Heather Tiltmann
AdientAbout Heather Tiltmann
Heather M. Tiltmann is Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary at Adient (ADNT), a role she has held since 2021 after serving as SVP, General Counsel and Secretary in 2020–2021, with prior Adient legal leadership roles since 2016; earlier, she was an attorney at Johnson Controls (2011–2016) and Whyte Hirschboeck Dudek S.C. (2000–2011) . Age and education were not disclosed in the latest proxy; tenure at Adient dates to 2016 (≈9 years as of Jan 2025) and ≈4 years in her current role . FY2024 annual incentive paid at 76% of target on company metrics (Adjusted EBITDA, Free Cash Flow, and transformational projects), indicating below-target but positive performance alignment; Adient also deployed nearly $275 million to repurchase 9.4 million shares in FY2024, signaling capital return discipline . Adient’s policies reinforce alignment via 3x-salary stock ownership guidelines for executive officers and prohibitions on hedging and pledging of company stock .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Adient | EVP, Chief Legal & HR Officer, and Corporate Secretary | 2021–present | Oversees legal, human capital, and corporate governance as corporate secretary |
| Adient | SVP, General Counsel & Secretary | 2020–2021 | Led global legal function; elevated to combined Legal/HR leadership thereafter |
| Adient | VP & GC, Labor & Employment, Litigation & Compliance (other legal roles) | 2016–2020 | Built internal employment, litigation, and compliance capabilities post-spin |
| Johnson Controls, Inc. | Attorney (increasing responsibility) | 2011–2016 | Supported legal matters in legacy seating business pre-Adient separation |
| Whyte Hirschboeck Dudek S.C. | Attorney | 2000–2011 | Private practice—foundation in labor/employment and litigation |
Fixed Compensation
- FY2024 base salary: $619,112 (0% YoY increase) .
- FY2024 target bonus: 75% of base salary ($464,334 target); actual AIP payout: $352,894 .
- FY2024 “All other compensation”: $79,555 (primarily employer retirement contributions) .
Multi-year summary compensation (amounts in USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $464,885 | $614,604 | $619,112 |
| Stock Awards (RSUs/PSUs grant-date fair value) | $1,653,616 | $1,711,096 | $1,667,224 |
| Non-Equity Incentive Plan Compensation (AIP) | $527,897 | $580,766 | $352,894 |
| All Other Compensation | $52,580 | $18,870 | $79,555 |
| Total | $2,698,979 | $2,925,336 | $2,718,785 |
Performance Compensation
Annual Incentive Plan (AIP) — FY2024 structure and results:
| Metric | Weight | Threshold | Target | Maximum | Actual | Weighted Payout % |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 40% | $835 | $985 | $1,235 | $864 | 25% |
| Free Cash Flow ($M) | 40% | $200 | $300 | $550 | $262 | 31% |
| Corporate Transformational Projects | 20% | Ach/Not | Ach/Not | Ach/Not | Achieved | 20% |
| Total Payout | — | — | — | — | — | 76% |
- Heather’s FY2024 AIP target 75% of salary ($464,334) and actual payout $352,894 (reflecting the 76% corporate result and individual factors per plan) .
Long-Term Incentive (LTI) — FY2024 grants and design:
| Element | Grant Detail | Tiltmann Target/Grant | Notes |
|---|---|---|---|
| PSUs (performance share units) | FY2024 LTI target approved Nov 2023 | 29,241 PSUs; $960,000 target value | Earned based on FY2024–FY2026 performance; potential 0–200% payout |
| RSUs (restricted stock units) | FY2024 LTI target approved Nov 2023 | 19,494 RSUs; $640,000 value | Time-based vesting per award agreement; see vesting schedule |
| AIP target range (for reference) | FY2024 plan | Threshold $46,433; Target $464,334; Max $835,801 | Actual $352,894 (see above) |
PSU performance frameworks referenced:
- FY2022 PSU cycle (performance period FY2022–FY2024): metrics included Return on Sales, Cumulative Free Cash Flow, and relative TSR vs custom peer group (with negative absolute TSR capping maximum at 100%) .
- FY2024 PSU peer group included 12 companies in auto/auto-parts (e.g., Aptiv, Autoliv, BorgWarner, Lear, Goodyear, Forvia, Toyota Boshoku, etc.) .
Vesting activity and schedule (retention/supply overhang):
- Shares vested in FY2024: 22,090 shares; value realized $597,477 .
- Upcoming RSU vesting dates and amounts for Heather:
- 6,433 (vested Nov 16, 2024); 5,225 (vested Nov 17, 2024); 4,302 (vested Nov 18, 2024)
- 6,433 (Nov 16, 2025); 5,383 (Nov 17, 2025); 6,628 (Nov 16, 2026)
Equity Ownership & Alignment
- Beneficial ownership (record date FY2024): 42,627 ordinary shares; 53,267 share units (unvested RSUs not counted as outstanding) .
- Unvested awards at FY2024 year-end (valued at $22.57 per share):
- RSUs unvested: 34,404; market value $776,498
- PSUs unearned/unvested: 41,116; market/payout value $927,988 (performance-contingent)
- Stock awards vested in FY2024: 22,090 shares; value realized $597,477 .
- Ownership guidelines: Executive officers must hold ≥3x base salary (CEO 6x), 5-year grow-in; PSUs excluded from calculation; company states all executive officers either comply or are within the allowed accumulation period .
- Hedging/pledging: Insider Trading Policy prohibits hedging, short selling, and pledging of Adient securities for all employees and directors (including NEOs) .
Ownership snapshot:
| Item | Value |
|---|---|
| Ordinary shares beneficially owned | 42,627 |
| Share units (unvested RSUs) | 53,267 |
| Unvested RSUs (# / $) | 34,404 / $776,498 |
| Unearned PSUs (# / $) | 41,116 / $927,988 |
| FY2024 shares vested (# / $) | 22,090 / $597,477 |
| Ownership guideline | 3x base salary (non-CEO execs) |
| Hedging/pledging policy | Prohibited (all employees/directors) |
Employment Terms
Key Executive Severance and Change-of-Control (CoC) agreements (U.S.-based NEOs):
- CoC termination (within 2 years, double-trigger: termination without cause or resignation for good reason): 3x base salary and average bonus; full current-year bonus based on actual performance; 36 months’ worth of benefits contributions; equity vests pro rata (subject to performance) with plan providing double-trigger vesting when awards are assumed; no excise tax gross-up; restrictive covenants include non-compete and non-solicit for 12–18 months .
- Non-CoC involuntary termination: 1.5x base salary; pro rata current-year bonus based on actual performance; 18 months’ benefits contributions; pro rata equity vesting subject to performance .
Heather Tiltmann — illustrative potential payments (as of Sep 30, 2024; valued at $22.57/share):
| Scenario | Cash Severance | Benefits Continuation | Equity Acceleration |
|---|---|---|---|
| Change-in-Control Termination | $3,318,894 | $189,386 | $316,273 |
| Involuntary (Non-CoC) | $928,668 | $94,693 | $316,273 |
| Death/Disability | — | — | $776,498 |
Other policies and arrangements:
- Clawback/recoupment: Committee amended and restated Executive Incentive Compensation Recoupment Policy in FY2024 to include discretionary recoupment triggers for certain misconduct .
- Non-qualified deferred compensation (FY2024): executive contributions $48,993; registrant contributions $52,179; aggregate earnings $49,194; aggregate balance $287,480 .
Compensation Peer Group (for PSU performance assessment)
FY2024 LTI PSU custom peer group (12 companies; Visteon as alternate if fundamental change): Adient plc; American Axle & Manufacturing; Aptiv; Autoliv; BorgWarner; Dana; Forvia (Faurecia); Goodyear Tire & Rubber; HUAYU; Lear; LCI Industries; Toyota Boshoku .
Investment Implications
- Pay-for-performance: FY2024 AIP paid 76% of target on EBITDA/FCF/projects metrics, indicating below-target corporate result; Heather’s cash bonus was $352,894 versus a $464,334 target, consistent with payout math . This suggests restrained cash incentives in a softer operating backdrop.
- Retention vs. selling pressure: Significant unvested equity (34,404 RSUs; 41,116 PSUs) and scheduled RSU vesting in Nov 2025 and Nov 2026 create retention anchors; FY2024 vesting realized $597,477, highlighting recurring liquidity windows that can introduce periodic insider selling pressure around vest dates (subject to trading windows and plans) .
- Alignment and risk controls: 3x salary ownership guideline, and prohibitions on hedging/pledging reduce misalignment and downside-protection behaviors; no excise tax gross-ups and double-trigger CoC treatment are shareholder-friendly features; restrictive covenants (12–18 months) support post-termination protection .
- Change-in-control economics: CoC cash multiple (3x salary+avg bonus) plus equity treatment yields meaningful protection ($3.3m cash estimate as of FY2024) that may support continuity through strategic events without overly punitive shareholder optics given absence of gross-ups and double-trigger equity .
- Company execution context: Despite headwinds, management emphasized focus on commercial margin, operational efficiency, and SG&A discipline; Adient repurchased nearly $275m of stock (9.4m shares) in FY2024, potentially enhancing PSU/RSU value capture and signaling confidence .