Frederick Henderson
AdientAbout Frederick A. “Fritz” Henderson
Age 66; independent Chair of the Board at Adient since October 2018; director since 2016. Former interim CEO of Adient (June–September 2018). Principal of The Hawksbill Group (strategic advisory) since May 2018; previously Chairman/CEO of SunCoke Energy (and of SunCoke Energy Partners GP) and held multiple senior roles at General Motors including President & CEO, President & COO, and Vice Chairman & CFO . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Adient plc | Chair of the Board | Since Oct 2018 | Leads independent Board; chaired executive sessions of independent directors in FY2024 . |
| Adient plc | Interim Chief Executive Officer | Jun 2018 – Sep 2018 | Stabilized leadership during transition . |
| The Hawksbill Group | Principal | Since May 2018 | Strategic advisory services . |
| SunCoke Energy, Inc. | Chairman and CEO | 2011–2017 | Led public company operations . |
| SunCoke Energy Partners GP LLC | Chairman and CEO | 2013–2017 | Led general partner of publicly traded MLP . |
| Sunoco, Inc. | Senior Vice President | Preceded SunCoke IPO | Senior leadership prior to spin/IPO . |
| General Motors | President & CEO; President & COO; Vice Chairman & CFO | Not disclosed | Global senior management in auto sector . |
External Roles
| Organization | Role | Committees | Status |
|---|---|---|---|
| Marriott International, Inc. | Lead Independent Director | Chair, Nominating & Corporate Governance; Member, Audit | Current . |
| Alfred P. Sloan Foundation | Chair of the Board of Trustees | — | Current . |
| Arconic Corp. | Non‑Executive Chair; Member, Governance & Nominating | Governance & Nominating | Until 2023 . |
| Horizon Global Corporation | Director; Chair, Audit | Audit (Chair) | Until 2022 . |
| Compuware Corp. | Director; Chair, Audit | Audit (Chair) | Until 2014 . |
Board Governance
- Independence: Board determined Henderson independent; Adient separates Chair/CEO roles and has an independent Chair .
- Committee assignments (as of Jan 22, 2025): Chair, Executive Committee; not a member of Audit, Human Capital & Compensation, or Corporate Governance Committees .
- Board/committee attendance: Board met 8 times in FY2024; every director attended at least 75% of Board and committee meetings to which they were assigned; all directors attended the 2024 AGM .
- Executive sessions: Independent directors hold regular executive sessions; Henderson chaired these in FY2024 .
- Shareholder engagement: The Chair of the Board and the HCCC Chair invited top shareholders to engage on compensation and other topics during FY2024 .
| Governance Item | Detail |
|---|---|
| Independence status | Independent (NYSE standards) . |
| Board leadership | Independent Chair; Chair and CEO roles separated . |
| Committees | Executive Committee (Chair) . |
| FY2024 meetings | Board: 8; AC: 9; HCCC: 6; CGC: 3; Executive: 0 . |
| Attendance | ≥75% for each director in FY2024; all directors attended 2024 AGM . |
| Executive sessions | Regular; chaired by Henderson . |
Fixed Compensation (Non‑Employee Director – FY2024)
| Item | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $145,000 | Paid in advance; no meeting fees . |
| Annual retainer (equity) | $145,000 | Granted as ordinary shares under 2021 Plan; March 12, 2024 grant date at $34.46 close . |
| Board Chair fee (cash) | $85,000 | Additional to retainer . |
| Board Chair fee (equity) | $85,000 | Additional to retainer . |
| Committee chair fees | $20,000 (Audit, HCCC); $15,000 (CGC) | Not applicable to Henderson in FY2024 . |
| Meeting fees | $0 | No additional meeting fees . |
| Henderson FY2024 actual | Cash: $230,000; Stock awards: $230,000; Total: $460,000 | As reported in director compensation table . |
| Director ownership guideline | 5x annual cash retainer within 5 years; all directors compliant or within time window | Applies to non‑employee directors . |
Performance Compensation
- Non‑employee directors do not receive performance‑based pay; equity retainer is time‑based stock under the 2021 Omnibus Incentive Plan; no options or performance metrics for director compensation; no meeting fees .
Other Directorships & Interlocks
- Current public company board: Marriott International (Lead Independent Director; Chair Nominating & Governance; Audit member) .
- Prior public company boards: Arconic (non‑executive chair, until 2023); Horizon Global (Audit Chair, until 2022); Compuware (Audit Chair, until 2014) .
- Non‑profit: Alfred P. Sloan Foundation (Chair of Board of Trustees) .
Expertise & Qualifications
- Board‑identified skills include senior executive leadership, automotive/industrial manufacturing, global experience, and strategic planning (per Board skills matrix) .
- The Audit Committee “financial expert” designations are Dillon, Goodman, and Gutiérrez (Henderson is not designated AC financial expert) .
- Biography highlights extensive operations, manufacturing, marketing, strategic planning, business development, financial expertise, and HES experience from GM and SunCoke .
Equity Ownership
| Holder | Ordinary Shares Beneficially Owned | Share Units | % of Outstanding |
|---|---|---|---|
| Frederick A. Henderson | 76,135 | — | <1% |
- Shares outstanding at record date: 83,932,693 (for context) .
- Pledging/hedging: Prohibited for employees and non‑employee directors under Insider Trading Policy .
- Section 16(a): Company states officers and directors complied with filing requirements in FY2024 .
- Director ownership guidelines: 5x annual cash retainer within 5 years; directors are compliant or have time remaining .
Related‑Party Transactions and Conflicts
- Policy requires Audit Committee review/approval of related person transactions >$120,000; none were considered in FY2024 .
- Corporate Governance Committee oversees director independence, conflicts, and director compensation program .
- No disclosed loans or related‑party dealings involving Henderson; Board affirmed his independence .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay (for FY2023 NEOs) received 95% support; Board and HCCC engaged with top shareholders on compensation program .
Governance Assessment
- Strengths: Independent Chair with deep auto/manufacturing experience; regular independent executive sessions; strong independence posture (89% independent board); active shareholder engagement; clawback policy updated to add discretionary misconduct trigger; anti‑hedging/pledging policy .
- Alignment: Mixed cash/equity director pay with equity retainer; ownership guideline (5x cash retainer); Henderson holds 76,135 shares; no meeting fees that could incentivize volume over quality .
- Attendance and engagement: Board met 8 times; all directors ≥75% attendance; all attended AGM; executive sessions chaired by Henderson .
- Conflicts/Related‑party: None disclosed; independence affirmed; CGC oversight of conflicts .
- Watch items: Significant external commitments (Marriott Lead Independent Director; Sloan Foundation Chair) imply time demands; Board’s nominee evaluation criteria explicitly review other time demands and conflicts during annual assessments .
RED FLAGS: None disclosed in FY2024 for related‑party transactions, pledging/hedging, or attendance; no tax gross‑ups or director meeting fees; director equity is time‑based (not performance‑linked), which is standard for directors .