Independent
Tenure on this board
15.7 yrs
8 nominees · 3 ballot items.
Elect eight directors; ratify Deloitte & Touche LLP as independent auditor for 2026; and provide an advisory (non-binding) approval of the Company’s executive compensation (say-on-pay).
Elect eight director nominees named in the proxy statement to hold office until the next annual meeting of stockholders.
Ratify the appointment of Deloitte & Touche LLP as Visteon’s independent registered public accounting firm for the year ending December 31, 2026.
Provide non-binding, advisory approval of the Company’s executive compensation as disclosed in the 2026 Proxy Statement.
This management‑sponsored advisory proposal asks shareholders to approve, on a non‑binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement. Management is seeking this advisory approval to validate its executive compensation design and to signal to stakeholders that the pay programs are aligned with company strategy and shareholder interests; the Board will consider the vote outcome when making future compensation decisions. The Company emphasizes a strong pay‑for‑performance philosophy: a substantial majority of NEO target pay is variable and at‑risk (annual incentives and multi‑year PSUs tied to rTSR and ROIC) to align management outcomes with shareholder returns and operational efficiency. The proxy discloses that the 2025 program paid annual incentives at 145% of target and that the 2025 PSUs incorporate dual metrics (rTSR and ROIC) after stockholder feedback seeking broader performance measures. Management argues that governance features—majority voting for directors, proxy access, robust stock ownership guidelines, a clawback policy, double‑trigger change‑in‑control protections, and independent committee oversight—mitigate incentive misalignment and risk. The Board recommends a vote FOR, presenting the advisory vote as an opportunity for shareholders to endorse the pay structure and noting that about 89% support was received for the prior year’s say‑on‑pay, reflecting broad investor approval. Opposing considerations implicit in the filing include the advisory nature of the vote (non‑binding) and the potential for disagreements over quantum of pay, metric selection, or realized CEO pay versus TSR; management addresses these by emphasizing multi‑metric PSUs and continued engagement with large holders and proxy advisors. The recommendation rationale highlights that the Organization and Compensation Committee used an independent consultant, reviewed peer practices, and adjusted incentive design (adding ROIC) in response to investor feedback, positioning the program as responsive and market‑aligned. Given these factors, the Board frames the proposal as supporting long‑term value creation while retaining flexibility to refine compensation in light of future stockholder feedback and performance outcomes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AMERICAN CENTURY COMPANIES INC | 8.39% | 2,240,201 | $204M |
| 2 | BlackRock, Inc. | 7.90% | 2,109,084 | $192M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.35% | 1,426,841 | $130M |
| 4 | T. Rowe Price Investment Management, Inc. | 5.16% | 1,377,479 | $126M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.99% | 1,332,457 | $121M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.48% | 1,195,376 | $109M |
| 7 | VICTORY CAPITAL MANAGEMENT INC | 4.19% | 1,118,167 | $102M |
| 8 | STATE STREET CORP | 4.10% | 1,094,307 | $100M |
| 9 | BlackRock, Inc. | 3.57% | 953,439 | $87M |
| 10 | Invesco Ltd. | 3.27% | 872,585 | $80M |
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