Jerome Dorlack
AdientAbout Jerome Dorlack
Jerome J. Dorlack, 44, is President & CEO of Adient since January 1, 2024 and has served on the Board since 2024; prior roles include EVP & CFO (2022–2023), EVP Americas (2019–2022), and VP & Chief Purchasing Officer (2018–2019), with earlier leadership posts at Aptiv/Delphi and ZF Friedrichshafen across procurement, powertrain and EDS businesses . Adient reports a pay mix with 92% of CEO compensation “at risk” in FY2024, aligning incentives to performance . Pay-versus-performance disclosures show FY2024 Adjusted EBITDA of $880 million and Net Income of $18 million, and the value of an initial $100 investment (proxy for TSR) at $223 versus peer group $108, reflecting multi-year volatility and relative underperformance versus peers . The Board maintains an independent Chair (roles separated), executive sessions of independent directors, and fully independent key committees, mitigating dual-role governance risks from Dorlack’s CEO/director status .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Adient | President & CEO | 2024–present | Strategic leadership; board director since 2024 . |
| Adient | EVP & CFO | 2022–2023 | Led finance during transition; set comp targets when promoted to CEO . |
| Adient | EVP, Americas | 2019–2022 | Operating leadership; performance efficiency focus . |
| Adient | VP & Chief Purchasing Officer | 2018–2019 | Global procurement leadership . |
| Aptiv plc | SVP & President, Electrical Distribution System; President, South America | 2017–2018 | EDS business and regional leadership . |
| Delphi Automotive plc | VP, Powertrain Systems; GM, Global Powertrain Products | 2016–2017 | Product/business leadership in powertrain . |
| ZF Friedrichshafen | EVP – Global Procurement | 2015–2016 | Global sourcing transformation . |
| ZF Friedrichshafen | VP, Global Purchasing, Supplier Development & Logistics | 2013–2015 | Supply chain optimization . |
External Roles
No current external public-company directorships disclosed for Dorlack; he serves as an employee director of Adient’s Board .
Fixed Compensation
| Element | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary (USD) | $476,250 | $627,500 | $662,083 cash received; CEO base set to $950,000 effective 1/1/2024; $225,417 of salary delivered as RSUs under Salary Reduction/RSU Replacement program . |
| Perquisites | — | — | Executive physical only; no aircraft, security, club dues . |
| All Other Compensation | $70,680 | $19,238 | $99,427 (primarily employer retirement contributions) . |
Notes:
- Salary Reduction/RSU Replacement: 10% reduction for 12 months ending Nov 30, 2023 and 30% for 12 months ending Dec 31, 2024; replaces cash with equivalent RSUs (one-year vest). Program continues at 30% through 2025 with one-year vest .
- No stock options granted to NEOs in FY2024 .
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Incentive Plan (AIP) – CEO | Adjusted EBITDA 40%; Free Cash Flow 40%; Corporate Transformational Projects 20% | Target bonus 155% of base salary (set upon CEO promotion) | FY2024 payout factor 76%; SCT shows $971,523 paid; annualized calc $950,000 × 155% × 76% = $1,119,100 | Cash paid Q1 following fiscal year . |
| Long-Term Incentives (RSUs) | 50% of LTI mix (by value) | FY2024 grants: 24,367 RSUs (11/16/23), 7,838 RSUs (1/1/24), 62,462 RSUs (2/8/24) | Time-vest RSUs ratably over 3 years; replacement RSUs vest at 1 year | FY2024 RSUs vest on schedules detailed below . |
| Long-Term Incentives (PSUs) | 50% of LTI mix (by value) | FY2024 grants: 4,569 PSUs (11/16/23) and 11,712 PSUs (2/8/24) at target; PSUs earn 0–200% | PSU metrics: Return on Sales 25%, Cumulative Free Cash Flow 25%, Relative TSR 50% (TSR capped at 100% if 3-yr TSR negative); FY2022 PSU cycle results: ROS payout 0%, Cumulative FCF 29%, TSR 25% | Cliff vest after 3 fiscal years (FY2024–FY2026 for FY2024 grants) . |
FY2024 LTI target values approved (Nov 2023): PSUs $4,350,000 (130,245 shares at target), RSUs $2,900,000 (86,829 shares); total LTI target $7,250,000, increased and prorated for role change .
Shares vested and realized value in FY2024: 33,141 shares; $939,374 value realized on vesting (RSUs/PSUs) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Record Date) | 160,816 ordinary shares; 298,471 share units (unvested RSUs/settled in shares upon vest) . |
| Ownership % of Outstanding | <1.0% . |
| Outstanding Unvested Equity (9/30/24) | RSUs: 113,617 (MV $2,564,336 at $22.57); PSUs: 145,829 (MV $3,291,361 at $22.57) . |
| Vesting Schedule (key RSU dates/shares) | 11/16/2024: 8,041 (vested); 11/17/2024: 6,857 (vested); 11/18/2024: 5,028 (vested); 1/1/2025: 7,838 (vested); 2/8/2025: 20,612; 11/16/2025: 8,041; 11/17/2025: 7,065; 2/8/2026: 20,613; 11/16/2026: 8,285; 2/8/2027: 21,237 . |
| Ownership Guidelines | CEO required minimum: 6x base salary; all covered executives either comply or within the five-year “grow-in” period . |
| Hedging/Pledging | Prohibited for employees and directors (no hedging, short-selling, or pledging of Adient securities) . |
Trading dynamics: multiple scheduled RSU vesting dates through 2027 could create predictable supply events; insider trading policy governs timing and prohibits hedging/pledging, reducing alignment risks .
Employment Terms
| Provision | Non-Change-of-Control Termination | Change-of-Control (Double Trigger) |
|---|---|---|
| Cash Severance | 1.5x base salary | 3x base salary and average bonus . |
| Bonus | Pro rata current-year bonus based on actual performance | Full current-year bonus based on actual performance . |
| Benefits Replacement | 18× monthly employer contributions (cash) | 36× monthly employer contributions (cash) . |
| Equity Acceleration | Pro rata vesting (subject to performance/accrual) | Pro rata vesting; awards assumed/replaced in CoC have double-trigger acceleration if terminated within 24 months . |
| Excise Tax Gross-up | None . | None . |
| Restrictive Covenants | Confidentiality (perpetual), non-disparagement, non-compete, non-solicit 12–18 months . | Same . |
Illustrative potential payments (assuming event at 9/30/24):
- Change in control with qualified termination: Cash $5,340,240; Benefits $164,946; Equity acceleration $697,278.
- Involuntary termination without cause (non-CoC): Cash $1,425,000; Benefits $82,473; Equity acceleration $697,278.
- Death/Disability: Equity acceleration $2,387,432 .
Clawback: Updated 2024 policy compliant with SEC/NYSE; recoupment for accounting restatements and discretionary misconduct trigger covering equity and cash incentives post-update .
Deferred compensation: Executive contributions $68,571; registrant contributions $72,052; aggregate earnings $174,909; aggregate balance $823,524 (FY2024) .
Board Governance
- Board leadership: independent Chair; Chair and CEO roles separated; executive sessions of independent directors held regularly (at least twice annually) .
- Committees: audit, compensation, and governance committees fully independent; Dorlack serves on the Executive Committee; Board and committee meetings attendance ≥75% for all directors in FY2024 .
- Director compensation: non-employee directors receive $290,000 retainer split cash/stock, plus chair fees; employee directors (including CEO) receive no additional remuneration for board service .
- Director ownership guidelines: 5× annual cash retainer within five years for non-employee directors .
Compensation Structure Analysis
- FY2024 pay mix: CEO 92% variable/at-risk (AIP + PSUs + RSUs) vs fixed salary, aligned with peer practices and shareholder value focus .
- Shift to RSUs: salary reduction replaced with RSUs (one-year vest) for FY2024 and again in FY2025, increasing equity exposure and potential vest-driven liquidity needs while signaling alignment .
- LTI design: three-year PSU metrics—Return on Sales, Cumulative Free Cash Flow, and relative TSR (50% weight), TSR capped at 100% if absolute TSR negative; PSU earning range 0–200% .
- Peer groups: compensation benchmarking peer group includes Lear, BorgWarner, Dana, PACCAR, Parker-Hannifin, Eaton, etc.; LTI PSU custom peer group includes Aptiv, Autoliv, Lear, Goodyear, Forvia, etc. .
- Say-on-pay: 95% approval in 2024 indicating strong shareholder support for compensation structure .
Director Compensation (for Dorlack’s dual role context)
| Component | FY2024 Policy |
|---|---|
| Non-employee director retainer | $290,000 ($145,000 cash; $145,000 stock) . |
| Chair fees | Board Chair $170,000 (split cash/stock); committee chair fees $20,000 (Audit/Human Capital), $15,000 (Corporate Governance) . |
| Employee directors | No additional pay for board service . |
| Ownership guideline | 5× annual cash retainer within five years . |
Say-on-Pay & Shareholder Feedback
- Advisory vote on FY2023 NEO pay received 95% support in March 2024; committee engages Willis Towers Watson as independent consultant and annually reviews pay-for-performance alignment .
Risk Indicators & Red Flags
- CEO Pay Ratio: 485:1 (FY2024), reflecting global manufacturing footprint and wage mix; could attract governance scrutiny despite strong say-on-pay support .
- No excise tax gross-ups; no option repricing; firm prohibitions on hedging/pledging mitigate alignment risks .
- Related-party transactions: none considered by Audit Committee in FY2024; Section 16 compliance affirmed .
Expertise & Qualifications
- Deep automotive operations, procurement, and customer relationship experience across Adient, Aptiv/Delphi and ZF; Board skills matrix identifies senior executive leadership, automotive manufacturing, global, strategic planning, and financial literacy .
Equity Vesting Calendar (selected upcoming)
| Date | Shares (RSUs) |
|---|---|
| Feb 8, 2025 | 20,612 |
| Nov 16, 2025 | 8,041 |
| Nov 17, 2025 | 7,065 |
| Feb 8, 2026 | 20,613 |
| Nov 16, 2026 | 8,285 |
| Feb 8, 2027 | 21,237 |
Summary Compensation (SCT totals)
| Year | Salary (USD) | Stock Awards (USD) | Non-Equity Incentive (USD) | All Other (USD) | Total (USD) |
|---|---|---|---|---|---|
| 2022 | $476,250 | $2,209,310 | $654,615 | $70,680 | $3,410,855 |
| 2023 | $627,500 | $2,315,532 | $864,101 | $19,238 | $3,826,370 |
| 2024 | $662,083 | $7,760,438 | $971,523 | $99,427 | $9,493,471 |
Pay Versus Performance (company-level)
| Year | CEO SCT Total (USD) | Compensation Actually Paid to CEO (USD) | Value of $100 Investment (Company TSR) | Value of $100 Investment (Peer Group TSR) | Net Income (USD mm) | Adjusted EBITDA (USD mm) |
|---|---|---|---|---|---|---|
| 2024 | $9,493,471 (Dorlack) | $2,985,544 (Dorlack) | $223 | $108 | $18 | $880 |
| 2023 | $14,678,639 (Del Grosso) | $27,706,948 (Del Grosso) | $214 | $118 | $205 | $938 |
| 2022 | $15,355,201 (Del Grosso) | $4,644,914 (Del Grosso) | $161 | $98 | -$120 | $675 |
Compensation Peer Group (FY2024)
American Axle & Manufacturing; Aptiv; BorgWarner; Cummins; Dana; Eaton; Emerson; Howmet Aerospace; L3Harris; Lear; PACCAR; Parker-Hannifin; Stanley Black & Decker; Textron; Goodyear; Trane Technologies; Visteon .
LTI PSU Custom Peer Group (FY2024)
Adient plc; American Axle; Aptiv; Autoliv; BorgWarner; Dana; Forvia; Goodyear; HUAYU; Lear; LCI Industries; Toyota Boshoku; alternate: Visteon .
Investment Implications
- Strong alignment: High at-risk pay (92%), double-trigger CoC equity vesting, no gross-ups, and anti-hedging/pledging support shareholder alignment; say-on-pay support (95%) indicates investor acceptance .
- Execution/retention: Large multi-year LTI grants and structured severance (3x salary+bonus in CoC) incentivize tenure and value creation but increase dilution and retention costs; Board proposes increasing 2021 Plan share reserve (+3,331,000 shares; potential max dilution ~8.1%) .
- Trading signals: Regular RSU vesting through 2027 creates predictable supply; FY2024 vesting realizations ($939k) show monetization cadence typical for executives, though insider policy constrains timing .
- Performance risk: PSU metrics include ROS/FCF/relative TSR; prior PSU cycle paid modestly (ROS 0%, FCF 29%, TSR 25%), underscoring sensitivity to operational efficiency and capital discipline; FY2024 EBITDA of $880m vs low net income suggests margin/earnings recovery still in progress .
- Governance: Independent Chair and fully independent committees mitigate CEO/director dual-role concerns; employee directors receive no board pay .