that shareholders cast “for” must exceed the votes that shareholders cast “against” | Not counted as votes cast and therefore have no effect | |||||||||||
| 2. Ratification of Adient’s independent auditor and authorization of the Board, acting through the Audit Committee, to set auditors’ remuneration | “FOR” | Majority of Votes Cast: Votes that shareholders cast “for” must exceed the votes that shareholders cast “against” | Abstentions are not counted as votes cast and therefore have no effect; brokers may vote without instruction on this proposal | |||||||||||
| 3. Advisory | “FOR” | Majority of Votes Cast: Votes that shareholders cast “for” must exceed the votes that shareholders cast “against” | Not counted as votes cast and therefore have no effect | |||||||||||
| 4. | future advisory votes on named executive officer compensation* | “FOR” | a frequency of “1 Year” | Majority of Votes Cast: | Not counted as votes cast and therefore have no effect | |||||||||
| 5. Renewal of the Board’s authority to issue shares under Irish law | “FOR” | Majority of Votes Cast: Votes that shareholders cast “for” must exceed the votes that shareholders cast “against” | Abstentions are not counted as votes cast and therefore have no effect; brokers may vote without instruction on this proposal | |||||||||||
| 6. Renewal of the Board’s authority to opt-out of statutory preemption rights under Irish law | “FOR” | 75% of the Votes Cast: Votes that shareholders cast “for” must meet or exceed 75% of the total votes cast | ||||||||||||
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Q:How do I vote?
• by completing and mailing your proxy card if you received a copy by mail; or
• by written ballot at the Annual General Meeting.
We encourage you to vote by Internet because it is the most cost-effective voting method. If you vote by Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned a proxy card by mail.
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Q:When are brokers permitted to vote my shares?
• returning a later-dated proxy card;
• giving written notice of revocation addressed to and received by the Secretary at Adient plc, Attn: Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary, 49200 Halyard Drive, Plymouth, Michigan 48170; or
• completing a written ballot at the Annual General Meeting.
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Q:Who will count the votes?
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A: In addition to being posted at https://materials.proxyvote.com/G0084W,you can access the Proxy Statement and the 2022 Annual Report in the “Investors Relations” section of our website at http://investors.adient.com/financial-information/shareholder-meeting. We do not use software that identifies visitors accessing our proxy materials on our website.
• if a broker or other nominee holds your shares, bring proof of your ownership of our ordinary shares through such broker or nominee and a form of identification.
Please note,
PROXY SOLICITATION COST
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2023 SHAREHOLDER PROPOSALS
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A shareholder who intends to nominate any person for director must comply with the requirements set forth in our Articles of Association and applicable law. Among other things, a shareholder must give us timely written notice of the intent to nominate. To be considered timely for the 20232024 Annual General Meeting, the notice must be received between November 8, 20222023 and December 8, 2022.2023. The notice must include all of the information required by our Articles of Association and applicable law including, but not limited to, a shareholder’s intention to nominate a person as a director and the candidate’s name, biographical data and qualifications, as well as the written consent of the person to be named in our Proxy Statement as a director nominee and to serve as a director. Under our Articles of Association, the nominee must also timely deliver to our Secretary a written questionnaire with respect to the background and qualification of such individual and a written representation and agreement (in the form provided by the Secretary), as well as submit to a formal background check. Our Articles of Association also provide proxy access rights that permit eligible shareholders to nominate candidates for election
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In addition to satisfying the foregoing requirements under our Articles of Association, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our director nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act not later than January 7, 2024.
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Q:Where can I find Corporate Governance materials for Adient? A: We have provided the Audit Committee Charter, Human Capital andCompensation Committee Charter, Corporate Governance Committee Charter, Executive Committee Charter, Corporate Governance Guidelines, |
The Ethics Policy, Regulation FD Policy, Insider Trading Policy and Related Party Transactions Policy on our website at http://investors.adient.com/corporate-governance/governance-documents. Our SEC filings (including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Section 16 trading reports) are available at http://investors.adient.com/financial-information/sec-filings.
• calling 1-734-254-3330;
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• visiting the website at http://www.adient.com; or
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Q:What is the process for reporting possible violations of Adient’s policies? A: Possible violations of applicable laws and our policies, including our Ethics Policy, may be anonymously reported by phone, mobile device or through web reporting. Our toll-free domestic and international numbers, as well as our web reporting capability, can be found at http://adient.ethicspoint.com. |
Reports of possible violations of the Ethics Policy may also be made to Heather M. Tiltmann, our Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary, at co-general.counsel@adient.com, or to the attention of Ms. Tiltmann at 49200 Halyard Drive, Plymouth, Michigan 48170.Reports of possible violations of the Ethics Policy by our executive officers or of our financial or accounting policies may be made to the Chair of the Audit Committee. Reports of such possible violations may be sent to the attention of the Chair of the Audit Committee at 49200 Halyard Drive, Plymouth, Michigan 48170.PLEASE VOTE. YOUR VOTE IS VERY IMPORTANT.Promptly returning your proxy card or voting by Internet or telephone will help to reduce the cost of this solicitation.
ONE
:members, although the Board has acted to reduce the size of the Board to eight members immediately following the Annual General Meeting. Raymond L. Conner will not be standing for re-election as a director at the Annual General Meeting.
Julie L. Bushman | Director since 2016 | Age Caucasian / White Female | |||||
Peter H. Carlin Director Since 2018 |
Age Caucasian / White Male | |||||
Professional
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Retired Vice Chairman, The Boeing Company (an aerospace, commercial jetliners and military defense systems company). Mr. Conner served as Vice Chairman of The Boeing Company from 2013 to 2017 and as President and Chief Executive Officer of Boeing Commercial Airplanes from 2012 to 2016. Prior to those positions, Mr. Conner served as Executive Vice President of The Boeing Company, and led Sales, Marketing and Commercial Aviation Services for Boeing Commercial Airplanes. He previously served as Vice President and General Manager of Supply Chain Management and Operations for Boeing Commercial Airplanes, Vice President of Sales for Commercial Airplanes for Boeing Commercial Airplanes and as Vice President of Sales for the Americas for Boeing. Mr. Conner held other positions of increasing responsibility since joining The Boeing Company in 1977. Mr. Conner serves as a director and a member of the Safety Committee and the
Compensation Committee of Alaska Air Group, Inc. Mr. Conner previously served as a director of Carrix, Inc. until 2021 and as a director of Johnson Controls, Inc. until 2016.
Mr. Conner brings to the Board his extensive manufacturing and technical expertise, global leadership experience and insight into government affairs from his executive roles at Boeing.
Douglas G. Del Grosso Director Since 2018 |
Age Caucasian / White Male | |||||
Ricky T. “Rick” Dillon | Director since 2021 | Age African American / Black Male | |||||
Richard Goodman | Director since 2016 | Age Caucasian / White Male | |||||
in 2011 and as Chief Financial Officer of PepsiCo from 2006 to 2010. He previously served in a variety of senior financial positions at that company, including Chief Financial Officer of PepsiCo International, CFO of PepsiCo Beverages International and General Auditor. Mr. Goodman joined PepsiCo in 1992, having previously worked with W.R. Grace in a variety of global senior financial roles. Mr. Goodman serves as a director, a member of the Audit Committee and member of the Compensation and Benefits Committee of The Western Union Company. He serves on the Board of Trustees of Howard University. Mr. Goodman previously served as a director of Pattern Energy Group until March 2020, Kindred Healthcare, Inc. until 2018, and Johnson Controls, Inc. until 2016.
José M. Gutiérrez | Director since 2019 | Age Hispanic / Latino Male | |||||
Frederick A. “Fritz” Henderson | Director since 2016 | Age Caucasian / White Male | |||||
2014 and as a director of Horizon Global Corporation and as chair of its Audit Committee until 2022.
operations, manufacturing and marketing experience, as well as senior-level strategic planning, business development, financial expertise, managerial, management development and compensation and health, environment and safety experience.
Barb J. Samardzich | Director since 2016 | Age Caucasian / White Female | |||||
2021 and as a director of AB SKF until 2022.
RECOMMENDATION OF THE BOARD:
THE BOARD RECOMMENDS YOU VOTE “FOR” EACH NOMINEE.
RECOMMENDATION OF THE BOARD: THE BOARD RECOMMENDS YOU VOTE “FOR” EACH NOMINEE. | |||||
✓ Annual election of all directors ✓ Majority voting for directors ✓ 89% of Board is independent ✓ 44% of Board is gender (22%) or ethnically (22%) diverse ✓ Board Chair and Chief Executive Officer (“ ✓ Independent Board Chair ✓ Proxy access right granted to shareholders | ✓ Audit, Human Capital and Compensation and Corporate Governance Committees composed entirely of independent directors ✓ Executive sessions of independent directors regularly held at Board meetings ✓ Annual Board, committee and director evaluations ✓ Share ownership guidelines for directors and executives ✓ Commitment to corporate sustainability | |||||
In this risk oversight role, the Board is responsible for ensuring that the risk management framework, and any supporting processes implemented by management, are adequate and functioning as designed.
Board/Committee | Primary Areas of Risk Oversight | |||||
| Full Board | The Board oversees matters that may present a material risk to Adient’s operations, plans, prospects or reputation, including the risks and exposures associated with significant capital expenditures, acquisitions and divestitures, management succession and development planning, major litigation and regulatory exposures, as well as the strategic, financial and execution risks and exposures associated with the annual operating plan, including those in the areas of sustainability and environmental, social and governance (“ESG”) matters. | |||||
| Audit Committee | The Audit Committee reviews major risk exposures relating to financial reporting, tax, treasury, internal controls, information technology security (including cybersecurity and data privacy) and legal and regulatory matters, and the steps Adient will take, and has taken, to detect, monitor and actively manage such exposures. The Audit Committee also conducts a review with Adient’s Chief Legal and Human Resources Officer of legal, compliance and regulatory matters that could have a material impact on Adient’s financial statements or Adient’s business, including material notices to or inquiries received from governmental agencies. | |||||
| Corporate Governance Committee | The Corporate Governance Committee reviews the risks and exposures relating to Adient’s corporate governance, director independence, conflicts of interest, ethics and compliance, director compensation program, director candidates and succession planning programs and policies. The Committee also oversees Adient’s ESG strategies, initiatives, policies and practices, as well as the Company’s public disclosures of ESG matters. | |||||
Human Capital and Compensation Committee | The Human Capital and Compensation Committee oversees the risks and exposures associated with leadership assessment, management succession planning, recruiting, retention and executive compensation programs and arrangements, including Adient’s incentive plans, | |||||
been designed to enable the Audit Committee and management to collectively review the effectiveness of Adient’s risk management practices and capabilities, and Adient’s risk exposure and risk tolerance and to elevate key risks to the Board.
Meeting other than Mr. Goodman.
which it identifies and evaluates all director candidates properly nominated as required by Adient’s Corporate Governance Guidelines. The Corporate Governance Committee will consider nominee recommendations from a variety of sources, including nominees recommended by shareholders. The Corporate Governance Committee might, from time to time, retain an executive search firm for a fee to help facilitate the identification, screening and interview process of director nominees. The Corporate Governance Committee expects that qualified candidates will have high-level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems, and will be able to represent the interests of the shareholders as a whole rather than special interest groups or constituencies. The Corporate Governance Committee believes that diverse candidates should be included in and prioritized in every search for director candidates.
• Board Attendance and Engagement • Independence ✓ Board ✓ Committees • Other Time Demands ✓ Employment ✓ Other Boards ✓ Other Matters • Conflicts ✓ Competitor ✓ Key Supplier ✓ Key Customer • Diversity ✓ Ethnic ✓ Gender | • Industry Sector Experience / Expertise ✓ Automotive ✓ Industrial Manufacturing ✓ Technology / Engineering ✓ Asia / China • Functional Experience / Expertise ✓ Current / Recent CEO ✓ Operating Experience ✓ Mergers and Acquisitions ✓ Information Technology Strategy ✓ Cybersecurity ✓ International Exposure ✓ Engineering / Product Development ✓ Regulatory / Government / Legal ✓ Capital Markets ✓ Sustainability / ESG ✓ Human Capital Management | |||||
Among Similarly, the ways inHuman Capital and Compensation Committee is responsible for overseeing Adient’s policies and strategies related to broad human capital matters. The Human Capital and Compensation Committee also receives updates on key human capital trends and metrics at least two times per year from management. Adient’s Board receives updates on ESG matters periodically, including at every one of its scheduled Board meetings, and has overall oversight responsibility for the full range of risks and opportunities related to the impact of ESG on Adient’s business and strategy.
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• Fostering a Diverse and Inclusive Workforce. In fiscal year 2022, Adient also published its Commitment to Diversity, Equity and Inclusion (DE&I) setting forth its DE&I mission and vision, how we manage diversity, how we create an inclusive environment, our community involvement and our commitment to supplier diversity. In fiscal year 2021, Adient formed DE&I Councils in each of its three business regions — the Americas, EMEA (Europe, the Middle East and Africa) and APAC (Asia Pacific) — to identify barriers, raise awareness and drive organizational change as needed. Together, the councils have created a unified brand and logo, launched a global internal DE&I communication portal for employees, and began to develop key performance indicators to measure success and create accountability in this area. We continue to have nearly two dozen active and engaged Business Resource Groups, including the African Ancestry Business Resource Group, the True Colors Network, the Women’s Resource Network, the Hispanic Origins Latino Ancestry group and many others. • Talent Growth and Development. Adient also promotes having a diverse talent pipeline by ensuring that workforce and succession planning include an emphasis on under-represented groups and by supporting the continued development, learning and growth of managers and employees. In addition, Adient requires diverse hiring and succession slates for executive-level positions and regularly reports progress in these areas to the Board. 13 |
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2022.
• whether the terms of the transaction are (i) fair to Adient and (ii) at least as favorable to Adient as would apply if the transaction did not involve a related person;
• whether there are demonstrable business reasons for Adient to enter into the transaction;
• whether the transaction would impair the independence of an outside director under Adient’s director independence standards; and
• whether the transaction would present an improper conflict of interest for any director or executive officer, taking into account the size of the transaction, the overall financial position of the related person, the direct or indirect nature of the related person’s interest in the transaction, and the ongoing nature of any proposed relationship and any other factors the committee deems relevant.
| Director | Committee | ||||||||||||||||||||
| Human Capital and Compensation | Corporate Governance | Executive | ||||||||||||||||||
Julie L. Bushman | Member | Member | |||||||||||||||||||
Peter H. Carlin | Member | Member | |||||||||||||||||||
Raymond L. | Member | Chair | Member | ||||||||||||||||||
Douglas G. Del Grosso | Member | ||||||||||||||||||||
Ricky T. Dillon | Member | Member | |||||||||||||||||||
Richard Goodman | Chair | Member | Member | ||||||||||||||||||
José M. Gutiérrez | Member | Member | |||||||||||||||||||
Frederick A. Henderson | Chair | ||||||||||||||||||||
Barb J. Samardzich | Member | Chair | Member | ||||||||||||||||||
• Review and discuss the audited consolidated financial statements with management and Adient’s independent registered public accounting firm for inclusion of the financial statements and related disclosures in Adient’s Annual Report on Form 10-K;
• Review and discuss with management and Adient’s independent registered public accounting firm Adient’s quarterly consolidated financial statements and disclosures and earnings press releases;
• Review and advise the Board with respect to the effectiveness of Adient’s system for monitoring compliance with laws and regulations;
• Review with Adient’s Chief Legal and Human Resources Officer legal matters that may have a material impact on the consolidated financial statements and any material notices or inquiries received from regulators or governmental agencies regarding compliance;
• Review the activities of Adient’s Internal Audit department, the significant findings from completed audits and the actions Adient’s management is taking in response to those audits;
• Review major financial risk exposures and management’s plans to monitor and control such exposures;
• Review of information technology strategies and plans, including the review of cybersecurity and privacy risks and risk mitigation efforts; and
• Maintain procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters.
• Evaluate and recommend the CEO to the Board;
• Recommend to the Board the selection and retention of officers and key employees;
• Review and approve compensation and compensation-related objectives for senior executives;
• Administer and approve amendments to the executive compensation plans except for such amendments that require Board approval;
• Oversee policies and strategies, as well as review trends and key metrics, related to broad human capital management matters, including but not limited to diversity, equity and inclusion matters; and
• Assess on an annual basis the independence of its compensation consultants, outside legal counsel and other compensation advisers.
• Develop guidelines and criteria for the qualifications of directors and make related recommendations to the Board for approval;
• Select, and recommend to the Board, qualified director candidates, including consideration of any candidates submitted by shareholders in accordance with Adient’s organizational documents;
• Consider, and recommend to the Board, the size and composition of the Board;
• Oversee Adient’s ESG strategies, initiatives, policies and practices, as well as the Company’s public disclosures of ESG matters;
• Develop, and recommend to the Board, standards for director independence and financial expertise; and
• Review and recommend to the Board the overall compensation program for directors, including committee member and chair retainers.
TWO
:2022.
BOARD | ||||||||||
controls.
• reviewing and discussing with management and the independent auditor our consolidated financial statements and related periodic reports filed with the SEC;
• reviewing with management, the independent auditor and the internal auditor, management’s assessment of the effectiveness of our internal controlcontrols over financial reporting, and the effectiveness of our internal controlcontrols over financial reporting;
• reviewing with the independent auditor, management and the internal auditor, as appropriate, the audit scope, and plans of both the independent auditor and internal auditor;
• meeting in executive sessions with each of the independent auditor, management and the internal auditor;
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independent auditor about the quality (not merely the acceptability) of our accounting principles, the reasonableness of significant estimates and judgments and the disclosures in our financial statements, including the disclosures relating to critical accounting policies. PricewaterhouseCoopers LLP also has confirmed to the Audit Committee in writing, as required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, that, in its professional judgment, it is independent of Adient under all relevant professional and regulatory standards.
| (amounts in 000’s) | Fiscal Year 2021
| Fiscal Year 2020
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| Audit Fees(1) | $7,899 | $10,220 | ||||||
Audit-Related Fees(2) | $24 | $156 | ||||||
Tax Fees(3) | $69 | $615 | ||||||
All Other Fees(4) | $65 | $43 | ||||||
Total | $8,057 | $11,034 | ||||||
2021.
| (amounts in 000’s) | Fiscal Year 2022 | Fiscal Year 2021 | ||||||
Audit Fees(1) | $7,806 | $7,899 | ||||||
Audit-Related Fees(2) | - | $24 | ||||||
Tax Fees(3) | $43 | $69 | ||||||
All Other Fees(4) | $1 | $65 | ||||||
| Total | $7,850 | $8,057 | ||||||
THREE
:• Align the interests of executive officers with those of shareholders in a manner that does not encourage excessive risk-taking
• Pay for performance and the achievement of strategic, financial and leadership objectives
• Design awards to drive the achievement of strategic business objectives that increase shareholder value
• Keep compensation competitive to retain, motivate and attract an executive team that continues to drive success
• Maintain compensation practices aligned with our peer group and the automotive industry and reflective of global business conditions
BOARD | ||||||||||
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Adient’s
Despite the significant macro pressures, the Company remained focused on executing near- and longer-term actionseconomic change to enable future success. These included successfully closing its strategic transactionscreate a better environment for everyone.
As we enter fiscal year 2022,2023 from a position of strength. Although the new year will likely bring a unique set of challenges and obstacles to be navigated, Adient continues to remain laser-focused on providing innovative seating solutions to our customers and delivering value to our shareholders.is ready for the challenge. The Company and its leadership team are committed to executing its improvement plan to ensureCompany’s track record suggests it is well-positionedmore than capable. We are confident successful execution of Adient’s strategy will continue to create value for sustained success.
all of Adient’s stakeholders.
| Compensation Actions as a Continued Response to the | The Human Capital and Compensation Committee supported management’s actions in response to the
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• Suspension of the | ||||||
• No Committee discretion was applied to the annual incentive | ||||||
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• Disclosing in this Proxy Statement the peer group Adient intends to | ||||||
| Objectives | ||||||
✓ Reward shareholder value creation over the long-term ✓ Deliver sustained, strong business and financial results through a focus on debt reduction, capital allocation (return on capital), earnings before interest and taxes (EBITDA), cash flow, shareholder value and profitable growth ✓ Attract, retain and motivate a highly qualified and effective executive team | ✓ Align the interests of executive officers with those of shareholders in a manner that does not encourage excessive risk-taking ✓ Pay for performance and the achievement of strategic, financial and leadership objectives ✓ Design awards to drive the achievement of strategic business objectives that increase shareholder value ✓ Keep compensation competitive to retain, motivate and attract an executive team that continues to drive success ✓ Maintain compensation practices aligned with our peer group and the automotive industry and reflective of global business conditions | |||||
Salaries vary in relation to each executive’s specific role, level of expertise and performance over time, also consideringand consider that certain Adient leaders are responsible for the oversight and leadership of our joint ventures. We let performance against established goals dictate where actual compensation falls versus the market.
• Executive compensation program objectives and philosophy
• Financial performance
• Recommendations of the CEO for other NEOs
• Evaluation of CEO performance relative to business objectives
• Assessment of risk management, including avoidance of unnecessary or excessive risk-taking to ensure long-term shareholder value
• Shareholder input includingfrom the prior year’s say-on-pay vote
• Advice of independent compensation consultants
• Market pay practices
• Current and historical compensation
TSR.
 | NEO: 77% Pay “At Risk” | ||||
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| We Do Not... | ||||||||||||||
| þ | Enforce Share Ownership Guidelines for NEOs |  | ý | Provide tax gross-ups | |||||||||||
| Formally assess risk within the executive compensation program | | ý | Provide single-trigger change-of-control arrangements | |||||||||||
| Maintain an Executive Incentive Compensation Recoupment Policy | | ý | Reward executives without a link to performance | |||||||||||
| Set incentive plan targets that consider both internal strategic objectives as well as external context for performance expectations | ý | Provide excessive perquisites | ||||||||||||
| þ | Annually review the link between executive pay and performance | ý |
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Pay dividends on unearned performance-based share units
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| Maintain double-trigger change-of-control arrangements with no excise tax gross-ups | ý | Reprice stock options | ||||||||||||
| Ensure the independence of the | ||||||||||||||
| Implement a strong shareholder engagement process | ||||||||||||||
| þ | Prohibit pledging and hedging transactions with respect to Adient shares | |||||||||||||
directors.
The Human Capital and Compensation Committee Role of the CEO The CEO provides recommendations to the Human Capital and Compensation Committee on the total direct compensation for executives other than himself. The CEO does not make recommendations on his own compensation. The CEO’s recommendations for the other NEOs are based on his personal review of their performance, job responsibilities, importance to our overall business strategy and our compensation philosophy. Although the CEO’s recommendations are given significant weight, the Human Capital and Compensation Committee retains full discretion when determining compensation. | Our Approach to Rewarding Performance Annual Incentive Plan (AIP) •Reward achievement of corporate performance goals Restricted Share Units (RSUs) •Align executives’ long-term financial interests with those of our shareholders •Reinforce ownership in Adient •Support retention of executives Performance Share Units (PSUs) •Align executives’ long-term financial interests with those of our shareholders •Link compensation to building long-term shareholder value and the achievement of key financial targets •Reinforce ownership in Adient •Support retention of executives | |||||
• Adient competes against for talent
• Are in the same or a similar industry and have comparable cost structure, business model and levels of complexity
• Have broadly similar revenues (as of their selection in early fiscal year 2021)2022) that range from $3.0B$2.5B to $25.6B,$19.8B, with a median of $14.4B
For fiscal year 2021,2022, the following companies comprised our Compensation Peer Group:
Adient Compensation Peer Group for Fiscal Year | |||||||||||
American Axle & Manufacturing Holdings, Inc. Aptiv plc Arconic Corporation BorgWarner Inc. Cummins Inc. Dana Incorporated Eaton Corporation plc | Emerson Electric Co. Howmet Aerospace Inc. L-3 Harris Technologies, Inc. Lear Corporation PACCAR Inc. Parker-Hannifin Corporation Stanley Black & Decker, Inc. | Tenneco Inc. | (1) Textron Inc. The Goodyear Tire & Rubber Company Trane Technologies plc Visteon Corporation | ||||||||
(2) Delphi Technologies plc was
(3) Ingersoll-RandApollo Funds and Trane Technologies completed a spinoff-merger deal on March 2, 2020.
will be excluded going forward.
rules.
2021
| Element | Link to Program Objectives |
| Key Features | |||||||||||
Base Salary | The Human Capital and Compensation Committee consider base salaries paid by companies in the Compensation Peer Group. | Cash | Fixed pay that provides a stable source of income and is a standard compensation element in executive compensation packages. | |||||||||||
Annual Incentive | A cash-based award that encourages executives to focus on the business and financial objectives for each fiscal year. The target incentive opportunity is set as a percentage of base salary. | Cash | Variable pay component designed to incentivize and recognize performance in areas of short-term strategic importance. Payout is based on | |||||||||||
Long-Term Incentives •RSUs •PSUs | Ensures that executive pay is directly linked to the achievement of long-term financial objectives, builds shareholder value and supports talent retention. | Long-Term Equity |
Equity-based pay to incent and recognize performance in areas of long-term strategic importance, promote retention and stability and align executives’ interest with shareholders. RSUs have a three-year ratable vesting schedule that promotes retention, and the increase or decrease in their value mirrors what shareholders experience, further aligning executives’ interests with those of our shareholders. PSUs align executive compensation with the creation of shareholder value. PSUs have a three-year cliff vesting schedule with the number of shares earned dependent upon financial performance relative to pre-determined goals. | |||||||||||
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Health and Welfare and Retirement Benefits | A critical element of a total rewards program and thus, helps attract, maintain and retain executive talent. | Benefit | These benefits are broadly applicable to all U.S. executives; retirement benefits are provided through three plans: • Executive Deferred Compensation Plan | |||||||||||
Severance and Change of Control Agreements | An industry-prevalent and competitive component of a total rewards program. Also ensures executives remain focused on the business. | Benefit | These agreements protect Adient and the executives from risks by providing: • Payments and benefits in the event of a change of control The agreements do not provide excise tax gross-ups in the event of a change of control, and equity awards are subject to double-trigger vesting upon a change of control. | |||||||||||
Perquisites | Limited use of perquisites. | Benefit |
| |||||||||||
| NEO | FY 2020 Base Salary(1) | FY 2021 Base Salary (effective 1/1/2021)(1) | Year over Year % Increase | FY 2021 Actual Base Salary Received in Cash(1),(2) | FY 2021 Actual Base Salary Received in RSUs(3) | |||||
Douglas G. Del Grosso | $1,185,000 | $1,185,000 | 0% | $829,500 | $355,500 | |||||
Jeffrey M. Stafeil | $780,000 | $780,000 | 0% | $546,625 | $234,000 | |||||
Jerome J. Dorlack | $600,000 | $600,000 | 0% | $420,000 | $180,000 | |||||
Jian James Huang | $642,506 | $642,506 | 0% | $449,754 | $192,752 | |||||
Michel P. Berthelin | $416,122 | $505,291 | 28.6% | $371,538 | $133,753 | |||||
| NEO | FY 2021 Base Salary(1) | FY 2022 Base Salary (effective 1/1/2022)(1) | Year over Year % Increase | FY 2022 Actual Base Salary Received in Cash(1) (2) | FY 2022 Actual Base Salary Received in RSUs granted in FY 2021(3) | ||||||||||||
| Douglas G. Del Grosso | $1,185,000 | $1,185,000 | 0.0% | $918,375 | $266,625 | ||||||||||||
| Jeffrey M. Stafeil | $780,000 | $814,500 | 4.4% | $634,125 | $175,500 | ||||||||||||
| Jerome J. Dorlack | $600,000 | $615,000 | 2.5% | $476,250 | $135,000 | ||||||||||||
| Heather M. Tiltmann | $563,000 | $601,080 | 6.8% | $464,885 | $126,675 | ||||||||||||
| Jian James Huang | $640,683 | $656,700 | 2.5% | $503,922 | $148,774 | ||||||||||||
Huang.
Huang.
market median for his new role as Chief Financial Officer.
To continue our turnaround efforts,
• Financial Metrics: adjustedAdjusted EBITDA and free cash flow, which are vital in our turnaround efforts
• Strategic Objectives: completionPriorities: Design and implementation of corporate transformational projects relating to improving operations, managing costs,Adient’s global renewable energy program and improving quality performance,development of greenhouse gas reduction and enhancing sustainability efforts and improving performance.
Adjusted EBITDA ($M) Free Cash Flow ($M) Strategic Objectives metrics. The Human Capital and Compensation Committee set performance targets for each metric on the basis of our fiscal year 2022 projections. Target performance for Adjusted EBITDA was set lower than the fiscal year 2021 level to take into account the anticipated impact of the persistent macro headwinds, such as supply chain disruptions and inflationary pressures, on our results.28Fiscal Year 20212022 AIP PerformanceFollowing are the thresholds, targets and maximums set by the Human Capital and Compensation Committee for the fiscal year, as well as actual performance results for financial metrics:Performance Metrics Weight FY 2021 Goals FY 2021 Performance FY 2021 Total
Payout Threshold Target Maximum Actual
Achievement Weighted
Payout % 40% $750 $900 $1,050 $ 918 45% 110% 40% $(100) $— $150 $19 45% 20% Achieved/Not Achieved Achieved 20% Performance Metrics Weight FY 2022 Goals FY 2022 Performance FY 2022
Total PayoutThreshold Target Maximum Actual
AchievementWeighted
Payout %Adjusted EBITDA ($M) 40% $560 $710 $976 $713 40% 119% Free Cash Flow ($M) 40% $(100) $— $266 $124 59% Strategic Priorities 20% Achieved/Not Achieved Achieved 20% Adjusted EBITDA is defined as income before income taxes and noncontrolling interests excluding net financing charges, restructuring, impairment and related costs, purchase accounting amortization, transaction gains/losses, expenses associated with becoming an independent company, other significant non-recurring items and net mark-to-market adjustments on pension and postretirement plans and excluding depreciation and stock-based compensation.
Free cash flowCash Flow is defined as cash from operating activities, less capital expenditures. For fiscal year 20212022 AIP performance, freeFree Cash Flow included $41 million in related cash flow included $169M in dividendsreceipts payable to Adient from merger and acquisition activity.
activity and Adjusted EBITDA and Free Cash Flow reflected translational currency exchange fluctuations (resulting in an increase of $36 million).
| NEO(1) | Award Target (as a % of | Award Target ($) | FY 2021 Actual Payout Amount ($) | |||||||
Douglas G. Del Grosso | 150% | $1,777,500 | $1,955,250 | |||||||
Jeffrey M. Stafeil | 100% | $780,616 | $858,678 | |||||||
Jerome J. Dorlack | 85% | $510,000 | $561,000 | |||||||
Jian James Huang | 75% | $481,880 | $530,068 | |||||||
Michel P. Berthelin | 75% | $378,785 | $416,664 | |||||||
2022.
NEO(1) | Award Target (as a % of Base Salary) | Award Target ($) | FY 2022 Actual Payout Amount ($) | ||||||||
| Douglas G. Del Grosso | 150% | $1,777,500 | $2,115,225 | ||||||||
| Jeffrey M. Stafeil | 100% | $809,585 | $963,406 | ||||||||
| Jerome J. Dorlack | 90% | $550,097 | $654,615 | ||||||||
| Heather M. Tiltmann | 75% | $443,611 | $527,897 | ||||||||
| Jian James Huang | 85% | $554,764 | $660,169 | ||||||||
• RSUs vest one-third per year over three years and provide additional value to the holder when the stock price rises. By awarding RSUs, we link LTIsLTI opportunities directly to stock price. If the stock price decreases, so does the value of the executive’s compensation. RSUs can help to maintain competitive compensation levels in the market and retain high-performing employees through multi-year vesting requirements.
• PSUs vest at the end of the three-year performance period (FY2021-FY2023)(fiscal years 2022 - 2024). The performance metrics for the fiscal year 2021 LTI2022 PSUs are Leverage Ratio (50%Return on Sales (25%), Cumulative Free Cash Flow (25%) and Relativerelative TSR (50%) based on rank within a peer group. Also, ifReturn on Sales and Cumulative Free Cash Flow replaced leverage ratio (Net Debt / Adjusted EBITDA), as the Committee believed these updated metrics more accurately represent successful achievement of our long-term strategic objectives during times of volatility in our business environment. The Return on Sales metric measures fiscal year 2024 consolidated EBITDA / sales, while Cumulative Free Cash Flow measures the combined Free Cash Flow from fiscal years 2022 - 2024. If absolute TSR is negative, the maximum metric payout for our fiscal year 2022 PSUs is capped at 100%. The Human Capital and Compensation Committee set the thresholds, targets and maximums for the fiscal years 2021-20232022 - 2024 LTI performance period based on Adient’s long-term strategic plan. This approach ensures we provide competitive incentive compensation based on market-competitive performance while continuing to focus on strategic long-term deliverables.
| FY 2022 LTI PSU Custom Peer Group (12 Companies, 11 Peers) | ||||||||
| Adient plc American Axle & Manufacturing Holding Inc. Aptiv plc Autoliv | BorgWarner Inc. Dana Incorporated Foriva (FKA Faurecia) The Goodyear Tire & Rubber Company | HUAYU Lear Corporation Tenneco Inc. (1) Toyota Boshoku | ||||||
| FY 2021 Long-Term Incentive Grant | ||||||||||||||||||||
Number of PSUs | Target Value of PSUs | Number of RSUs | Value of RSUs | Total Target Value of Award | ||||||||||||||||
Douglas G. Del Grosso | 204,741 | $5,700,000 | 136,494 | $3,800,000 | $9,500,000 | |||||||||||||||
Jeffrey M. Stafeil | 53,879 | $1,500,000 | 35,919 | $1,000,000 | $2,500,000 | |||||||||||||||
Jerome J. Dorlack | 33,405 | $930,000 | 22,270 | $620,000 | $1,550,000 | |||||||||||||||
Jian James Huang | 20,043 | $558,000 | 13,362 | $372,000 | $930,000 | |||||||||||||||
Michel P. Berthelin | 23,383 | $651,000 | 15,589 | $434,000 | $1,085,000 | |||||||||||||||
2022:
| NEO | FY 2022 Long-Term Incentive Grant | ||||||||||||||||
Number of PSUs | Target Value of PSUs | Number of RSUs | Value of RSUs | Total Target Value of Award | |||||||||||||
| Douglas G. Del Grosso | 121,820 | $5,700,000 | 81,213 | $3,800,000 | $9,500,000 | ||||||||||||
| Jeffrey M. Stafeil | 32,058 | $1,500,000 | 21,372 | $1,000,000 | $2,500,000 | ||||||||||||
| Jerome J. Dorlack | 22,184 | $1,038,000 | 14,789 | $692,000 | $1,730,000 | ||||||||||||
| Heather M. Tiltmann | 18,978 | $888,000 | 12,652 | $592,000 | $1,480,000 | ||||||||||||
| Jian James Huang | 13,310 | $623,000 | 8,873 | $416,000 | $1,039,000 | ||||||||||||
For
| Goals | Weight |
FY 2019 Performance Targets | ||||||||||||||
10/1/2018 - 9/30/2021 | FY19 Final Payout | |||||||||||||||
| Threshold | Target | Maximum | Final Results |
Weighted Payout | ||||||||||||
Adjusted EBITDA | 40% | $1,150 | $1,350 | $1,550 | $918 | 0% |
| 44.0%
|
| |||||||
Free Cash Flow | 40% | $100 | $300 | $500 | $19 | 0% | ||||||||||
Net Debt / Adjusted EBITDA | 20% | 2.6 | 2.4 | 2.2 | 1.88 | 40% | ||||||||||
Relative TSR Modifier | Applied by Rank: 1st = +20%, 12th = -20% | 10% | 4% | |||||||||||||
as follows:
| Metric | Weight | FY 2020 Performance Targets | |||||||||||||||||||||
| 10/1/2019 - 9/30/2022 | FY 2020 Payout Before Discretionary Adjustment Described in Second Paragraph Below | ||||||||||||||||||||||
| Threshold | Target | Maximum | Final Results | Weighted Payout % | |||||||||||||||||||
| Adjusted EBITDA | 40% | $928 | $1,128 | $1,328 | $713 | 0% | 81% | ||||||||||||||||
| Free Cash Flow | 40% | $20 | $220 | $420 | $124 | 30% | |||||||||||||||||
| Net Debt / Adjusted EBITDA | 20% | 2.75 | 2.55 | 2.35 | 2.29 | 40% | |||||||||||||||||
| Relative TSR Modifier | Applied by Rank: 1st = +20%, 12th = -20% | 15% | 11% | ||||||||||||||||||||
Fiscal Year 2020 Retention RSU Awards
As previously disclosed in the Compensation Discussiontranslational currency exchange fluctuations for Adjusted EBITDA and AnalysisFree Cash Flow for fiscal year 2019,2020 PSU performance (resulting in November 2019,an increase of $36 million) and for future years’ incentive awards.
difficult environment that occurred over the three-year performance period. The Human Capital and Compensation Committee felt that management had achieved extraordinary outcomes over the last three years despite a number of shares subject to the RSU retention awardsfactors outside of their control that significantly impacted operations and their target values are shown in the table below:
| Number of Retention RSUs | Value of Retention RSUs | |||
Jeffrey M. Stafeil | 60,415 | $1,250,000 | ||
Jerome J. Dorlack | 51,130 | $1,057,880 | ||
Jian James Huang | 7,249 | $150,000 | ||
Michel P. Berthelin | 11,037 | $228,356 |
The grant date fair valuefinancial
performance goals been modified to take into account these and other factors. The cumulative impact of the modified calculation considered by the Committee would have earned a payout of approximately 120% of target. After discussion and consideration of these factors, the Committee exercised its discretion to approve a payout at 100% of target - less than the payout of 120% of target that would have been suggested by the modified calculation - to acknowledge that management’s extraordinary performance was stronger than a below-target payout would have suggested.
NEO | Required Minimum Ownership | |||||
| CEO | ||||||
| 6x base salary | |||||
Other Executive Officers* | 3x base salary | |||||
• The payment or delivery of shares was based on the applicable performance period’s financial results that were subsequently the subject of a material restatement, other than a restatement due to changes in accounting policy.
• The Human Capital and Compensation Committee believes the covered officer engaged in conduct that caused, or even partially caused, the need for the restatement.
• A lower payment would have been made, or fewer shares delivered, to the covered officer based upon the restated financial results.
In addition, if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws as a result of misconduct, then we will also seek to recover any compensation received by the CEO and CFO (consistent with Section 304 of the Sarbanes-Oxley Act of 2002).
2023.
on and after October 1, 2018, and deferrals arising from RSUs granted on or after October 1, 2019, will automatically be deemed invested in Adient shares and cannot be reallocated to other investment options.
| Change of Control Termination | Non-Change of Control Termination | ||||||||||
Triggering Events | During the two years after a change of control: • Involuntary termination other than for cause, disability or death • Resignation for good reason | • Involuntary termination other than for cause, disability or death • Resignation for good reason | |||||||||
Cash Severance | • 3x base salary and average bonus | • 1.5x base salary | |||||||||
Bonus | • Full current year annual bonus based on actual performance | • Pro rata current year annual bonus based on actual performance | |||||||||
Release of Claims | • Required | ||||||||||
Benefits Replacement | • Cash payment equal to monthly employer contributions for welfare benefits and retirement plans | • Same as Change of Control Termination, multiplied by 18 | |||||||||
| Equity Acceleration | • Awards vest on a pro rata basis (subject to achievement of any applicable performance goals or more favorable treatment in the applicable equity award agreement) • Awards under the Adient plc 2021 Omnibus Incentive Plan would receive more favorable treatment as the | • Awards vest on a pro rata basis (subject to achievement of any applicable performance goals or more favorable treatment in the applicable equity award agreement) | |||||||||
Excise Tax Gross-up Payment | • None | ||||||||||
Restrictive Covenants | • Perpetual confidentiality covenant • Trade secrets protection, non-disparagement, non-competition and non-solicitation for 12-18 months | ||||||||||
Definition of “Change of Control” | The agreements use the same definition as the Adient plc 2021 Omnibus Incentive Plan, which defines a change of control as: • The acquisition by a person of 35% or more beneficial ownership of Adient’s then-outstanding ordinary shares or then-outstanding voting securities (excluding acquisitions from or by Adient or by any of Adient’s employee benefit plans) | |||||
• A majority change in the Adient Board of Directors that is not approved by at least a majority of Adient’s incumbent Board of Directors (or their Board-approved successors) • A reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Adient or any of its subsidiaries, a sale or other disposition of all or substantially all of Adient’s assets or the acquisition of assets or shares of another entity by Adient or any of its subsidiaries • Shareholder approval of a complete liquidation or dissolution of Adient | • Not applicable | |||||
| Definition of “Cause” | • Substantial failure (other than due to disability) or refusal to perform essential duties and responsibilities • Material violation of any fiduciary duty • Conviction of, or entry of a plea of no contest with respect to, certain crimes • Dishonesty or theft • Material violation of material rules or material policies • Other egregious or morally repugnant conduct that has, or could have, a serious and detrimental impact on Adient, its affiliates or its or their employees | ||||||||||
Definition of “Good Reason” | • Certain changes in the principal location of employment • Material reduction to total cash compensation target or equity award value target from the levels in effect immediately prior to the change of control • Application of performance goals to incentive compensation awards for which the probability of attainment is materially more difficult than it would be under the incentive plans in effect immediately prior to the change of control • A change in the position to which the executive officer reports (does not apply to the CEO) • Material diminution of the authority, duties, or responsibilities such that the position held is no longer commensurate with that of the position held immediately prior to the change of control and/or when the agreement was entered into | • Certain changes in the principal location of employment • Material reduction to total cash compensation target or equity award value target (other than as part of a widespread reduction in compensation applied consistently to other peer executives) • A change in the position to which the executive officer reports (does not apply to the CEO or Mr. Dorlack) | ||||||
We maintain
practice.
Code, which limits the tax deductibility of compensation that we pay to certain covered employees, generally including our NEOs, to $1 million in any year. Although the Human Capital and Compensation Committee seeks to structure compensation in a tax-efficient manner when possible, it may award compensation that is not fully deductible under Section 162(m) if it believes such compensation will contribute to the achievement of our business objectives.
APAC.
Name and Principal
| Year (b) | Salary(2) (c) | Bonus(3) (d) | Stock (e) | Option Awards (f) | Non-Equity Incentive Plan Compensation(5) (g) | Change in Non-Qualified (h) | All Other Compensation(7) (i) | Total (j) | |||||||||
Douglas G. Del Grosso President & CEO | 2021 | $829,500 | – | $11,390,360 | – | $1,955,250 | – | $67,314 | $14,242,424 | |||||||||
2020 | $953,634 | – | $8,166,116 | – | $1,693,696 | – | $455,315 | $11,268,761 | ||||||||||
2019 | $1,150,000 | $800,000 | $10,385,848 | – | $1,949,250 | – | $211,656 | $14,496,754 | ||||||||||
Jeffrey M. Stafeil Exec VP & CFO | 2021 | $546,625 | – | $3,144,890 | – | $858,678 | – | $62,830 | $4,613,023 | |||||||||
2020 | $631,042 | – | $4,059,084 | – | $748,800 | – | $266,682 | $5,705,608 | ||||||||||
2019 | $780,000 | – | $1,547,580 | – | $881,400 | – | $193,676 | $3,402,656 | ||||||||||
Jerome J. Dorlack Exec VP, Americas | 2021 | $420,000 | – | $1,986,518 | – | $561,000 | – | $34,050 | $3,001,568 | |||||||||
2020 | $479,861 | – | $2,682,370 | – | $484,458 | – | $175,428 | $3,822,117 | ||||||||||
2019 | $522,727 | $400,000 | $1,367,146 | – | $599,195 | – | $99,316 | $2,988,384 | ||||||||||
Jian James Huang Exec VP, APAC(8) | 2021 | $449,754 | – | $1,283,044 | – | $530,068 | – | $102,691 | $2,365,557 | |||||||||
2020 | $510,000 | – | $644,714 | – | $342,168 | – | $97,924 | $1,594,806 | ||||||||||
2019 | $590,070 | – | $185,686 | – | $480,035 | – | $102,955 | $1,358,746 | ||||||||||
Michel P. Berthelin Exec VP, EMEA(8) | 2021 | $371,538 | – | $1,418,251 | – | $416,664 | – | $20,051 | $2,226,504 | |||||||||
2020 | $324,530 | – | $653,909 | – | $220,730 | – | $20,352 | $1,219,521 |
2022
Name and Principal Position(1) (a) | Year (b) | Salary(2) (c) | Bonus (d) | Stock Awards(3) (e) | Option Awards (f) | Non-Equity Incentive Plan Compensation(4) (g) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(5) (h) | All Other Compensation(6) (i) | Total (j) | ||||||||||||||||||||
Douglas G. Del Grosso President & CEO | 2022 | $918,375 | -- | $12,114,873 | -- | $2,115,225 | -- | $206,728 | $15,355,201 | ||||||||||||||||||||
| 2021 | $829,500 | -- | $11,390,360 | -- | $1,955,250 | -- | $67,314 | $14,242,424 | |||||||||||||||||||||
| 2020 | $953,634 | -- | $8,166,116 | -- | $1,693,696 | -- | $455,315 | $11,268,761 | |||||||||||||||||||||
Jeffrey M. Stafeil Former Exec VP & CFO(7) | 2022 | $634,125 | -- | $3,286,830 | -- | $963,406 | -- | $102,856 | $4,987,217 | ||||||||||||||||||||
| 2021 | $546,625 | -- | $3,144,890 | -- | $858,678 | -- | $62,830 | $4,613,023 | |||||||||||||||||||||
| 2020 | $631,042 | -- | $4,059,084 | -- | $748,800 | -- | $266,682 | $5,705,608 | |||||||||||||||||||||
Jerome J. Dorlack Exec VP, Americas | 2022 | $476,250 | -- | $2,209,310 | -- | $654,615 | -- | $70,680 | $3,410,855 | ||||||||||||||||||||
| 2021 | $420,000 | -- | $1,986,518 | -- | $561,000 | -- | $34,050 | $3,001,568 | |||||||||||||||||||||
| 2020 | $479,861 | -- | $2,682,370 | -- | $484,458 | -- | $175,428 | $3,822,117 | |||||||||||||||||||||
Heather M. Tiltmann Exec VP, Legal and HR | 2022 | $464,885 | -- | $1,653,616 | -- | $527,897 | -- | $52,580 | $2,698,979 | ||||||||||||||||||||
Jian James Huang Exec VP, APAC(8) | 2022 | $503,922 | -- | $1,218,938 | -- | $660,169 | -- | $81,686 | $2,464,716 | ||||||||||||||||||||
| 2021 | $449,754 | -- | $1,283,044 | -- | $530,068 | -- | $102,691 | $2,365,557 | |||||||||||||||||||||
| 2020 | $510,000 | -- | $644,714 | -- | $342,168 | -- | $97,924 | $1,594,806 | |||||||||||||||||||||
2022. Mr. Stafeil resigned as our Executive Vice President and Chief Financial Officer effective November 30, 2022, and his last day of employment with Adient was December 9, 2022.
(4)Stock Awards:Awards: The amounts in column (e) for fiscal year 20212022 reflect the grant date fair value of equity awards granted during the fiscal year, which consisted of RSUs and PSUs granted under our 20162021 Omnibus Incentive Plan, as well as, for each of our NEOs other than Ms. Tiltmann, the incremental fair value resulting from an accounting modification to PSUs granted in fiscal year 2020. The modification to these PSUs is described in further detail in the section titled “Analysis of Fiscal Year 2022 Compensation – Payout of Fiscal Year 2020 Performance Share Units (PSUs)” in the Compensation Discussion and 2021 Omnibus Incentive Plan. TheseAnalysis (“CD&A”). The amounts relating to the RSUs and PSUs granted during fiscal year 2022 represent the fair value of the entire amount of the award calculated in accordance with Financial Accounting Standards Board ASC Topic 718, excluding the effect of estimated forfeitures. For RSUs, fair value is computed by multiplying the total number of shares subject to the award by the closing market price of an ordinary share on the date of grant. In the case of PSUs, the amounts are based on the probable outcome of performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding forfeitures. Potential payouts range from 0% to 200% of the target amounts for the PSUs. Assuming performance at the highest level, the aggregate values of the PSUs granted during fiscal year 20212022 at the date of grant (based on the maximum number of shares that could be earned under the PSUs and the closing market price of an ordinary share on the date of grant) were as follows: $11,399,979$11,399,916 for Mr. Del Grosso; $2,999,983$2,999,988 for Mr. Stafeil; $1,859,990$2,075,979 for Mr. Dorlack; $1,115,994$1,775,961 for Ms. Tiltmann; and $1,245,550 for Mr. Huang; and $1,301,965 for Mr. Berthelin.Huang. Footnote 12 to the audited financial statements for the fiscal year ended September 30, 20212022, which appearappears in Adient’s Annual Report on Form 10-K that was filed with the SEC on November 23, 202122, 2022 includes assumptions that were used in the calculation of the equity award values.
(5) The incremental fair values resulting from the modification to the fiscal year 2020 PSUs were as follows: $1,500,305 for Mr. Del Grosso; $493,510 for Mr. Stafeil; $276,359 for Mr. Dorlack; and $59,209 for Mr. Huang.
(6)&A.
(7)(6) All Other Compensation: The fiscal year 20212022 amounts reported in column (i) for each NEO consist of the following:
| Name | Company Leased Car ($) | Perquisite Allowance (b) ($) | Employer ($) | Miscellaneous (d) ($) | Total Other Compensation ($) | |||||
Douglas G. Del Grosso President & CEO | – | $41,475 | $25,839 | – | $67,314 | |||||
Jeffrey M. Stafeil Exec VP & CFO | $18,338 | $27,331 | $16,881 | $280 | $62,830 | |||||
Jerome J. Dorlack Exec VP, Americas | – | $21,000 | $13,050 | – | $34,050 | |||||
Jian James Huang Exec VP, APAC | $66,149 | $22,488 | – | $14,054 | $102,691 | |||||
Michel P. Berthelin Exec VP, EMEA | $10,697 | – | $9,354 | – | $20,051 |
| Name | Company Leased Car Program (a) ($) | Perquisite Allowance (b) ($) | Employer Retirement Contributions (c) ($) | Miscellaneous (d) ($) | Total Other Compensation ($) | ||||||||||||
Douglas G. Del Grosso President & CEO | – | $10,369 | $196,359 | $0 | $206,728 | ||||||||||||
Jeffrey M. Stafeil Exec VP & CFO | – | $7,013 | $95,844 | $0 | $102,856 | ||||||||||||
Jerome J. Dorlack Exec VP, Americas | – | $5,250 | $65,430 | $0 | $70,680 | ||||||||||||
Heather M. Tiltmann Exec VP, Legal and HR | – | $4,926 | $47,654 | $0 | $52,580 | ||||||||||||
Jian James Huang Exec VP, APAC | $60,211 | $5,606 | $0 | $15,870 | $81,686 | ||||||||||||
year from September 1, 2021 through December 31, 2021. The perquisite allowance was discontinued effective January 1, 2022.
2022
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) ($) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) (#) | All Other Stock Awards: Number of Shares of Stock(3) (#) | Grant Date ($) | |||||||||||||||||
| Name | Grant Date | Date of Committee Action | Threshold | Target | Maximum | Threshold | Target | Maximum | ||||||||||||
| Douglas G. Del Grosso President & CEO | 11/19/2020 | 11/19/2020 | – | – | – | 51,185 | 204,741 | 409,482 | – | $7,217,120 | ||||||||||
| 11/19/2020 | 11/19/2020 | – | – | – | – | – | – | 136,494 | $3,799,993 | |||||||||||
| 7/1/2021 | 6/24/2021 | – | – | – | – | – | – | 8,265 | $373,247 | |||||||||||
| – | – | $88,875 | $1,777,500 | $3,199,500 | – | – | – | – | – | |||||||||||
| Jeffrey M. Stafeil Exec VP & CFO | 11/19/2020 | 11/19/2020 | – | – | – | 13,470 | 53,879 | 107,758 | – | $1,899,235 | ||||||||||
| 11/19/2020 | 11/19/2020 | – | – | – | – | – | – | 35,919 | $999,985 | |||||||||||
| 7/1/2021 | 6/24/2021 | – | – | – | – | – | – | 5,440 | $245,670 | |||||||||||
| – | – | $39,031 | $780,616 | $1,405,110 | – | – | – | – | – | |||||||||||
| Jerome J. Dorlack Exec VP, Americas | 11/19/2020 | 11/19/2020 | – | – | – | 8,351 | 33,405 | 66,810 | – | $1,177,526 | ||||||||||
| 11/19/2020 | 11/19/2020 | – | – | – | – | – | – | 22,270 | $619,997 | |||||||||||
| 7/1/2021 | 6/24/2021 | – | – | – | – | – | – | 4,185 | $188,995 | |||||||||||
| – | – | $25,500 | $510,000 | $918,000 | – | – | – | – | – | |||||||||||
| Jian James Huang Exec VP, APAC | 11/19/2020 | 11/19/2020 | – | – | – | 5,011 | 20,043 | 40,086 | – | $706,516 | ||||||||||
| 11/19/2020 | 11/19/2020 | – | – | – | – | – | – | 13,362 | $371,998 | |||||||||||
| 7/1/2021 | 6/24/2021 | – | – | – | – | – | – | 4,529 | $204,530 | |||||||||||
| – | – | $24,094 | $481,880 | $867,384 | – | – | – | – | – | |||||||||||
Michel P. Berthelin Exec VP, EMEA | 11/19/2020 | 11/19/2020 | – | – | – | 5,846 | 23,383 | 46,766 | – | $824,251 | ||||||||||
| 11/19/2020 | 11/19/2020 | – | – | – | – | – | – | 15,589 | $433,998 | |||||||||||
| 7/1/2021 | 6/24/2021 | – | – | – | – | – | – | 3,543 | $160,002 | |||||||||||
| – | – | $18,939 | $378,785 | $681,813 | – | – | – | – | – | |||||||||||
2022.
| Name | Grant Date | Date of Committee Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) ($) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) (#) | All Other Stock Awards: Number of Shares of Stock(3) (#) | Grant Date Fair Value of Stock and Option Awards(4)(5)(6) ($) | ||||||||||||||||||||||||||
| Threshold | Target | Maximum | Threshold | Target | Maximum | |||||||||||||||||||||||||||
| Douglas G. Del Grosso President & CEO | 10/17/2022 | – | – | – | 48,854 | – | $1,500,306 | |||||||||||||||||||||||||
| 11/18/2021 | 11/18/2021 | – | – | – | 15,228 | 121,820 | 243,640 | – | $6,814,611 | |||||||||||||||||||||||
| 11/18/2021 | 11/18/2021 | – | – | – | – | – | – | 81,213 | $3,799,956 | |||||||||||||||||||||||
| – | – | $177,750 | $1,777,500 | $3,199,500 | – | – | – | – | – | |||||||||||||||||||||||
Jeffrey M. Stafeil Exec VP & CFO(7) | 10/17/2022 | – | – | – | – | 16,070 | – | – | $493,510 | |||||||||||||||||||||||
| 11/18/2021 | 11/18/2021 | – | – | – | 4,007 | 32,058 | 64,116 | – | $1,793,325 | |||||||||||||||||||||||
| 11/18/2021 | 11/18/2021 | – | – | – | – | – | – | 21,372 | $999,996 | |||||||||||||||||||||||
| – | – | $80,959 | $809,585 | $1,457,253 | – | – | – | – | – | |||||||||||||||||||||||
| Jerome J. Dorlack Exec VP, Americas | 10/17/2022 | – | – | – | – | 8,999 | – | – | $276,359 | |||||||||||||||||||||||
| 11/18/2021 | 11/18/2021 | – | – | – | 2,773 | 22,184 | 44,368 | – | $1,240,973 | |||||||||||||||||||||||
| 11/18/2021 | 11/18/2021 | – | – | – | – | – | – | 14,789 | $691,977 | |||||||||||||||||||||||
| – | – | $55,010 | $550,097 | $990,175 | – | – | – | – | – | |||||||||||||||||||||||
Heather M. Tiltmann Exec VP, Legal & HR | 11/18/2021 | 11/18/2021 | – | – | – | 2,372 | 18,978 | 37,956 | – | $1,061,629 | ||||||||||||||||||||||
| 11/18/2021 | 11/18/2021 | – | – | – | – | – | – | 12,652 | $591,987 | |||||||||||||||||||||||
| – | – | $44,361 | $443,611 | $798,500 | – | – | – | – | – | |||||||||||||||||||||||
| Jian James Huang Exec VP, APAC | 10/17/2022 | – | – | – | – | 1,928 | – | – | $59,209 | |||||||||||||||||||||||
| 11/18/2021 | 11/18/2021 | – | – | – | 1,664 | 13,310 | 26,620 | – | $744,561 | |||||||||||||||||||||||
| 11/18/2021 | 11/18/2021 | – | – | – | – | – | – | 8,873 | $415,168 | |||||||||||||||||||||||
| – | – | $55,476 | $554,764 | $998,575 | – | – | – | – | – | |||||||||||||||||||||||
2024.
(4)No stock options were granted to Adient’s NEOs in fiscal year 2021.
2022.
(6) Amounts with a grant date of October 17, 2022, reflect the incremental fair value resulting from an accounting modification to PSUs granted in fiscal year 2020. The modification to these PSUs is described in further detail in the section titled “Analysis of Fiscal Year 2022 Compensation – Payout of Fiscal Year 2020 Performance Share Units (PSUs)” in the CD&A.
| Option Awards(1) | Stock Awards | |||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Vested(2) | Market Vested(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) (4) | ||||||||||||||||
| (#) | (#) | ($) | (#) | ($) | (#) | ($) | ||||||||||||||||||
Douglas G. Del Grosso President & CEO | – | – | – | – | 238,358 | $ | 9,879,939 | 673,424 | $ | 27,913,425 | ||||||||||||||
Jeffrey M. Stafeil Exec VP & CFO | – | – | – | – | 132,831 | $ | 5,505,845 | 150,048 | $ | 6,219,490 | ||||||||||||||
Jerome J. Dorlack Exec VP, Americas | – | – | – | – | 98,637 | $ | 4,088,504 | 90,492 | $ | 3,750,893 | ||||||||||||||
Jian James Huang Exec VP, APAC | 222 | – | $28.97 | 10/5/2022 | 28,866 | $ | 1,196,496 | 45,160 | $ | 1,871,882 | ||||||||||||||
Michel P. Berthelin Exec VP, EMEA | – | – | – | – | 34,692 | $ | 1,437,983 | 51,840 | $ | 2,148,768 | ||||||||||||||
2022.
| Name | Stock Awards | |||||||||||||
Number of Shares of Stock That Have Not Vested(1) (#) | Market Value of Shares of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2)(3) ($) | |||||||||||
Douglas G. Del Grosso President & CEO | 210,132 | $5,831,163 | 531,302 | $14,743,631 | ||||||||||
Jeffrey M. Stafeil Exec VP & CFO | 87,972 | $2,441,223 | 139,816 | $3,879,894 | ||||||||||
Jerome J. Dorlack Exec VP, Americas | 62,177 | $1,725,412 | 88,994 | $2,469,584 | ||||||||||
| Heather M. Tiltmann Exec VP, Legal & HR | 21,204 | $588,411 | 40,528 | $1,124,652 | ||||||||||
Jian James Huang Exec VP, APAC | 22,930 | $636,308 | 53,396 | $1,481,739 | ||||||||||
(2)RSU vesting dates are as follows:
•Mr. Del Grosso — 19,76664,268 shares vest on October 1, 2021; 36,365 shares vest on November 18, 2021; 45,043 shares vest on November 19, 2021; 8,265 shares vest on July 1, 2022; 37,468 shares vestvested on November 18, 2022; 45,043 shares vestvested on November 19, 2022; 26,801 shares vest on November 18, 2023; 46,408 shares vest on November 19, 2023
Mr. Stafeil — 6,769 shares vest on October 1, 2021; 11,9622023; and 27,612 shares vest on November 18, 2021; 30,2072024.
•Mr. Dorlack — 7,45137,347 shares vest on October 1, 2021; 6,699 shares vest on November 18, 2021; 25,565 shares vest on November 18, 2021; 7,349 shares vest on November 19, 2021; 4,185 shares vest on July 1, 2021; 6,902 shares vest on November 18, 2022; 25,565 shares vestvested on November 18, 2022; 7,349 shares vestvested on November 19, 2022; 4,881 shares vest on November 18, 2023; 7,572 shares vest on November 19, 2023
Mr. Huang —812 shares vest on October 1, 2021; 1,4352023; and 5,028 shares vest on November 18, 2021; 3,6242024.
Mr. Berthelin — 1,146 shares vest on October 1, 2021; 1,4352023; and 3,017 shares vest on November 18, 2021; 5,518 shares vest on November 18, 2021; 5,144 shares vest on November 19, 2021; 463 shares vest on May 8, 2022; 3,543 shares vest on July 1, 2022; 1,479 shares vest on November 18, 2022; 5,145 shares vest on November 19, 2022; 5,519 shares vest on November 18, 2022; 5,300 shares vest on November 19, 2023
(3)
(4)$27.75.
2022
| Option Awards | Stock Awards | |||||||
| Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | ||||
Douglas G. Del Grosso President & CEO | – | – | 138,546 | $5,111,668 | ||||
Jeffrey M. Stafeil Exec VP & CFO | – | – | 58,363 | $2,110,980 | ||||
Jerome J. Dorlack Exec VP, Americas | – | – | 48,232 | $1,851,768 | ||||
Jian James Huang Exec VP, APAC | – | – | 16,530 | $640,569 | ||||
Michel P. Berthelin Exec VP, EMEA | – | – | 15,221 | $605,513 | ||||
2022.
| Name | Option Awards | Stock Awards | ||||||||||||
Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | |||||||||||
Douglas G. Del Grosso President & CEO | – | – | 501,947 | $20,438,584 | ||||||||||
Jeffrey M. Stafeil Exec VP & CFO | – | – | 150,813 | $7,179,756 | ||||||||||
Jerome J. Dorlack Exec VP, Americas | – | – | 98,614 | $4,110,401 | ||||||||||
Heather M. Tiltmann Exec VP, Legal and HR | – | – | 11,505 | $442,504 | ||||||||||
Jian James Huang Exec VP, APAC | 222 | $4,474 | 24,958 | $1,000,750 | ||||||||||
| Name | Executive Contributions in Last FY(1) ($) | Registrant Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Distributions | Aggregate Balance at Last FY(4) ($) | |||||
Douglas G. Del Grosso President & CEO | $131,892 | $13,371 | $120,177 | – | $1,039,268 | |||||
Jeffrey M. Stafeil Exec VP & CFO | $225,127 | $3,831 | $2,240,146 | – | $5,075,697 | |||||
Jerome J. Dorlack Exec VP, Americas | $35,367 | $0 | $77,612 | – | $381,460 |
| Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FY(4) ($) | ||||||||||||
Douglas G. Del Grosso President & CEO | $151,918 | $186,209 | -$233,213 | – | $1,144,182 | ||||||||||||
Jeffrey M. Stafeil Exec VP & CFO | $1,305,293 | $85,694 | -$1,904,477 | – | $4,562,207 | ||||||||||||
Jerome J. Dorlack Exec VP, Americas | $41,135 | $55,280 | -$99,707 | – | $378,169 | ||||||||||||
Heather M. Tiltmann Exec VP, Legal and HR | $27,510 | $37,504 | -$18,465 | – | $75,524 | ||||||||||||
• The Adient US LLC Executive Deferred Compensation Plan allows selected executives to defer up to 100% of their long-term PSUs and restricted stock or RSU awards.
• The Adient US LLC Retirement Restoration Plan allows selected executives to defer 6% of their compensation that is not eligible to be deferred into the 401(k) Plan because of qualified plan limits that the Code imposes. The Retirement Restoration Plan also credits participants with a companyCompany contribution equal to the difference between the amount of matching contribution made under the 401(k) Plan and what such matching contribution would have been without regard to any limitation that the Code imposes on either the amount of matching contribution or the amount of compensation that can be considered, and determined as if the amount the participant deferred under the Retirement Restoration Plan had been deferred into the 401(k) Plan. Prior to fiscal year 2021, there was an additional retirement income contribution available within the Retirement Restoration Plan, but that contribution was discontinued in September 2020 in connection with the change to the fixed, non-matching employer contribution formula under the 401(k) Plan. As a result, eligible executivesExecutives are eligible for a fixed, non-matching employer contribution based on the same formula the executive receives in the qualified 401(k) Plan.
POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR A CHANGE IN CONTROL Without Cause (2) Retirement (3) Death or (4) Douglas G. Del Grosso Cash Severance Benefit & Perk Continuation Accelerated Vesting of Equity Jeffrey M. Stafeil Cash Severance Benefit & Perk Continuation Accelerated Vesting of Equity Jerome J. Dorlack Cash Severance Benefit & Perk Continuation Accelerated Vesting of Equity Jian James Huang Cash Severance Benefit & Perk Continuation Accelerated Vesting of Equity Michel P. Berthelin Cash Severance Benefit & Perk Continuation Accelerated Vesting of Equity 39Potential Payments upon Termination and Change in ControlThe following table summarizes the severance and other enhanced benefits that would have been payable to the NEOs upon termination of employment or upon the occurrence of a change in control of Adient, assuming the triggering event, or events, occurred on September 30, 2021.2022. With respect to Mr. Stafeil, his resignation as Adient’s Executive Vice President and Chief Financial Officer constituted a voluntary resignation and he was not entitled to any severance payments or other benefits under the terms of his Key Executive Severance Agreement. Equity award amounts are based on the closing price of Adient’s ordinary shares of $41.45$27.75 on the NYSE on September 30, 2021.2022. The arrangements under which the severance and other enhanced benefits would have been paid are described in the footnotes to the table. Change In Control Other Termination Name / Form of Compensation Without
Qualified
Term With
Qualified
Term(1) With Cause
Involuntary
Disability (a) (b) (c) (d) (e) (f) (g) $0 $ 9,153,196 $0 $ 1,777,500 NA $0 $0 $533,705 $0 $266,853 NA $0 $0 $3,854,353 $0 $3,854,353 NA $9,879,939 $0 $ 4,873,878 $0 $ 1,192,500 NA $0 $0 $606,456 $0 $266,853 NA $0 $0 $2,756,715 $0 $2,756,715 NA $5,505,845 $0 $ 3,444,653 $0 $900,000 NA $0 $0 $265,602 $0 $132,801 NA $0 $0 $2,178,529 $0 $2,178,529 NA $4,088,504 $0 $53,543 $0 $53,542 NA $0 $0 $0 $0 $0 NA $0 $0 $478,665 $0 $0 NA $1,196,496 $0 $133,753 $0 $133,753 NA $0 $0 $0 $0 $0 NA $0 $0 $622,123 $0 $0 NA $1,437,983 POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR A CHANGE IN CONTROL Name / Form of Compensation Change In Control Other Termination Without
Qualified
TermWith
Qualified
Term(1)With Cause WithoutCause
Involuntary(2)Retirement(3)Death orDisability(4)(a) (b) (c) (d) (e) (f) (g) Douglas G. Del Grosso Cash Severance $0 $9,319,171 $0 $1,777,500 NA $0 Benefit & Perk Continuation $0 $64,562 $0 $32,281 NA $0 Continued /Accelerated Vesting of Equity $0 $2,738,037 $0 $2,738,037 $16,394,395 $5,831,163 Jeffrey M. Stafeil Cash Severance $0 $5,014,384 $0 $1,221,750 NA $0 Benefit & Perk Continuation $0 $69,795 $0 $34,898 NA $0 Accelerated Vesting of Equity $0 $1,586,662 $0 $1,586,662 NA $2,441,223 Jerome J. Dorlack Cash Severance $0 $3,545,073 $0 $922,500 NA $0 Benefit & Perk Continuation $0 $31,934 $0 $15,967 NA $0 Accelerated Vesting of Equity $0 $1,157,619 $0 $1,157,619 NA $1,725,412 Heather M. Tiltmann Cash Severance $0 $2,809,926 $0 $901,620 NA $0 Benefit & Perk Continuation $0 $55,319 $0 $27,660 NA $0 Accelerated Vesting of Equity $0 $250,638 $0 $250,638 NA $588,411 Jian James Huang Cash Severance $0 $54,726 $0 $54,725 NA $0 Benefit & Perk Continuation $0 $0 $0 $0 NA $0 Continued /Accelerated Vesting of Equity $0 $313,436 $0 $0 $1,227,910 $636,308 (1) In the event of a change in control and an involuntary termination other than for cause, disability or death or a resignation for good reason, within the two years following the change in control, the NEOs, with the exception of Messrs.Mr. Huang, and Berthelin, would be entitled to the benefits described in the column titled “Change of Control Termination” in the table under the heading “Severance and Change of Control
Agreements” on pages 40-42 ofin the CD&A. Mr. Huang would be entitled to one month of base salary and accelerated vesting of outstanding equity awards, subject to the Adient plc 2016 Omnibus Incentive Plan and 2021 Omnibus Incentive Plan. Mr. Berthelin would be entitled to three months of base salary pursuant to the notice requirement under his employment agreement and accelerated vesting of outstanding equity awards, subject to the Adient plc 2016 Omnibus Incentive Plan and 2021 Omnibus Incentive Plan. All dividend equivalents relating to equity awards receive the same treatment as the related equity awards. These payments are subject to possible reduction if the excise tax under Section 4999 would apply. Specifically, if any payment to or for the benefit of the NEO, whether paid or provided pursuant to the terms of the Key Executive Severance and Change of Control Agreement or otherwise (the “Payments”) would subject the NEO to an excise tax under Code Section 4999, then the aggregate present value of the benefits provided to the NEO pursuant to the Key Executive Severance and Change of Control Agreement (the “Benefit Payments”) will be reduced to an amount which maximizes the aggregate present value of Benefit Payments without causing any of the PaymentPayments to be subject to such tax by the NEO (the “Reduced Amount”). That reduction will not apply if the value of such Payments (after payment of all federal, state, and local income taxes, federal employment taxes and the excise taxes due under Code Section 4999) would exceed the after-tax value of the Reduced Amount. Solely for purposes of calculating the amounts disclosed in the table above, we assumed that no reduction would apply.
(3)Huang were eligible for retirement. In the event of retirement, NEOs would be eligible for:
•continued vesting of restricted stock and RSUs and PSUs granted on or after October 2, 2017prior to fiscal year 2023 (contingent on actual performance in the case of PSUs), if the NEO’s employment terminates due to retirement after the first anniversary of the grant date and the NEO is at least age 60. PSUs granted after March 14, 2022, would vest on a pro rata basis upon retirement (contingent on actual performance). If the NEO engages in inimical conduct (as determined by the plan administrator) after his or her retirement, any RSUs that have not yet been settled shallwould be automatically be forfeited;
•dividend equivalent treatment equivalent to the treatment of the related equity awards; and
•his or her account balance under the Retirement Restoration Plan.
•full vesting of all unvested RSUs; •a pro rata portion of unearned PSUs (based on actual performance); •his or her account balance under the Retirement Restoration Plan; and •dividend equivalent treatment equivalent to the treatment of the related equity awards. The Total Compensation of our CEO Estimated Ratio of the CEO’s to the Median Employee’s Annual Total Compensation Hungary(4)In the event of a death or disability, NEOs would be eligible for:40CEO Pay RatioAs required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation of the median Adient employee to the annual total compensation of the CEO.For fiscal year 2021:2022:$ 14,242,42415,355,201Estimated Annual Total Compensation of our Median Employee(1)$ 18,79916,807.68758:913:1(1) Our median employee is a production team leader located in Hungary.For purposes of this disclosure, as permitted by SEC rules, we have used the same global median employee (a production team leader in Hungary) as in our proxy statement filed during 2022 for fiscal year 2021, because, consistent with the instructions to Item 402(u) of Regulation S-K, there has been no material change in our employee population or employee compensation arrangements that would result in a significant change to our pay ratio disclosure.We believe the pay ratio reported above which is based on the methodologies and assumptions described below, is a reasonable estimate calculated in a manner consistent with SEC rules. SEC rules for identifying the median employee and determining the pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the pay ratio reported by other companies, which may have utilized other permitted methodologies or assumptions different from ours, and which may have a significantly different workforce structure from ours, are likelymay not be comparable to our CEO pay ratio.
With respect to
We determined on July 1, 2021 that Adient’s total global employee population consisted of 82,620 full-time, part-time, and temporary employees in the U.S. and 34 other countries; consistent with our compensation philosophy, we seek to offer competitive pay in each market in which we operate.
As permitted by SEC rules, under the 5% “de minimis exception” we excluded 4,034 non-U.S. employees, representing 4.88% of Adient’s total workforce. Employees from the following countries were excluded: Lesotho (551), Turkey (1,333), Russia (220), Argentina (159), Hong Kong (10), Indonesia (227), South Africa (1,013) and Morocco (521). After excluding the employees in these countries pursuant to the de minimis exception, the employee population as of July 1, 2021, consisted of 78,586 employees, including 12,302 employees in the U.S. (14.89%) and 66,284 employees outside the U.S. (80.23%).
The consistently applied compensation measure (“CACM”) we used to determine the median employee was base salaries and wages collected from payrolls in all countries from the dates of July 1, 2020 to July 1, 2021. We evaluated multiple approaches for the CACM, and we concluded base salary and wages were the most consistent pay elements across all 35 countries’ payrolls.
We annualized the compensation of permanent employees who did not work the full fiscal year (e.g., new hires and employees on leave).
We did not apply cost-of-living adjustments to non-U.S. countries in identifying the median employee.
After identifying the median employee,ratio, we calculated the median employee’s annual total compensation for the fiscal year 2021 in accordance with the SEC’s requirements governing preparation of the Summary Compensation Table. We calculated the annual total compensation of the CEO for fiscal year 20212022 as shown in the Summary Compensation Table.
| Plan Category |
Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) |
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | |||||||||||
Equity compensation plans approved by security holders | 1,815,476(1) | $47.48(2) | 3,734,015(3) | |||||||||||
Equity compensation plans not approved by security holders | NA | |||||||||||||
Total | 1,815,476(1) | $47.48(2) | 3,734,015(3) | |||||||||||
During fiscal year 2020, the Board determined to reduce each Board member’s total retainer (including Committee and/or Board Chair fees, as applicable) by 5% (which was 20% of its total retainer for the quarter in 2020 during which Adient’s executive officers took a similarly-sized compensation reduction), applied pro rata across its cash retainer (including Committee and/or Board Chair fees, as applicable) and the ordinary share grant, to reflect its alignment with the reduction in salary that the executive officer team saw during fiscal 2020 as a part of Adient’s COVID-19 expense management. Because the directors had already received their retainer and ordinary share grant in March 2020, the Board determined to reduce the fiscal year 2021 cash compensation in the following amounts: Mr. Henderson—$11,500; Mr. Conner—$7,750; Mr. Goodman—$7,750; Ms. Samardzich—$7,750; Ms. Bushman—$7,250; Mr. Carlin—$7,250; and Mr. Gutiérrez—$7,250. In addition, each Board member’s fiscal year 2021 ordinary share grant was reduced by $7,250, except Mr. Henderson whose ordinary share grant was reduced by $11,500, reflecting his additional Board Chair fee.These reductions in compensation are reflected in the fiscal year 2021 compensation table presented below.
In light of the foregoing, non-employee
• A retainer at an annual rate of $275,500, of which $137,750 is paid in cash and $137,750 is paid in the form of our ordinary shares at the then-current market price, issued under the Adient plc 2021 Omnibus Incentive Plan. However, we will return to the retainer at an annual rate of $290,000, of which $145,000 will bewas paid in cash and $145,000 will bewas paid in ordinary shares, for our 2022 fiscal year.
• A committee chair fee at an annual rate of $9,500,$10,000, payable in cash for each of the chairs of the Audit Committee, Human Capital and Compensation Committee and Corporate Governance Committee. However, we will return to paying our committee chair fee at an annual rate of $10,000 in cash for these Committees of the Board for our 2022 fiscal year.
• A Board Chair fee (in addition to the annual retainer described above) at an annual rate of $161,500,$170,000, of which $80,750 is$85,000 was paid in cash and $80,750$85,000 of which iswas paid in the form of our ordinary shares at the then-current market price, issued under the Adient plc 2021 Omnibus Incentive Plan. However, we will return to paying our Board chair fee at an annual rate of $170,000, split between cash and ordinary shares, for our 2022 fiscal year.
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | |||||||||
Julie L. Bushman | 137,750 | 137,750 | 275,500 | |||||||||
Peter H. Carlin | 137,750 | 137,750 | 275,500 | |||||||||
Raymond L. Conner | 147,250 | 137,750 | 285,000 | |||||||||
Ricky T. Dillon(3) | 122,753 | 117,100 | 239,853 | |||||||||
Richard Goodman | 147,250 | 137,750 | 285,000 | |||||||||
José M. Gutiérrez | 137,750 | 137,750 | 275,500 | |||||||||
Frederick A. Henderson | 218,500 | 218,500 | 437,000 | |||||||||
Barb J. Samardzich | 147,250 | 137,750 | 285,000 | |||||||||
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | ||||||||
| Julie L. Bushman | 145,000 | 145,000 | 290,000 | ||||||||
| Peter H. Carlin | 145,000 | 145,000 | 290,000 | ||||||||
| Raymond L. Conner | 155,000 | 145,000 | 300,000 | ||||||||
| Ricky T. Dillon | 145,000 | 145,000 | 290,000 | ||||||||
| Richard Goodman | 155,000 | 145,000 | 300,000 | ||||||||
| José M. Gutiérrez | 145,000 | 145,000 | 290,000 | ||||||||
| Frederick A. Henderson | 230,000 | 230,000 | 460,000 | ||||||||
| Barb J. Samardzich | 155,000 | 145,000 | 300,000 | ||||||||
2022.
(3) In connection$32.00.
RECOMMENDATION OF THE BOARD: THE BOARD RECOMMENDS YOU VOTE “FOR” A FREQUENCY OF “1 YEAR”. | ||||||||
FIVE
:8, 2023.
BOARD | ||||||||||
SIX
:75%
arrangements as the directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise, or with legal or practical problems under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory, or otherwise); and
and, in each case, the authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied or revoked; provided that Adient 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.
BOARD | ||||||||||
Name and Address | Number of Ordinary Shares Beneficially Owned | Percentage of Ordinary Shares Outstanding | ||
FMR LLC(1) 245 Summer Street Boston, MA 02210 | 10,813,143 | 11.41% | ||
Blackrock, Inc.(2) 55 East 52nd Street New York, NY 10055 | 10,185,573 | 10.75% | ||
Lyrical Asset Management LP(3) 250 West 55th Street, 37th Floor New York, NY 10019 | 5,470,505 | 5.77% |
| Name and Address of Beneficial Owner | Number of Ordinary Shares Beneficially Owned | Percentage of Ordinary Shares Outstanding | ||||||
FMR LLC(1) 245 Summer Street Boston, MA 02210 | 14,146,920 | 14.83% | ||||||
Blackrock, Inc.(2) 55 East 52nd Street New York, NY 10055 | 10,580,179 | 11.09% | ||||||
Capital World Investors(3) 333 South Hope Street, 55th Floor Los Angeles, CA 90071 | 8,955,281 | 9.39% | ||||||
| Name of Beneficial Owner | Ordinary Shares Beneficially | Percentage of Outstanding | Share Units(2) | |||||||||
Michel P. Berthelin | 18,955 | * | 31,801 | |||||||||
Julie L. Bushman | 29,290 | * | — | |||||||||
Peter H. Carlin | 26,114 | * | — | |||||||||
Raymond L. Conner | 31,683 | * | — | |||||||||
Douglas G. Del Grosso | 234,731 | * | 218,397 | |||||||||
Ricky T. Dillon | 2,593 | * | — | |||||||||
Jerome J. Dorlack | 54,722 | * | 66,362 | |||||||||
Richard Goodman | 28,609 | * | — | |||||||||
José M. Gutiérrez | 24,973 | * | — | |||||||||
Frederick A. Henderson | 57,021 | * | — | |||||||||
Jian James Huang | — | * | ||||||||||
Barb J. Samardzich | 28,220 | * | — | |||||||||
Gregory S. Smith | 5,590 | * | 8,896 | |||||||||
Jeffrey M. Stafeil | 93,135 | * | 183,537 | |||||||||
Heather M. Tiltmann | 10,253 | * | 26,368 | |||||||||
All current directors and executive officers as a group (15 persons) | 645,889 | * | 535,361 | |||||||||
| Name of Beneficial Owner | Ordinary Shares Beneficially Owned(1) | Percentage of Outstanding | Share Units(2) | ||||||||
| Michel P. Berthelin | 30,153 | * | 26,074 | ||||||||
| Julie L. Bushman | 33,821 | * | — | ||||||||
| Peter H. Carlin | 28,593 | * | — | ||||||||
| Raymond L. Conner | 36,214 | * | — | ||||||||
| Douglas G. Del Grosso | 450,230 | * | 217,527 | ||||||||
| Ricky T. Dillon | 7,124 | * | — | ||||||||
| Jerome J. Dorlack | 101,136 | * | 40,112 | ||||||||
| Richard Goodman | 33,140 | * | — | ||||||||
| José M. Gutiérrez | 29,504 | * | — | ||||||||
| Frederick A. Henderson | 64,208 | * | — | ||||||||
| Jian James Huang | — | * | 21,272 | ||||||||
| Barb J. Samardzich | 32,751 | * | — | ||||||||
| Gregory S. Smith | 7,373 | * | 7,186 | ||||||||
| Jeffrey M. Stafeil | 207,669 | * | — | ||||||||
| Heather M. Tiltmann | 15,596 | * | 28,026 | ||||||||
All current directors and executive officers as a group (15 persons) | 1,077,512 | 1.1% | 340,197 | ||||||||
Adient plc 25-28 NORTH WALL QUAY IFSC, DUBLIN 1 IRELAND SCAN TO VIEW MATERIALS & VOTE w 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 PM ET on March 6, 2022 (or for shares held through the Adient US LLC Savings and Investment (401k) Plan no later than 11:59 PM ET on March 3, 2022). Have your proxy card in hand when you access the website 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 PM ET on March 6, 2022 (or for shares held through the Adient US LLC Savings and Investment (401k) Plan no later than 11:59 PM ET on March 3, 2022). 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 Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. D64993-P64763-Z81531 THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY ADIENT PLC The Board of Directors recommends you vote FOR the following: Election of Directors Nominees: 1a. Julie L. Bushman 1b. Peter H. Carlin 1c. Raymond L. Conner 1d. Douglas G. Del Grosso 1e. Ricky T. Dillon 1f. Richard Goodman 1g. José M. Gutiérrez 1h. Frederick A. Henderson 1i. Barb J. Samardzich 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. The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5. For Against Abstain 2. To ratify, by non-binding advisory vote, the appointment of PricewaterhouseCoopers LLP as our independent auditor for fiscal year 2022 and to authorize, by binding vote, the Board of Directors, acting through the Audit Committee, to set the auditors’ remuneration. 3. To approve, on an advisory basis, our named executive officer compensation. 4. To renew the Board of Directors’ authority to issue shares under Irish law. 5. To renew the Board of Directors’ authority to opt-out of statutory preemption rights under Irish law. In their discretion, the proxies are authorized to vote on such matters as may properly come before the meeting or any adjournments thereof. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D64994-P64763-Z81531 Adient plc Annual General Meeting of Shareholders March 8, 2022 1:00 PM This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Frederick A. Henderson and Heather M. Tiltmann, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of the ordinary shares of Adient plc that the shareholder(s) is/are entitled to vote at the Annual General Meeting of Shareholders to be held at 1:00 PM, local time, on March 8, 2022, at 25-28 North Wall Quay, IFSC, Dublin 1, Ireland, and any adjournment or postponement thereof. A shareholder entitled to attend and vote is entitled to appoint one or more proxies to attend, speak and vote instead of him or her at the Annual General Meeting. A proxy need not be a shareholder of record. If you wish to nominate a proxy other than Frederick A. Henderson and Heather M. Tiltmann, please contact the Office of the Secretary and also note that your nominated proxy must attend the Annual General Meeting in person
