Richard Goodman
AdientAbout Richard Goodman
Richard Goodman, age 76, has served as an independent director of Adient since 2016. He is a retired senior finance executive at PepsiCo, where he was CFO (2006–2010) and EVP, Global Operations (2010–2011), and previously held senior finance roles at W.R. Grace. The Board has affirmatively determined his independence and identifies him as an Audit Committee financial expert, reflecting deep global financial management, risk and audit expertise; he has 8 years of service on Adient’s Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Inc. | Chief Financial Officer | 2006–2010 | Led global finance; M&A, corporate finance, audit oversight |
| PepsiCo, Inc. | EVP, Global Operations | 2010–2011 | Operations leadership across global footprint |
| PepsiCo, Inc. | CFO, PepsiCo International; CFO, PepsiCo Beverages International; General Auditor | Prior to 2006 | Global finance, audit, risk management |
| W.R. Grace | Senior global finance roles | Pre-1992 | International financial management |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Johnson Controls, Inc. | Director | Until 2016 | Prior board service; no current role disclosed |
| Kindred Healthcare, Inc. | Director | Until 2018 | Prior board service; no current role disclosed |
| Pattern Energy Group | Director | Until 2020 | Prior board service; no current role disclosed |
| The Western Union Company | Director | Until 2023 | Prior board service; no current role disclosed |
Board Governance
- Committees: Audit Committee Chair; Corporate Governance Committee Member; Executive Committee Member. The Audit Committee is composed entirely of independent directors; Goodman is designated an “audit committee financial expert.” The Audit Committee met 9 times in FY2024; the Board met 8 times, and each director attended at least 75% of meetings of the Board and committees on which they served.
- Independence and leadership: The Board is 89% independent and has an independent Chair; executive sessions of independent directors were regularly held in FY2024. Goodman’s independence was affirmatively determined under NYSE standards.
- Risk oversight: As Audit Chair, Goodman oversees financial reporting, internal controls, tax/treasury, legal/regulatory matters, IT security and cybersecurity risk; the committee receives regular cybersecurity updates.
- Attendance at shareholder meetings: All directors serving at the time attended the 2024 Annual General Meeting.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $145,000 | Standard non-employee director cash retainer |
| Audit Committee Chair fee | $20,000 | Paid to Audit Chair (Goodman) |
| Total cash fees (FY2024) | $165,000 | Sum of retainer + chair fee |
| Meeting fees | $0 | No additional meeting fees |
Performance Compensation
| Equity Element | Amount/Grant | Terms |
|---|---|---|
| Annual equity retainer (stock) | $145,000 | Granted March 12, 2024; priced at closing market price $34.46 per share; issued under 2021 Omnibus Plan |
| Options/PSUs for directors | None disclosed | Director equity retainer is time-based stock; no performance-conditioned equity reported for directors in FY2024 |
Plan-level clawbacks: All awards under the 2021 Omnibus Incentive Plan (including director stock grants) are subject to recoupment/clawback policies; Adient updated its clawback policy in FY2024 to comply with SEC/NYSE and added discretionary misconduct triggers.
Company incentive design (context for board oversight)
| Metric | Weight | FY2024 Target | FY2024 Actual | Weighted Payout |
|---|---|---|---|---|
| Adjusted EBITDA ($M) | 40% | $985 | $864 | 25% |
| Free Cash Flow ($M) | 40% | $300 | $262 | 31% |
| Corporate Transformational Projects | 20% | Achieved/Not Achieved | Achieved | 20% |
| Total AIP Payout | — | — | — | 76% |
| LTI PSU Metric | Weight | Comments |
|---|---|---|
| Relative TSR | 50% | Rank vs custom peer group; capped at 100% if absolute TSR negative |
| Return on Sales | 25% | FY2026 EBITDA / FY2026 sales |
| Cumulative Free Cash Flow | 25% | FY2024–FY2026 cumulative FCF |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Goodman in 2025 proxy |
| Prior public company boards | Johnson Controls (to 2016); Kindred Healthcare (to 2018); Pattern Energy Group (to 2020); Western Union (to 2023) |
| Potential interlocks/conflicts | None disclosed; Corporate Governance Committee monitors director independence and conflicts; Related party transactions policy in place |
Expertise & Qualifications
- Audit committee financial expert; deep financial literacy; strategic planning and global/international experience; mergers and acquisitions; risk management; sustainability exposure via board oversight.
- Background spans CFO and global operations leadership at PepsiCo; prior auditing/general auditor roles support strong internal controls oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Share Units (unvested RSUs counted) |
|---|---|---|---|
| Richard Goodman | 40,659 | <1.0% | — |
- Outstanding shares: 83,932,693 as of record date (January 15, 2025).
- Director ownership guideline: 5× annual cash retainer within 5 years; all directors either meet or are within grow-in period.
- Anti-hedging/anti-pledging policy: Directors prohibited from hedging or pledging Adient securities.
Governance Assessment
- Strengths
- Independence and long tenure: Independent director since 2016 with 8 years of service; independence reaffirmed by Board.
- Audit leadership: Audit Committee Chair and SEC-defined financial expert; robust oversight over financial reporting, internal controls, legal/regulatory, IT/cybersecurity.
- Engagement: Audit Committee (9 meetings) and Board (8 meetings) in FY2024; directors met attendance thresholds; executive sessions held regularly.
- Alignment: Director pay balanced between cash and equity; equity grants subject to clawback; ownership guidelines enforce skin-in-the-game; no meeting fees; no tax gross-ups under incentive plan; double-trigger for equity in change-of-control.
- Shareholder signals: 95% say-on-pay support in 2024 reflects broad investor approval of compensation practices (context for board oversight).
- Conflicts/Related-party exposure
- No related person transactions considered in FY2024; governance policies require Audit Committee review/approval if any arise.
- Compliance and disclosures
- Section 16(a) compliance reported for FY2024.
RED FLAGS
- None disclosed: No pledging/hedging permitted; no related-party transactions identified; no delinquent Section 16 filings; director equity is time-based (not repriced).