Garrett Motion Inc.
For the period ended May 22, 2025. Filed Apr 9, 2025.
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May 22, 2025 · Filed Apr 9, 2025
Contents
Determination of Process
Our Talent Management and Compensation Committee oversaw and administered our executive compensation program for 2024, with input from our management team and an independent compensation consultant.
Process and Timeline for Designing and Delivering Compensation
The Talent Management and Compensation Committee is responsible for evaluating programs and processes for annual and long-term executive compensation and for assessing the organizational structure and the development of our executives. The Talent Management and Compensation Committee follows a robust process to review and propose to the Board for approval all compensation decisions regarding the NEOs. These decisions are based on peer group and market data and are supported by the review and advice of an independent compensation consultant.
Role of Management
To assist the Talent Management and Compensation Committee in making its determination, our Chief Executive Officer provides recommendations annually to the Talent Management and Compensation Committee regarding the compensation of all other NEOs (i.e., other than himself) based on the Company's overall performance for the period and his assessment of the individual contributions of each of the other NEOs to our success. Our NEOs play no role in their own compensation determinations other than to discuss their performance with our Chief Executive Officer, or in the case of the Chief Executive Officer, with the Talent Management and Compensation Committee and the Non-Executive Chair of the Board.
Our senior management also supports the Talent Management and Compensation Committee by developing recommendations for specific award designs, including metric assessment, performance goal-setting, and program administration. While members of our senior management may attend the meetings of the Talent Management and Compensation Committee, they do not attend executive sessions or any portion of meetings during which their own compensation is discussed.
Role of Independent Compensation Consultant
The Talent Management and Compensation Committee retains Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant. Meridian assists the Talent Management and Compensation Committee in its evaluation of the compensation provided to our Chief Executive Officer and other NEOs and the design of such executive compensation programs. Meridian attends Talent Management and Compensation Committee meetings throughout the year and provides information, research, and analysis pertaining to executive compensation and governance as requested by the Talent Management and Compensation Committee and the Board. Other than advising the Talent Management and Compensation Committee and senior management, as described above, Meridian did not provide any services to the Company in 2024. The Talent Management and Compensation Committee has considered the independence of Meridian, consistent with the requirements of Nasdaq, and has determined that Meridian is independent. Further, pursuant to the U.S. Securities and Exchange Commission (SEC) rules, the Talent Management and Compensation Committee conducted a conflicts of interest assessment and determined that there is no conflict of interest resulting from working with Meridian. The Talent Management and Compensation Committee intends to reassess the independence of its advisor at least annually.
36 Garrett Motion Inc.
Executive Compensation Peer Group
In 2023, Meridian worked with the Talent Management and Compensation Committee and senior management to review the Garrett compensation peer group of companies to be used for market comparison purposes in terms of executive pay levels and practices for fiscal year 2024. Meridian assessed our peer group against the following characteristics, which are consistent with criteria historically reviewed:
| • | Size (revenue, enterprise value and market cap); |
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| • | Industry; |
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| • | Primary location and global presence; |
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| • | Global scope of operations; |
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| • | Business model and fit; and |
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| • | Key players in fast growing electrified vehicle space; |
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The Talent Management and Compensation Committee was careful to construct a group based on the considerations above that captures Garrett’s global presence and talent market as well as its unique business dynamics. As a company listed in the U.S. but with a co-headquarters in Europe that attracts talent globally, we included both U.S. and European companies. Our 2024 peer group consisted of the following companies:
| Company Name | Exchange | Country of HQ | Primary Industry Classification | Revenue(1) ($Mil) | Enterprise Value ($Mil)(2) | Market Cap ($Mil)(2) | Employee Count(2) |
|---|---|---|---|---|---|---|---|
| US-Listed | |||||||
| Allison Transmission Holdings, Inc. | NYSE | US | Construction Machinery & Heavy Trucks | $3,225 | $10,974 | $9,360 | 4,000 |
| American Axle & Manufacturing Holdings, Inc | NYSE | US | Automotive Parts & Equip. | $6,125 | $2,963 | $685 | 19,000 |
| Autoliv, Inc. | NYSE | Sweden | Automotive Parts & Equip. | $10,390 | $9,268 | $7,289 | 59,332 |
| BorgWarner Inc. | NYSE | US | Automotive Parts & Equip. | $14,086 | $9,887 | $6,952 | 38,300 |
| Cooper-Standard Holdings Inc. | NYSE | US | Automotive Parts & Equip. | $2,731 | $1,320 | $235 | 19,500 |
| Dana Incorporated | NasdaqGS | US | Automotive Parts & Equip. | $10,284 | $4,510 | $1,676 | 39,600 |
| Gentex Corporation | NYSE | US | Automotive Parts & Equip. | $2,313 | $6,339 | $6,534 | 6,245 |
| Modine Manufacturing Company | NYSE | US | Automotive Parts & Equip. | $2,540 | $6,515 | $6,087 | 11,400 |
| Sensata Technologies Holding plc. | NYSE | US | Elec. Comp. & Equip. | $3,933 | $6,790 | $4,098 | 18,000 |
| The Timken Company | NYSE | US | Industrial Machinery | $4,573 | $7,093 | $5,004 | 19,000 |
| Visteon Corporation | NasdaqGS | US | Automotive Parts & Equip. | $3,886 | $2,420 | $2,450 | 10,000 |
| Non-US Listed | |||||||
| Autoneum Holding AG | SWX | Switzerland | Automotive Parts & Equip. | $2,684 | $1,241 | $693 | 15,813 |
| ElringKlinger AG | DB | Germany | Automotive Parts & Equip. | $1,997 | $628 | $266 | 9,589 |
| HELLA GmbH & Co. KGaA | DB | Germany | Automotive Parts & Equip. | $8,875 | $9,866 | $9,867 | 37,040 |
| Martinrea International Inc. | TSX | Canada | Automotive Parts & Equip. | $3,819 | $1,721 | $657 | 18,000 |
| Tl Fluid Systems plc | LSE | UK | Automotive Parts & Equip. | $3,715 | $1,675 | $951 | 27,600 |
| (1) | Amounts in this column reflect trailing 12-month data as of February 26, 2025. |
| (2) | Amounts in this column reflect data as of December 31, 2024. |
In May 2024, the Talent Management and Compensation Committee expanded the executive compensation peer group by incorporating three additional companies: Dowlais Group plc, Linamar Corporation, and PHINIA Inc. This enhanced peer group was utilized in the determination of executive compensation levels and practices for fiscal year 2025.
2025 Proxy Statement 37
The Talent Management and Compensation Committee intends to continually evaluate the peer group to ensure that it remains an appropriate market reference going forward and continues to suit our business needs.
In addition to reviewing information regarding the peer group, our Talent Management and Compensation Committee also leverages broader market survey and data sources to guide the establishment of our executive compensation programs.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.