DEF 14A of Adient plc
Filed Jan 21, 2026 · FY20250001670541-26-000011
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Articles of Association state the Board may be comprised of not less than two nor more than twelve members with the exact number determined from time to time by resolution of the Board. The current size of the Board is eight members. At the Annual General Meeting all directors will be elected to hold office for a term expiring at the end of the 2027 Annual General Meeting or until the director’s earlier retirement. In order to be elected as a director, each nominee must be appointed by an ordinary resolution and each must receive the affirmative vote of a majority of the votes cast by the holders of ordinary shares represented at the Annual General Meeting in person or by proxy. Under Adient’s Articles of Association, if a director nominee does not receive a majority of the votes cast, he or she will cease to hold office at the close of the Annual General Meeting. For further information regarding the Board, please see the “Corporate Governance” section of this Proxy Statement. The following biographies summarize the experiences, qualifications, attributes and skills that qualify our director nominees and continuing directors to serve as directors of Adient. The Board believes each of our directors possesses certain personal traits that are essential for a competent, well-functioning Board, such as candor, integrity, collegiality and sound business judgment and vision.
DIRECTOR NOMINEES
DIRECTOR NOMINEES There are eight nominees for election to the Board at this Annual General Meeting. Each of the eight nominees, if elected, will serve through the 2027 Annual General Meeting or until the director’s earlier retirement. Fifty percent (50%) of the Board is gender (37.5%) or racially/ethnically (12.5%) diverse. The Corporate Governance Committee has recommended, and the Board has selected, the following director nominees for election, all of whom are current directors of Adient.
DIRECTOR NOMINEES
| Julie L. Bushman Director since 2016 | Age 64 Caucasian / White Female |
DIRECTOR NOMINEES
Retired Executive Vice President, International Operations of 3M Company (a diversified technology company). Ms. Bushman served in this role from 2017 to April 2020. Previously, Ms. Bushman served as Senior Vice President, Business Transformation and Information Technology of 3M from 2013 to 2017, as Executive Vice President Safety & Graphics Business of 3M from 2012 to 2013 and as Executive Vice President Safety, Security and Protection Services Business of 3M from 2011 to 2012. Ms. Bushman previously served as Vice President and General Manager, Occupational Health and Environmental Safety Division of 3M and as Division Vice President, Occupational Health and Environmental Safety Division of 3M. Ms. Bushman also serves as a director and is Chair of the Compensation Committee and a member of the Audit Committee of Bio-Techne Corp. and serves as a director and is Chair of the Human Resources and Compensation Committee and a member of the Public Policy and Sustainability Committee and the Nominating and Governance Committee of Phillips 66. Ms. Bushman previously served as a director of Johnson Controls, Inc. until 2016. Ms. Bushman brings to the Board manufacturing, executive leadership and technical expertise, management and information technology experience and global business experience from her roles in the management of different 3M Company departments and divisions, as well as public company board experience.
DIRECTOR NOMINEES
| Peter H. Carlin Director since 2018 | Age 53 Caucasian / White Male |
DIRECTOR NOMINEES
Senior Technical Advisor at GameStop Corp. (a video game, consumer electronics and gaming merchandise retailer) since August 2023. Mr. Carlin previously served as a Senior Analyst with Saddle Point Management, L.P., a private investment firm, from 2022 to 2023. Prior to joining Saddle Point, Mr. Carlin was a professional investor from 2020 to 2022 and served as Managing Director at Blue Harbour Group, L.P. (an investment management firm) from 2014 to 2020. Mr. Carlin was also a Managing Member of Estekene Capital from 2009 to 2013, a Deputy Portfolio Manager at Alson Capital and a Buyside Research Analyst at Sanford Bernstein & Co. Mr. Carlin began his career at Morgan Stanley in the Mergers & Acquisitions Group. Mr. Carlin also served as a director and a member of the Audit Committee, Nominating & Governance Committee and Risk Oversight Committee of Investors Bancorp, Inc. from 2017 to 2019. Mr. Carlin’s experience working with publicly traded companies in the capital markets as a director and investor brings valuable expertise to the Board. In addition, the Board considers Mr. Carlin’s financial and leadership skills, as well as his background and experience as a professional investor to be important assets to the Board.
DIRECTOR NOMINEES
| Jerome J. Dorlack Director since 2024 | Age 45 Caucasian / White Male |
DIRECTOR NOMINEES
President and Chief Executive Officer of Adient since January 2024. Mr. Dorlack previously served as Adient’s Executive Vice President and Chief Financial Officer from 2022 to 2023, as Executive Vice President, Americas from 2019 to 2022 and Vice President and Chief Purchasing Officer from 2018 to 2019. Prior to joining Adient, he served as Senior Vice President and President, Electrical Distribution System and President, South America of Aptiv plc (an automotive technology supplier) from 2017 to 2018, and Vice President, Powertrain Systems and General Manager, Global Powertrain Products of Delphi Automotive plc (an automotive technology supplier) from 2016 to 2017. Prior to that, Mr. Dorlack served as Executive Vice President – Global Procurement of ZF Friedrichshafen (a technology systems supplier for passenger cars, commercial vehicles and industrial technology) from 2015 to 2016, and Vice President, Global Purchasing, Supplier Development and Logistics of ZF Friedrichshafen from 2013 to 2015. Mr. Dorlack brings to the Board substantial automotive industry leadership and operational expertise, including significant experience in improving operating performance and efficiencies from his various leadership roles in the automotive industry. Mr. Dorlack also has deep relationships with customers in the automotive industry. Mr. Dorlack has a broad strategic vision for Adient and can offer valuable leadership concerning Adient’s day-to-day operations and business affairs.
DIRECTOR NOMINEES
| Jodi E. Eddy Director since 2023 | Age 53 Caucasian / White Female |
DIRECTOR NOMINEES
Senior Vice President, Global Services and Chief Digital Officer of Boston Scientific (a medical technology company) since 2018. Previously, Ms. Eddy served as Boston Scientific’s Senior Vice President, Global Chief Information from 2016-2018 and Vice President, Information Systems Sales, Marketing and Business Intelligence from 2013 to 2015. Prior to joining Boston Scientific, Ms. Eddy held various roles of increasing responsibility with General Electric Company (conglomerate) from 1997 to 2013, ultimately serving as Commercial Chief Information Officer, Oil and Gas. Ms. Eddy brings to the Board cybersecurity and information technology expertise, as well as management and manufacturing experience, from her various roles leading information security and technology functions at large, international corporations.
DIRECTOR NOMINEES
| Richard Goodman Director since 2016 | Age 77 Caucasian / White Male |
DIRECTOR NOMINEES
Retired senior finance executive, PepsiCo, Inc. (a global food and beverage company). Mr. Goodman previously served as Executive Vice President of Global Operations of PepsiCo from 2010 until his retirement 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, Chief Financial Officer 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 previously served as a director of Johnson Controls, Inc. until 2016, Kindred Healthcare, Inc. until 2018, Pattern Energy Group until 2020 and The Western Union Company until 2023. Mr. Goodman brings to the Board years of global financial management, risk management and auditing expertise as well as valuable experience in mergers and acquisitions, investment and corporate finance he possesses from his many years of service at large, international corporations. Mr. Goodman also brings to the Board his experience of serving as a director of other global public companies.
DIRECTOR NOMINEES
| José M. Gutiérrez Director since 2019 | Age 64 Hispanic / Latino Male |
DIRECTOR NOMINEES
Retired Senior Executive Vice President, Executive Operations, AT&T Services, Inc., a unit of AT&T, Inc. (a leading provider of telecommunications, media and technology services globally). Mr. Gutiérrez served in this role from 2014 to 2016. Previously, he served as President of AT&T Wholesale Solutions, a unit of AT&T, Inc., from 2012 to 2014 and as President and Chief Executive Officer of AT&T Advertising Solutions, a subsidiary of AT&T, Inc., from 2010 to 2012. Mr. Gutiérrez serves as a director, the Chair of the Audit and Finance Committee, and member of the Compensation and Incentives Committee of Denny’s Corporation (a franchised full-service restaurant chain) and serves as a director and is Chair of the Audit Committee of Gartner, Inc. (a technological research and consulting firm). Mr. Gutiérrez previously served as a director of Dr. Pepper Snapple Group, Inc. (an integrated brand owner, manufacturer and distributor of non-alcoholic beverages) until 2018. Mr. Gutiérrez brings to the Board extensive executive leadership experience from his over 25 years at AT&T, including experience leading significant transformations. In addition, Mr. Gutiérrez brings financial acumen and risk management experience developed through his experience in public accounting and his executive experience heading large business units of a publicly-traded company, as well as public company board experience.
DIRECTOR NOMINEES
| Frederick A. “Fritz” Henderson Director since 2016 | Age 67 Caucasian / White Male |
DIRECTOR NOMINEES
Chair of the Board of Adient since October 2018 and Principal of The Hawksbill Group (a provider of strategic advisory services) since May 2018. Mr. Henderson served as interim Chief Executive Officer of Adient from June 2018 to September 2018. Mr. Henderson also served as Chairman and Chief Executive Officer of SunCoke Energy, Inc. (a producer of coke, a principal raw material in the blast furnace steelmaking process) and of SunCoke Energy Partners GP LLC (the general partner of SunCoke Energy Partners L.P., the publicly-traded master limited partnership of which SunCoke Energy, Inc. was a sponsor, and a coke producer and coal handling and mixing service company) from 2011 to 2017 and 2013 to 2017, respectively. He served as a Senior Vice President of Sunoco, Inc. until SunCoke’s initial public offering. He previously served in a number of senior management capacities at General Motors, including President and Chief Executive Officer, President and Chief Operating Officer and Vice Chairman and Chief Financial Officer. Mr. Henderson serves as the Lead Independent director and is Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee of Marriott International, Inc. Mr. Henderson previously served as a director of Compuware Corp. and chair of its Audit Committee until 2014, as a director of Horizon Global Corporation and as chair of its Audit Committee until 2022 and as non-executive chair of Arconic Corp. and member of its Governance and Nominating Committee until 2023. Mr. Henderson brings to the Board his extensive global senior management experience in the automotive and other manufacturing industries. In addition, he is an experienced senior-level executive, with general 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.
DIRECTOR NOMINEES
| Barb J. Samardzich Director since 2016 | Age 67 Caucasian / White Female |
DIRECTOR NOMINEES
Retired Vice President and Chief Operating Officer, Ford of Europe GmbH (an automotive and mobility company). Ms. Samardzich served in this role from 2013 to 2016. She served as Vice President, Product Development, Ford of Europe GmbH from 2011 to 2013. She previously served as Vice President, Global Product Programs and Vice President, Powertrain Engineering. She held several key leadership roles in Ford’s Product Development organization and served in a variety of positions in Ford’s Powertrain Engineering organization. Prior to joining Ford in 1990, Ms. Samardzich worked as a thermal design engineer in Westinghouse Electric’s nuclear fuels division. Ms. Samardzich serves as Lead Director and is Chair of the Investment and Risk Committee and a member of the Human Resources & Compensation Committee of BRP, Inc. (listed on the Toronto Stock Exchange) and serves as a director and is Chair of the Human Capital Committee and Risk Advisory Committee and a member of the Audit Committee of Amogy Inc. (a privately-held clean energy company). Ms. Samardzich previously served as a director of MTS Systems Corporation and as a member of its Compensation Committee until 2017, as a director of Velodyne LiDAR and as a member of its Audit Committee and chair of its Compensation Committee until 2021 and as a director of AB SKF until 2022. Ms. Samardzich brings to the Board her extensive experience and knowledge of global automotive company operations issues, including manufacturing, quality, product development, purchasing, sustainability, environmental and safety engineering. In addition, she is an experienced senior leader in the automotive industry.
DIRECTOR NOMINEES
| RECOMMENDATION OF THE BOARD: THE BOARD RECOMMENDS YOU VOTE “FOR” EACH NOMINEE. |
Director Nominee Selection and Evaluation
Director Nominee Selection and Evaluation The Corporate Governance Committee develops criteria and qualifications for directors and director candidates that the Board reviews and approves annually. The Corporate Governance Committee has a process under 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 every search for director candidates. The Corporate Governance Committee uses the following criteria and qualifications, among others, to evaluate any director candidate’s capabilities to serve as a member of the Board:
Director Nominee Selection and Evaluation
| • 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 ✓ Finance Experience ✓ Mergers and Acquisitions ✓ Information Technology / AI Strategy ✓ Cybersecurity ✓ International Exposure ✓ Engineering / Product Development ✓ Regulatory / Government / Legal ✓ Capital Markets ✓ Sustainability ✓ Human Capital Management |
Director Nominee Selection and Evaluation
The Corporate Governance Committee also reviews the qualifications of any candidate with those of current directors to determine coverage and gaps in experience in related industries and functional areas. The Corporate Governance Committee will consider the criteria and qualifications noted above in selecting nominees for directors, including members from diverse backgrounds and perspectives who combine a broad spectrum of experience and expertise. The Corporate Governance Committee is also responsible for developing a process and form of evaluation for use in evaluating director nominees and conducting such an evaluation prior to any director’s nomination for reelection to serve on the Board, and plans to do so prior to future annual general meetings.
Compensation Design
| Objectives | Philosophies | | ✓ Reward shareholder value creation over the long-term ✓ Deliver sustained, strong business and financial results through a focus on capital allocation (return on capital), earnings before interest and taxes, 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 |
Compensation Design
In determining our executive compensation programs and policies, the Human Capital and Compensation Committee considers shareholder interests, market-best practices and market norms. The Human Capital and Compensation Committee generally seeks to establish target compensation for our NEOs competitive with the medians of the market and our Compensation Peer Group, which is described below under the heading “Role of the Compensation Peer Group.” Salaries vary in relation to each executive’s specific role, level of expertise and performance over time, and consideration 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. The following factors continued to guide the Human Capital and Compensation Committee’s executive compensation decisions in fiscal year 2025: • Executive compensation program objectives and philosophies • 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 from outreach activities and the prior year’s say-on-pay vote • Advice of independent compensation consultants • Market pay practices • Current and historical compensation
Aligning Pay and Performance
The pay mix shown above does not reflect the reduction in base salary or the corresponding RSUs granted in connection with the CEO Salary Reduction / RSU Replacement Program during fiscal year 2025 as described below under “Analysis of Fiscal Year 2025 Compensation – Base Salary.”
Determining Fiscal Year 2025 Compensation
| We Do... | | We Do Not... | | | ☑ | Enforce Share Ownership Guidelines for NEOs | ☒ | Provide tax gross-ups | | ☑ | Formally assess risk within the executive compensation program | ☒ | Provide single-trigger change-of-control arrangements | | ☑ | Maintain an Executive Incentive Compensation Recoupment Policy that includes a trigger for misconduct | ☒ | 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 | ☒ | Provide excessive perquisites | | ☑ | Annually review the link between executive pay and performance | ☒ | Pay dividends on unearned performance-based share units | | ☑ | Maintain double-trigger change-of-control arrangements with no excise tax gross-ups | ☒ | Reprice stock options | | ☑ | Ensure the independence of the committee members and the advisors who report to them | | | | ☑ | Implement a strong shareholder engagement process | | | | ☑ | Prohibit pledging and hedging transactions with respect to Adient shares | | |
Determining Fiscal Year 2025 Compensation
| The Human Capital and Compensation Committee oversees the Company’s human capital management policies and strategies, including assessing the talent of our leadership team. These oversight responsibilities, along with working with executive management to review and adjust compensation policies and practices, extend the Committee’s range beyond determining or recommending compensation for the NEOs, which supports the recruitment and retention of key executive talent and helps Adient achieve its business objectives. 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 |
Determining Fiscal Year 2025 Compensation
Role of the Compensation Peer Group To gauge marketplace compensation levels and practices, the Human Capital and Compensation Committee approved, for fiscal year 2025, a Compensation Peer Group consisting of a group of companies that: • 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 2025) that range from $4.0B to $35.0B, with a median of $19.0B No changes were made to our Compensation Peer Group for fiscal year 2025, which includes the following companies:
Determining Fiscal Year 2025 Compensation
| Adient Compensation Peer Group for Fiscal Year 2025 | | | | American Axle & Manufacturing Holdings, Inc. Aptiv plc 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. Textron Inc. The Goodyear Tire & Rubber Company Trane Technologies plc Visteon Corporation |
Determining Fiscal Year 2025 Compensation
In establishing fiscal year 2025 total direct compensation levels (base pay, annual incentive targets and long-term incentive targets), the Human Capital and Compensation Committee reviewed market data from the Compensation Peer Group against the current compensation levels for executives. Role of the Independent Compensation Consultant To add rigor in the review process and to inform the Human Capital and Compensation Committee of market trends, the Human Capital and Compensation Committee engaged the services of Willis Towers Watson (“WTW”) to analyze and provide advice concerning Adient’s executive compensation structure and plan designs. WTW participated in all regular meetings of the Human Capital and Compensation Committee during fiscal year 2025 to provide objective, independent counsel. WTW also provided Compensation Peer Group and other market data, which the Human Capital and Compensation Committee referenced when determining compensation for NEOs. The Human Capital and Compensation Committee annually reviews the services WTW provides, the quality of those services and the fees associated with the services, as well as the factors impacting independence required by NYSE rules. The Human Capital and Compensation Committee has considered and assessed relevant factors that could give rise to a potential conflict of interest with respect to the work performed by WTW. Based on this review, the Human Capital and Compensation Committee did not identify any conflicts of interest and determined that WTW is independent of Adient and its management.
Elements of our Total Rewards Program
| Element | Link to Program Objectives | Type of Compensation | Key Features | | Base Salary | The Human Capital and Compensation Committee considers 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 Adjusted EBITDA (40% weight), Free Cash Flow (40% weight) and Corporate Transformational Projects (20% weight). | | 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. The performance measures used for this long-term incentive component are Return on Sales (25%), Cumulative Free Cash Flow (25%) and relative TSR (50%) based on rank within a peer group (TSR results are capped 100% if our 3-year TSR is negative). | | 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: • 401(k) Plan • Retirement Restoration Plan • 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: • Economic stability • 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 | We currently provide to our NEOs reimbursement for the cost of an annual executive physical. |
Analysis of Fiscal Year 2025 Compensation
Analysis of Fiscal Year 2025 Compensation Base Salary Base salary recognizes each executive’s role, skills, performance, contribution, leadership and potential. It is the only portion of the executive’s total direct compensation that is not “at risk,” and helps us attract and retain individuals who have the leadership and management skills to drive the growth and success of our business. Base salary increases for fiscal year 2025 included an increase for Messrs. Oswald and Conklin to move their target compensation level for fiscal year 2025 closer to the market median for their roles. Mr. Dorlack, as in fiscal year 2024, participated in a Salary Reduction / RSU Replacement Program again during fiscal year 2025. Under these programs, his base salary was reduced by 30% for two consecutive 12-month periods ending on December 31, 2024 and December 31, 2025. In exchange, he received equivalent RSU replacement grants with one-year vesting schedules. These programs were implemented to further our commitment to aligning pay with performance and the interests of our CEO with the interests of our shareholders. The base salaries of our NEOs for fiscal year 2025 are shown below:
Analysis of Fiscal Year 2025 Compensation
(1) Mr. Huang’s base salary was paid in RMB and has been converted to U.S. dollars using average exchange rates. For purposes of comparability, in some cases we have assumed a constant exchange rate. Because of changes in the exchange rate over time, however, the amounts shown in the table above may not reflect the amounts actually realized by Mr. Huang. (2) Actual cash base salary received from October 1, 2024 through September 30, 2025; excludes salary reductions and value of RSUs received in lieu of cash for Mr. Dorlack. (3) Value of RSUs awarded in lieu of cash salary; reflects only the portion attributable to fiscal year 2025 base salary. The RSUs granted in connection with the fiscal year 2025 Salary Reduction / RSU Replacement Program were subject to a risk of forfeiture and vested upon the one-year anniversary of the grant date. The number and value of the RSUs received by Mr. Dorlack are included in the “Stock Awards” column of the Summary Compensation Table for Fiscal Year 2025. Following the end of the 12-month period ending December 31, 2025 noted above, Mr. Dorlack is participating in another Salary Reduction / RSU Replacement Program in fiscal year 2026 to further our commitment to aligning pay with performance and the interests of our Chief Executive Officer with the interests of our shareholders. Under that program, Mr. Dorlack’s base salary was reduced by 30% and replaced with an equivalent RSU grant for the 12-month period from January 1, 2026 to December 31, 2026. The replacement RSU grant for Mr. Dorlack will vest on the one-year anniversary of the grant date, subject to continued vesting upon an involuntary termination without cause, or accelerated vesting upon death or disability. Annual Incentive Plan (AIP) We developed our fiscal year 2025 AIP to focus on basic key metrics, providing management with the opportunity to drive performance in the context of the current business environment. Accordingly, fiscal year 2025 AIP measured executive performance in the following key areas: • Financial Metrics: Adjusted EBITDA and Free Cash Flow. • Corporate Transformational Projects: Pivot from “Back to Basic 2.0” strategy to a strategy that drives enhanced value to Adient’s shareholders and execute transformation of EMEA region into sustainable business model going forward. Fiscal Year 2025 AIP Performance Following 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. The Human Capital and Compensation Committee set performance targets for each metric on the basis of our fiscal year 2025 projections. Target performance for Adjusted EBITDA was set lower than the fiscal year 2024 target level to take into account the anticipated impact of macro headwinds, such as lower volumes. Additionally, Free Cash Flow target performance was lower than the fiscal year 2024 target driven primarily by the lower Adjusted EBITDA and higher restructuring costs.
Analysis of Fiscal Year 2025 Compensation
| Performance Metrics | Weight | FY 2025 Goals | | | FY 2025 Performance | | FY 2025 Total Payout before adjustment | | | | Threshold | Target | Maximum | Actual Achievement | Weighted Payout % | | | Adjusted EBITDA ($M) | 40% | $735 | $885 | $1,035 | $881 | 40% | 98% | | Free Cash Flow ($M) | 40% | $110 | $210 | $360 | $200 | 38% | | | Corporate Transformational Projects | 20% | Achieved/Not Achieved | | | Achieved | 20% | |
Analysis of Fiscal Year 2025 Compensation
| NEO(1) | Award Target (as a % of Base Salary) | Award Target ($) | FY 2025 Actual Payout Amount ($) | | Jerome J. Dorlack | 155% | $1,472,500 | $1,590,300 | | Mark A. Oswald | 100% | $615,041 | $664,244 | | Jian James Huang | 100% | $596,260 | $643,961 | | Heather M. Tiltmann | 90% | $557,201 | $601,777 | | James D. Conklin | 100% | $580,055 | $626,459 |
Analysis of Fiscal Year 2025 Compensation
(1) The award targets and actual payout amounts for Mr. Huang has been converted to U.S. dollars at exchange rates of U.S.$1.00 = RMB 7.22. The exchange rate was an average of the 12 monthly average exchange rates during the fiscal year. The target awards for Mr. Conklin and Ms. Tiltmann represented increases from fiscal year 2024 to align their target compensation levels more closely for fiscal year 2025 with the market median for their respective roles. Long-Term Incentive (LTI) Plan The Human Capital and Compensation Committee approved both PSUs and RSUs for the fiscal year 2025 LTI awards. The PSUs comprised 60% of each NEO’s LTI opportunity and RSUs the remaining 40%: • RSUs vest one-third per year over three years and provide additional value to the holder when the share price rises. By awarding RSUs, we link LTI opportunities directly to share price. If the share 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 (fiscal years 2025 - 2027). The performance metrics for the fiscal year 2025 PSUs are Return on Sales (25%), Cumulative Free Cash Flow (25%) and relative TSR (50%) based on rank within a peer group as provided below. The Return on Sales metric measures fiscal year 2027 EBITDA / fiscal year 2027 sales, while Cumulative Free Cash Flow measures the combined Free Cash Flow from fiscal years 2025 - 2027. If absolute TSR is negative, the maximum metric payout for our fiscal year 2025 PSUs is capped at 100%. The Human Capital and Compensation Committee set the thresholds, targets and maximums for the fiscal years 2025 - 2027 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. No changes were made to our Custom Peer Group for fiscal year 2025, which includes the following companies:
Analysis of Fiscal Year 2025 Compensation
| FY 2025 LTI PSU Custom Peer Group(1) (12 Companies, 11 Peers) | | | | Adient plc American Axle & Manufacturing Holding Inc. Aptiv plc Autoliv | BorgWarner Inc. Dana Incorporated Forvia The Goodyear Tire & Rubber Company | HUAYU Lear Corporation LCI Industries Toyota Boshoku |
Analysis of Fiscal Year 2025 Compensation
(1) Includes Visteon Corporation as an alternate in the event one of the above companies has a fundamental change during the performance period. In total, we believe our fiscal year 2025 LTI program and metrics provide a focus on shareholder value creation. The design of our LTI awards also enhances retention of key executives over the course of the vesting period and is reflective of market practice within our industry. The size of the LTI awards is based on a combination of market practice and the relative importance of the objectives behind each of the grants. The target LTI grant amounts for Messrs. Dorlack, Oswald, Huang and Conklin and Ms. Tiltmann represented increases from fiscal year 2024 to align their target compensation levels more closely for fiscal year 2025 with the market median for their respective roles. The PSUs for all NEOs are earned or forfeited based on performance achievement. Furthermore, all awards are impacted by changes in Adient share price. In November 2024, the Human Capital and Compensation Committee approved the following target grant amounts for fiscal year 2025:
Analysis of Fiscal Year 2025 Compensation
| NEO | FY 2025 Long-Term Incentive Grant | | | | | | | Number of PSUs | Target Value of PSUs | Number of RSUs | Value of RSUs | Total Target Value of Award | | Jerome J. Dorlack | 294,117 | $6,000,000 | 196,078 | $4,000,000 | $10,000,000 | | Mark A. Oswald | 65,294 | $1,332,000 | 43,529 | $888,000 | $2,220,000 | | Jian James Huang | 52,235 | $1,065,600 | 34,823 | $710,400 | $1,776,000 | | Heather M. Tiltmann | 52,235 | $1,065,600 | 34,823 | $710,400 | $1,776,000 | | James D. Conklin | 52,235 | $1,065,600 | 34,823 | $710,400 | $1,776,000 |
Analysis of Fiscal Year 2025 Compensation
After the end of fiscal year 2024, as previously disclosed in Adient’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, the Human Capital and Compensation Committee approved a one-time retention award to Mr. Huang based on the centrality of his role in fiscal year 2024 and his key contributions to date. The award was effective on November 14, 2024 and consisted of RSUs with a grant-date fair value of $2,000,000, subject to vesting over two years. The number and value of the RSUs received by Mr. Huang are included in the “Stock Awards” column of the Summary Compensation Table for Fiscal Year 2025. Payout of Fiscal Year 2023 Performance Share Units (PSUs) In fiscal year 2023, the Human Capital and Compensation Committee approved grants of PSUs subject to three performance metrics: Return on Sales, Cumulative Free Cash Flow and relative TSR based on rank within a peer group. All of our NEOs received PSU grants in fiscal year 2023. Our outcomes as measured by these performance metrics were as follows:
Analysis of Fiscal Year 2025 Compensation
| Metric | Weight | FY 2023 Performance Targets | | | | | | | | | 10/1/2022- 9/30/2025 | | | | | FY 2023 Payout as % of Target before adjustment | | | | Threshold | Target | Maximum | Final Results | Weighted Payout % | | | Return on Sales | 25% | 5.7% | 6.5% | 7.3% | 5.6% | 0% | 28% | | Cumulative Free Cash Flow | 25% | $622 | $872 | $1,372 | $926 | 28% | | | Relative TSR | 50% | 25th | 50th | 75th | <25th | 0% | |
Analysis of Fiscal Year 2025 Compensation
Return on Sales is defined as fiscal year 2025 adjusted EBITDA divided by fiscal year 2025 Sales. Cumulative Free Cash Flow is defined as the combined free cash flow from fiscal year 2023 through fiscal year 2025. For purposes of calculating fiscal year 2023 PSUs, the Adjusted EBITDA and Cumulative Free Cash Flow metrics exclude the favorable or unfavorable impact of translational foreign currency exchange on the performance results (resulting in an increase of $30 million). If absolute TSR is negative, the maximum metric payout for our fiscal year 2023 PSUs is capped at 100%. Following the end of the performance period, the Human Capital and Compensation Committee evaluated management’s performance in light of the challenging environment and determined that costs of strategic restructuring and the impact of tariffs over the past 12 months—being outside of management’s control—materially affected the three-year results; therefore, the Committee adjusted the Cumulative Free Cash Flow performance by $22 million and the Return on Sales performance by 0.2%, resulting in a payout of 43% of target.
Other Policies and Benefits
*One executive officer located in China, Mr. Huang, is not subject to our share ownership guidelines because we grant cash settled awards in China. Shares owned directly or indirectly through the 401(k) Plan or the Retirement Restoration Plan, immediate family, trusts or a deferred compensation plan and vested and unvested RSUs are considered in determining whether an executive meets the ownership guidelines. PSUs subject to performance are not considered. These ownership requirements reflect our culture of demonstrating a strong commitment to Adient. Each participant covered by the ownership requirement must reach their ownership within a five-year “grow-in” period. All of our executive officers either hold sufficient shares to comply with the share ownership guidelines or have additional time to acquire sufficient shares. Anti-Hedging and Anti-Pledging Policy Our Insider Trading Policy prohibits all employees, including NEOs, and non-employee directors from trading on an exchange in puts, calls or derivative securities relating to Adient securities, from engaging in hedging or monetization transactions relating to Adient securities and from short-selling Adient securities. For purposes of the policy, “Adient securities” includes our ordinary and preferred shares (if any were to be issued), derivative securities (including RSUs, PSUs and share options) and debt securities. The policy also prohibits all employees, including NEOs, and non-employee directors, from pledging Adient securities as collateral for a loan. Incentive Compensation Recoupment Policy We maintain a clawback policy, called the Executive Incentive Compensation Recoupment Policy. Under the policy, in the event of a qualifying accounting restatement, we are required to recover reasonably promptly from the covered officers, including our NEOs, any erroneously awarded compensation, defined generally as the excess of the amount of incentive-based compensation received by the covered officer during the applicable recovery period over the amount of incentive-based compensation that would have been received had it been determined based on the restated amounts in the accounting restatement. In addition, if a current or former covered officer engages in certain types of misconduct or other conduct described in the policy, the administrator of the policy may instruct us, and we will be entitled (to the extent permitted by applicable law), to recover, reduce or cancel all or a portion of any equity- or cash-based award or any other past or future compensation (other an base salary) paid or awarded to, or earned by, the covered officer. The misconduct trigger applies to time-vesting equity awards, including RSUs, as well as to performance incentives. This clawback policy serves to increase transparency and discourage executives from engaging in behavior that could potentially harm Adient or its shareholders. The preceding description of our Executive Incentive Compensation Recoupment Policy is qualified by the Policy itself, which was filed as Exhibit 97.1 to Adient’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Policies and Practices Relating to the Timing of Equity Awards We generally grant annual equity-based awards during the first quarter of our fiscal year, effective as of the date of the Human Capital and Compensation Committee’s approval of the awards, although such timing may change from year to year. The Human Capital and Compensation Committee also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, at the discretion of the Human Capital and Compensation Committee. In addition, our Chief Executive Officer has delegated authority to approve a limited amount of such equity-based awards to employees who are not officers. Such grants approved by our Chief Executive Officer generally become effective on the second trading day following our next quarterly earnings release. Neither the Human Capital and Compensation Committee nor our Chief Executive Officer take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Retirement Benefit Plans
Retirement Benefit Plans The three retirement plans described below are broadly applicable to all U.S. executives. We regularly evaluate the effectiveness of our retirement program and consider changes as needed. 401(k) Plan All U.S. employees are eligible for the 401(k) Plan, including executives. Participants can contribute up to 50% of their eligible compensation on a pre-tax basis; however, executives can contribute only up to 6% of their eligible compensation. We provided a matching contribution during 2024 and 2025 equal to 100% on the first 3%, and 50% on the next 3% of the participant’s eligible compensation. Adient also provided a fixed non-matching employer contribution equal to 2% of eligible compensation under the 401(k) Plan in 2024 and 2025. The non-matching employer contribution was available to all participants, including executives. Both the matching contribution and the non-matching employer contribution are subject to vesting requirements. Retirement Restoration Plan Internal Revenue Code (the “Code”) sections 402(g) and 401(a)(17) limit the benefits companies can provide to employees under a 401(k) Plan. Thus, Adient sponsors the Retirement Restoration Plan, which allows certain employees who are affected by these Code limits to obtain the full intended benefit from the 401(k) Plan without regard to such limits. Under the Retirement Restoration Plan, executives are eligible to defer up to 6% of their eligible compensation to the Retirement Restoration Plan (without regard to the limits imposed on deferrals under the 401(k) Plan) and receive a matching contribution (at the same rate as provided under the 401(k) Plan) on those deferrals. All matching contributions and non-matching employer contributions made under the Retirement Restoration Plan are subject to the same vesting requirements as the 401(k) Plan, except that vesting is not accelerated as a result of an individual’s death while employed. Executive Deferred Compensation Plan The Executive Deferred Compensation Plan assists U.S. executives, including NEOs other than Mr. Huang, with personal financial planning by allowing participants to defer compensation and associated taxes until retirement or termination of employment. It also assists executives in the management of their executive share ownership requirements. Investment options in the Executive Deferred Compensation Plan generally mirror investment options available in the 401(k) Plan, except that deferrals arising from PSUs granted 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.
Employment Agreements
Employment Agreements We do not maintain employment agreements with our NEOs other than Mr. Huang, who has an employment agreement to satisfy applicable local law requirements. However, we do maintain arrangements under which select NEOs may become entitled to receive severance benefits upon a qualifying termination of employment, as described below under “Severance and Change of Control Agreements.” In addition, we generally provide offer letters to newly hired executive officers in connection with their recruitment.
Severance and Change of Control Agreements
Severance and Change of Control Agreements Consistent with market practice, we maintain Key Executive Severance and Change of Control Agreements with our U.S.-based NEOs that are intended to retain them before and after a change of control and encourage the executives to maximize the value of any change of control transaction for shareholders in the long-term. The agreements are summarized below.
Severance and Change of Control Agreements
| | 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 multiplied by 36 | • 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 plan provides for double-trigger vesting of awards that are assumed or replaced in a change of control | • 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 | |
Severance and Change of Control Agreements
| 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) |
Summary Compensation Table for Fiscal Year 2025
Summary Compensation Table for Fiscal Year 2025
Summary Compensation Table for Fiscal Year 2025
| Name and Principal Position(1) (a) | Year (b) | Salary(2) (c) | Bonus(3) (d) | Stock Awards(4) (e) | Option Awards (f) | Non-Equity Incentive Plan Compensation(5) (g) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(6) (h) | All Other Compensation(7) (i) | Total (j) | | Jerome J. Dorlack President & CEO | 2025 | $665,000 | $147,250 | $10,754,426 | — | $1,443,050 | — | $104,668 | $13,114,394 | | | 2024 | $662,083 | — | $7,760,438 | — | $971,523 | — | $99,427 | $9,493,471 | | | 2023 | $627,500 | — | $2,315,532 | — | $864,101 | — | $19,238 | $3,826,370 | | Mark A. Oswald Exec VP & CFO | 2025 | $615,000 | $61,504 | $2,308,097 | — | $602,740 | — | $35,273 | $3,622,614 | | | 2024 | $540,125 | — | $1,236,769 | — | $382,699 | — | $33,304 | $2,192,897 | | Jian James Huang Exec VP, APAC(8) | 2025 | $596,260 | $59,626 | $3,893,105 | — | $584,335 | — | $82,632 | $5,215,958 | | | 2024 | $596,632 | — | $1,667,224 | — | $453,440 | — | $80,113 | $2,797,409 | | | 2023 | $609,783 | — | $1,165,427 | — | $768,326 | — | $80,972 | $2,624,508 | | Heather M. Tiltmann Exec VP, Legal and HR | 2025 | $619,112 | $55,720 | $1,917,136 | — | $546,057 | — | $59,196 | $3,197,221 | | | 2024 | $619,112 | — | $1,667,224 | — | $352,894 | — | $79,555 | $2,718,785 | | | 2023 | $614,604 | — | $1,711,096 | — | $580,766 | — | $18,870 | $2,925,336 | | James D. Conklin Exec VP, Americas | 2025 | $580,000 | $58,005 | $1,896,176 | — | $568,454 | — | $33,815 | $3,136,451 | | | 2024 | $545,000 | — | $1,667,224 | — | $352,017 | — | $38,087 | $2,602,329 |
Summary Compensation Table for Fiscal Year 2025
(1) Name and Principal Position: This column reflects our NEOs’ positions as of September 30, 2025. (2) Salary: Mr. Dorlack participated in Salary Reduction / RSU Replacement Programs during fiscal year 2024 and 2025. Under these programs, his base salary was reduced by 30% for two consecutive 12-month periods ending on December 31, 2024 and December 31, 2025. These Salary Reduction / RSU Replacement Programs are described under the heading “Analysis of Fiscal Year 2025 Compensation - Base Salary” in the Compensation Discussion and Analysis (“CD&A”) (3) Bonus: This column reflects the Human Capital and Compensation Committee adjustment of the Annual Incentive Plan. The adjustment is described in further detail in the section titled “Analysis of Fiscal Year 2025 Compensation – Annual Incentive Plan (AIP)” in the CD&A. (4) Stock Awards: The amounts in column (e) for fiscal year 2025 reflect the grant date fair value of equity awards granted during the fiscal year, which consisted of RSUs and PSUs granted under our 2021 Omnibus Incentive Plan. The amounts relating to the RSUs and PSUs granted during fiscal year 2025 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 2025 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: $11,999,974 for Mr. Dorlack; $2,663,995 for Mr. Oswald; $2,131,188 for Mr. Huang; $2,131,188 for Ms. Tiltmann; and $2,131,188 for Mr. Conklin. Footnote 12 to the audited financial statements for the fiscal year ended September 30, 2025, which appears in Adient’s Annual Report on Form 10-K that was filed with the SEC on November 18, 2025 includes assumptions that were used in the calculation of the equity award values. As described in the section titled “Analysis of Fiscal Year 2025 Compensation - Payout of Fiscal Year 2023 Performance Share Units (PSUs)” in the CD&A, the Human Capital and Compensation Committee adjusted performance under the fiscal year 2023 PSUs. The incremental fair values resulting from the corresponding modification to the fiscal year 2023 PSUs were as follows: $98,876 for Mr. Dorlack; $5,837 for Mr. Oswald; $51,310 for Mr. Huang; $75,336 for Ms. Tiltmann; and $54,377 for Mr. Conklin. (5) Non-Equity Incentive Plan Compensation: The amounts reported in column (g) reflect annual cash incentive compensation, if any, earned in the fiscal year (which was based on individual and Company performance in the fiscal year indicated and paid in the first quarter of the following fiscal year). Annual incentive compensation is discussed in further detail in the section titled “Analysis of Fiscal Year 2025 Compensation – Annual Incentive Plan (AIP)” in the CD&A. (6) Change In Pension Value: Adient does not offer a defined benefit pension. No NEO received “above-market or preferential earnings” on non-qualified deferred compensation. (7) All Other Compensation: The fiscal year 2025 amounts reported in column (i) for each NEO consist of the following:
Summary Compensation Table for Fiscal Year 2025
| Name | Company Leased Car Program (a) ($) | Executive Physical(b) ($) | Employer Retirement Contributions (c) ($) | Miscellaneous (d) ($) | Total Other Compensation ($) | | Jerome J. Dorlack President & CEO | — | — | $104,668 | — | $104,668 | | Mark A. Oswald Exec VP & CFO | — | — | $35,273 | — | $35,273 | | Jian James Huang Exec VP, APAC | $59,666 | $2,950 | — | $20,016 | $82,632 | | Heather M. Tiltmann Exec VP, Legal and HR | — | — | $59,196 | — | $59,196 | | James D. Conklin Exec VP, Americas | — | — | $33,815 | — | $33,815 |
Summary Compensation Table for Fiscal Year 2025
(a) Company Leased Car Program: Amounts reflect costs attributable to personal use of an Adient leased vehicle. (b) Executive Physical: Amounts reflect costs of executive physical. (c) Employer Retirement Contributions: Amounts shown include, for the U.S. NEOs, Adient’s matching and non-matching contributions made under the 401(k) Plan and the Retirement Restoration Plan. No NEO received “above-market or preferential earnings” on non-qualified deferred compensation. (d) Miscellaneous: Amount shown for Mr. Huang includes tax support services for filings in foreign jurisdictions and a social insurance cash out paid to non-Chinese employees not enrolled in local social security programs. (8) Mr. Huang’s cash compensation was paid in RMB and has been converted to U.S. dollars at an exchange rate of U.S.$1.0 = RMB 7.22. The exchange rate is the average of the 12 monthly average exchange rates during the fiscal year.
Grants of Plan-Based Awards Table for Fiscal Year 2025
Grants of Plan-Based Awards Table for Fiscal Year 2025 The following table summarizes cash-based and equity-based awards for each of the NEOs that were granted with respect to fiscal year 2025.
Grants of Plan-Based Awards Table for Fiscal Year 2025
| Name | Grant Date | Date of Committee Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) ($) | | | 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) ($) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Jerome J. Dorlack President & CEO | | 11/13/2025 | | | | | 4,675 | | | $98,876 | | | 11/14/2024 | 11/14/2024 | | | | 36,765 | 294,117 | 588,234 | | $6,370,574 | | | 11/14/2024 | 11/14/2024 | | | | | | | 196,078 | $3,999,991 | | | 1/1/2025 | 11/14/2024 | | | | | | | 16,540 | $284,984 | | | | | $147,250 | $1,472,500 | $2,650,500 | | | | | | | Mark A. Oswald Exec VP & CFO | | 11/13/2025 | | | | | 276 | | | $5,837 | | | 11/14/2024 | 11/14/2024 | | | | 8,162 | 65,294 | 130,588 | | $1,414,268 | | | 11/14/2024 | 11/14/2024 | | | | | | | 43,529 | $887,992 | | | | | $61,504 | $615,041 | $1,107,074 | | | | | | | Jian James Huang Exec VP, EMEA | | 11/13/2025 | | | | | 2,426 | | | $51,310 | | | 11/14/2024 | 11/14/2024 | | | | 6,529 | 52,235 | 104,470 | | $1,131,410 | | | 11/14/2024 | 11/14/2024 | | | | | | | 98,039 | $1,999,996 | | | 11/14/2024 | 11/14/2024 | | | | | | | 34,823 | $710,389 | | | | | $59,626 | $596,260 | $1,073,269 | | | | | | | Heather M. Tiltmann Exec VP, Legal & HR | | 11/13/2025 | | | | | 3,562 | | | $75,336 | | | 11/14/2024 | 11/14/2024 | | | | 6,529 | 52,235 | 104,470 | | $1,131,410 | | | 11/14/2024 | 11/14/2024 | | | | | | | 34,823 | $710,389 | | | | | $55,720 | $557,201 | $1,002,962 | | | | | | | James D. Conklin Exec VP, Americas | | | | | | | 2,571 | | | $54,377 | | | 11/14/2024 | 11/14/2024 | | | | 6,529 | 52,235 | 104,470 | | $1,131,410 | | | 11/14/2024 | 11/14/2024 | | | | | | | 34,823 | $710,389 | | | | | $58,005 | $580,055 | $1,044,099 | | | | | |
Grants of Plan-Based Awards Table for Fiscal Year 2025
(1) These columns show the range of potential payouts for annual incentive performance awards that we describe in the section titled “Analysis of Fiscal Year 2025 Compensation — Annual Incentive Plan (AIP)” in the CD&A. Actual payout amounts are rounded up to the next whole dollar, which may result in a payout amount that exceeds the stated maximum by one dollar. The amounts actually earned for fiscal year 2025 are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for Fiscal Year 2025. (2) These columns show the range of potential payouts for the PSUs granted during fiscal year 2025 under our 2021 Omnibus Incentive Plan that we described in the section titled “Analysis of Fiscal Year 2025 Compensation — Long-Term Incentive (LTI) Plan” in the CD&A. The number of PSUs with a grant date of November 14, 2024 that are earned, if any, will be based on performance for fiscal years 2025 through 2027 and will be determined after the close of fiscal year 2027. (3) The amounts shown in this column reflect the number of RSUs that were granted to each NEO under our 2021 Omnibus Incentive Plan for awards granted on November 14, 2024, as well as RSUs that were granted to Mr. Dorlack on January 1, 2025 for participation in a Salary Reduction / RSU Replacement Program during fiscal year 2025 and 98,039 RSUs that were granted to Mr. Huang on November 14, 2024 for a one-time retention award. Under the Salary Reduction / RSU Replacement Program, Mr. Dorlack’s base salary was reduced by 30% and replaced with an equivalent RSU grant for a 12-month period ending December 31, 2025, as described under the heading “Analysis of Fiscal Year 2025 Compensation – Base Salary” in the CD&A. Mr. Huang’s one-time retention award is subject to vesting over two years. (4) No stock options were granted to Adient’s NEOs in fiscal year 2025. (5) The amounts shown in the first row for each NEO reflect the incremental fair value resulting from an accounting modification to PSUs granted in fiscal year 2023. The modification to these PSUs is described in further detail in the section titled “Analysis of Fiscal Year 2023 Compensation – Payout of Fiscal Year 2023 Performance Share Units (PSUs)” in the CD&A. The other amounts reflect the grant date fair value of PSUs and RSUs granted during fiscal year 2025 as determined in accordance with FASB ASC Topic 718. Footnote 12 to the audited financial statements for the fiscal year ended September 30, 2025, which appear in Adient’s Annual Report on Form 10-K that was filed with the SEC on November 18, 2025, includes assumptions that were used in the calculation of the equity award values.
Outstanding Equity Awards at 2025 Fiscal Year-End Table
Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table shows, for each of the NEOs, all Adient equity awards that were outstanding as of September 30, 2025. Dollar amounts shown in the Stock Awards columns are based on the closing price of Adient’s ordinary shares of $24.08 on the NYSE on September 30, 2025, the last trading day of fiscal year 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| Name | Stock Awards | | | | | | Number of Shares of Stock That Have Not Vested(1) (#) | Market Value of Shares of Stock That Have Not Vested(2) ($) | 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) ($) | | Jerome J. Dorlack President & CEO | 277,859 | $6,690,845 | 212,180 | $5,109,294 | | Mark A. Oswald Exec VP & CFO | 55,052 | $1,325,652 | 43,418 | $1,045,505 | | Jian James Huang Exec VP, APAC | 149,590 | $3,602,127 | 40,737 | $980,947 | | Heather M. Tiltmann Exec VP, Legal and HR | 53,267 | $1,282,669 | 40,737 | $980,947 | | James D. Conklin Exec VP, Americas | 51,770 | $1,246,622 | 40,737 | $980,947 |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
(1) RSU vesting dates are as follows: •Mr. Dorlack — 64,706 shares vested on November 14, 2025; 8,041 shares vested on November 16, 2025; 7,065 vested on November 17, 2025; 16,540 vested on January 1, 2026; 20,613 shares vest on February 8, 2026; 64,705 shares vest on November 14, 2026; 8,285 shares vest on November 16, 2026; 21,237 shares vest on February 8, 2027; and 66,667 shares vest on November 14, 2027. •Mr. Oswald — 14,365 shares vested on November 14, 2025; 1,206 shares vested on November 16, 2025; 1,462 shares vested on November 17, 2025; 3,972 shares vest on February 8, 2026; 14,364 shares vest on November 14, 2026; 1,243 shares vest on November 16, 2026; 3,640 shares vest on February 8, 2027; and 14,800 shares vest on November 14, 2027. •Mr. Huang — 60,512 shares vested on November 14, 2025; 6,433 shares vested on November 16, 2025; 3,667 shares vested on November 17, 2025; 60,510 shares vest on November 14, 2026; 6,628 shares vest on November 16, 2026 and 11,840 shares vest on November 14, 2027. •Ms. Tiltmann — 11,492 shares vested on November 14, 2025; 6,433 shares vested on November 16, 2025; 5,383 shares vested on November 17, 2025; 11,491 shares vest on November 14, 2026; 6,628 shares vest on November 16, 2026 and 11,840 shares vest on November 14, 2027. •Mr. Conklin — 11,492 shares vested on November 14, 2025; 6,433 shares vested on November 16, 2025; 3,886 shares vested on November 17, 2025; 11,491 shares vest on November 14, 2026; 6,628 shares vest on November 16, 2026; and 11,840 shares vest on November 14, 2027. (2) We have calculated the market value of unvested RSUs and PSUs using the September 30, 2025, closing market price for an ordinary share, which was $24.08. (3) The number of unvested PSUs listed in this table is, consistent with the SEC’s disclosure requirements, based on threshold performance for fiscal year 2024 and fiscal year 2025. Threshold performance for the fiscal year 2024 and fiscal year 2025 grants are a level of performance higher than the level at which performance was trending through the end of fiscal year 2025. The PSUs will be earned or forfeited based on performance over three fiscal years.
Option Exercises and Stock Vested During Fiscal Year 2025
Option Exercises and Stock Vested During Fiscal Year 2025 The following table provides information about RSUs and PSUs that vested in, or based on a performance period that ended during, fiscal year 2025:
Option Exercises and Stock Vested During Fiscal Year 2025
| Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Jerome J. Dorlack President & CEO | 61,778 | $1,162,056 | | Mark A. Oswald Exec VP & CFO | 8,464 | $157,284 | | Jian James Huang Exec VP, APAC | 19,963 | $405,405 | | Heather M. Tiltmann Exec VP, Legal and HR | 26,172 | $532,826 | | James D. Conklin Exec VP, Americas | 19,275 | $392,429 |
Option Exercises and Stock Vested During Fiscal Year 2025
(1) Amounts represent the product of the number of shares acquired on vesting multiplied by the closing market price of our ordinary shares on the vesting date, plus the value of dividend equivalents that were released or earned and deferred, as applicable.
Non-Qualified Deferred Compensation Table for Fiscal Year 2025
Non-Qualified Deferred Compensation Table for Fiscal Year 2025 The following table sets forth certain information with respect to participation in the Adient US LLC Executive Deferred Compensation Plan and the Adient US LLC Retirement Restoration Plan by the NEOs during the fiscal year ending on September 30, 2025. Mr. Huang is not eligible to participate in the Adient US LLC Executive Deferred Compensation Plan or the Adient US LLC Retirement Restoration Plan.
Non-Qualified Deferred Compensation Table for Fiscal Year 2025
| Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FY ($) | | Jerome J. Dorlack President & CEO | $74,916 | $81,918 | $134,891 | — | $1,115,250 | | Mark A. Oswald Exec VP & CFO | — | $12,954 | $3,977 | — | $47,589 | | Heather M. Tiltmann Exec VP, Legal and HR | $32,008 | $36,446 | $39,023 | — | $394,958 | | James D. Conklin Exec VP, Americas | — | $11,640 | $7,803 | — | $79,761 |
Non-Qualified Deferred Compensation Table for Fiscal Year 2025
(1) Certain amounts that appear in the Non-Qualified Deferred Compensation table relate to compensation that is or was also reported in the Summary Compensation Table as compensation for fiscal year 2025 or earlier fiscal years. The Executive Contributions of each of Mr. Dorlack and Ms. Tiltmann include amounts that are also reported in the Salary column in the Summary Compensation Table for fiscal year 2025. (2) Amounts shown include the Company matching and non-matching contributions from fiscal year 2025 that we make under the Retirement Restoration Plan because the Code limits such contributions under the 401(k) Plan. The Registrant Contributions of Messrs. Dorlack, Oswald and Conklin and Ms. Tiltmann include amounts that are also reported in the All Other Compensation column of the Summary Compensation Table. (3) The Aggregate Earnings are not “above-market or preferential earnings” and therefore we do not need to report them in the Summary Compensation Table. The Aggregate Earnings represent all investment earnings, net of fees, on amounts that a NEO has deferred. Investment earnings also include amounts relating to the appreciation or depreciation in the value of other investment alternatives, which are generally similar to the investment alternatives available under the 401(k) Plan. Adient maintains the following two non-qualified deferred compensation plans under which selected executives, as determined by the Human Capital and Compensation Committee, including NEOs (other than Mr. Huang), could elect to defer their compensation. • 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 Company 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. Executives 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 upon Termination and Change in Control
Potential Payments upon Termination and Change in Control The following table summarizes the severance and other enhanced benefits that would have been payable to the 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, 2025. Equity award amounts are based on the closing price of Adient’s ordinary shares of $24.08 on the NYSE on September 30, 2025, the last trading day of fiscal year 2025. The arrangements under which the severance and other enhanced benefits would have been paid are described in the footnotes to the table.
Potential Payments upon Termination and Change in Control
| POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR A CHANGE IN CONTROL | | | | | | | | Name / Form of Compensation | Change In Control | | Other Termination | | | | | | Without Qualified Term | With Qualified Term(1) | With Cause | Without Cause Involuntary(2) | Retirement(3) | Death or Disability(4) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Jerome J. Dorlack | | | | | | | | Cash Severance | — | $6,275,924 | — | $1,425,000 | NA | — | | Benefit & Perk Continuation | — | $168,280 | — | $84,140 | NA | — | | Accelerated Vesting of Equity | — | $2,318,567 | — | $2,318,567 | NA | $6,690,845 | | Mark A. Oswald | | | | | | | | Cash Severance | — | $3,173,811 | — | $945,000 | NA | — | | Benefit & Perk Continuation | — | $158,232 | — | $79,116 | NA | — | | Accelerated Vesting of Equity | — | $424,627 | — | $424,627 | NA | $1,325,652 | | Jian James Huang | | | | | | | | Cash Severance | — | $49,720 | — | $49,720 | NA | — | | Benefit & Perk Continuation | — | — | — | — | NA | — | | Continued / Accelerated Vesting of Equity | — | — | — | — | $1,682,043 | — | | Heather M. Tiltmann | | | | | | | | Cash Severance | — | $3,392,773 | — | $928,668 | NA | — | | Benefit & Perk Continuation | — | $189,926 | — | $94,963 | NA | — | | Accelerated Vesting of Equity | — | $494,603 | — | $494,603 | NA | $1,282,669 | | James D. Conklin | | | | | | | | Cash Severance | — | $3,232,632 | — | $900,000 | NA | — | | Benefit & Perk Continuation | — | $195,579 | — | $97,790 | NA | — | | Accelerated Vesting of Equity | — | $463,275 | — | $463,275 | NA | $1,246,622 |
Potential Payments upon Termination and Change in Control
(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 then-serving NEOs, with the exception of Mr. Huang, 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” in the CD&A. Mr. Huang would be entitled to one month of base salary and accelerated vesting of outstanding equity awards, subject to the 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 Payments 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. (2) In the event of an involuntary termination without cause or for good reason not in connection with a change in control, the NEOs, with the exception of Mr. Huang, would be entitled to the benefits as described in the column titled “Non-Change of Control Termination” in the table under the heading “Severance and Change of Control Agreements” in the CD&A. Mr. Huang would be entitled to one month of base salary. (3) As of September 30, 2025, only Mr. Huang was eligible for retirement. In the event of retirement, NEOs would be eligible for: •if the NEO’s employment terminates due to retirement prior to the first anniversary of the grant date of RSUs, the RSU would be forfeited. PSUs would vest on a pro rata basis upon retirement (contingent on actual performance). PSUs and RSUs that have not yet been settled are automatically forfeited in certain circumstances, including if the NEO serves in certain capacities for a competitor or engages in inimical conduct. •dividend equivalent treatment equivalent to the treatment of the related equity awards; and •his or her account balance under the Retirement Restoration Plan, if applicable. (4) In the event of a death or disability, NEOs would be eligible for: •full vesting of all unvested RSUs; •a pro rata portion of unearned PSUs (based on actual performance); •dividend equivalent treatment equivalent to the treatment of the related equity awards; and •his or her account balance under the Retirement Restoration Plan, if applicable.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the section “Compensation Discussion and Analysis”. The following table summarizes the Summary Compensation Table (“SCT”) total compensation reported for, and the Compensation Actually Paid (“CAP”) to, our CEO and, on average, our other NEOs (the “Non-CEO NEOs”):
Pay Versus Performance
| Year (a) | Summary Compensation Table Total for CEO #11 | Summary Compensation Table Total for CEO #22 | Compensation Actually Paid to the CEO #13 | Compensation Actually Paid to the CEO #24 | Average Summary Compensation Table Total for Non-CEO NEOs5 | Average Compensation Actually Paid to Non-CEO NEOs6 | Value of Initial Fixed $100 Investment Based on | | Net Income (Loss) (in millions)9 | Adjusted EBITDA10 | | | | | | | | | Total Shareholder Return7 | Peer Group Total Shareholder Return8 | | | | 2025 | $13,114,394 | | $11,198,215 | | $3,793,061 | $3,422,203 | $139 | $109 | $(281) | $881 | | 2024 | $9,493,471 | $11,217,604 | $2,985,544 | $(7,584,370) | $2,577,855 | $717,900 | $130 | $98 | $18 | $880 | | 2023 | | $14,678,639 | | $27,706,948 | $2,980,464 | $4,704,325 | $212 | $118 | $205 | $938 | | 2022 | | $15,355,201 | | $4,644,914 | $3,390,442 | $1,542,704 | $160 | $98 | $(120) | $675 | | 2021 | | $14,242,424 | | $34,992,414 | $3,051,633 | $6,904,114 | $239 | $138 | $1,108 | $917 |
Pay Versus Performance
(1) Summary Compensation Table Total for CEO #1: This column reflects the amounts of total compensation reported for Mr. Dorlack the “Total” column of the Summary Compensation Table for fiscal years 2024-2025. (2) Summary Compensation Table Total for CEO #2: This column reflects the amounts of total compensation reported for Mr. Del Grosso in the “Total” column of the Summary Compensation Table for fiscal years 2021-2024. (3) Compensation Actually Paid to CEO #1: This column reflects the CAP to Mr. Dorlack, calculated in accordance with Item 402(v) of Regulation S-K for fiscal years 2024-2025. The following adjustments were made to Mr. Dorlack’s total compensation from the SCT for fiscal year 2025 to determine CAP:
Pay Versus Performance
| Year | Summary Compensation Table Total | Deduction of Grant Date Fair Value from Summary Compensation Table(a) | Other Adjustments to Summary Compensation Table(b) | Compensation Actually Paid | | 2025 | $13,114,394 | $10,754,426 | $8,838,247 | $11,198,215 |
Pay Versus Performance
(a) Deduction of Grant Date Fair Value from Summary Compensation Table: Amount reflects the grant date fair value of equity-based awards granted in, and any incremental fair value reported due to modifications of equity awards for, each year. (b) Other Adjustments to Summary Compensation Table: The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) change in fair value as of fiscal year end compared to prior year end fair value for unvested and outstanding awards granted in prior fiscal years; and (iii) change in fair value as of vesting date compared to prior year end fair value for vested awards granted in prior years. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance
| Year | Year End Value of Awards Granted During Covered Fiscal Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Total | | 2025 | $9,701,478 | $(954,368) | $91,137 | $8,838,247 |
Pay Versus Performance
(4) Compensation Actually Paid to CEO #2: This column reflects the CAP to Mr. Del Grosso, calculated in accordance with Item 402(v) of Regulation S-K for fiscal years 2021 through 2024. (5) Average Summary Compensation Table Total for Non-CEO NEOs: This column reflects the average of the total compensation amounts reported for the Non-CEO NEOs for each corresponding year in the “Total” Column of the Summary Compensation Table. The Non-CEO NEOs included for purposes of calculating the average amounts for fiscal years 2025 and 2024 are Messrs. Oswald, Huang and Conklin and Ms. Tiltmann. The Non-CEO NEOs included for purposes of calculating the average amounts for fiscal year 2023 are Messrs. Jeffery M. Stafeil, Dorlack, Huang and Michel Berthelin and Ms. Tiltmann. The Non-CEO NEOs included for purposes of calculating the average amounts for fiscal year 2022 are Messrs. Stafeil, Dorlack and Huang and Ms. Tiltmann. The Non-CEO NEOs included for purposes of calculating the average amounts for fiscal year 2021 are Messrs. Stafeil, Dorlack, Huang and Berthelin. (6) Compensation Actually Paid to Non-CEO NEOs: This column reflects the average CAP to our Non-CEO NEOs, calculated in accordance with Item 402(v) of Regulation S-K. The following adjustments were made to the Non-CEO NEOs’ total compensation from the SCT for each year to determine CAP:
Pay Versus Performance
| Year | Average Summary Compensation Table Total | Deduction of Grant Date Fair Value from Summary Compensation Table(a) | Other Adjustments to Summary Compensation Table(b) | Average Compensation Actually Paid | | 2025 | $3,793,061 | $2,503,629 | $2,132,770 | $3,422,203 |
Pay Versus Performance
(a) Deduction of Grant Date Fair Value from Summary Compensation Table: Amount reflects the grant date fair value of equity-based awards granted in and any incremental fair value reported due to modifications of equity awards for, each year. (b) Other Adjustments to Summary Compensation Table: The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) change in fair value as of vesting date compared to prior year end fair value for vested awards granted in prior years; (iii) change in fair value as of fiscal year end compared to prior year end fair value for unvested and outstanding awards granted in prior fiscal years. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance
| Year | Year End Value of Awards Granted During Covered Fiscal Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Total | | 2025 | $2,345,696 | $(238,225) | $25,299 | $2,132,770 |
Pay Versus Performance
(7) Total Shareholder Return: This column shows the value at the end of each fiscal year of $100 invested in our common shares on September 30, 2020. (8) Peer Group Total Shareholder Return: This column shows the value at the end of each fiscal year of $100 invested in the common shares of companies in the Dow Jones U.S. Auto Parts Index on September 30, 2020. (9) Net Income (Loss): Represents the amount of net income reflected in the Company’s audited financial statements for the applicable year. (10) Adjusted EBITDA: Defined as income before income taxes and noncontrolling interests excluding net financing charges, restructuring, impairment and related costs, purchase accounting amortization, transaction gains/losses, other significant non-recurring items and net mark-to-market adjustments on pension and postretirement plans and excluding depreciation and stock-based compensation.
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. To normalize for our CEO transition in fiscal year 2024, Mr. Dorlack’s and Mr. Del Grosso’s CAP are combined for fiscal year 2024 in the following charts.
Compensation Actually Paid and TSR
Compensation Actually Paid and TSR The chart below shows the comparison of Compensation Actually Paid to our CEO and our Non-CEO NEOs and TSR for the Company and our TSR peer group, which consists of the companies within the Dow Jones U.S. Auto Parts Index.
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Income (Loss) The chart below shows the comparison of Compensation Actually Paid to our CEO and our Non-CEO NEOs and Net Income (Loss).
Compensation Actually Paid and Adjusted EBITDA
Compensation Actually Paid and Adjusted EBITDA The chart below shows the comparison of Compensation Actually Paid to the CEO and our Non-CEO NEOs and Adjusted EBITDA.
CEO Pay Ratio
CEO Pay Ratio As 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 2025:
CEO Pay Ratio
| Annual Total Compensation of our CEO | $13,114,394 | | Estimated Annual Total Compensation of our Median Employee(1) | $18,897 | | Estimated Ratio of the CEO’s to the Median Employee’s Annual Total Compensation | 694:1 |
CEO Pay Ratio
(1) Our median employee is a production team leader located in Poland For purposes of this disclosure, as permitted by SEC rules, we have used the same global median employee (a production team leader in Poland) as in our proxy statement filed during 2025 for fiscal year 2024, 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 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 permitted methodologies or assumptions different from ours, and which may have a significantly different workforce structure from ours, may not be comparable to our CEO pay ratio. To calculate the fiscal year 2025 compensation of the median employee for purposes of the pay ratio, we calculated the employee’s annual total compensation for the fiscal year 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 2025 as shown in the Summary Compensation Table.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION Non-employee director annual compensation for fiscal year 2025 consisted of the following: • A retainer at an annual rate of $290,000, of which $145,000 was paid in cash and $145,000 was paid in ordinary shares. • A committee chair fee at an annual rate of $20,000, payable in cash, for each of the chairs of the Audit Committee and Human Capital and Compensation Committee, and at an annual rate of $15,000, payable in cash, for the chair of the Corporate Governance Committee. • A Board Chair fee (in addition to the annual retainer described above) at an annual rate of $170,000, of which $85,000 was paid in cash and $85,000 of which was paid in ordinary shares at the then-current market price, issued under the Adient plc 2021 Omnibus Incentive Plan. In addition, during times in which we have a Lead Director, a Lead Director fee will be paid at an annual rate of $30,000, payable in cash, provided that a non-employee Lead Director will not receive any committee chair fees described above. We pay the cash retainer fee and committee chair fees, and we issue the ordinary share portion of the annual retainer, in advance, at, or as soon as practicable after, the date of each annual general meeting of shareholders, subject to exceptions described in our Non-Employee Directors Compensation Summary and Ownership Guidelines. We also pay the Board Chair fee at the time of the annual general meeting. In addition to providing the retainers described above, we reimburse non-employee directors for any reasonable expenses relating to their service as directors. Non-employee directors do not receive any additional meeting fees for attendance at meetings of the Board or its committees. A director who is also an employee of Adient receives no additional remuneration for services as a director of Adient. We maintain a director share ownership policy that requires our directors to hold significant amounts of our ordinary shares. Our current share ownership policy requires our directors to hold an amount of Adient ordinary shares equal to five times the annual cash retainer within five years of their election or appointment to the Board. All of our directors either hold sufficient shares to comply with the share ownership policy guidelines or have additional time to acquire sufficient shares.
NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Julie L. Bushman | 145,000 | 145,000 | 290,000 | | Peter H. Carlin | 145,000 | 145,000 | 290,000 | | Jodi E. Eddy | 145,000 | 145,000 | 290,000 | | Richard Goodman | 165,000 | 145,000 | 310,000 | | José M. Gutiérrez | 160,000 | 145,000 | 305,000 | | Frederick A. Henderson | 230,000 | 230,000 | 460,000 | | Barb J. Samardzich | 165,000 | 145,000 | 310,000 |
NON-EMPLOYEE DIRECTOR COMPENSATION
(1) Amounts shown in this column reflect the cash portion of the annual retainer and the committee chair and Board chair fees earned for service during fiscal year 2025. (2) Amounts shown in this column reflect the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. The equity grant portion of the regular annual retainer was granted on March 11, 2025, when the closing price per share of Adient ordinary shares was $14.33. PROPOSAL FOUR: