Barb Samardzich - Director | Adient (ADNT) Executive Profile & Compensation

About Barb J. Samardzich

Independent director at Adient since 2016; age 66. Former Vice President and Chief Operating Officer, Ford of Europe (2013–2016), with prior leadership roles in product development, global product programs and powertrain engineering; early career as a thermal design engineer at Westinghouse Electric’s nuclear fuels division. Recognized for deep automotive operating expertise across manufacturing, quality, product development, purchasing, sustainability, environmental and safety engineering .

Past Roles

Organization	Role	Tenure	Committees/Impact
Ford of Europe GmbH	Vice President & Chief Operating Officer	2013–2016	Senior operating leadership for European business
Ford of Europe GmbH	Vice President, Product Development	2011–2013	Led product development in Europe
Ford (Global)	Vice President, Global Product Programs; Vice President, Powertrain Engineering; other PD leadership roles	Pre-2011 (dates not individually disclosed)	Global programs and powertrain leadership
Westinghouse Electric (Nuclear Fuels)	Thermal Design Engineer	Pre-1990	Early engineering role

External Roles

Organization	Listing	Role	Committees	Notes
BRP Inc.	TSX	Lead Director	Chair, Investment & Risk; Member, Human Resources & Compensation	Current public company role
Amogy Inc.	Private	Director	Audit; Human Capital	Private clean energy company
MTS Systems Corp.	Former public	Director (through 2017)	Compensation Committee	Former board
Velodyne LiDAR	Former public	Director (through 2021)	Audit; Chair, Compensation	Former board
AB SKF	Public (Sweden)	Director (through 2022)	Not disclosed	Former board

Board Governance

Independence: Affirmatively determined independent by the Board under NYSE and company standards .
Years of service: Director since 2016 .
Committee assignments (current as of Jan 22, 2025): Chair, Human Capital & Compensation; Member, Corporate Governance; Member, Executive Committee .
Board activity and attendance: Board held 8 meetings in FY2024; every director attended at least 75% of their Board and committee meetings .
AGM attendance: Did not attend 2023 AGM (others did); all directors attended 2024 AGM .
Board leadership structure and independent sessions: Independent Chair; executive sessions of independent directors required at least twice annually and held regularly in FY2024 .

Fixed Compensation (Non‑Employee Director – FY2024)

Component	Amount	Notes
Annual retainer – cash	$145,000	Paid in advance post-AGM
Annual retainer – equity (ordinary shares)	$145,000	Granted Mar 12, 2024; closing price $34.46 used for grant value
Committee chair fee (HCC Chair) – cash	$20,000	HCC Chair fee level; Audit Chair also $20k; Governance Chair $15k
Total cash reported (fees earned/paid)	$165,000	Cash portion including chair fee
Total stock awards (grant date fair value)	$145,000	FASB ASC 718 basis
Total compensation	$310,000	As reported for FY2024

Program features: No meeting fees; equity portion issued under 2021 Omnibus Incentive Plan; Board Chair receives additional fee (not applicable to Samardzich) .
Director share ownership guideline: 5x annual cash retainer within five years; company states all directors either comply or have time remaining .

Performance Compensation

Element	Structure	Metrics	Vesting/Triggers
Director equity retainer	Ordinary shares (value-based)	None (not performance-conditioned)	Issued annually post-AGM under plan; no options disclosed for directors

Other Directorships & Interlocks

Current public boards: BRP Inc. (Lead Director; Chair, Investment & Risk; Member, HRC) .
Interlocks: Company discloses no Human Capital & Compensation Committee interlocks or insider participation (committee includes Samardzich) .
Related party transactions: Audit Committee reported no related person transactions considered in FY2024 .

Expertise & Qualifications

Board skills matrix: Senior executive leadership; automotive/industrial manufacturing; financial literacy; global/international; strategic planning; culture/human capital management .
Governance focus: As HCC Chair, signed the committee message discussing alignment of executive pay with shareholder interests and enhancement of recoupment policy triggers .

Equity Ownership (as of Record Date in 2025 Proxy)

Holder	Ordinary Shares Beneficially Owned	% Outstanding	Share Units (unvested RSUs)
Barb J. Samardzich	40,270	<1%	—

Guidelines and compliance: Directors required to hold ≥5x annual cash retainer within five years; company indicates all directors either meet or are within the allowed accumulation period (individual compliance status not separately disclosed) .

Governance Assessment

Strengths: Independent since appointment; chairs the Human Capital & Compensation Committee with clear disclosure of pay philosophy changes (enhanced clawback triggers); strong, directly relevant automotive operating background; meaningful personal share ownership and robust director ownership guidelines; no HCC interlocks; no related‑party transactions reported in FY2024 .
Engagement: Met ≥75% meeting attendance standard; missed the 2023 AGM but all directors (including Samardzich) attended the 2024 AGM; independent executive sessions held regularly .
Compensation alignment: Balanced cash/equity mix ($165k cash including chair fee; $145k equity) consistent with peers; no options or performance-conditioned equity for directors, reducing risk of misaligned incentives .
Potential flags to monitor: External time commitments (Lead Director at BRP and private-board service) appear within typical norms, but ongoing monitoring for any supplier/customer interlocks or related‑party transactions is prudent; none reported for FY2024 .

References:

Biography, roles, other boards
Independence, AGM attendance
Committee assignments/membership, meetings, interlocks
Director compensation structure and reported amounts
Ownership table
Board skills matrix, leadership practices