UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

ADIENT PLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Adient plc

25-28 North Wall Quay, IFSC

Dublin 1, Ireland

Notice of 2017

Annual General Meeting of Shareholders

and Proxy Statement

Date of Notice: January 23, 2017

NOTICE OF THE 2017

ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF ADIENT PLC:

By Order of the Board of Directors,

Cathleen A. Ebacher

Vice President, General Counsel and Secretary

January 23, 2017

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 13, 2017:

The Notice of Annual General Meeting, Proxy Statement, the 2016 Annual Report and our Irish Statutory Accounts are available at www.materials.proxyvote.com/G0084W. Enter the 16-digit control number located in the box next to the arrow on the Notice of Internet Availability of Proxy Materials you received or, if you requested or received a hard copy of the proxy materials, on your enclosed proxy card to view these materials.

Adient plc

25-28 North Wall Quay, IFSC

Dublin 1, Ireland

January 23, 2017

Dear Shareholder:

The Adient plc 2017 Annual General Meeting of Shareholders will convene on Monday, March 13, 2017, at 10:00 a.m., local time, at The Merrion Hotel, 24 Upper Merrion Street, Dublin 2, Ireland. Shareholders who did not receive the Notice of Internet Availability of Proxy Materials will receive a copy of the Proxy Statement and Annual Report for fiscal year 2016 by mail. Please refer to the accompanying Proxy Statement, which details the business we will conduct at the Annual General Meeting.

We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. We believe this process will expedite the receipt of proxy materials by our shareholders and will lower the costs and reduce the environmental impact of our Annual General Meeting. Accordingly, on or about January 23, 2017, we will mail to our shareholders either a proxy statement or a Notice of Internet Availability of Proxy Materials containing instructions on how to access the accompanying Proxy Statement, our Annual Report on Form 10-K for fiscal year 2016 and our Irish Statutory Accounts for fiscal year 2016 via the Internet, as well as how to vote online. The Notice of Internet Availability of Proxy Materials and the Proxy Statement will also contain instructions about how you can request a paper copy of the proxy materials. Shareholders should not regard the Annual Report on Form 10-K, which contains our audited financial statements, or our Irish Statutory Accounts as proxy solicitation materials. Even if you have elected not to receive printed proxy materials, you may access them electronically at www.materials.proxyvote.com/G0084W.

For information on how to attend the Annual General Meeting, please read “Annual General Meeting Attendance” on page 6 of the accompanying Proxy Statement.

To ensure that you have a say in the governance of Adient, the compensation of its executive officers and the other matters presented for vote at the 2017 Annual General Meeting of Shareholders, it is important that you vote your shares. Please review the proxy materials and follow the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card to vote your shares. We hope you will exercise your rights as a shareholder and participate in the future of Adient.

Thank you for your continued support of Adient.

Sincerely,

ADIENT PLC

R. Bruce McDonald

Chairman and Chief Executive Officer

TABLE OF CONTENTS

PROXY STATEMENT

The Board of Directors (the “Board”) of Adient plc, an Irish public limited company (“Adient” or the “Company”), is soliciting proxies for our 2017 Annual General Meeting of Shareholders (“Annual General Meeting”). You are receiving a proxy statement because you own Adient ordinary shares that entitle you to vote at the Annual General Meeting. By use of a proxy you can vote, whether or not you attend the Annual General Meeting. The proxy statement describes the matters we would like you to vote on and provides information on those matters so you can make an informed decision.

Securities and Exchange Commission (“SEC”) rules permit us to provide access to our proxy materials over the Internet instead of mailing printed copies of the proxy materials to each shareholder. As a result, on or about January 23, 2017, we will mail to our shareholders of record and beneficial owners as of the close of business on January 13, 2017, either a proxy statement or a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy statement and our Annual Report on Form 10-K for fiscal year 2016 via the Internet, as well as how to vote online. Shareholders receiving a Notice of Internet Availability of Proxy Materials will not receive printed copies of the proxy materials unless requested by following the instructions included on the Notice of Internet Availability of Proxy Materials or as provided in “Questions and Answers” below.

QUESTIONS AND ANSWERS

ANNUAL GENERAL MEETING PURPOSE

VOTING

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When making a request, please have your personal 16-digit control number available; that control number was included in the Notice of Internet Availability of Proxy Materials. To ensure timely delivery of the proxy materials before the Annual General Meeting, any request should be made no later than February 28, 2017.

* Because this shareholder vote is advisory, it will not be binding on the Board or Adient. However, the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation.

** The advisory vote on whether to present the executive compensation proposal every one, two or three years is also a non-binding vote.

There is no requirement under Irish law that Adient’s Irish Statutory Accounts for the fiscal year ended September 30, 2016 or the related directors’ and auditor’s reports thereon be approved by the shareholders, and no such approval will be sought at the Annual General Meeting.

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We encourage you to vote by Internet because it is the most cost-effective voting method. If you vote by Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned a proxy card by mail.

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ANNUAL GENERAL MEETING ATTENDANCE

PROXY SOLICITATION COST

2018 SHAREHOLDER PROPOSALS

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A shareholder who intends to nominate any person for director must comply with the requirements set forth in our Articles of Association and applicable law. Among other things, a shareholder must give us timely written notice of the intent to nominate. To be considered timely for the 2018 Annual General Meeting, the notice must be received between November 13, 2017 and December 13, 2017. The notice must include all of the information required by our Articles of Association and applicable law including, but not limited to, a shareholder’s intention to nominate a person as a director and the candidate’s name, biographical data, and qualifications, as well as the written consent of the person to be named in our proxy statement as a director nominee and to serve as a director. Under our Articles of Association, the nominee must also timely deliver to our Secretary a written questionnaire with respect to the background and qualification of such individual and a written representation and agreement (in the form provided by the Secretary), as well as submit to a formal background check. Our Articles of Association also provide proxy access rights that permit eligible shareholders to nominate candidates for election to the Board in our proxy statement. Eligible shareholders who wish to nominate a proxy access candidate must follow the procedures described in our Articles of Association.

If we receive the notice after December 13, 2017, then we will consider the notice untimely and we will not be obligated to present the proposal at the 2018 Annual General Meeting. If the Board chooses to present a proposal that a shareholder submits (other than under Rule 14a-8) at the 2018 Annual General Meeting, then the persons named in the proxies that the Board requests for the 2018 Annual General Meeting may exercise discretionary voting power with respect to the proposal.

CORPORATE GOVERNANCE MATTERS

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The Ethics Policy is applicable to the members of the Board and to all of our directors, officers and employees, including, but not limited to, the principal executive officer, principal financial officer, principal accounting officer or controller, or any person performing similar functions. Any amendments to or waivers of the Ethics Policy that the Board approves will be disclosed on our website. However, we are not including the information contained on our website as part of, or incorporating it by reference into, this proxy statement.

Reports of possible violations of the Ethics Policy by our executive officers or of financial or accounting policies may be made to the Chair of the Audit Committee. Reports of such possible violations may be sent to the attention of the Chair of the Audit Committee at 833 East Michigan Street, Suite 1100, Milwaukee, Wisconsin 53202.

PLEASE VOTE. YOUR VOTE IS VERY IMPORTANT.

Promptly returning your proxy card or voting via telephone or the

Internet will help to reduce the cost of this solicitation.

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PROPOSAL ONE:

ELECTION OF DIRECTORS

Our Articles of Association state the Board may be comprised of not less than two nor more than twelve members with the exact number determined by resolution of the Board. The current size of the Board is seven members.

At the Annual General Meeting, all directors will be elected to hold office for a term expiring at the end of the next Annual General Meeting or until their successors have been elected and qualified, or until the director’s earlier retirement.

For further information regarding the Board, please see the “Corporate Governance” section of this proxy statement. The following biographies summarize the experiences, qualifications, attributes, and skills that qualify our director nominees and continuing directors to serve as directors of Adient. The Board believes each of our directors possesses certain personal traits that are essential for a competent, well-functioning Board, such as candor, integrity, sound business judgment and vision, and collegiality.

DIRECTOR NOMINEES

There are seven nominees for election to the Board at this Annual General Meeting. Each of the seven nominees, if elected, will serve until the 2018 Annual General Meeting or until his or her successor has been duly elected and qualified. The Corporate Governance Committee has recommended, and the Board has selected, the following director nominees for election, all of whom are current directors of Adient.

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CORPORATE GOVERNANCE

Separation from Johnson Controls International plc

On October 31, 2016, we became an independent company as a result of the distribution by Johnson Controls International plc (“Johnson Controls”), by means of a dividend in specie, of its automotive seating and interiors business to the Johnson Controls shareholders and the issuance of ordinary shares of Adient to holders of Johnson Controls ordinary shares on a pro rata basis. Each Johnson Controls shareholder received one Adient ordinary share on October 31, 2016 for every ten ordinary shares of Johnson Controls held as of the close of business on October 19, 2016, the record date for the distribution. Adient was incorporated under the laws of Ireland on June 24, 2016 as a private limited company, but was re-registered as an Irish public limited company prior to the distribution. Adient’s Registration Statement on Form 10 was declared effective by the SEC on September 29, 2016. Adient’s ordinary shares began “regular-way” trading under the ticker symbol “ADNT” on the NYSE on October 31, 2016. For additional information, please see Adient’s Information Statement, which is attached as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on October 3, 2016.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that provide a framework for the effective governance of Adient. These guidelines address matters such as the Board’s duties, director independence, director

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responsibilities, Board structure and operation, director criteria and qualifications, Board succession planning, Board compensation, management evaluation and development, Board orientation and training, Lead Director responsibilities, and Adient’s Ethics Policy. The Corporate Governance Committee regularly reviews developments in corporate governance and updates the Corporate Governance Guidelines and other governance materials as it deems necessary and appropriate.

Board Leadership Structure

The Board’s leadership structure includes a combined Chair and Chief Executive Officer (“CEO”) role with a strong, independent nonexecutive lead director.

We believe that the Board benefits from combining the roles of Chair and CEO because of the importance of in-depth, industry-specific knowledge and a thorough understanding of Adient’s business environment and risk management practices in setting agendas and leading the Board’s discussions. Combining the roles also provides a clear leadership structure for the management team and serves as a vital link between management and the Board. This allows the Board to perform its oversight role with the benefit of management’s perspective on Adient’s business strategy and all other aspects of the business.

The Board periodically reviews its determination to have a single individual act both as Chair and CEO.

Lead Independent Director

Adient’s Corporate Governance Guidelines provide for an independent nonexecutive director to act as Lead Director. The Lead Director is elected by the independent, non-management members of the Board, upon the recommendation of the Corporate Governance Committee. The Lead Director Charter provides that the Lead Director’s responsibilities will include, among other things:

The Lead Director also performs other duties as the Board may determine. The Lead Director provides feedback after each Board meeting to the Chair on the substance of the items presented and may make suggestions for enhancing management’s and the Board’s effectiveness.

The Board requires executive sessions of the independent directors at least twice annually. During these executive sessions, the Lead Director has the responsibility, among other things, to lead and facilitate the meeting and discussion of matters on the agenda.

Board Oversight of Risk

Adient’s Board, as a whole or through its committees, oversees an enterprise-wide approach to risk management that is intended to achieve Adient’s long-term strategic and organizational objectives and enhance shareholder value. Management is responsible for the day-to-day management of the risks that Adient will face, while the Board, as a whole and through its committees, will have the responsibility for the oversight of risk management. In this risk oversight role, the Board is responsible for ensuring that the risk management framework, and any supporting processes implemented by management, are adequate and functioning as designed.

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Although the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. The Board and its committees exercise their risk oversight function by carefully evaluating the reports they receive from management and by engaging in discussions with management regarding areas of particular interest or significance. Each of the Board committees is responsible for oversight of risk management practices for categories of top risks relevant to committee functions, which are set forth below. The Board also considers the significant risks to Adient in the course of its reviews of corporate strategy and business plans.

The following table summarizes the primary areas of risk oversight of the Board and its committees:

Management’s Role in Risk Oversight. Adient’s management supports the Board and its committees in Adient’s enterprise-wide approach to risk management. Adient has embedded an enterprise risk management, or ERM, program across its core business, which is aligned with initiatives that involve the Audit Committee, executive management and other personnel. The ERM framework has been designed to identify, assess, prioritize, and manage major risk exposures that could affect Adient’s ability to execute on its corporate strategy and fulfill its business objectives. The ERM program has been designed to enable the Audit Committee and management to collectively review the effectiveness of Adient’s risk management practices and capabilities and Adient’s risk exposure and risk tolerance and also to elevate key risks to the Board.

Adient’s Vice President of Internal Audit is responsible for Adient’s internal audit function and supports Adient’s enterprise-wide risk management framework through risk assessment, monitoring, and reporting. The Vice President of Internal Audit reports directly to the Audit Committee, and the Audit Committee reviews and evaluates the Vice President of Internal Audit’s appointment, compensation, and performance. The Vice President of Internal Audit facilitates the Audit Committee’s review and approval of the internal audit plan and provides regular reporting on audit activities. In addition, through consultation with management, the Vice President of Internal Audit periodically assesses the major risks facing Adient and coordinates with the members of management responsible for such risks.

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The executive responsible for managing a particular risk may also be required to report to the Audit Committee on how the risk is being managed and the progress towards any agreed-upon risk mitigation goals.

Board Independence

The Board annually determines the independence of each director and nominee for election as a director based on a review of the information provided by the directors and the executive officers as well as a survey by Adient’s legal and finance departments. The Board makes these determinations under the NYSE Listed Company Manual’s independence standards and Adient’s Corporate Governance Guidelines.

Following such evaluation, the Board affirmatively determined by resolution that the following directors are independent: John M. Barth, Julie L. Bushman, Raymond L. Conner, Richard Goodman, Frederick A. Henderson and Barb  J. Samardzich.

Board Succession Plan

The Board succession plan is generally outlined in the Corporate Governance Committee Charter and Corporate Governance Guidelines to maintain effective shareholder representation. As part of the Board’s succession planning, the Board will regularly review the composition of the Board and assesses the balance of knowledge, experience, skills, expertise, tenure and diversity that is appropriate for the Board as a whole.

Board, Committee and Director Evaluations

Each year, the Board will conduct an evaluation of itself, the Board committees, and, as discussed below, each director to determine their respective effectiveness. The Corporate Governance Committee determines annually the manner of these evaluations to ensure that the Board receives accurate and insightful information.

Attendance at Annual General Meetings

The Board expects all directors to attend the annual general meetings of shareholders. Directors may attend the meeting by any means permitted under applicable law.

Shareholder / Other Interested Party Communication with the Board

Adient encourages shareholders and other interested parties to communicate with its directors. Adient’s Corporate Governance Guidelines provide for general communications to the Board or any individual Board member to be sent to c/o Adient, Attn: Office of the Secretary, 833 East Michigan Street, Suite 1100, Milwaukee, Wisconsin 53202. The Adient Secretary’s office will open and screen these communications for security purposes and for relevance in the directors’ capacities as directors.

Shareholder communications may also be sent directly to the Lead Director, John M. Barth. Shareholders may send communications to his attention at c/o Adient, Attn: Lead Director, 833 East Michigan Street, Suite 1100, Milwaukee, Wisconsin 53202. In addition, the Lead Director Charter provides that at the request of a major shareholder, Adient’s Lead Director will make himself reasonably available for consultation and direct communication.

Director Nominee Selection and Evaluation

The Corporate Governance Committee develops criteria and qualifications for directors and director candidates that the Board will review and approve annually. The Corporate Governance Committee has a process under which it identifies and evaluates all director candidates properly nominated as required by Adient’s Corporate Governance Guidelines. The Corporate Governance Committee will consider nominee recommendations from a variety of sources, including nominees recommended by shareholders. The Corporate Governance Committee might, from time to time, retain an executive search firm for a fee to help facilitate the identification, screening and interview process of director nominees. The Corporate Governance Committee expects that qualified candidates will have high-level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems, and will be able to represent the interests of the shareholders as a whole rather than special interest groups or constituencies.

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The Corporate Governance Committee uses the following criteria, among others, to evaluate any director candidate’s capabilities to serve as a member of the Board: board attendance and engagement, independence, other time demands (including service on other boards), and potential or apparent conflicts (such as relationships with one of Adient’s competitors, key suppliers or key customers). In addition, the Corporate Governance Committee examines the following qualifications, among others, to identify and evaluate director candidates: industry sector experience and expertise (such as automotive, industrial manufacturing, technology or engineering); functional experience and expertise (such as whether the director candidate is a current chief executive officer or chief financial officer or possesses financial acumen, has operational experience, has international exposure, has experience or expertise in mergers and acquisitions, information technology strategy or engineering/product development); and the diversity of the director candidate. The Corporate Governance Committee also reviews the qualifications of any candidate with those of current directors to determine coverage and gaps in experience in related industries and functional areas. The Corporate Governance Committee will consider the criteria and qualifications noted above in selecting nominees for directors, including members from diverse backgrounds and perspectives who combine a broad spectrum of experience and expertise.

The Corporate Governance Committee is also responsible for developing a process and form of evaluation for use in evaluating director nominees and conducting such an evaluation prior to any director’s nomination for reelection to serve on the Board, and will do so prior to future annual general meetings.

Clawback Policy

Adient has adopted an Executive Incentive Compensation Recoupment Policy. Under the policy, the Committee requires all Section 16(b) officers of Adient elected by the Board (a “Covered Recipient”) to reimburse any incentive awards if:

If there is a material restatement of financial statements, the Committee will also seek to recover any compensation from the Chief Executive Officer and Chief Financial Officer, to the extent required under Section  304 of the Sarbanes-Oxley Act of 2002.

Ethics Policy

Adient has adopted an Ethics Policy that requires all its business activities to be conducted in compliance with laws, regulations, and ethical principles and values. All directors, officers, and employees of Adient are required to read, understand, and abide by the requirements of the Ethics Policy. The Ethics Policy is accessible on Adient’s website at investors.adient.com/corporate-governance/governance-documents. Any waiver of the Ethics Policy for directors or executive officers may be made only by the Board. Adient will disclose any amendment to, or waiver from, a provision of the Ethics Policy for the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on Adient’s website.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Procedures for Approval of Related Person Transactions

The Board has adopted a written policy for the review of related person transactions. For purposes of the policy, a related person transaction includes transactions in which (1) the amount involved is more than $120,000, (2) Adient is a participant, and (3) any related person has a direct or indirect material interest. The policy defines

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a “related person” to include directors, nominees for director, executive officers, and their respective immediate family members. Pursuant to the policy, all related person transactions must be approved by the Audit Committee or, in the event of an inadvertent failure to bring the transaction to the Audit Committee for pre-approval, ratified by the Audit Committee. In the event that a member of the Audit Committee has an interest in a related person transaction, the transaction must be approved or ratified by the disinterested members of the Audit Committee. In deciding whether to approve or ratify a related person transaction, the Audit Committee considers the following factors:

Agreements with Johnson Controls

Following the separation and distribution, Adient and Johnson Controls have operated separately, each as an independent public company. Adient entered into a separation and distribution agreement with Johnson Controls, which is referred to in this proxy statement as the separation agreement or the separation and distribution agreement. In connection with the separation, Adient also entered into various other agreements to effect the separation and provide a framework for its relationship with Johnson Controls after the separation, such as a transition services agreement, a tax matters agreement, an employee matters agreement and a transitional trademark license agreement. These agreements provide for the allocation between Adient and Johnson Controls of Johnson Controls’ assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after the distribution of Adient shares and govern certain relationships between Adient and Johnson Controls after the separation and distribution. The summaries of these agreements are qualified in their entireties by reference to the full text of the applicable agreements, which are listed as exhibits to Adient’s Annual Report on Form 10-K for our fiscal year ended September 30, 2016. When used in this section, “distribution date” refers to October 31, 2016, the date of the distribution of Adient ordinary shares to the holders of Johnson Controls shares.

Separation Agreement

The following discussion summarizes the material provisions of the separation agreement that has been entered into between Adient and Johnson Controls. The separation agreement sets forth, among other things, Adient’s agreements with Johnson Controls regarding the principal transactions necessary to separate Adient from Johnson Controls. It also sets forth other agreements that govern certain aspects of Adient’s relationship with Johnson Controls after the distribution date. Capitalized terms used but not defined in this proxy statement have the meanings given to them in the separation agreement.

Transfer of Assets and Assumption of Liabilities

The separation agreement identifies the assets transferred, the liabilities assumed and the contracts assigned to each of Adient and Johnson Controls as part of the separation of Johnson Controls into two companies, and it provides for when and how these transfers, assumptions and assignments occurred or will occur.

Except as expressly set forth in the separation agreement or any ancillary agreement, neither Adient nor Johnson Controls made any representation or warranty as to the assets, business or liabilities transferred or assumed as part of the separation, as to any approvals or notifications required in connection with the transfers, as to the value of or the freedom from any security interests of any of the assets transferred, as to the absence or presence

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of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset of either Adient or Johnson Controls, or as to the legal sufficiency of any assignment, document or instrument delivered to convey title to any asset or thing of value to be transferred in connection with the separation. All assets were or will be transferred on an “as is,” “where is” basis and the respective transferees will bear the economic and legal risks that any conveyance will prove to be insufficient to vest in the transferee good and marketable title, free and clear of all security interests. The respective transferees also generally bear the risk that any necessary consents or governmental approvals are not obtained or that any requirements of laws, agreements, security interests, or judgments are not complied with, except that the party transferring an asset or assuming a liability will be required to make one commercially reasonable payment, if required by a third party, to obtain the consent or approval to assign the asset, novate the liability or release a guaranty.

The separation agreement provides that, in the event that the transfer or assignment of certain assets and liabilities to Johnson Controls or Adient, as applicable, did not occur prior to the separation, then until such assets or liabilities are able to be transferred or assigned, Johnson Controls or Adient, as applicable, will hold such assets on behalf of and for the benefit of the other party and will pay, perform, and discharge such liabilities, for which the other party will reimburse Johnson Controls or Adient, as applicable, for costs and expenses in connection with the performance and discharge of such liabilities.

The Distribution

The separation agreement governs the rights and obligations of the parties regarding the distribution. On the distribution date, Adient issued its ordinary shares to Johnson Controls shareholders, pro rata to their respective holdings, on the basis of one Adient ordinary share for every ten shares of Johnson Controls held as of the close of business on the record date of October 19, 2016, the record date of the distribution. Shareholders received cash in lieu of any fractional shares.

Settlement of Accounts between Adient and Johnson Controls; Post-Distribution True-Up

The separation agreement provides that all agreements as to which there are no third parties and that are between Johnson Controls and Adient as of the distribution, were terminated as of the distribution, except for the separation agreement and the ancillary agreements, certain contracts to which a third party or joint venture is party and other arrangements specified in the separation agreement. The separation agreement provides that all intercompany receivables owed and intercompany payables due solely between Johnson Controls and Adient that are outstanding as of the effective time of the distribution will be settled (and net amounts paid) within 90 days of the distribution. The separation agreement also provides for an adjustment payment to be made following the distribution from Johnson Controls to Adient, or from Adient to Johnson Controls, as applicable, to the extent that Adient’s net cash position deviates from a target or Adient’s trade working capital (i.e., accounts receivable and inventory, less accounts payable) deviates significantly from past practices.

Claims

In general, each party to the separation agreement assumed liability for all pending, threatened and unasserted legal matters related to its own business or its assumed or retained liabilities and will indemnify the other party for any liability to the extent arising out of or resulting from such assumed or retained legal matters.

Releases

Pursuant to the separation agreement, Adient and its affiliates released and discharged Johnson Controls and its affiliates from all liabilities assumed by Adient as part of the separation, from all acts and events occurring or failing to occur, and all conditions existing, on or before the distribution date relating to Adient’s business, and from all liabilities existing or arising in connection with the implementation of the separation, except as expressly set forth in the separation agreement. Johnson Controls and its affiliates released and discharged Adient and its affiliates from all liabilities retained by Johnson Controls and its affiliates as part of the separation and from all liabilities existing or arising in connection with the implementation of the separation, except as expressly set forth in the separation agreement. These releases do not extend to obligations or liabilities under any agreements between the parties that remain in effect following the separation.

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Indemnification

In the separation agreement, Adient agreed to indemnify, defend and hold harmless Johnson Controls, each of its affiliates and each of their respective directors, officers and employees, from and against all liabilities relating to, arising out of or resulting from:

Johnson Controls agreed to indemnify, defend and hold harmless Adient, each of its affiliates and each of its respective directors, officers and employees from and against all liabilities relating to, arising out of or resulting from:

All such rights to indemnification will be in excess of available insurance. The separation agreement also establishes procedures with respect to claims subject to indemnification and related matters.

Insurance

The separation agreement describes the parties’ rights and obligations under existing insurance policies with respect to occurrences prior to the distribution and sets forth procedures for the administration of insured claims.

Intellectual Property; Data Privacy

The separation agreement includes limited covenants not to sue by each of Johnson Controls and Adient to the other for patents owned by it before the separation, which will generally continue until the expiration of the last valid claim of any such patents. The separation agreement also provides for the parties to cooperate in connection with Adient’s entry into data transfer agreements for purposes of complying with applicable data privacy regulations of the European Union.

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Further Assurances

In addition to the actions specifically provided for in the separation and distribution agreement, except as otherwise set forth therein or in any ancillary agreement, both Johnson Controls and Adient agreed in the separation and distribution agreement to use reasonable best efforts, prior to, on and after the distribution date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by the separation agreement and the ancillary agreements.

Dispute Resolution

The separation agreement contains provisions that govern, except as otherwise provided in any ancillary agreement, the resolution of disputes, controversies or claims that may arise between Adient and Johnson Controls related to the separation or distribution and that are unable to be resolved by the transition committee. These provisions contemplate that efforts will be made to resolve disputes, controversies and claims by escalation of the matter to senior management or other mutually agreed representatives of Adient and Johnson Controls and then to non-binding mediation. If such efforts are not successful, either Adient or Johnson Controls will be able to submit the dispute, controversy or claim to binding alternative dispute resolution, subject to the provisions of the separation agreement.

Termination

The separation agreement may not be terminated except by an agreement in writing signed by both Johnson Controls and Adient.

Expenses

Except as expressly set forth in the separation agreement or in any ancillary agreement, all costs and expenses incurred in connection with the separation and distribution incurred on or prior to the effective time of the distribution, including costs and expenses relating to legal and tax counsel, financial advisors and accounting advisory work related to the separation and distribution, have been paid by Johnson Controls, and all costs and expenses incurred following the distribution have been or will be paid by the party incurring such cost or expense.

Other Provisions of the Agreement

Other matters governed by the separation agreement include access to financial and other information, confidentiality, access to and provision of records and treatment of outstanding guarantees and similar credit support.

Transition Services Agreement

Adient and Johnson Controls have entered into a transition services agreement pursuant to which Adient and Johnson Controls have been and will continue to provide to the other, on an interim, transitional basis, various services, including information technologies, accounting administration, and human resource management services. The agreed-upon charges for such services are generally intended to allow the servicing party to recover all out-of-pocket costs and expenses. The services generally commenced on the distribution date, and they will terminate no later than 24 months following the distribution date. The receiving party may terminate the provision of such services upon prior written notice, subject to a minimum notice period of 30 days. Due to interdependencies between services, certain services may be terminated early only if the parties agree to modify the other services that will be adversely affected by the early termination. Either party may terminate the provision of a service if the other party has failed to perform any of its material obligations with respect to that service and has not cured the failure within thirty days, unless there is a good faith dispute between the parties as to whether the non-terminating party breached the agreement or cured its breach.

Adient has continued to transition the services provided by Johnson Controls under the transition services agreement from Johnson Controls, or third-party providers on behalf of Johnson Controls, to Adient. Adient anticipates that it will be in a position to complete the transition of those services on or before two years following the distribution date.

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Subject to certain exceptions, any damages payable by either party under the transition services agreement will generally be limited to six months of charges paid or payable to such party by the other party pursuant to the transition services agreement. The transition services agreement also provides that neither party shall generally be liable to the other for any special, indirect, incidental, punitive or consequential damages.

Tax Matters Agreement

Adient and Johnson Controls entered into a tax matters agreement that generally governs Johnson Controls’ and Adient’s respective rights, responsibilities and obligations after the distribution with respect to taxes for any tax period ending on or before the distribution date, as well as tax periods beginning before and ending after the distribution date. Generally, Johnson Controls is liable for all pre-distribution U.S. federal income taxes, foreign income taxes and certain non-income taxes attributable to Adient’s business required to be reported on combined, consolidated, unitary or similar returns that include one or more members of the Johnson Controls group and one or more members of the Adient group. Adient generally is liable for all other taxes attributable to its business. In addition, the tax matters agreement addresses the allocation of liability for taxes that are incurred as a result of restructuring activities undertaken to effectuate the distribution. The tax matters agreement also contains certain restrictions on certain Adient actions that may result in certain of the restructuring transactions undertaken in connection with the separation failing to qualify as transactions that are generally tax-free, for U.S. federal income tax purposes, under Sections 355 and 368(a)(1)(D) of the Code.

Employee Matters Agreement

Adient and Johnson Controls entered into an employee matters agreement to allocate liabilities and responsibilities relating to employment matters, employee compensation and benefits plans and programs, and other related matters. The employee matters agreement governs Johnson Controls’ and Adient’s compensation and employee benefit obligations with respect to the current and former employees and non-employee directors of each company.

The employee matters agreement provides that, unless otherwise specified, Johnson Controls is responsible for liabilities associated with Johnson Controls allocated employees and liabilities associated with former employees whose last employment was not with the Adient businesses, and Adient is responsible for liabilities associated with Adient allocated employees and liabilities associated with former employees whose last employment was with the Adient businesses. However, Johnson Controls retained and continues to be responsible for certain post-retirement liabilities relating to plans sponsored by Johnson Controls and in which other wholly owned subsidiaries of Johnson Controls participate (excluding entities that became subsidiaries of Adient).

Employee Benefits

Adient allocated employees are eligible to participate in Adient benefit plans as of the separation in accordance with the terms and conditions of the Adient plans as in effect from time to time. Generally and subject to certain exceptions, Adient has created compensation and benefit plans that mirror the terms of corresponding Johnson Controls compensation and benefit plans, and Adient credited each Adient allocated employee with his or her service with Johnson Controls prior to the separation for all purposes under the Adient benefit plans to the same extent such service was recognized by Johnson Controls for similar purposes and so long as such crediting does not result in a duplication of benefits.

Treatment of Equity Compensation

The employee matters agreement generally provides for the conversion of the outstanding awards granted under the Johnson Controls equity compensation programs into adjusted awards relating to shares of Johnson Controls, or both shares of Johnson Controls and Adient ordinary shares. The adjusted awards generally are subject to the same or equivalent vesting conditions and other terms that applied to the applicable original Johnson Controls award immediately before the separation.

Each Johnson Controls stock option and each Johnson Controls stock appreciation right that was held by a Johnson Controls allocated employee or a former employee on the distribution date was converted into an adjusted Johnson Controls stock option or stock appreciation right, as applicable, with the exercise price and the

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number of shares subject to the stock option or stock appreciation right adjusted to preserve the aggregate intrinsic value of the original Johnson Controls stock option or stock appreciation right as measured immediately before and immediately after the separation, subject to rounding. Each Johnson Controls stock option and each Johnson Controls stock appreciation right that was held by an Adient allocated employee on the distribution date was converted into an adjusted Johnson Controls stock option or stock appreciation right, as applicable, and an Adient stock option or stock appreciation right, as applicable. The exercise price and the number of shares subject to each such stock option and stock appreciation right was adjusted in order to preserve the aggregate intrinsic value of the original Johnson Controls stock option or stock appreciation right, as measured immediately before and immediately after the separation, subject to rounding.

Holders of outstanding Johnson Controls restricted stock unit awards who were Johnson Controls allocated employees or former employees received corresponding adjusted Johnson Controls restricted stock unit awards, with the number of shares adjusted in each case to preserve the aggregate value of the original Johnson Controls award as measured immediately before and immediately after the separation, subject to rounding. Holders of outstanding Johnson Controls restricted stock unit awards who were Adient allocated employees retained those awards and also received a corresponding Adient restricted stock unit award covering a number of Adient ordinary shares that reflects the distribution to Johnson Controls shareholders, determined by applying the distribution ratio to the shares underlying the applicable Johnson Controls award as though they were actual shares of Johnson Controls, subject to rounding.

For purposes of vesting for all awards, continued employment with or service to Johnson Controls or Adient, as applicable, were treated as continued employment with or service to either Johnson Controls or both Johnson Controls and Adient, as applicable.

Miscellaneous

The employee matters agreement also addresses other employee-related issues and certain special circumstances and special rules for benefit arrangements in various non-U.S. jurisdictions.

Transitional Trademark License Agreement

Adient entered into a trademark license agreement with Johnson Controls pursuant to which Johnson Controls granted Adient and its affiliates a worldwide, non-exclusive, non-sublicenseable, fully paid-up license to use certain of Johnson Controls’ trademarks, trade names and service marks used in Adient’s business as of the distribution date to allow Adient a reasonable amount of time to rebrand or phase out of use of the licensed marks. Adient is not able to assign its rights to the licensed marks, except in limited circumstances. Adient is permitted to use the licensed marks on certain items existing at the time of the distribution, including engineering documents, packaging, heavy machinery, tooling, equipment and pallets, until such items are replaced in the ordinary course of business, but must cease other uses of the licensed marks within a specified period of time after the distribution that ranges from thirty days to two years depending on the type of materials and whether the licensed mark is visible to third parties. Adient’s subsidiaries and affiliates must cease use of the licensed marks in their corporate or entity names within 180 days of the distribution, except that they may continue their use for up to two years if a longer period is required to obtain any regulatory or third party approvals required for the name change. Johnson Controls may terminate the agreement if Adient commits a material breach of the agreement that materially harms the goodwill of the Johnson Controls trademarks and fails to cure such breach within thirty days, unless there is a good faith dispute between the parties as to whether Adient materially breached the agreement or cured its breach.

BOARD AND COMMITTEE INFORMATION

Board Structure and Meetings

The Board is currently comprised of six independent directors of seven in total. Mr. McDonald serves as our Chairman and CEO.

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The spin-off from Johnson Controls occurred on October 31, 2016. Until that time, Adient was a private company without an independent board. Accordingly, our Board and committees as presently constituted did not hold any meetings in the fiscal year ended September 30, 2016.

Committee Membership as of January 23, 2017

* Chair of Committee

X Committee Member

¹ Lead Director.

Committees of the Board of Directors

Our Board has the following standing committees: an Executive Committee, an Audit Committee, a Compensation Committee, and a Corporate Governance Committee.

Executive Committee. The primary function of the Executive Committee is to exercise all of the powers of the Board when the Board is not in session, as the law permits and subject to certain limitations specified in the Executive Committee Charter. The Executive Committee consists of John M. Barth, Richard Goodman, Frederick A. Henderson, and R. Bruce McDonald.

Audit Committee. The Board has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee consists of Julie L. Bushman, Richard Goodman and Barb J. Samardzich, each of whom is independent in accordance with the rules and regulations of the NYSE and the SEC. Richard Goodman is the Audit Committee Chairman. Richard Goodman is an “audit committee financial expert” as defined by the SEC. The primary responsibilities of the Audit Committee are to:

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Compensation Committee. John M. Barth, Julie L. Bushman and Raymond L. Conner are the members of the Board’s Compensation Committee. John M. Barth is the Compensation Committee Chairman. The primary responsibilities of the Compensation Committee are to:

The Compensation Committee Charter adopted by the Board permits the committee to, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the committee.

Corporate Governance Committee. Raymond L. Conner, Frederick A. Henderson and Barb J. Samardzich are the members of the Board’s Corporate Governance Committee. Frederick A. Henderson is the Corporate Governance Committee Chairman.

The primary responsibilities of the Corporate Governance Committee are to:

In addition to recommending director candidates, the Corporate Governance Committee has established procedures for the oversight and evaluation of the Board, will review correspondence received from shareholders, and will review on an annual basis Adient’s Corporate Governance Guidelines to be adopted by the Board.

Compensation Committee Interlocks and Insider Participation

During Adient’s fiscal year ended September 30, 2016, Adient was not an independent company, and did not have a compensation committee or any other committee serving a similar function. For the fiscal year ended September 30, 2016, decisions as to the compensation of those who are expected to serve as Adient’s executive officers were made by Johnson Controls, as described in the section of this proxy statement entitled “Compensation Discussion and Analysis.”

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PROPOSAL TWO:

RATIFICATION, BY NON-BINDING ADVISORY VOTE, OF THE APPOINTMENT OF ADIENT’S INDEPENDENT AUDITOR FOR FISCAL YEAR 2017 AND AUTHORIZATION, BY BINDING VOTE, OF THE BOARD, ACTING THROUGH THE AUDIT COMMITTEE, TO SET THE AUDITORS’ REMUNERATION

We ask that you ratify the appointment of PricewaterhouseCoopers LLP as our independent auditor for fiscal year 2017 and that you authorize the Board, acting through the Audit Committee, to set the auditors’ remuneration.

PricewaterhouseCoopers LLP has audited our financial statements for fiscal year 2016. The Audit Committee appointed them as our independent registered public accounting firm for fiscal year 2017.

We expect representatives of PricewaterhouseCoopers LLP to be present at the Annual General Meeting with the opportunity to make a statement if they so desire and to be available to respond to appropriate questions. If shareholders do not ratify the appointment, the adverse vote will be considered as an indication to the Audit Committee that it should consider selecting another independent auditor for the following fiscal year. Even if shareholders ratify the selection, the Audit Committee, in its discretion, may select a new independent auditor at any time during the year if it believes that such a change would be in our best interest. Authorization of the Board of Directors, acting through the Audit Committee, to set the independent auditors’ remuneration requires the affirmative vote of a majority of votes cast by the holders of ordinary shares represented at the Annual General Meeting in person or by proxy.

Accordingly, the following resolution will be submitted to our shareholders for approval at the Annual General Meeting:

RESOLVED, that the appointment of PricewaterhouseCoopers LLP as the independent auditor of Adient plc is hereby ratified and that the Board of Directors, acting through the Audit Committee, is hereby authorized to set the auditors’ remuneration.

RECOMMENDATION OF THE BOARD: THE BOARD RECOMMENDS YOU VOTE “FOR” THIS PROPOSAL.

AUDIT COMMITTEE REPORT

The Audit Committee is comprised of Mr. Goodman (Chairman), Ms. Bushman and Ms. Samardzich, all non-employee directors, and operates pursuant to a written charter ratified by the Board on November 8, 2016. The charter is available on our website at investors.adient.com/corporate-governance/governance-documents.

The Board has the ultimate authority for effective corporate governance, including the role of oversight of the management of our company. The Audit Committee’s purpose is to assist the Board in fulfilling its responsibilities by overseeing our accounting and financial reporting processes, the audits of our consolidated financial statements and internal control over financial reporting, the qualifications and performance of the independent registered public accounting firm engaged as our independent auditor, and the performance of our internal auditors. The Audit Committee relies on the expertise and knowledge of management, the internal auditors and the independent auditor in carrying out its oversight responsibilities. Management is responsible for the preparation, presentation, and integrity of our consolidated financial statements, accounting and financial reporting principles, internal control over financial reporting and disclosure controls, and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. In addition, management is responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of our system of internal control.

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The Audit Committee selects our independent registered public accounting firm for each fiscal year. Our independent registered public accounting firm, PricewaterhouseCoopers LLP, is responsible for performing an independent audit of the consolidated financial statements and for expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America. Our independent registered public accounting firm is also responsible for expressing an opinion on the effectiveness of our internal control over financial reporting. The Audit Committee monitors the independence of PricewaterhouseCoopers LLP, which includes a review of the relationships between the independent registered public accounting firm and the Company. After reviewing the relationships and discussing them with management, the Audit Committee assesses PricewaterhouseCoopers LLP’s overall relationship with the Company, as well as their objectivity and independence. Based on its review, the Audit Committee is satisfied with the auditors’ independence.

The Audit Committee fulfills its duties and responsibilities as outlined in its charter, by specifically, among other actions:

The Audit Committee has reviewed and discussed with our management and independent auditor our audited consolidated financial statements and related footnotes for the fiscal year ended September 30, 2016, and the independent auditor’s report on those financial statements. Management represented to the Audit Committee that our financial statements were prepared in accordance with generally accepted accounting principles. PricewaterhouseCoopers LLP presented the matters required to be discussed with the Audit Committee by Public Company Accounting Oversight Board (“PCAOB”) Standards and SEC Regulations. This review included a discussion with management and the independent auditor about the quality (not merely the acceptability) of our accounting principles, the reasonableness of significant estimates and judgments, and the disclosures in our financial statements, including the disclosures relating to critical accounting policies. PricewaterhouseCoopers LLP also has confirmed to the Committee in writing, as required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, that, in its professional judgment, it is independent of the Company under all relevant professional and regulatory standards.

Relationship with Independent Auditors

The following table presents fees for professional services rendered to Johnson Controls by PricewaterhouseCoopers LLP for the years ended September 30, 2015 and September 30, 2016. Prior to the separation of Adient from Johnson Controls, Johnson Controls paid all audit, audit-related, tax and other fees of PricewaterhouseCoopers LLP. As a result, the amounts reported below are not necessarily representative of the fees Adient would expect to pay its auditors and their related affiliates in future years.

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(1) PricewaterhouseCoopers LLP billed or will bill Johnson Controls for professional services rendered for the audit of Johnson Controls’ annual financial statements, the audits of Johnson Controls’ internal control over financial report, statutory and subsidiary audits, the review of documents filed with the Securities and Exchange Commission, and certain accounting consultations with the audits.

(2) Audit related fees include: accounting consultations and audits in connection with proposed acquisitions and divestitures, audits of certain employee benefit plans’ financial statements, and, in fiscal year 2016, audits and audit related services in connection with the separation of Adient from Johnson Controls, including associated filings with the Securities and Exchange Commission.

(3) Tax fees consist principally of professional services rendered by PricewaterhouseCoopers LLP for tax compliance and tax planning and advice including assistance with tax audits and appeals, and tax advice related to mergers and acquisitions.

(4) All other fees primarily represent fees associated with training seminars related to accounting, finance and tax matters, information technology consulting, and other advisory services.

The Audit Committee has adopted procedures for pre-approving all audit and non-audit services provided by the independent registered public accounting firm. These procedures include reviewing a budget for audit and permitted non-audit services. The budget includes a description of and a budgeted amount for particular categories of non-audit services that are recurring in nature and, therefore, anticipated at the time the budget is submitted. Audit Committee approval is required to exceed the budget amount for a particular category of non-audit services and to engage the independent registered public accounting firm for any non-audit services not included in the budget. For both types of pre-approval, the Audit Committee considers whether such services are consistent with the SEC’s rules on registered public accounting firm independence and whether the provision of non-audit services by the independent registered public accounting firm is compatible with the firm’s independence.

The Audit Committee also considers whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with our business, people, culture, accounting systems, risk profile, and whether the services enhance the company’s ability to manage or control risks and improve audit quality. The Audit Committee may delegate pre-approval authority to one or more members of the Audit Committee.

The Audit Committee periodically monitors the services rendered and actual fees paid to the independent registered public accounting firm to ensure that such services are within the parameters approved by the Audit Committee.

Based on its review of the discussion referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K.

Richard Goodman, Chairman

Julie L. Bushman

Barb J. Samardzich

Members, Audit Committee

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PROPOSAL THREE:

APPROVAL, ON AN ADVISORY BASIS, OF ADIENT’S

NAMED EXECUTIVE OFFICER COMPENSATION

Pursuant to Section 14A of the Exchange Act, we seek your approval on an advisory basis of our executive compensation as described in the Compensation Discussion and Analysis, related compensation tables and narrative discussion. This vote is not intended to address any specific items of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies, and procedures described in this proxy statement. This vote is advisory and not binding on Adient, the Compensation Committee or the Board. However, as the vote is an expression of our shareholders’ views on a significant matter, the Compensation Committee will consider the outcome of the vote when making future executive compensation decisions.

As described in the Compensation Discussion and Analysis section, decisions regarding executive compensation in fiscal year 2016 were guided by Johnson Controls’ compensation philosophies, principles and practices. Going forward, we will build upon those practices with modifications reflective of the automotive industry’s business conditions and executive compensation approach. Our overarching goal will be to reward all employees, including our named executive officers, for delivering exceptional performance, building shareholder value and helping us achieve our corporate goals. We encourage shareholders to read the Compensation Discussion and Analysis.

We believe that the information we have provided in this proxy statement demonstrates that Johnson Controls designed its executive compensation program for fiscal year 2016 appropriately, and that our executive compensation program going forward will work to build long-term shareholder value, deliver sustained, strong business and financial results and attract, motivate and retain a highly qualified and effective executive team.

Accordingly, the following resolution will be submitted to our shareholders for approval at the Annual General Meeting:

RESOLVED, that the compensation paid to Adient’s named executive officers, as disclosed in the proxy statement for the 2017 Annual General Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis section and the accompanying compensation tables and narrative discussion, is hereby approved on an advisory basis.

RECOMMENDATION OF THE BOARD: THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in our proxy statement relating to the 2017 Annual General Meeting of Shareholders.

John M. Barth, Chairman

Julie L. Bushman

Raymond L. Conner

Members, Compensation Committee

COMPENSATION DISCUSSION AND ANALYSIS

On October 31, 2016, Adient successfully spun off from Johnson Controls and we began our journey as an independent, publicly traded company. Prior to the spinoff, we followed Johnson Controls’ compensation philosophies, principles and practices throughout fiscal year 2016 (October 1, 2015 – September 30, 2016) as Johnson Controls’ Automotive Experience business unit.

This compensation discussion and analysis (“CD&A”) explains Johnson Controls’ actions for fiscal year 2016, as well as Adient’s post-spinoff approach to creating compensation programs that reflect our belief in rewarding employees, including our named executive officers (“NEOs”), for delivering exceptional performance, building shareholder value and helping us achieve our corporate goals.

Fiscal Year 2016 Business Performance

Fiscal year 2016 was a year of transformation for Legacy Johnson Controls. During 2016, Legacy Johnson Controls successfully executed on several actions to improve long-term shareholder value, including:

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At the same time, Legacy Johnson Controls exceeded external commitments for fiscal year 2016. For the full year, Johnson Controls reported $37.7 billion in sales and a GAAP net loss from continuing operations of $868 million, which includes one month of post-Merger combined company results as well as several special items. GAAP diluted loss per share from continuing operations for the year was $1.30 compared to earnings per share from continuing operations of $2.18 in the prior year.

Legacy Johnson Controls – Fiscal Year 2016 Compensation Decisions and Actions

In fiscal year 2016, Legacy Johnson Controls used a mix of short- and long-term incentives as well as cash and non-cash compensation to meet its executive compensation program’s objectives. Its incentive compensation programs for executives were designed to link compensation performance with the full spectrum of business goals, some of which were short-term, while others took several years or more to achieve:

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Determining Fiscal Year 2016 Compensation

Legacy Johnson Controls Compensation Peer Group

The variation of actual pay relative to the market data was dependent on the executive officer’s performance, experience, knowledge, skills, level of responsibility, potential to impact performance and future success, and the need to retain and motivate strategic talent. As previously mentioned, Mr. McDonald was the only NEO who was also a Legacy Johnson Controls executive officer. Compensation levels for the other NEOs — who did not become officers until the spinoff — were established by Legacy Johnson Controls through its processes for non-executive employee compensation.

Use of an Independent Compensation Consultant

To add rigor in the review process and to inform it of market trends, the Legacy Johnson Controls Committee engaged the services of Willis Towers Watson, an independent executive compensation consultant, to analyze its executive compensation structure and plan designs, and to assess whether the compensation program was competitive and helped to align shareholder interests with those of the executive officers. Willis Towers Watson also directly provided the Legacy Johnson Controls Compensation Committee with the Compensation Peer Group and other market data, which the Committee referenced when determining compensation for executive officers.

The Legacy Johnson Controls Compensation Committee annually reviewed the services Willis Towers Watson provided, the quality of those services, and fees associated with the services during the fiscal year as well as consideration of the factors impacting independence that New York Stock Exchange rules require. During fiscal year 2016, Willis Towers Watson received $534,905 for the executive compensation consulting services it provided to the Legacy Johnson Controls Compensation Committee.

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Key Fiscal Year 2016 Compensation Decisions

Base Salary

The following outlines base pay decisions made by the Legacy Johnson Controls Compensation Committee (in the case of Mr. McDonald), or Legacy Johnson Controls management (in the case of the other NEOs), at the beginning of fiscal year 2016 or in connection with commencement of an NEO’s employment.

¹Messrs. Stafeil and Marchuk joined Adient from other companies just prior to spinoff and were not part of Legacy Johnson Controls in 2015.

Annual Incentive Performance Program (AIPP)

For fiscal year 2016, 80% of Legacy Johnson Controls’ targeted AIPP award for Mr. McDonald was based on financial metrics, as described below. The remaining 20% of the targeted award was based on a discretionary assessment of individual performance, as assessed by the Legacy Johnson Controls Compensation Committee. The Committee had the discretion to decrease the size of the overall bonus payout for each Legacy Johnson Controls executive officer based in part on an assessment of individual performance, and delegated this discretion to Legacy Johnson Controls’ Chairman and CEO with respect to the other executive officers.

For the 80% of Mr. McDonald’s AIPP award based on financial metrics, the Legacy Johnson Controls Compensation Committee selected segment income (SINC), return on sales (ROS) and return on assets (ROA) as the measures due to their connection to the company’s strategic plan. For the other NEOs, the full targeted AIPP award was based on business unit performance.

Legacy Johnson Controls used simple weightings for the performance measures by placing specific weighting on each metric for purposes of determining the amounts of the awards earned. In fiscal year 2016, the financial portion of the annual incentive measures had the following weights: 70% SINC, 20% ROS, and 10% ROA. Additionally, the Committee set the percentage for threshold (minimum), target and maximum performance levels that determined the amounts of the award earned. An executive officer could not receive a payout under an

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award if threshold levels for corporate and business unit performance were not met. The portion of the award based on corporate or business unit results varied among the NEOs as follows:

FY 2016 AIPP Decisions

The Legacy Johnson Controls Compensation Committee set the SINC growth thresholds, targets and maximums for fiscal year 2016 using analyst consensus earnings estimates for the S&P 500 and the S&P 500 Industrials. The Compensation Committee set the thresholds, targets and maximums for ROS and ROA relative to Legacy Johnson Controls’ financial strategic plans to ensure it provided competitive incentive compensation based on market competitive performance while continuing to focus on strategic deliverables:

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Actual payout could range from zero to two times the target payout percentage for the financial portion of the AIPP, depending on the achievement of goals, with the potential payments increasing as performance improved (though not above two times the target payout percentage). In fiscal year 2016, the NEOs received 200% of their target award based on business performance, as shown above.

For the discretionary portion of the award based on individual performance, a payout was authorized only if the minimum threshold performance levels under the financial portion were achieved, and the Committee used negative discretion to deliver the intended award amount. In no event could payments under the discretionary portion of the award exceed target.

The table below summarizes fiscal year 2016 AIPP targets and actual awards for the NEOs:

¹ Actual payout amounts are rounded up to the next whole dollar, which may result in a payout amount that exceeds 200% of target by one dollar.

Long-Term Incentive Performance Program (LTIPP)

A key element in the compensation of Legacy Johnson Controls’ executive team was long-term equity incentive awards, which tied a significant portion of compensation to Legacy Johnson Controls’ long-term performance.

In 2016, two types of long-term incentive grants were made to Legacy Johnson Controls’ executive officers, including Mr. McDonald:

Because of the difficulty of setting long-term performance goals that would appropriately take into account the announced spinoff of Adient, the Legacy Johnson Controls Compensation Committee chose to replace performance share unit (PSU) awards with RSU awards for fiscal year 2016.

FY 2016 LTIPP Award Payouts

Executive officers (other than Mr. McDonald, who was granted PSUs in fiscal year 2014) were eligible for a payout under LTIPP cash awards made in fiscal year 2014 that reflected performance over the three-year performance cycle of fiscal years 2014 to 2016. Based on performance relative to the goals that were established for fiscal year 2016, the payout specific to fiscal year 2016 performance was 196% of target based on pre-tax earnings growth and pre-tax return on invested capital (ROIC) that fell above target for the year.

As shown in the table below, the payouts relating to fiscal years 2014 to 2016 were 66.7%, 66.7% and 65.3% of target, respectively. Applying the annual weighting for each year produced an aggregate payout for the LTIPP for the fiscal years 2014 to 2016 performance cycle of 198.7% of target.

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The table below summarizes LTIPP targets and actual awards for Messrs. Foster and Mitchell for the 2014 – 2016 performance cycle:

Due to the Merger, the 2015 – 2017 performance cycle applicable to PSU awards for Mr. McDonald and LTIPP cash awards for Messrs. Foster and Mitchell was “frozen” in fiscal year 2016. In 2015 and 2016 the performance level achieved was 200%. Legacy Johnson Controls decided to apply this achievement result to 2017, which was the final year of the three-year performance period. Payout for this performance cycle will be delivered in December 2017, contingent on the award holder’s continued employment until the vesting date. Each of Mr. McDonald’s PSU awards that was outstanding as of immediately prior to the effective time of the Merger was assumed by the combined company and converted into a time-vesting RSU award respect to a number of combined company ordinary shares equal to the number of shares of Legacy Johnson Controls common stock subject to the Legacy Johnson Controls PSU award. These time-vesting RSU awards will vest in December 2017, contingent on Mr. McDonald’s continued employment until the vesting date.

Stock Option and Restricted Stock Grants

By awarding stock options and restricted stock, Legacy Johnson Controls linked long-term incentives directly to stock price; if the stock price decreased, so did the value of the executive officer’s compensation. Stock options and restricted stock also helped to maintain competitive compensation levels in the market and retain high-performing employees through multi-year vesting requirements. In addition, they captured the movement in share value both before and after the Tyco Merger and our spinoff, with settlement and/or exercise of these grants carried over to Adient.

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Note: These grants are reflected in the Fiscal Year 2016 Grants of Plan-based Awards Table below

Founders Grants

In addition to the regular compensation delivered in fiscal year 2016, and in connection with its decision to divest the Automotive Experience business unit, Legacy Johnson Controls granted RSUs to certain employees, including Messrs. McDonald, Foster and Mitchell, who were asked to stay throughout the divestiture. These RSU awards, called Founders Grants, were also granted to Messrs. Stafeil and Marchuk to make up for compensation they had left behind when they joined Legacy Johnson Controls from other organizations. All grants will vest ratably over three years, encouraging NEOs to stay with Adient through our initial start-up phase to ensure stability as we become a new company.

Note: These grants were issued on October 31, 2016, at a share price of $45.51.

RSU Awards Related to Legacy Johnson Controls Nonqualified Plans

Under Legacy Johnson Controls Nonqualified Deferred Compensation and Retirement Restoration Plans, all amounts under the plans automatically became vested and payable in a lump sum cash payment as a result of any change in control of Legacy Johnson Controls, including the Merger. In connection with the Merger, the Legacy Johnson Controls Compensation Committee implemented a special program for all current employee and retiree participants in these plans, including Messrs. McDonald, Foster and Mitchell. Under the special program each active and retiree participant in these plans received an increase in his or her distribution based on a formula applied consistently across all participants. This special program was intended to partially offset the lost deferral opportunity and the lost opportunity to earn additional supplemental benefits as a result of the Merger. Using the same methodology, Messrs. McDonald, Foster and Mitchell were granted stock awards on September 8, 2016 in lieu of an increased cash distribution. The amounts of these awards are reflected in the Summary Compensation Table for Fiscal 2016 and the Fiscal Year 2016 Grants of Plan-Based Awards Table below.

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Other Legacy Johnson Controls Benefits

Retirement Benefits

401(k) Plan

All Legacy Johnson Controls U.S. employees were eligible for the 401(k) Plan, including executive officers. Participants could contribute up to 25 percent of their compensation on a pre-tax basis; however, executive officers could contribute only up to 6 percent of their compensation. Based on company performance, Legacy Johnson Controls matched 75 percent to 100 percent of each dollar an employee contributed, up to 6 percent of the employee’s eligible compensation.

In addition, Legacy Johnson Controls made a varied annual retirement contribution for eligible employees. The contribution for this group of employees was between 1% and 7% of the participant’s eligible compensation and based on the participant’s age and service. Both the matching contribution and the annual retirement contribution were subject to vesting requirements.

Legacy Johnson Controls also maintained a pension plan, which covered all U.S. salaried employees hired before January 1, 2006. This plan was frozen on December 31, 2014.

Retirement Restoration Plan

The Internal Revenue Code limits the benefits companies can provide to employees under a pension plan and a 401(k) plan. Thus, Legacy Johnson Controls sponsored the Retirement Restoration Plan, which allowed all employees who are affected by these Internal Revenue Code limits to obtain the full intended benefit from the pension and 401(k) plans without regard to such limits. Because benefits under the pension plan were frozen on December 31, 2014, the pension portion of the Retirement Restoration Plan likewise was frozen on December 31, 2014, such that no additional pension restoration benefits could accrue after that date. All employees whose benefits under the pension plan and 401(k) plan, as applicable, were affected by the Internal Revenue Code limits, including executive officers, were eligible for the Retirement Restoration Plan. Under the terms of the Legacy Johnson Controls Retirement Restoration Plan, all amounts deferred (determined based on the actuarial equivalent value) became vested (to the extent not previously vested) upon the Merger were required to be paid out in a lump sum following the consummation of the Merger.

Executive Deferred Compensation Plan

The Executive Deferred Compensation Plan assisted all senior leaders, including executive officers, with personal financial planning by allowing participants to defer compensation and associated taxes until retirement or termination of employment. It also assisted senior leaders in the management of their executive stock ownership requirements. Investment options in the Executive Deferred Compensation Plan mirrored investment options available in the 401(k) Plan. Of our NEOs, only Mr. McDonald participated in fiscal year 2016.

Executive Perquisites

Legacy Johnson Controls provided perquisites to help executive officers be more productive and be efficient, and to provide protection from potential business risks. Perquisites were limited in amount, and Legacy Johnson Controls maintained a strict policy regarding eligibility and use of these benefits.

For fiscal year 2016, Legacy Johnson Controls executive officers — including Mr. McDonald — received personal financial planning, club dues, and personal use of a company airplane. Executive officers were also eligible for three additional perquisites:

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The Legacy Johnson Controls Compensation Committee periodically reviewed competitive market data to ensure that perquisites in the executive compensation program were standard and within market practice.

Messrs. Stafeil and Marchuk became eligible for a perquisite cash allowance equal to 5% of their respective base salaries upon joining Legacy Johnson Controls for the purpose of assuming officer positions within Adient. Both executives received pro-rated reimbursements for the perquisite cash allowance earned between their respective hire dates and September 30, 2016. In addition, Messrs. Foster and Mitchell received limited perquisites in fiscal year 2016 in connection with the new responsibilities they were expected to take on as Adient officers.

Executive Survivor Benefits Plan

Legacy Johnson Controls executive officers hired before September 15, 2009, were eligible for the Executive Survivor Benefits Plan. Under this plan, if a participating executive officer died while he or she was an employee, Legacy Johnson Controls made certain payments to his or her beneficiary. This benefit was offered to executive officers in place of regular group life insurance coverage and any other executive life insurance policy. All benefits under the Executive Survivor Benefits Plan ceased upon retirement or other termination. Executive officers hired after September 15, 2009, participated in Legacy Johnson Controls’ regular group life insurance coverage.

Employment and Change of Control Agreements

Legacy Johnson Controls’ employment agreements with senior executive officers did not include excise tax gross-up payments and included a double-trigger in the event of a change of control, which meant that an executive would not receive termination payments under the employment agreement following a change of control unless Legacy Johnson Controls terminated the executive’s employment without cause or the executive terminates with good reason. The Tyco Merger by its terms did not constitute a change of control under the Legacy Johnson Controls employment agreements and because Mr. McDonald was expected to become Chief Executive Officer of Adient in connection with the spinoff, the Tyco Merger was not treated as a change of control under his employment agreement. Equity awards granted by Legacy Johnson Controls were subject to double-trigger equity vesting in the event of a change of control. Double-trigger equity vesting required both a change of control and executive termination to vest the equity awards. The Tyco merger was treated as a change of control for purposes of equity awards outstanding at the time of the merger.

Adient — Fiscal Year 2017 Compensation Decisions and Actions

As an independent company, Adient will build upon the practices of Legacy Johnson Controls with minor modifications reflective of the automotive industry’s business conditions and executive compensation approach. Our overarching goal is to reward all employees, including our NEOs, for delivering exceptional performance, building shareholder value and helping us achieve our corporate goals.

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Our executive compensation programs align with the following objectives and philosophy:

In determining the best future policies and programs for Adient, our newly formed Compensation Committee of the Board of Directors considered shareholder interests, market best practice, market norms and past Legacy Johnson Controls programs and policies. We target compensation generally at market medians against a set of peer companies of comparable revenue size, while also considering that certain Adient leaders are responsible for the oversight and leadership of our joint ventures, which account for an additional $16 billion of non-consolidated revenue. We let performance against established goals dictate where actual compensation falls versus the market. At times, to reflect skills, experiences and market conditions total compensation for an individual may deviate from market median.

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Elements of our Total Rewards program

The chart below highlights the key elements of our total rewards program and how each linked to executive compensation program objectives:

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Fiscal Year 2017 Compensation Decisions and Programs

Adient’s business is closely tied to the automotive industry, which is highly cyclical and subject to volatile results. Our NEO pay mix and levels for fiscal year 2017 are aligned with market practice, however given the nature of our industry we will continue to evaluate appropriate positioning to market going forward to ensure we are able to engage, motivate and retain key talent, while balancing shareholder interests. The following highlights important compensation practices and decisions made for fiscal year 2017:

Compensation Peer Group

To gauge marketplace compensation levels and practices, Adient’s Compensation Committee approved a Compensation Peer Group consisting of a group of companies that:

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The Adient Compensation Committee reviewed an analysis of compensation practices at these organizations as it considered appropriate pay levels for the NEOs as well as incentive plan design for fiscal year 2017.

Establishing Fiscal 2017 Compensation

In establishing 2017 total direct compensation levels (base pay, annual cash bonus targets and long-term incentive targets), the Adient Compensation Committee reviewed market data from the recently established peer group against the current compensation levels for the newly appointed executive officer team. To reflect their increased responsibilities and to more closely align their pay and incentive targets with market medians, significant increases were approved for Messrs. McDonald, Foster and Mitchell. Since Messrs. Stafeil and Marchuk had been hired into their anticipated roles at market competitive rates, no major adjustments were required for these executives.

Base Salary

When establishing base salaries for Adient NEOs for fiscal year 2017, the Adient Compensation Committee considered an initial guideline at the 50th percentile of the peer group data for comparable roles.

Our NEOs received base salary increases for fiscal year 2017 to better align their pay with compensation paid to executives with comparable responsibility and experience. These salaries went into effect on October 1, 2016, at the beginning of Adient’s fiscal year:

Annual Incentive

The Annual Incentive Performance Plan (AIPP) encourages executive officers to focus on financial performance based on earnings before interest and taxes (EBIT), return on sales (ROS), and net debt reduction (net debt compared to EBITDA). These measures help to ensure Adient concentrates on driving profitable growth, improving margin and paying down debt acquired as part of the spinoff. The Compensation Committee believes focusing on these measures will create long-term shareholder value.

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Adient’s Compensation Committee has set the following targets for each measure. AIPP payouts will range from 0%, if threshold performance is not met, to a maximum of 200% (subject to further adjustment based on individual metrics described below) if actual performance exceeds expectations.

The following table summarizes the fiscal year 2017 AIPP targets and award opportunities for the NEOs:

¹ If at least 85% of the target EBIT financial goal described above is achieved, then the amounts that would otherwise be earned at the actual performance level may be increased by an aggregate of up to 25% based on the metrics described below.

The Adient Management Committee, currently comprising Adient’s top 20 executives (including the NEOs), has an additional set of annual goals with metrics focused on achieving employee diversity, product launch, the implementation of the Adient Manufacturing System (AMS) and driving Adient’s culture and values. The achievement, or lack thereof, of these metrics may move each individual’s annual incentive award up or down a maximum of 25%.

Long Term Incentives

For fiscal year 2017, we are making restricted stock unit (RSU) and performance share unit (PSU) grants. RSUs make up 50% of the long-term incentive award, and PSUs make up the other 50%:

In total, we believe these grants provide a balanced focus on shareholder value creation and retention of key executives over the course of the vesting period. They are also reflective of market practice within our industry. The size of the grants are based on a combination of market practice and the relative importance of the objectives behind each of the grants. The Adient Compensation Committee approved the following grants for fiscal year 2017:

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Note: These grants are not included in the Grants of Plan-based Awards Table below as they are related to fiscal year 2017 compensation and therefore will appear in the fiscal year 2017 proxy statement expected to be filed in early 2018.

Share Ownership Policy

We require executive officers to hold a significant amount of Adient stock. The guidelines below tie NEO compensation to stock performance, since the increase or decrease in our stock price impacts their personal holdings.

These ownership requirements are higher than general market practice, reflecting our culture and demonstrating a strong commitment to our compensation philosophy. Shares that count towards satisfaction of the requirements include shares owned outright by the participant or his or her immediate family members residing in the same household; shares held by the participant in an Adient or affiliate-sponsored 401(k) plan; restricted shares and stock-settled restricted stock units issued to the participant; share units credited to the participant under nonqualified deferred compensation plans; and shares held in trust for the benefit of the participant.

Each participant covered by the ownership requirement on November 7, 2016 must reach their ownership requirement no later than October 1, 2021, which generally provides a five-year “grow in” period. Each employee who first becomes a participant after November 7, 2016 must reach their ownership requirement no later than five years after receiving the initial communication of the requirement.

If a participant is promoted to a position with a higher ownership requirement as a multiple of base salary, that new ownership requirement will be communicated to the participant as soon as practical after the promotion, and the participant will be allowed a new five-year grow in period to reach the additional ownership requirement from the date of the communication. However, this new grow in period for promotion does not eliminate the requirement for the participant to meet the previous ownership requirement.

Participants not meeting their required ownership level within the applicable five-year period:

Compensation Recoupment Policy

Adient has adopted a “clawback” policy that applies to all performance incentives (including PSUs) awarded on or after October 31, 2016. This “clawback” policy serves to increase transparency and discourage executives from engaging in behavior that could potentially harm the Company or its shareholders.

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Under the policy, the Compensation Committee will require all officers (within the meaning of Section 16 of the Securities Exchange Act of 1934) elected by the Board to reimburse us for any overpayments or excess shares delivered under any performance incentives if:

If the event of any accounting restatement that we are required to prepare due to our material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws, we will also seek to recover any compensation received by our CEO and CFO (consistent with Section 304 of the Sarbanes-Oxley Act of 2002). Going forward, we will continue to monitor developments under the Dodd-Frank Act, including with respect to mandatory recoupment of incentive compensation, and will comply with regulations when they are released.

Retirement Benefit Plans

The three retirement plans described below are broadly applicable to all executives, similar to the program in place at Legacy Johnson Controls. Going forward, the Adient Compensation Committee will evaluate the effectiveness of our retirement program and consider changes as needed.

401(k) Plan

All U.S. employees are eligible for the 401(k) Plan, including our NEOs. Participants can contribute up to 25 percent of their compensation on a pre-tax basis; however, executive officers can contribute only up to 6 percent of their compensation. Based on Company performance, we match 75 percent to 100 percent of each dollar an employee contributes, up to 6 percent of the employee’s eligible compensation.

In addition, the Company makes a varied annual retirement contribution for eligible employees, including all NEOs. The contribution is between 1% and 7% of the participant’s eligible compensation and is based on the participant’s age and service. Both the matching contribution and the annual retirement contribution are subject to vesting requirements.

Retirement Restoration Plan

The Internal Revenue Code limits the benefits companies can provide to employees under a 401(k) plan. Thus, Adient will sponsor the Retirement Restoration Plan, which allows all employees who are affected by these Internal Revenue Code limits to obtain the full intended benefit from the 401(k) plan without regard to such limits. All employees whose benefits under the 401(k) plan, as applicable, are affected by the Internal Revenue Code limits, including NEOs, are eligible for the Retirement Restoration Plan. Adient will make an annual retirement income contribution equal to 12% of the executives’ respective base salaries and annual bonus compensation payments (less the amount of any retirement income contributions actually credited to the executives’ accounts in the 401(k) Plan).

Executive Deferred Compensation Plan

The Executive Deferred Compensation Plan assists all senior leaders, including NEOs, with personal financial planning by allowing participants to defer compensation and associated taxes until retirement or termination of employment. It also assists senior leaders in the management of their executive stock ownership requirements. Investment options in the Executive Deferred Compensation Plan mirror investment options available in our 401(k) Plan.

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Severance and Change of Control Agreements

Consistent with market practice, Adient has implemented the following Severance and Change of Control agreements intended to retain the NEOs before and after a change of control and encourage the NEOs to maximize the value of any change of control transaction for shareholders in the long term:

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Perquisite Program

We have adopted a Flexible Perquisites Program that limits the perquisite cash allowance to 5% of base salary. The Company does not reimburse for other expenses such as financial planning, security, club dues, etc. In addition to the cash allowance, other perquisites include:

Executive Survivor Benefit Plan

Adient does not intend to adopt a survivor benefits plan similar to Legacy Johnson Controls’ Executive Survivor Benefits Plan.

Employment Agreements

We do not maintain employment agreements with our NEOs. However, we do maintain arrangements under which the NEOs may become entitled to receive severance benefits upon a qualifying termination of employment, as described above under “Severance and Control of Control Agreements.” Prior to the separation, Legacy Johnson Controls issued offer letters to each of our NEOs (other than Mr. McDonald), and we assumed the offer letters and any obligations thereunder in connection with the separation. Substantially all of the compensation obligations under the offer letters lapsed or were satisfied in fiscal year 2016, except for two cash payments to Mr. Marchuk, each in the amount of $400,000. The first of those payments was made to him in December 2016 and the second will be made in December 2017 if he remains employed by us through the payment date.

Tax and Accounting Rules and Regulations

When determining total direct compensation packages, Adient will consider all factors that may impact financial performance, including tax and accounting rules and regulations under the Section 162(m) of the Internal Revenue Code. The Code limits the Company from deducting compensation in excess of $1 million awarded to the principal executive officer or to the other three highest-paid executive officers (other than the chief financial officer). One exception to the Code is if compensation meets the requirements to qualify as performance-based compensation.

Adient’s compensation philosophy emphasizes performance-based compensation for executive officers, thus minimizing the consequences of the Section 162(m) limitation. We also have taken action to qualify certain executive compensation as performance-based compensation under transition rules provided by Section 162(m) for subsidiaries that become separate publicly traded companies that applied to us in connection with the spinoff. However, going forward the Compensation Committee will retain full discretion to award compensation packages that best attract, retain, and reward successful executive officers. Therefore, the Compensation Committee may award compensation that is not fully deductible under Section 162(m) if the Committee believes it will contribute to the achievement of our business objectives.

EXECUTIVE COMPENSATION TABLES

The following table sets forth information regarding the compensation of the NEOs of Adient in fiscal year 2016: R. Bruce McDonald, Chairman and Chief Executive Officer; Jeffrey M. Stafeil, Executive Vice President and Chief Financial Officer; Neil E. Marchuk, Executive Vice President and Chief Human Resources Officer; Byron S. Foster, Executive Vice President; and Eric S. Mitchell, Executive Vice President. The table includes amounts paid during fiscal year 2016 prior to spin-off by Legacy Johnson Controls. The columns titled “Salary,” ”Bonus,” “Stock Awards” and “Non-Equity Incentive Plan Compensation” include amounts that may be deferred.

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Summary Compensation Table for Fiscal Year 2016

(1) Bonus: For Mr. Marchuk, the amount in column (d) reflects a one-time cash payment paid during first month of employment as a sign-on incentive per his offer letter.

(2) Stock/Unit Awards and Option Awards: The amounts in columns (e) and (f) reflect the fair value of equity awards granted in fiscal 2016, which consisted of restricted stock units (“RSUs”) and stock options. These amounts represent the fair value of the entire amount of the award calculated in accordance with Financial Accounting Standards Board ASC Topic 718, excluding the effect of estimated forfeitures. For RSUs, fair value is computed by multiplying the total number of shares subject to the award by the closing market price of an ordinary share on the date of grant. For stock options, amounts are computed by multiplying the fair value of the award (as determined under the Black-Scholes option pricing model) by the total number of options granted. For Mr. McDonald, the amount shown in column (e) includes $5,051,001 attributable to RSUs granted by JCI in connection with the closing of the Merger involving Legacy Johnson Controls and Tyco to partially offset the loss of deferral opportunity and opportunity to earn additional supplemental benefits as a result of the payment of amounts deferred under the Legacy Johnson Controls Nonqualified Deferred Compensation and Retirement Restoration Plans following the Merger. The value of the RSUs awarded as founders grants as described above under the heading “Founders Grants” are not included in this table because they were granted after the end of fiscal year 2016. Footnote 12 to the audited financial statements for the fiscal year ended September 30, 2016, which appear in Adient’s Annual Report on Form 10-K that was filed with the Securities and Exchange Commission on November 29, 2016, includes assumptions that were used in the calculation of the equity award values.

(3) Non-Equity Incentive Plan Compensation: The amounts reported in column (g) for each NEO reflect annual cash incentive compensation earned in fiscal 2016 (which was based on Company and individual performance in fiscal 2016 and paid in the first quarter of fiscal 2017) as well as, for Messrs. Foster and Mitchell, $333,816 and $397,401, respectively, in payouts received under the fiscal year 2016 LTIPP awards as described in further detail above under the heading “Long-Term Incentive Performance Program (LTIPP) – FY 2016 LTIPP Award Payouts” . Annual incentive compensation is discussed in further detail above under the heading “Annual Incentive Performance Program.”

(4) Change In Pension Value: The amounts reported in column (h) for the NEOs reflect the actuarial increase in the present value of benefits under the qualified defined benefit pension plan established by Legacy Johnson Controls, determined as of the measurement dates used for financial statement reporting purposes for fiscal year 2016 and using interest rate and other assumptions consistent with those reflected in Adient’s audited financial statements for the fiscal year ended September 30, 2016. The value that an executive will actually receive under these benefits will differ to the extent facts and circumstances vary from what the calculations assume. Changes in the present value of the NEO’s benefits are the result of the assumptions applied (as discussed in the footnotes to the “Pension Benefits as of September 30, 2016” table below). No NEO received preferential or above market earnings on nonqualified deferred compensation.

(5) All Other Compensation: The amounts shown for Mr. McDonald include a $4,513,275 payment from the pension component of the Legacy Johnson Controls Retirement Restoration Plan that was triggered by the Merger involving Legacy Johnson Controls and Tyco, a vehicle lease amount of $16,183, $21,600 in financial planning fees, $2,933 for personal aircraft use, $36,227 in club dues and $380,259 in company matching contributions under the Legacy Johnson Controls Retirement Restoration Plan. The amount shown for Mr. Stafeil includes $13,443 in perquisite reimbursements. The amount shown for Mr. Marchuk includes $22,500 in perquisite reimbursements. The amounts shown for Mr. Foster include a $722,406 payment from the pension component of the Legacy Johnson Controls Retirement Restoration Plan that was triggered by the Merger involving Legacy Johnson Controls and Tyco, $7,741 in club dues and $43,301 in company matching contributions under the Legacy Johnson Controls Retirement Restoration Plan. The amounts shown for Mr. Mitchell include a $474,938 payment from the pension component of the Legacy Johnson Controls Retirement Restoration Plan that was triggered by the Merger involving Legacy Johnson Controls and Tyco, $31,994 in relocation fees and $21,784 in company matching contributions under the Legacy Johnson Controls Retirement Restoration Plan.

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Grants of Plan-Based Awards Table for Fiscal Year 2016

The following table summarizes cash-based and equity-based awards for each of the Company’s NEOs that were granted with respect to fiscal 2016. Share amounts included in the table reflect the number of Legacy Johnson Controls shares that were subject to the award, for awards made prior to the Merger involving Legacy Johnson Controls and Tyco, or the number of JCI shares that were subject to the award, for awards made after the Merger involving Legacy Johnson Controls and Tyco.

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(1) These columns show the range of potential payouts for annual incentive performance awards that we describe in the section titled “Annual Incentive Performance Program (AIPP)” in the Compensation Discussion and Analysis. Actual payout amounts are rounded up to the next whole dollar, which may result in a payout amount that exceeds 200% of target by one dollar.

(2) No performance-based share units were granted to Adient’s NEOs in fiscal year 2016.

(3) The amounts shown in this column with respect to awards granted on October 7, 2015 reflect the number of shares of restricted stock that were granted to each NEO pursuant to the Legacy Johnson Controls 2012 Omnibus Incentive Plan. These grants vest 100% on the third anniversary of the grant, contingent on the NEO’s continued employment (except in the case of retirement). The amount(s) shown in this column with respect to award(s) granted on September 8, 2016 reflect the number of shares subject to RSUs that were granted to Mr. McDonald by JCI in connection with the closing of the Merger involving Legacy Johnson Controls and Tyco to partially offset the loss of deferral opportunity and opportunity to earn additional supplemental benefits as a result of the payment of amounts deferred under the Legacy Johnson Controls Nonqualified Deferred Compensation and Retirement Restoration Plans following the Merger. This grant vests 100% on the third anniversary of the grant, contingent on Mr. McDonald’s continued employment (except in the case of retirement).

(4) The amounts shown in this column reflect the number of stock options that were granted to each NEO pursuant to the Legacy Johnson Controls 2012 Omnibus Incentive Plan. The stock options vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, contingent on the NEO’s continued employment (or earlier retirement), and expire, at the latest, on the tenth anniversary of the grant date.

(5) The fiscal year 2016 stock option grants to the NEOs were awarded with an exercise price per share equal to the closing stock price on the date of grant.

(6) Amounts reflect the grant date fair value determined in accordance with FASB ASC Topic 718. Footnote 12 to the audited financial statements for the fiscal year ended September 30, 2016, which appear in JCI’s Annual Report on Form 10-K that was filed with the Securities and Exchange Commission on November 23, 2016, includes assumptions that were used in the calculation of the equity award values.

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Outstanding Equity Awards at 2016 Fiscal Year-End Table

The following table shows, for each of the NEOs, all JCI equity awards that were outstanding as of September 30, 2016. Dollar amounts are based on the NYSE JCI closing per share price of $46.53 for the Company’s ordinary shares on September 30, 2016. Outstanding equity awards were not converted to Adient until the completion of the spin-off from JCI on October 31, 2016.

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(1) We granted options listed in this column ten years prior to their respective expiration dates. The options vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, contingent on continuous employment (or earlier retirement).

(2) Restricted stock and RSU vesting dates are as follows:

(3) We have calculated the market value of shares of stock that have not vested using the September 30, 2016 closing market price for an ordinary share, which was $46.53. Performance for fiscal year 2015 and 2016 was above target; therefore, the maximum amounts are shown.

Option Exercises and Stock Vested During Fiscal Year 2016

The following table provides information about stock options that our NEOs exercised and restricted stock that vested in fiscal year 2016.