José Gutiérrez
AdientAbout José M. Gutiérrez
Independent director of Adient plc since 2019; age 63. Former AT&T senior executive with extensive operational and financial oversight experience; designated an SEC “audit committee financial expert.” Serves on Adient’s Audit Committee (member), Corporate Governance Committee (Chair), and Executive Committee; independence affirmed under NYSE standards. Governance profile emphasizes risk oversight, board composition, and ethics/compliance leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Services, Inc. | Senior Executive Vice President, Executive Operations | 2014–2016 | Led significant transformations and executive operations oversight |
| AT&T, Inc. | President, AT&T Wholesale Solutions | 2012–2014 | Ran wholesale unit; commercial/financial leadership |
| AT&T Advertising Solutions | President & CEO | 2010–2012 | P&L leadership; large-business unit execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denny’s Corporation | Director; Chair of Audit & Finance; Member, Compensation & Incentives | Current (dates not disclosed) | Audit leadership; compensation oversight |
| Gartner, Inc. | Director | Current (dates not disclosed) | Not disclosed in proxy |
| Dr Pepper Snapple Group, Inc. | Director (prior) | Until 2018 | Not disclosed in proxy |
Board Governance
- Committee assignments: Audit (member), Corporate Governance (Chair), Executive (member). Chair roles signal direct responsibility for director independence, conflicts, governance policies, sustainability oversight, and board succession.
- Independence status: Board affirmatively determined José M. Gutiérrez is independent under NYSE standards and company guidelines.
- Attendance and engagement: Board held 8 meetings in FY2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 AGM.
- Committee activity cadence (FY2024): Audit (9 meetings), Human Capital & Compensation (6), Corporate Governance (3), Executive Committee (did not meet). As CGC Chair, Gutiérrez oversaw 3 CGC sessions.
- Executive sessions: Independent directors held regular executive sessions chaired by the independent Board Chair.
- Risk oversight: Audit Committee oversees financial reporting, internal controls, cybersecurity/privacy, legal/regulatory risks; CGC oversees director independence, conflicts, ethics, director compensation program, sustainability disclosures.
- Related party transactions: Audit Committee did not consider any related person transactions in FY2024.
Fixed Compensation (Non‑Employee Director – FY2024)
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $145,000 | Standard director cash retainer |
| Annual retainer (stock) | $145,000 | Ordinary shares granted; grant date March 12, 2024 at $34.46 closing price |
| Committee chair fee | $15,000 | Corporate Governance Committee Chair (CGC chairs paid $15,000) |
| Board Chair fee | $0 | Not applicable (he is not Board Chair) |
| Total FY2024 director compensation | $305,000 | Cash $160,000; Stock awards $145,000 |
Additional program features:
- No meeting fees; retainers/fees paid in advance at/after AGM.
- Director share ownership guideline: 5× annual cash retainer (within 5 years); all directors either comply or have time to comply.
- Annual non‑employee director award cap: $900,000 (cash fees plus grant‑date fair value of equity).
Performance Compensation (Directors)
Adient does not use performance‑based metrics for non‑employee director compensation; pay is structured as fixed cash retainer, equity retainer, and modest committee chair/Board Chair fees (no meeting fees).
Other Directorships & Interlocks
| Company | Shared directorships with Adient directors | Customer/supplier interlocks | Notes |
|---|---|---|---|
| Denny’s Corporation | None disclosed | None disclosed | Governance/comp committees service; no related‑party transactions reported at Adient in FY2024 |
| Gartner, Inc. | None disclosed | None disclosed | Director role; no related‑party transactions reported at Adient in FY2024 |
| Dr Pepper Snapple Group (prior) | None disclosed | None disclosed | Prior directorship ended in 2018 |
- HCMC interlocks: Proxy states no Human Capital and Compensation Committee interlocks.
- Related‑party exposure: None considered by Audit Committee in FY2024; conflicts oversight resides with CGC (chaired by Gutiérrez).
Expertise & Qualifications
- Audit committee financial expert (SEC definition); strong financial literacy and risk management credentials.
- Senior executive leadership; strategic planning; global/international experience aligned to Adient’s footprint.
- Industry background: Telecom/media/technology operations; complements Board’s diversified skill matrix.
Equity Ownership
| Item | Value |
|---|---|
| Ordinary shares beneficially owned | 37,023 |
| % of shares outstanding | ~0.04% (37,023 ÷ 83,932,693) |
| Unvested share units (director) | 0 |
| Pledged or hedged shares | Prohibited by Adient’s Insider Trading Policy (anti‑hedging/anti‑pledging applies to non‑employee directors) |
| Director ownership guideline | 5× annual cash retainer (within 5 years); directors either meet or have time remaining. |
Insider Trading & Section 16 Compliance
| Measure | Status |
|---|---|
| Section 16(a) filings compliance (FY2024) | Company believes directors and officers complied with all filing requirements; no delinquent reports disclosed. |
Governance Assessment
- Strengths: Independent status; Audit Committee financial expert; chairs Corporate Governance Committee; strong attendance record; robust oversight of conflicts, independence, sustainability, and director pay; anti‑hedging/pledging policy; no related‑party transactions considered in FY2024. These factors support investor confidence in board effectiveness.
- Compensation alignment: Director pay split evenly between cash and stock retainer; ownership guideline of 5× cash retainer; reasonable committee chair fees; annual cap on director compensation ($900,000) limits pay inflation risk.
- Engagement signals: Active committee cadence (Audit 9, CGC 3); regular executive sessions of independent directors; strong say‑on‑pay support in 2024 (95% of votes cast in favor) indicates positive shareholder sentiment toward compensation governance.
- Watchpoints: Multiple external board roles can increase time demands; CGC processes explicitly evaluate time commitments and potential conflicts, mitigating this risk. Continued monitoring of interlocks/conflicts via CGC remains prudent.
Overall, José M. Gutiérrez’s committee leadership (CGC Chair), audit expertise, and independence underpin governance quality at Adient, with no disclosed conflicts or related‑party transactions and policies that promote alignment and risk control.