Independent
Tenure on this board
5.1 yrs
Also a director at
Indivior Pharmaceuticals Inc (INDV)
8 nominees · 3 ballot items.
Vote to elect eight directors; ratify Deloitte SA as independent registered public accounting firm for 2026; and approve, on an advisory (non-binding) basis, the 2025 compensation of the named executive officers (Say-on-Pay).
Elect eight director nominees to the Board of Directors to serve one-year terms ending at the 2027 annual meeting of shareholders.
Ratify the Audit Committee’s appointment of Deloitte SA as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the 2025 compensation of Garrett Motion’s named executive officers as disclosed in the proxy statement.
This non-binding Say-on-Pay proposal asks shareholders to approve the Company’s 2025 executive compensation as disclosed in the proxy statement. Management seeks shareholder approval to validate its pay-for-performance design, which includes base salaries, a Short-Term Incentive Compensation Plan (ICP) tied 75% to company financial metrics (Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Free Cash Flow Conversion) and 25% to individual goals, and a Long-Term Incentive (LTI) structure of PSUs and RSUs that vests based on multi-year relative TSR and operational metrics (cumulative Adjusted EBITDA, Adjusted EBITDA Margin and New Growth Vectors/NGV adoption). The Board emphasizes governance features—independent oversight by the Talent Management & Compensation Committee, independent compensation consultant engagement, clawback policy, stock ownership guidelines, double-trigger change-in-control protections, and no excise tax gross-ups—to justify alignment with shareholder interests. The proposal is advisory and non-binding; however, the Board commits to consider the vote outcome in future compensation decisions. Contextually, the Company reported solid 2025 financial results (net sales, Adjusted EBIT and free cash flow) and high prior say-on-pay support (~99% in 2025), which management cites as evidence of shareholder alignment. The LTI metrics and PSU design reflect a shift to metrics aligned with reported results (for 2026 PSUs, Adjusted EBIT and Adjusted EBIT Margin replace Adjusted EBITDA), indicating responsiveness to reporting practices and investor focus. The Board’s recommendation for a FOR vote is grounded in the belief that the compensation framework incentivizes sustainable profitable growth, executive retention, and alignment with long-term shareholder value while preserving rigorous governance controls and oversight.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | OAKTREE CAPITAL MANAGEMENT LPActivist | 7.8% | 14,594,816 | $265M |
| 2 | FULLER THALER ASSET MANAGEMENT, INC. | 5.8% | 10,897,535 | $198M |
| 3 | LSV ASSET MANAGEMENT | 3.9% | 7,255,309 | $132M |
| 4 | BlackRock, Inc. | 3.4% | 6,293,179 | $114M |
| 5 | Gates Capital Management, Inc. | 3.2% | 5,935,638 | $108M |
| 6 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 3.1% | 5,762,697 | $105M |
| 7 | FMR LLC | 3.1% | 5,710,205 | $104M |
| 8 | BlackRock, Inc. | 2.6% | 4,816,393 | $88M |
| 9 | STATE STREET CORP | 2.2% | 4,165,550 | $76M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 3,907,025 | $71M |
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