Mark Oswald
AdientAbout Mark Oswald
Executive Vice President and Chief Financial Officer of Adient effective January 1, 2024; previously Vice President, Treasurer, Investor Relations and Corporate Communications until December 31, 2023 . FY2024 annual incentive metrics were 40% Adjusted EBITDA, 40% Free Cash Flow, 20% Corporate Transformational Projects; FY2024 results produced a 76% payout for NEOs including Oswald . Under Oswald’s tenure as CFO, FY2025 results: Net sales $14,535M vs $14,688M in FY2024, Adjusted EBITDA $881M vs $880M, Free Cash Flow $204M vs $277M; Adjusted EPS $1.93 vs $1.84 . The Human Capital & Compensation Committee reported strong focus on commercial margin, operational efficiency, SG&A, and share repurchases (~9.4M shares, ~$275M in FY2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Adient plc | EVP & CFO | Effective Jan 1, 2024 – present | Leads finance function; compensation aligned to 50th percentile market medians; AIP metrics emphasize EBITDA, FCF; long-term PSUs (ROS, cumulative FCF, relative TSR) . |
| Adient plc | VP, Treasurer, Investor Relations & Corporate Communications | Through Dec 31, 2023 | Supported capital allocation and investor engagement; company executed significant FY2024 share repurchases (~9.4M shares, ~$275M) . |
External Roles
- Not disclosed in 2025 or 2024 DEF 14A for Oswald; no public company directorships noted in the NEO sections .
Fixed Compensation
| Item | FY2024 Detail |
|---|---|
| Base Salary | $600,000 (effective Jan 1, 2024) |
| Target Bonus % (AIP) | 100% of base salary |
| Actual AIP Bonus Paid (FY2024) | $382,699 |
| All Other Compensation (FY2024) | $33,304 (primarily employer retirement contributions) |
| Pension | None; Adient does not offer a defined benefit plan |
Performance Compensation
Annual Incentive Plan (AIP) – FY2024
| Metric | Weight | Threshold | Target | Maximum | Actual Achievement | Weighted Payout % |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 40% | $835 | $985 | $1,235 | $864 | 25% |
| Free Cash Flow ($M) | 40% | $200 | $300 | $550 | $262 | 31% |
| Corporate Transformational Projects | 20% | Achieved/Not | Achieved/Not | Achieved/Not | Achieved | 20% |
| Total Payout | — | — | — | — | — | 76% |
| Executive | FY2024 AIP Target ($) | FY2024 Actual Payout ($) |
|---|---|---|
| Mark A. Oswald | $503,551 | $382,699 |
Notes: Adjusted EBITDA and FCF definitions exclude specified items; FX translation impact exclusion reduced performance by $15M for AIP calculations .
Long-Term Incentives (LTI) – FY2024 Grants
- Mix: 60% PSUs; 40% RSUs; PSUs cliff vest after 3 fiscal years (FY2024–FY2026); RSUs vest ratably over 3 years .
- PSU metrics and weights: Return on Sales (25%), Cumulative Free Cash Flow (25%), Relative TSR vs custom peer group (50%); PSU payout range 0–200% of target; TSR capped at 100% if absolute TSR is negative .
- Custom TSR peer set includes Aptiv, Autoliv, BorgWarner, Lear, Toyota Boshoku, and others (Visteon as alternate) .
| Executive | Grant Date | PSUs (#) | PSU Target Value ($) | RSUs (#) | RSU Value ($) | Total Target ($) |
|---|---|---|---|---|---|---|
| Mark A. Oswald | Nov 16, 2023 / Feb 8, 2024 | 21,543 | $720,000 | 14,362 | $480,000 | $1,200,000 |
- Stock options: None granted; $0 in “Option Awards” column for FY2024 .
Vesting Schedules (Oswald)
| Award Type | Future Vesting Dates and Shares |
|---|---|
| RSUs | 3,957 on Feb 8, 2025; 1,206 on Nov 16, 2025; 1,462 on Nov 17, 2025; 3,972 on Feb 8, 2026; 1,243 on Nov 16, 2026; 3,640 on Feb 8, 2027. Prior tranches vested Nov 16–18, 2024 (1,206; 1,419; 1,090) . |
| PSUs | FY2024–FY2026 PSUs eligible to vest after FY2026 based on ROS, cumulative FCF, and relative TSR . |
Potential implications: scheduled RSU vestings can create routine sell-to-cover withholding; no options outstanding reduces mechanical “overhang” from option exercises .
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Beneficial Ownership (Common) | 15,055 shares; <1% of outstanding |
| Unvested Share Units | 59,009 share units (unvested RSUs) |
| Unvested RSUs (9/30/24) | 19,195 shares; $433,231 at $22.57/share |
| Unvested PSUs (9/30/24) | 22,464 target units; $507,012 at $22.57/share (SEC display convention) |
| Ownership Guidelines | Exec officers: 3x base salary; 5-year grow-in; PSUs not counted; policy states all exec officers either compliant or within time to comply |
| Hedging/Pledging | Prohibited for all employees/directors (incl. NEOs) |
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreement | Company states no employment agreements for NEOs (except Mr. Huang for local law); severance/change-in-control agreements govern . |
| Severance – Involuntary (Without Cause) | Cash severance $900,000; benefit continuation $74,965; accelerated equity $136,007 (values as of 9/30/24) . |
| Change-in-Control (CIC) – Qualified Termination (Double Trigger) | Cash severance $2,577,256; benefits $149,930; accelerated equity $136,007 (values as of 9/30/24) . |
| CIC Mechanics | No excise tax gross-ups; equity subject to double-trigger vesting upon CIC . |
| Clawback/Recoupment | Amended and restated Executive Incentive Compensation Recoupment Policy; adds discretionary recoupment triggers for certain misconduct . |
| Deferred Compensation | Retirement Restoration Plan contributions: $6,083 (FY2024); aggregate balance $30,658; no “above-market” earnings . |
| Perquisites | U.S. NEO perquisite limited to executive physical; Oswald’s “All Other Compensation” primarily employer retirement contributions . |
| Plan Participation | 401(k), Retirement Restoration Plan, Executive Deferred Compensation Plan available to U.S. executives . |
| Additional Severance Provisions (Plan terms) | Form agreements include termination for cause/no benefits; offset rights for monies owed; timing protections on inquiries related to cause . |
Performance & Track Record (during CFO tenure window)
- FY2024 AIP results: Total payout 76%, reflecting Adjusted EBITDA $864M vs $985M target and FCF $262M vs $300M target; transformation projects achieved .
- FY2025 results snapshot: Adjusted EBITDA $881M (flat vs $880M FY2024), FCF $204M (down vs $277M), Net sales $14,535M (slightly down vs $14,688M), Adjusted EPS $1.93 (up vs $1.84) .
- Capital allocation: FY2024 buybacks of ~9.4M shares, ~$275M; ~10% of shares at start of FY2024 repurchased, signaling confidence and improving per-share metrics .
Compensation Committee Analysis
- Target positioning: Total direct compensation set around 50th percentile of peer group; Committee uses market data and performance to calibrate awards .
- LTI peer group (for relative TSR): Adient, American Axle, Aptiv, Autoliv, BorgWarner, Dana, Forvia, Goodyear, HUAYU, Lear, LCI Industries, Toyota Boshoku; Visteon as alternate .
- Shareholder engagement: Committee invited top holders; reported positive feedback on metrics/structure and strengthened alignment via updated recoupment policy .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; mitigates alignment risk .
- No stock options outstanding for Oswald; reduces incentive to pursue volatility and lessens exercise-driven selling pressure .
- Double-trigger CIC; no excise tax gross-ups; market-aligned .
- Clawback policy enhanced; supports accountability .
Investment Implications
- Pay-for-performance: AIP and PSUs concentrate on EBITDA/ROS, FCF, and relative TSR, aligning incentives to deleveraging, cash generation, and shareholder returns . For FY2024, below-target EBITDA/FCF constrained payouts (76%), indicating discipline against underperformance .
- Retention and supply overhang: Multi-year RSU/PSU schedule with specific vest dates through 2027 creates steady equity accrual; expect standard sell-to-cover flows but limited mechanical pressure due to absence of options; unvested equity value as of 9/30/24 totals ~$940K for Oswald at $22.57, supporting retention .
- Alignment and governance: 3x salary ownership guideline, anti-pledging/hedging, double-trigger CIC, and robust clawback reduce governance risk; no pension and modest perquisites limit fixed-cost burden .
- Performance context: FY2025 adjusted EPS improved despite lower sales/FCF, while adjusted EBITDA held stable; CFO incentives emphasize continuing to drive ROS and multi-year FCF to vest PSUs (FY2024–2026), suggesting ongoing focus on margin and cash discipline .