James Conklin

About James Conklin

James D. Conklin is Executive Vice President, Americas at Adient, appointed effective December 1, 2022; he has been with Adient in roles of increasing responsibility since October 2000 and was age 50 at the time of his appointment disclosure . In FY2024 he was a named executive officer (NEO) with compensation tied to company performance via an annual incentive plan weighted to Adjusted EBITDA and Free Cash Flow, and long-term PSUs linked to Return on Sales, cumulative Free Cash Flow, and relative TSR (with a negative TSR cap), reflecting pay-for-performance alignment . FY2024 AIP outcomes were driven by Adjusted EBITDA of $864M versus a $985M target and Free Cash Flow of $262M versus a $300M target, resulting in a total AIP payout factor of 76% . As of the record date, he beneficially owned 382 ordinary shares and held 51,770 share units (unvested RSUs), representing less than 1% of shares outstanding .

Past Roles

External Roles

• Not disclosed in the company’s proxy/8‑K sources reviewed.

Fixed Compensation

Performance Compensation

Annual Incentive Plan (AIP) – FY2024

Definitions: Adjusted EBITDA excludes financing charges, restructuring/impairment, purchase accounting amortization, transaction gains/losses, significant non‑recurring items, pension MTM and excludes depreciation and stock‑based comp; AIP metrics exclude FX translation impacts .

Long‑Term Incentive (LTI) Structure and FY2024 Grants

• Mix: 60% PSUs (3‑year cliff vest) and 40% RSUs (ratable over 3 years) .
• PSU performance metrics and weights: Return on Sales (25%), Cumulative Free Cash Flow (25%), Relative TSR vs custom peer group (50%); if absolute TSR is negative, payout capped at 100% .
• FY2024 target grant sizing (approved Nov 2023) for Conklin: 29,241 PSUs ($960,000 target value) and 19,494 RSUs ($640,000 target value); total $1,600,000 .
• Maximum PSU value at grant assuming max performance: $1,919,964 for Conklin .

Summary Compensation Table, FY2024 stock awards (grant-date fair value): $1,667,224 for Conklin .

Stock Vested in FY2024

Equity Ownership & Alignment

Employment Terms

Additional terms and policies:

• Equity under change of control is subject to double‑trigger vesting (no single‑trigger windfalls) .
• Clawback/recoupment: The Committee amended and restated the Executive Incentive Compensation Recoupment Policy to add discretionary recoupment triggers for certain misconduct in FY2024 .
• No excise tax gross‑ups under severance/CIC agreements .
• Non‑qualified deferred compensation participation (FY2024): Registrant contributions $10,862; aggregate earnings $10,504; aggregate balance $60,317 .

Compensation Structure Analysis

• Pay mix and at‑risk pay: Adient emphasizes variable/at‑risk compensation (78% average for non‑CEO NEOs) to align with shareholder outcomes via AIP and LTI metrics (Adjusted EBITDA, Free Cash Flow, Return on Sales, relative TSR) .
• FY2024 AIP payout below target (76%) reflects missed targets on Adjusted EBITDA ($864M vs $985M) and FCF ($262M vs $300M), with strategic projects achieved—indicating discipline in payout determination .
• LTI design shifts risk to multi‑year performance with relative TSR and financial metrics; FY2024 LTI target for Conklin increased vs FY2023 to align with market median for role seniority .
• Equity instruments: Use of RSUs and PSUs (no options granted) reduces incentives for risk‑taking versus high‑beta option structures .

Performance & Track Record (context)

• Company performance context for incentive outcomes: FY2024 AIP metrics and resulting 76% payout factor as detailed above .
• Pay‑versus‑performance framework: Adient highlights relationships between Compensation Actually Paid, TSR, Net Income, and Adjusted EBITDA in its Item 402(v) disclosures, with key measures including Return on Sales, Cumulative Free Cash Flow, relative TSR, and Adjusted EBITDA .

Compensation Peer Group (for PSU relative TSR)

• FY2024 LTI PSU Custom Peer Group unchanged; includes automotive suppliers such as Aptiv, Autoliv, BorgWarner, Lear, Forvia (Faurecia), etc.; Visteon listed as alternate .

Investment Implications

• Alignment and retention: Significant unvested equity (28,851 RSUs and 37,812 target PSUs as of 9/30/2024) plus scheduled RSU vesting through 2026 create meaningful retention hooks and potential calendar‑driven liquidity windows; monitor vesting dates in November 2025 and November 2026 for possible insider selling pressure around tax‑withholding or diversification events .
• Pay‑for‑performance: AIP paid below target amid EBITDA/FCF under‑delivery versus goals; LTI metrics (ROS/FCF/relative TSR with negative TSR cap) reinforce multi‑year value creation and downside protection for shareholders, supportive of compensation governance quality .
• Governance risk controls: Double‑trigger CIC vesting, no excise tax gross‑ups, anti‑hedging/anti‑pledging, and enhanced clawback policy reduce misalignment and headline risk versus weaker market practices .
• Ownership skin‑in‑the‑game: While beneficially owned share count is modest (382 shares), Conklin’s sizable outstanding RSUs/PSUs and 3x‑salary ownership guideline (with 5‑year grow‑in) align incentives to share price over time; monitor guideline attainment progress in future proxies .

Sources: 2025 DEF 14A (filed Jan 22, 2025) ; 8‑K (Oct 31, 2022) executive appointment disclosure .