Garrett Motion Inc

For the period ended May 29, 2024. Filed Apr 12, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 29, 2024 · Filed Apr 12, 2024

GTX$20.13+4.0%Stored close · as of Nov 6, 2026

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Contents

PROXY STATEMENT SUMMARYi

This section summarizes and highlights certain information contained in this proxy statement, but does not contain all the information that you should consider when casting your vote. Please review the entire proxy statement as well as our annual report to stockholders for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) carefully before voting.

This proxy statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

Proposal 1		Board Recommendation and Page No.
Election of nine directors for a one-year term ending at the 2025 Annual Meeting of stockholders		The Board recommends a vote “FOR” each of the Board’s nominees
	See “Proposal One—Election of Directors” beginning on page 6 of this proxy statement

Directors and Director Nominees

· · · · · · · · · Committee Membership ·
	Name	Primary Occupation	Age*	Independent	A	C	G	F
· Director Nominees · · · · · · · · · · · · · · ·
	Daniel Ninivaggi (Non-Executive Chairman)	Retired, Formerly Icahn Enterprises Executive	59	•			•	CHAIR
	Paul Camuti	Executive Vice President, Chief Technology and Sustainability Officer, Trane Technologies	62	•
	Joachim Drees	Managing Director, JD Invest & Advisory GmbH and Drees Beteiligungs GmbH	59	•
	Kevin Mahony	Managing Director, Centerbridge	36	•		•		•
	D’aun Norman	Retired, Formerly Partner, EY	57	•	•+		•
	Olivier Rabiller	President and Chief Executive Officer, Garrett	53					•
	Robert Shanks	Retired, Formerly Vice President and CFO, Ford Motor Company	71	•	CHAIR+	•
	Julia Steyn	Chief Commercial Officer, VectoIQ	48	•	•	CHAIR
	Steven Tesoriere	Managing Director, Oaktree	46	•			CHAIR	•
	Director Not Standing for Re-Election
	Tina Pierce	Vice President and Chief Financial Officer, Honeywell Industrial Automation	57	•

	CHAIR = Committee Chair + = Audit Committee Financial Expert A = Audit Committee
	C = Talent Management and Compensation Committee F = Finance Committee G = Nominating and Governance Committee

Ages are as of April 12 , 2024

Garrett Motion Inc.			i

Director Nominee Highlights

One of the primary functions of our Board is to oversee management’s performance on behalf of our stockholders, to ensure the long-term interests of our stockholders are being served. It is therefore essential that the Board be comprised of directors who are qualified to effectively support our growth and commercial strategy. We believe that our nominees for director bring a well-rounded variety of experience, industry backgrounds and diversity to the Board, and represent an effective mix of skills and perspectives to meet the challenges of our commercial and strategic goals.

Independence and Expertise of Our Director Nominees

	8 of 9 Director nominees are independent
	2 of 3 Audit Committee members are financial experts

Balanced Mix of Skills, Qualifications and Experience of Our Director Nominees

Board and Committee Meeting Attendance Rate

	75%			All of our incumbent directors attended at least 75% of Board meetings and the meetings of the committees on which they served in 2023 that were held during the period of such director’s service.

Corporate Governance Highlights

Garrett is committed to good governance practices that protect and promote the long-term value of the Company for its stockholders. The Board regularly reviews our governance practices to ensure they reflect the evolving governance landscape and appropriately support and serve the best interests of the Company and its stockholders.

	Independent Oversight			8 of 9 director nominees are independent 8 of 9 directors currently serving are independent Non-Executive Chairperson of the Board Regular executive sessions of non-employee directors at Board meetings (chaired by Non-Executive Chairperson) and committee meetings (chaired by independent committee chairs) Fully independent Audit, Talent Management and Compensation, and Nominating and Governance Committees Active Board and committee oversight of the Company’s strategy and risk management
	Board Effectiveness			Directors possess deep and diverse set of skills and expertise relevant to oversight of our business operations and strategy Annual assessment of director skills and commitment to director refreshment to ensure Board meets the Company’s evolving oversight needs The Board oversees risk management, reviewing and advising management on significant risks facing the Company, and fostering a culture of integrity and risk awareness 33% of director nominees are diverse Highly engaged Board with all incumbent directors having attended at least 75% of the meetings of the Board and committees on which they served during 2023 that were held during the period of such director’s service Annual Board and committee self-evaluations Non-employee directors serve until the next annual meeting of stockholders following their 75th birthday, unless otherwise determined by the Board Board has adopted a policy on continuing director education
	Stockholder Rights			Proxy access Majority voting for directors in uncontested elections Resignation policy for directors who do not receive a majority of the votes cast One class of voting stock, with each share of common stock entitled to one vote No poison pill No supermajority voting provisions No fee-shifting provisions

Garrett Motion Inc.			iii

	Good Governance Practices			All directors are elected annually for one-year terms Development and regular review of succession plans for Chief Executive Officer and members of senior management Clawback policy for executive officers Board committees have sole discretion to retain and terminate independent third-party advisors, and to set such advisors’ terms of engagement including compensation Code of Business Conduct applicable to all employees, officers and directors Ethics training annually for all employees Securities Trading Policy prohibits hedging and pledging by directors and executive officers, and prohibits short sales and buying or selling puts, calls, options or other derivative securities of the Company by directors, officers and employees Stock ownership guidelines for directors and named executive officers Responsible corporate citizenship and environmental initiatives In 2023, reviewed our by-laws and charter for consistency with market practice and good governance, and recommended certain changes including the charter amendments proposed in this proxy statement

Proposal 2	Board Recommendation and Page No.
Ratification of the appointment of Deloitte SA as our independent registered public accounting firm for the fiscal year ending December 31, 2024		The Board recommends a vote “FOR” this proposal
	See “Proposal Two—Ratification of Appointment of Independent Registered Public Accounting Firm” beginning on page 67 of this proxy statement

Proposal 3	Board Recommendation and Page No.
Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers (“Say-on-Pay Vote”)		The Board recommends a vote “FOR” this proposal
	See “Proposal Three—Approval, on an Advisory (Non-Binding) Basis, of the Compensation of Our Named Executive Officers (“Say-on-Pay Vote”)” beginning on page 69 of this proxy statement and “Compensation Discussion and Analysis” beginning on page 27 of this proxy statement

Executive Compensation Highlights

Our overall compensation program is structured to attract, motivate and retain highly qualified executive officers by paying them competitively, consistent with our success and their contribution to that success. Our ability to excel depends on the skill, creativity, integrity and teamwork of our employees. We believe compensation should be structured to reward short-term and long-term business results and exceptional performance, and most importantly, maximize stockholder value. Going forward, we remain committed to maintaining disciplined compensation governance processes by periodically reassessing our incentive structures and making necessary changes in light of evolving market practices and changes in our own business goals and strategy. The broader objectives of our 2023 compensation program included:

•	Pay-for-performance by tying variable compensation to achievement of Company and individual goals;

•	Selecting performance metrics that reflect the commitments the Company made to its financial stakeholders, which include driving profitable top-line growth as well as developing and implementing a balanced capital allocation framework;

•	Aligning executives’ interests with those of stockholders by having a significant portion of our executive officers’ total compensation delivered in the form of stock-based incentives; and

•	Adhering to good governance principles in setting compensation programs and policies.

2024 Executive Compensation Program

In designing our executive compensation program for 2024, the Talent Management and Compensation Committee built on the guiding principles of our 2023 compensation program, including a pay-for-performance philosophy, strong governance practices and aligning interests with those of our stockholders. In particular, the Talent Management and Compensation Committee focused on designing an incentive-based compensation program that aims to align our executive officers’ compensation opportunities with achievement of the Company’s short- and long-term business goals.

The following are certain key highlights of our 2024 executive compensation program:

	Commitment to Pay-for-Performance Incentive Program			75% of our annual Short-Term Incentive Compensation Plan (“ICP”) for 2024 is based on pre-established objective Company performance criteria, the remaining 25% is determined by the Talent Management and Compensation Committee based on achievement of individual performance goals. Individual payout amounts for our NEOs (excluding our CEO) are recommended by our Chief Executive Officer based on achievement of individual performance goals and approved by the Talent Management and Compensation Committee and by the Board. Individual payout levels for our CEO are allocated and approved by the Talent Management and Compensation Committee and by the Board. Company performance criteria for the 2024 ICP include Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Free Cash Flow Conversion goals, reflecting our strategy of driving profitable top-line growth and using our strong cash flow to invest in new product innovation, deleverage and return capital to shareholders. Performance goals were set at challenging levels that will require the Company to achieve significant operational and financial targets as well as develop organic growth priorities.
	Strong Compensation Governance			Stock ownership guidelines for executives and directors, including a requirement of 5x base salary for the Chief Executive Officer. Double-trigger change-in-control provisions and no excise tax gross-ups. Anti-hedging and anti-pledging policy that prohibits executives and directors from pledging or hedging our securities. We maintain a clawback policy that requires certain cash and equity incentive compensation to be repaid to the Company by its executive officers in the event the Company is required to prepare an accounting restatement that would have resulted in an overpayment.

Garrett Motion Inc.			v

Proposal 4	Board Recommendation and Page No.
Approval of an amendment to our Certificate of Incorporation to lower the stockholder vote required to remove directors and amend the by-laws of the Company, and to make other non-substantive amendments including to remove obsolete provisions and make conforming changes		The Board recommends a vote “FOR” this proposal
	See “Proposal 4—Approval of an amendment to our Certificate of Incorporation to lower the stockholder vote required to remove directors and amend the by-laws of the Company, and to make other non-substantive amendments including to remove obsolete provisions and make conforming changes” beginning on page 70 of this proxy statement

Proposal 5	Board Recommendation and Page No.
Approval of an amendment to our Certificate of Incorporation to provide for officer exculpation to the extent permitted under Delaware law		The Board recommends a vote “FOR” this proposal
	See “Proposal 5—Approval of an amendment to our Certificate of Incorporation to provide for officer exculpation to the extent permitted under Delaware law” beginning on page 72 of this proxy statement

Proposal 6	Board Recommendation and Page No.
Approval of an amendment to our Certificate of Incorporation to permit stockholders to call special meetings		The Board recommends a vote “FOR” this proposal
	See “Proposal 6—Approval of an amendment to our Certificate of Incorporation to permit stockholders to call special meetings” beginning on page 74 of this proxy statement

La Pièce 16

Rolle, Switzerland 1180

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