Peter Carlin
AdientAbout Peter H. Carlin
Independent director at Adient plc since 2018; age 52. Senior Technical Advisor at GameStop Corp. since August 2023, with a career spanning buy-side investing and capital markets: Managing Director at Blue Harbour Group (2014–July 2020), Managing Member at Estekene Capital (2009–2013), Deputy PM at Alson Capital, Buyside Research Analyst at Sanford Bernstein, and M&A at Morgan Stanley. The Board cites his financial and leadership skills and experience as a professional investor as valuable assets to Adient’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Harbour Group, L.P. | Managing Director | 2014–July 2020 | Capital markets and shareholder engagement |
| Estekene Capital | Managing Member | 2009–2013 | Investment leadership |
| Alson Capital | Deputy Portfolio Manager | — | Buyside portfolio management |
| Sanford Bernstein & Co. | Buyside Research Analyst | — | Equity research and analytics |
| Morgan Stanley | M&A Group | — | Transaction execution experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| GameStop Corp. | Senior Technical Advisor | Since Aug 2023 | — |
| Investors Bancorp, Inc. | Director | 2017–2019 | Audit; Nominating & Governance; Risk Oversight |
Board Governance
- Independence: Board affirmatively determined Peter H. Carlin is independent under NYSE standards .
- Committees: Member – Human Capital & Compensation; Member – Corporate Governance .
- Committee activity: Human Capital & Compensation held 6 meetings; Corporate Governance held 3 in FY2024 .
- Board meetings/attendance: Board held 8 meetings in FY2024; each director attended at least 75% of aggregate Board and committee meetings of which they were a member; all directors attended the 2024 AGM .
- Leadership structure: Independent Chair; executive sessions of independent directors held regularly (at least twice annually) .
- Related-party transactions: Audit Committee did not consider any related person transactions in FY2024 .
Fixed Compensation (Non-Employee Director)
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $145,000 | Standard director cash retainer |
| Annual stock retainer | $145,000 | Granted March 12, 2024; grant-date price $34.46 |
| Committee chair fees | $0 | Not a chair; chair fees are $20,000 (Audit, HCC) and $15,000 (Governance) for chairs |
| Meeting fees | $0 | No additional meeting fees |
| Total annual director compensation | $290,000 | Fees earned in cash $145,000; stock awards $145,000 |
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Director equity component | Retainer-based ordinary shares | No performance metrics; equity is time-based retainer, not PSU/options |
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond Adient .
- Prior public company directorships: Investors Bancorp, Inc. (Audit; Nominating & Governance; Risk Oversight) .
- Shared directorships with competitors/customers/suppliers: None disclosed; no related party transactions considered in FY2024 .
Expertise & Qualifications
- Financial literacy (Audit Committee Financial Expert designation across the Board; Carlin identified as financially literate in Board skills matrix) .
- Strategic planning and senior leadership experience .
- Capital markets, M&A, and investor engagement background (Morgan Stanley M&A; buyside roles) .
- Sustainability oversight exposure via Board matrix (skills coverage) .
Equity Ownership
| Holder | Ordinary Shares Beneficially Owned | % Outstanding | Share Units |
|---|---|---|---|
| Peter H. Carlin | 28,352 | <1.0% | — |
- Director stock ownership guideline: Directors must hold Adient shares equal to 5× the annual cash retainer within five years of election/appointment; all directors either comply or have additional time to acquire sufficient shares .
- Hedging/pledging: Company policy prohibits all employees and non-employee directors from hedging or pledging Adient securities .
- Clawbacks: Awards under the Omnibus Incentive Plan (covers director share grants) are subject to company recoupment/clawback policies and applicable listing standards .
Governance Assessment
- Board effectiveness: Carlin strengthens oversight in compensation and governance through committee service, supported by financial literacy and strategic planning experience; independent Chair and regular executive sessions enhance oversight .
- Alignment: Director pay mix balances cash and stock; stock ownership guidelines (5× cash retainer) and anti-hedging/pledging policy promote shareholder alignment .
- Compensation committee practices: Independent HCC; use of independent consultant (WTW); updated clawback policy with discretionary misconduct trigger; strong say-on-pay support (95% in 2024), signaling investor approval of compensation framework .
- Risk and conflicts: No related person transactions considered in FY2024; plan prohibits option repricing and requires double-trigger vesting for assumed awards in change-of-control scenarios—shareholder-friendly terms .
- Attendance/engagement: Board met 8× in FY2024; directors met attendance expectations and attended AGM, supporting board engagement .
RED FLAGS: None disclosed in proxy—no related-party transactions; no attendance issues; anti-hedging/pledging policy in place; equity plan disallows option repricing and uses double-trigger vesting for assumed awards .