James Huang
AdientAbout James Huang
Jian “James” Huang is Executive Vice President, APAC at Adient and a named executive officer at least since fiscal 2021, responsible for leading the company’s Asia-Pacific operations . He is non-U.S.-based (China-located for policy purposes) and receives cash‑settled awards in China, which also exempts him from Adient’s share ownership guidelines . His compensation is closely tied to company performance: FY2024 annual incentive payout was 76% based on Adjusted EBITDA, Free Cash Flow, and transformational project achievements, and his FY2024 long‑term incentives are 60% PSUs with metrics in Return on Sales, cumulative Free Cash Flow, and relative TSR, aligning pay with operational and shareholder value drivers . Adient executed ~$275 million of share repurchases (9.4 million shares, ~10% of shares) in FY2024, reflecting capital return during his tenure as an NEO .
Fixed Compensation
Summary Compensation (Reported)
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $503,922 | $609,783 | $596,632 |
| Stock Awards (RSUs/PSUs grant-date fair value) | $1,218,938 | $1,165,427 | $1,667,224 |
| Non‑Equity Incentive Plan Compensation (Annual Cash Incentive) | $660,169 | $768,326 | $453,440 |
| All Other Compensation | $81,686 | $80,972 | $80,113 |
| Total | $2,464,716 | $2,624,508 | $2,797,409 |
| Notes | Cash comp converted from RMB; see FX disclosure | Cash comp converted from RMB; leased car and tax support in “All Other” | Cash comp converted from RMB at 7.22; leased car and tax support in “All Other” |
FY2024 Annual Incentive Plan (AIP) Target
- Target bonus opportunity: 100% of base salary ($596,632) for FY2024; actual paid $453,440 .
Performance Compensation
FY2024 Annual Incentive Plan (Company-Level Metrics and Outcomes)
| Metric | Weight | Threshold | Target | Maximum | Actual Achievement | Weighted Payout % |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 40% | $835 | $985 | $1,235 | $864 | 25% |
| Free Cash Flow ($M) | 40% | $200 | $300 | $550 | $262 | 31% |
| Corporate Transformational Projects | 20% | Achieved/Not Achieved | Achieved/Not Achieved | Achieved/Not Achieved | Achieved | 20% |
| Total Payout | — | — | — | — | — | 76% |
Notes:
- AIP definitions exclude FX translation impact (−$15M) for EBITDA/FCF; transformational projects assessed by Compensation Committee .
Long‑Term Incentive (LTI) Design (FY2024 grants)
| Component | Weight | Performance Period | Metrics / Features |
|---|---|---|---|
| PSUs | 60% | FY2024–FY2026 | Relative TSR (50%) vs custom peer group; Return on Sales (25%) measured as FY2026 EBITDA/FY2026 Sales; Cumulative Free Cash Flow (25%) (FY2024–FY2026); if absolute TSR is negative, payouts capped at 100% |
| RSUs | 40% | Time vesting | Ratable vesting one‑third per year over three years |
FY2024 Equity Grants to James Huang
| Grant Type | Grant Date | Number/Value | Vesting | Source |
|---|---|---|---|---|
| PSUs (Target) | 11/16/2023 | 29,241 units; $960,000 target value | Cliff vest after FY2024–FY2026 based on metrics | |
| RSUs | 11/16/2023 | 19,494 units; $640,000 value | 1/3 each year over 3 years | |
| One‑time Retention RSU (cash‑settled in China) | 11/14/2024 | $2,000,000 grant‑date fair value | Vesting over two years |
Vesting schedule detail (from Outstanding Equity Awards at FY2024 year‑end):
- RSU vesting dates (future): 6,433 on Nov 16, 2025; 3,667 on Nov 17, 2025; 6,628 on Nov 16, 2026 .
- RSU vesting (recent): 6,433 on Nov 16, 2024; 3,558 on Nov 17, 2024; 3,017 on Nov 18, 2024 .
Options
- No option awards reported for FY2022–FY2024 for Huang (Option Awards column not used) .
Equity Ownership & Alignment
Beneficial Ownership (Record Date as of 2025 Proxy)
| Holder | Ordinary Shares Beneficially Owned | % Outstanding | Share Units (unvested) |
|---|---|---|---|
| Jian James Huang | — | <1% | 149,590 (cash‑settled in China) |
Notes:
- Mr. Huang’s RSUs in China are cash‑settled; unvested RSUs count as “Share Units” but are not included in “beneficially owned” shares and do not confer voting rights .
Outstanding Equity Awards (as of Sep 30, 2024; priced at $22.57)
| Category | Shares/Units | Market/Payout Value |
|---|---|---|
| RSUs not vested | 29,736 | $671,142 |
| PSUs unearned (at threshold/target per SEC convention) | 37,329 | $842,516 |
Ownership policy and restrictions:
- Share ownership guidelines: Other executive officers must hold 3x salary, but Mr. Huang (China) is not subject to this due to cash‑settled awards .
- Anti‑hedging and anti‑pledging: Hedging, short‑selling, and pledging of Adient securities are prohibited for all employees and directors .
Employment Terms
- Employment agreement: Company states it does not maintain employment agreements with NEOs other than Mr. Huang, who has an agreement to satisfy local law .
- Severance and change‑in‑control (CIC):
- Non‑CIC involuntary termination: Mr. Huang entitled to one month of base salary .
- CIC with qualifying termination (double trigger): One month of base salary and accelerated vesting of outstanding equity awards, subject to plan terms; potential 280G “cutback” to avoid excise tax; no excise tax gross‑ups .
- Retirement eligibility: As of Sep 30, 2024, only Mr. Huang among NEOs was retirement‑eligible; PSUs vest pro rata upon retirement based on actual performance; unvested RSUs vesting depends on grant age and plan terms .
- Clawback: Executive Incentive Compensation Recoupment Policy amended with discretionary recoupment triggers for certain misconduct .
- Deferred compensation: Mr. Huang is not eligible for Adient’s U.S. Executive Deferred Compensation Plan or Retirement Restoration Plan .
Compensation Structure Analysis
- Shift/increase in LTI target: FY2024 LTI target for Huang increased vs FY2023 to better align with market median for role; PSU/RSU mix remains 60%/40% with performance‑based PSUs emphasizing relative TSR and cash generation .
- One‑time retention award: $2.0M RSU (cash‑settled) effective Nov 14, 2024, two‑year vesting, signaling retention focus given role centrality and contributions in FY2024 .
- AIP alignment: FY2024 payout at 76% reflects below‑target EBITDA and FCF outcomes but achievement on transformational projects, showing formulaic adherence and no discretionary upward adjustment .
- Governance protections: Double‑trigger CIC vesting, prohibition on hedging/pledging, and clawback enhancements reduce governance risk and align with shareholder interests .
Vesting Schedules and Potential Selling Pressure
| RSU Vesting Date | Shares | Note |
|---|---|---|
| Nov 16, 2025 | 6,433 | Time‑based |
| Nov 17, 2025 | 3,667 | Time‑based |
| Nov 16, 2026 | 6,628 | Time‑based |
- Additional PSU vesting is contingent at FY2026 performance end; PSUs could vest at 0–200% of target, subject to negative TSR cap at 100% .
- Adient’s insider trading policy restricts trading windows and prohibits hedging/pledging, which mitigates forced‑sale risk; Mr. Huang’s cash‑settled awards further reduce direct share‑sale pressure compared to equity‑settled awards .
Compensation Peer Group (for PSU relative TSR)
- Peer set for FY2024 PSUs includes: American Axle & Manufacturing, Aptiv, Autoliv, BorgWarner, Dana, Forvia (Faurecia), Goodyear, HUAYU, Lear, LCI Industries, Toyota Boshoku; Visteon as alternate; includes Adient for rank context .
Equity Ownership Guidelines and Compliance
- Guideline: 3x salary for executive officers; not applicable to Mr. Huang due to cash‑settled awards in China .
- Anti‑hedging/anti‑pledging: Company‑wide prohibition applies to Mr. Huang .
Performance & Track Record Highlights
- FY2024 context: Company emphasized commercial margin, operational efficiency, and SG&A reduction amid lower‑than‑expected customer volumes; executed ~$275M share repurchases (~10% of shares), underscoring capital allocation discipline .
- Pay‑versus‑performance linkages prioritize Adjusted EBITDA, ROS, FCF, and relative TSR in incentive design .
Employment Terms (Severance/CIC Economics) – Summary Table
| Scenario | Cash Severance | Equity Treatment | Notes |
|---|---|---|---|
| Non‑CIC involuntary termination (without cause/for good reason) | One month base salary | N/A per plan; retirement provisions may apply if eligible | Local law agreement applies |
| CIC + qualifying termination (double trigger) | One month base salary | Accelerated vesting of outstanding equity awards per plan; 280G cutback; no tax gross‑up | Double‑trigger standard |
| Retirement (as of 9/30/2024 eligible) | — | Pro rata PSU vesting based on actual performance; RSU treatment per grant age/terms | Retirement‑based treatment |
Say‑on‑Pay & Shareholder Feedback
- FY2024 outreach indicated positive feedback on executive compensation metrics and structure; Committee strengthened recoupment policy with discretionary triggers for certain misconduct .
Investment Implications
- Retention risk appears moderated near term by a two‑year, $2.0M retention RSU award effective Nov 14, 2024, plus scheduled RSU vesting through 2026; however, Mr. Huang’s retirement eligibility introduces medium‑term succession/continuity risk if not otherwise retained .
- Pay‑for‑performance alignment is robust: 60% PSU weighting tied to relative TSR and cash metrics, 40% RSUs, and a formulaic AIP with EBITDA/FCF drivers; negative‑TSR cap on PSU payouts and clawback enhance downside governance protection .
- Ownership alignment is structurally lower than U.S. peers because Huang’s awards are cash‑settled and he is exempt from ownership guidelines; anti‑hedging/anti‑pledging and lack of option overhang offset some alignment concerns .
- Upcoming RSU vesting dates (Nov 2025/Nov 2026) and PSU cliff vest in FY2026 are potential liquidity events; insider policy constraints and cash‑settled nature in China mitigate classic selling pressure signals .