ADIENT PLC (ADNT)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
ADIENT PLC · Meeting: March 10, 2026
Directors FOR
1
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Bushman has served since 2016, meaning her tenure fully overlaps the period during which Adient's stock fell roughly 47.5% over three years while the company's own compensation peers gained about 71.3% on average — a gap of nearly 119 percentage points, far exceeding the 20-point threshold that triggers a no vote; the five-year record provides no relief, as the gap there is similarly wide at about 118 percentage points.
Mr. Henderson has been Board Chair since 2018 and a director since 2016, giving him full accountability for the period during which Adient's shares lost roughly 47.5% while peer companies gained about 71.3% — a nearly 119-percentage-point shortfall that well exceeds the policy trigger; the five-year picture is equally poor, with a similar gap, so no mitigating long-term track record applies.
Mr. Carlin joined in 2018, so his roughly seven-year tenure fully overlaps the three-year underperformance window; the nearly 119-percentage-point gap between Adient's negative three-year return and the peer group's strong gains far exceeds the 20-point trigger, and the five-year record shows an equally large shortfall, providing no mitigating offset.
Mr. Goodman has served since 2016, giving him nine years of tenure that fully covers the underperformance period; Adient's shares dropped roughly 47.5% over three years against a peer median gain of about 71.3%, a gap of nearly 119 percentage points, and the five-year comparison shows a similarly large shortfall with no improvement in the longer track record.
Ms. Samardzich has been a director since 2016, so her tenure fully overlaps the three-year period in which Adient shareholders lost roughly 47.5% while peer companies gained about 71.3%; the nearly 119-percentage-point gap far exceeds the policy trigger, and the five-year comparison is similarly poor with no mitigating track record.
Mr. Dorlack became a director in 2024, which is within the 24-month new-director exemption window; however, as the company's sitting CEO — an executive director — he is subject to the same TSR accountability as other directors, and Adient's stock underperformed peers by nearly 119 percentage points over three years (a negative absolute return against a peer median gain of about 71.3%), with the five-year record showing no improvement; the scale of the underperformance on his watch as CEO warrants an against vote on his director seat, independent of any say-on-pay evaluation.
Mr. Gutiérrez has served since 2019, so his approximately six-year tenure fully covers the three-year underperformance period; Adient's roughly 47.5% stock loss against a peer median gain of about 71.3% represents a nearly 119-percentage-point gap that far exceeds the policy's 20-point trigger, and the five-year comparison is equally adverse with no mitigating longer-term track record.
For Analysis
Ms. Eddy joined the board in 2023, which is within the 24-month new-director exemption window, so she is not held accountable for stock underperformance that predates her meaningful ability to influence board outcomes.
Six of eight director nominees receive an against vote due to severe, sustained stock underperformance: Adient's shares fell approximately 47.5% over three years while the company's own compensation peer group gained about 71.3% on average, a gap of nearly 119 percentage points that far exceeds the 20-point policy trigger for companies with negative absolute returns; the five-year record provides no relief, showing a similarly large shortfall. Ms. Eddy is exempt as a director who joined within the past 24 months. Mr. Dorlack receives an against vote as the sitting CEO and executive director despite his short board tenure, given the scale of underperformance during his leadership. Only Ms. Eddy receives a for vote.
Say on Pay
✗ AGAINSTCEO
Jerome J. Dorlack
Total Comp
$13,114,394
Prior Support
94%%
Adient's CEO received total compensation of approximately $13.1 million in fiscal year 2025 — a substantial package for a company with a $1.6 billion market cap whose shares have lost roughly 47.5% over the past three years while the company's own peer group gained about 71.3%; the incentive pay structure, which is supposed to link pay to shareholder outcomes, is not functioning as intended because the compensation committee used its discretion to increase annual bonus payouts above the formulaic result and adjusted the three-year performance stock award payout upward despite the company finishing below the 25th percentile on relative total shareholder return. The prior year's strong 94% say-on-pay support does not change the analysis because the pay-for-performance misalignment — awarding above-target variable pay while shareholders experienced severe losses relative to peers — is the core concern, and the committee's repeated use of positive discretion to override poor outcomes weakens the integrity of the performance-based pay structure.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$7,637,000
Non-Audit Fees
$373,000
Non-audit fees (audit-related fees of $229,000 plus tax fees of $13,000 plus all other fees of $131,000, totaling $373,000) represent approximately 4.9% of audit fees of $7,637,000, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; PricewaterhouseCoopers is a Big 4 firm appropriate for a company of Adient's size and complexity.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 4
Renewal of the Board of Directors' Authority to Issue Shares Under Irish Law
This is a routine Irish legal requirement that must be renewed annually for any Irish public limited company to issue shares; the authorization is capped at 20% of issued share capital — consistent with Irish market practice — and does not approve any specific new issuance or increase in authorized capital. Shareholders of Adient retain all NYSE-mandated protections that require further approval for significant issuances, so supporting this proposal simply maintains the company's ability to operate on equal footing with other NYSE-listed companies.
Proposal 5
Authorization of the Board to Opt-Out of Statutory Preemption Rights Under Irish Law
Under Irish law, companies must separately seek shareholder approval to opt out of statutory preemption rights (which would otherwise require offering new shares to existing holders before selling to others); this authorization is standard practice for Irish-incorporated companies listed on US exchanges and is conditioned on Proposal 4 passing. Without this opt-out, Adient's ability to raise capital or complete transactions efficiently would be impaired, and NYSE rules provide shareholders with independent protections against dilutive issuances.
Overall Assessment
The 2026 Adient annual meeting presents a heavily contested director slate and a problematic executive compensation program: six of eight director nominees receive against votes due to Adient's stock losing roughly 47.5% over three years while its own compensation peers gained about 71.3% on average — a nearly 119-percentage-point gap that far exceeds policy thresholds — and the say-on-pay vote also receives an against determination because the compensation committee repeatedly used positive discretion to increase payouts above formulaic results despite severe relative underperformance for shareholders. The auditor ratification and the routine Irish law share-issuance proposals are straightforward approvals with no policy concerns.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing