GTX Garrett Motion Inc

PROPOSAL ONE—ELECTION OF DIRECTORS

The Board has nominated Daniel Ninivaggi, Olivier Rabiller, D’aun Norman, John Petry, Tina Pierce, Robert Shanks, Steven Silver, Julia Steyn and Steven Tesoriere as director nominees for election at the Annual Meeting.

		Our Board unanimously recommends that you vote “FOR” the election of each of Daniel Ninivaggi, Olivier Rabiller, D’aun Norman, John Petry, Tina Pierce, Robert Shanks, Steven Silver, Julia Steyn and Steven Tesoriere as directors.

Our Board is currently comprised of nine directors. As described in our Second Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) all director nominees will stand for election for one-year terms that expire at the following year’s annual meeting.

If you return a duly executed proxy card without specifying how your shares are to be voted, the persons named in the proxy card will vote to elect all nine nominees as directors. Each nominee currently serves on our Board and each has indicated their willingness to continue to serve if elected. However, if any director nominee should be unable to serve, or for good cause will not serve, the shares of voting stock represented by proxies may be voted for a substitute nominee designated by our Board. Our Board has no reason to believe that any of the nominees will be unable to serve if elected.

Director Resignation Policy

In accordance with our Third Amended and Restated By-laws (our “Bylaws”) and our Corporate Governance Guidelines, upon appointment, election or re-nomination to the Board, directors must agree to submit an irrevocable resignation effective upon the director’s failure to receive a majority of the votes cast in an uncontested election. If a director fails to receive a majority of votes cast, the Board will have 90 days from the date the election results are certified to make a decision whether to accept or reject the resignation. Once the Board makes its decision, the Company will promptly make a public announcement of the Board’s decision. If the Board rejects the resignation, the public announcement will include a statement regarding the reasons for its decision. The Chair of the Nominating and Governance Committee of the Board or, in the event the Chair of the Nominating and Governance Committee did not receive a majority of the votes cast, the independent directors who did receive a majority of the votes cast, has the authority to manage the Board’s review of the resignation. Any director whose resignation is being considered will not participate in any deliberations or vote on whether to accept or reject their own resignation.

    6

 

The biographies of each of our current directors, who are also our director nominees, are included below. Each of the biographies also highlights specific experience, qualifications, attributes and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board exemplifies the highest standards of personal and professional integrity and the requisite skills and characteristics, leadership traits, work ethic and independence to provide effective oversight.

7    

Director Biographies

All director nominees to be elected at the 2022 Annual Meeting (subsequent terms to expire in 2023)

    8

9    

    10

11    

None of our directors or executive officers serving during 2021 is or was related by blood, marriage or adoption to any other such director or executive officer.

As described below under “Certain Relationships and Related Person Transactions”, in connection with the Company’s Emergence, the Company entered into to the Investor Rights Agreement and adopted a certificate of designations for the Company’s Series B preferred stock, each of which provides certain investors in the Company with the right to nominate directors to the Board, subject to certain conditions. Pursuant to the Investor Rights Agreement, Steven Silver, Julia Steyn and Robert Shanks were designed as director nominees by Centerbridge, Steven Tesoriere, Daniel Ninivaggi and D’aun Norman were designated as director nominees by Oaktree, and John Petry was designated as a director nominee by the Additional Investors (as defined below). Additionally, pursuant to the certificate of designations of the Company’s Series B preferred stock, Tina Pierce was designated as a director nominee by Honeywell.

    12

13    

Director Independence

Our Board has determined that each of our directors listed below meet the applicable criteria for independence established by Nasdaq. Olivier Rabiller is not an independent director under Nasdaq rules due to his employment as our Chief Executive Officer and President, and we have determined that Tina Pierce is not an independent under Nasdaq rules due to her employment by Honeywell, with whom we have various contractual arrangements and have made certain payments as described under “Certain Relationship and Related Person Transactions” on page 57 of this proxy statement.

In arriving at the foregoing independence determinations, the Board reviewed and discussed information provided by the directors with regard to each director’s business and personal activities and any relationships they have with us and our management.

We have also determined that from January 1, 2021 to the date of this proxy statement, each of the following past directors was independent while serving on our Board, according to our Corporate Governance Guidelines and the criteria for independence established by applicable listing standards: Messrs. Carsten J. Reinhardt, Jerome Stoll and Scott A. Tozier, and Mses. Maura J. Clark, Courtney M. Enghauser and Susan L. Main.

Board Leadership Structure

We do not have any fixed rule as to whether our Chairperson and Chief Executive Officer positions should be separate, or whether our Chairperson should be an employee or elected from among non-employee directors. We believe that it is in the best interests of the Company to have the flexibility to evaluate its leadership structure over time as part of Garrett’s ongoing succession planning process. In the event that, in the future, the Chairperson of the Board is not an independent director, our Corporate Governance Guidelines provide that an independent “Lead Director” will be elected from among the independent directors.

The Board has determined that the best leadership structure for Garrett at this time is to separate the positions of Chairperson and Chief Executive Officer, with an independent Chairperson leading the Board. We believe this structure enhances the Board’s ability to exercise independent oversight of management as Garrett navigates the early stages of life as an independent public company. During this crucial and transformative period, the duties of Chairperson of the Board and Chief Executive Officer are particularly demanding.

Board Meetings and Attendance

Board members are expected to prepare for, attend and participate in all meetings of the Board and committees on which they serve. During the fiscal year ended December 31, 2021, there were 21 meetings of the Board, 11 of which took place following our Emergence. During 2021, each incumbent director attended at least 75% of the aggregate of the total number of Board meetings and committee meetings on which he or she then served that were held during the period of such director’s service. We do not maintain a formal policy regarding director attendance at the annual meeting; however, it is expected that, absent compelling circumstances, directors will attend. We did not hold an annual meeting in 2021 due to our Emergence.

Executive Sessions of Non-Employee Directors

As provided in the Corporate Governance Guidelines, the Board holds executive sessions of its non-employee directors on at least a quarterly basis, including at least one executive session of independent directors annually. Over the course of each year, the topics of discussion in executive sessions of non-employee directors will include

    14

management performance and succession plans, Board compliance with the Company’s corporate governance policies and the needs of the Board. Daniel Ninivaggi, the independent Chairperson of the Board, currently presides over executive sessions. Our Corporate Governance Guidelines provide that, if we have a Lead Director, the Lead Director will preside over executive sessions.

Director Orientation and Continuing Education

The Board views orientation and continuing education as vital tools for building an effective Board. We provide all new directors, upon joining the Board, with an orientation session regarding the Board and the Company’s operations. The orientation consists of presentations by members of senior management on the Company’s strategic plans, financial statements and key issues, policies and practices. We also periodically provide materials, updates and presentations, including in regular Board and committee meetings, or provided by qualified third parties, to all directors on issues and subjects that assist them in fulfilling their responsibilities, such as key industry developments and the competitive landscape. The Board also periodically visits our facilities around the globe. In 2021, the Board adopted a formal policy on director education articulating the Board’s belief that our stockholders are best served by a Board comprised of individuals who are well versed in modern principles of corporate governance and other subject matters relevant to their board service, and who thoroughly comprehend the roles and responsibilities of an effective board in the oversight of the Company. This policy provides for the reimbursement to directors of certain expenses associated with directors’ attendance at seminars, conferences and other continuing education programs designed for directors of public companies.

Board Refreshment

The Board will regularly assess its composition to identify the qualifications and skills that directors and candidates should possess. To promote thoughtful Board refreshment, we have:

We believe that, over time, the Board will benefit from a mix of new directors, who will bring fresh ideas and viewpoints, and longer-serving directors who will have developed deep insight into the Company’s business and operations.

Comprehensive, Ongoing Process for Board Succession Planning and Selection and Nomination of Directors

As provided in our Corporate Governance Guidelines, the Board, together with the Nominating and Governance Committee, is responsible for annually evaluating the requisite skills and characteristics of Board members, as well as its composition as a whole to ensure the overall Board composition, as well as the perspective and skills of its individual members, will effectively support Garrett’s growth and commercial strategy, as well as effectively oversee risk management, capital allocation and management succession. The Board’s assessment includes a consideration of independence, diversity, age, skills, experience and industry backgrounds in the context of the needs of the Board and the Company, as well as the ability of members (and any candidates for membership) to devote sufficient time to performing their duties in an effective manner.

Each year, the Nominating and Governance Committee assesses the directors to be nominated for election by stockholders at the annual meeting. To ensure that the Board evolves in a manner that serves the business and strategic needs of the Company, before recommending for re-nomination a slate of incumbent directors for an additional term, the Nominating and Governance Committee evaluates whether incumbent directors possess the requisite skills and perspective, both individually and collectively. At a minimum, directors are expected to exemplify high standards of personal and professional integrity and to constructively challenge management through their

15    

active participation and questioning. The Board also considers the other demands on the time of a candidate, and with respect to current members of the Board, their attendance at, preparedness for and participation in, Board and committee meetings. The Nominating and Governance Committee has responsibility for periodically identifying and recruiting new members to the Board based on needs and skills identified through discussions with the Chairperson of the Board, the Chief Executive Officer, the Lead Director (if any) and other Board members. When these needs arise, we anticipate that potential candidates meeting these criteria will be identified either by professional recruiting agencies, reputation or existing Board members. Candidates will be interviewed by the Chairperson, Chief Executive Officer, Lead Director (if any) and other members of the Board, as appropriate, to ensure that candidates not only possess the requisite skills and characteristics but also the personality, leadership traits, work ethic and independence to effectively contribute as a member of the Board.

The Company believes that a Board made up of highly qualified individuals from diverse backgrounds promotes better corporate governance and performance and effective decision-making and thus has included diversity as a factor that will be taken into consideration by the Nominating and Governance Committee and the Board when identifying director candidates and recommending or selecting nominees for election by stockholders. As of the date of this proxy statement, the Board does not have a formal policy with respect to diversity, but strives to maintain a Board in which each gender represents at least 33% of independent directors.

Stockholder Recommendations and Nominations of Director Candidates

Stockholders may recommend individuals to the Nominating and Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Governance Committee, c/o Secretary, Garrett Motion Inc., Z.A. La Pièce 16, Rolle, Switzerland 1180. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided within a reasonable amount of time before we plan to file our proxy statement, the Nominating and Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

    16

Stockholders also have the right under our Bylaws to directly nominate director candidates for inclusion in our proxy statement, without any action or recommendation on the part of the Nominating and Governance Committee or the Board, by following the procedures set forth in our Bylaws that are described below under the heading “Additional Information—Stockholder Proposals and Director Nominations.”

Corporate Governance Documents

We believe that good corporate governance is important to ensure that Garrett is managed for the long-term benefit of our stockholders. Our Nominating and Governance Committee periodically reviews and reassesses our Corporate Governance Guidelines, other governance documents and overall governance structure. Complete copies of our Corporate Governance Guidelines and committee charters are available on the “Investors—Leadership & Governance” section of our website at www.garrettmotion.com. Alternatively, you may request a copy of any of these documents by writing to Garrett Motion Inc., Attention: Jérôme Maironi, Corporate Secretary, Z.A. La Pièce 16, Rolle, Switzerland 1180.

Code of Business Conduct

The Board has adopted a written code of ethics (the “Code of Business Conduct”), which applies to all of our employees, officers and directors. Our Code of Business Conduct is available in the “Investors—Leadership & Governance” section of our website at www.garrettmotion.com. In addition, we intend to post on our website all disclosures that are required by law or the Nasdaq listing rules concerning any amendments to, or waivers from, any provision of our Code of Business Conduct.

Board Committees

Our Board has established three standing committees—the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee (collectively, the “Committees”)—each of which operates under a charter that has been approved by our Board. Current copies of the Audit Committee, Compensation Committee, and Nominating and Governance Committee charters are posted on the “Investors—Leadership & Governance” section of our website located at www.garrettmotion.com.

Our Board has determined that all of the members of each of the Committees are independent as defined under applicable Nasdaq rules. In addition, all members of the Audit Committee meet the heightened independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all members of the Compensation Committee satisfy the heightened independence requirements of the Nasdaq rules specific to the independence of compensation committee members.

17    

		Committee Membership
Name		Audit Committee		Compensation Committee		Nominating and Governance Committee
Daniel Ninivaggi (Board Chairperson)
D’aun Norman
John Petry
Tina Pierce
Olivier Rabiller
Robert Shanks
Steven Silver
Julia Steyn
Steven Tesoriere

= Committee Chair							= Member

    18

19    

    20

Our Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.

Corporate Responsibility

Garrett’s mission to enable cleaner, safer vehicles is at the heart of its contribution to society. We develop solutions for the auto industry’s most pressing sustainability issues, from emissions reduction to vehicle cybersecurity. Corporate responsibility is therefore a priority for the Company and the Board. The Board is responsible for promoting corporate responsibility and sustainability as well as monitoring adherence to Company standards. The Board manages oversight of sustainability through a Sustainability Committee, which is comprised of senior leaders who assess and prioritize topics that are material for the business.

Garrett articulates its commitments to social and environmental considerations in the communities in which it operates in the Company’s Code of Business Conduct, which can be found on our website at www.garrettmotion.com under “Investors—Leadership & Governance”.

The Company published its first sustainability report in 2021 and intends to annually report progress on its sustainability commitments. Our sustainability report is available on our website at https://www.garrettmotion.com/corporate/sustainability/.

    22

Sustainability Commitments

Our WeCare4 sustainability approach, defined in 2019 following Garrett’s first materiality assessment, focuses on two essential building blocks required to successfully achieve our mission:

Culture of innovation

Responsible operations

23    

Garrett’s Board provides oversight of management’s Environmental, Social and Governance (ESG) initiatives, including over the design, implementation and monitoring of our WeCare4 sustainability approach.

Prohibition of Hedging or Pledging the Company’s Securities

We believe it is improper and inappropriate for any person associated with Garrett to engage in short-term or speculative transactions involving the Company’s securities. Directors, officers and employees of the Company are therefore prohibited from engaging in short sales, and from pledging and buying or selling puts, calls, options or other derivative securities of the Company.

Our securities trading policy also prohibits directors and executive officers from purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of the Company’s equity securities whether they are granted to such director or executive officer by the Company as part of such person’s compensation or otherwise held, directly or indirectly, by such director or executive officer.

Communications with Directors

Stockholders and other interested parties who wish to send communications to the non-management directors as a group, any individual director or the full Board should address such communications to Jérôme Maironi, Corporate Secretary, Garrett Motion Inc., Z.A. La Pièce 16, Rolle, Switzerland 1180. All communications, except for marketing and advertising materials, will be forwarded to the appropriate individual(s).

    24

Craig Balis has served as our Senior Vice President and Chief Technology Officer since the Spin-Off in 2018. From June 2014 and until the Spin-Off, Mr. Balis was the Vice President and Chief Technology Officer of Honeywell Transportation Systems. From December 2008 to June 2014, Mr. Balis was the Vice President of Engineering of Honeywell Transportation Systems. From 1998 until 2008, Mr. Balis served as Director of Program Management and Director of Product Development at Garrett Engine Boosting Systems. Prior to this, Mr. Balis worked seven years as an advanced technology manager at AlliedSignal Aerospace, working in the aircraft turbine engine division. Mr. Balis has a Bachelor of Science and Master’s degree in Engineering from the University of Illinois.

Sean Deason has served as our Senior Vice President and Chief Financial Officer since June 2020. Mr. Deason previously served as Chief Financial Officer and Controller of WABCO Holdings Inc. (“WABCO”), a manufacturer of technology systems for commercial vehicles, from April 2019 to June 2020. Prior to that, Mr. Deason was WABCO’s Vice President Controller and Investor Relations from June 2015 to April 2019. Prior to joining WABCO, Mr. Deason spent four years with Evraz N.A., a steel products manufacturer, where he served as Vice President, Financial Planning & Analysis. Prior to Evraz, Mr. Deason spent 12 years with Lear Corporation, a global automotive technology manufacturer, where he served as Director, Finance, Corporate Business Planning & Analysis, Director, Finance, Asia Pacific Operations, and Assistant Treasurer, and held various other positions of increasing responsibility since August 1999. Mr. Deason holds a Masters of International Management from Thunderbird School of Global Management and is a Certified Management Accountant.

Daniel Deiro has served as our Senior Vice President, Global Customer Management, and General Manager Japan/Korea since the Spin-Off. From August 2014 until the Spin-Off, Mr. Deiro was the Vice President of Customer Management and General Manager for Honeywell Transportation Systems for Japan and Korea. From April 2012 until August 2014, Mr. Deiro was a Senior Customer Management Director at Honeywell Transportation Systems. Mr. Deiro has a degree in Automotive Engineering from Haute école spécialisée bernoise, Technique et Informatique (BFH-TI), Biel, Switzerland.

Joanne Lau has served as our Vice President, Chief Accounting Officer and Corporate Controller of the Company since October 2021. Between February 2021 and October 2021, she served as Senior Finance Director of Corporate Consolidation, Controlling and Tax at Eurofins Scientific, a bio-analytical testing provider. Previously, Ms. Lau served in various capacities at WABCO for approximately eight years. There, Ms. Lau served as Global Accounting and Reporting Manager from June 2013 through December 2014, as Assistant Corporate Controller from January 2015 through March 2019, and as Corporate Controller from April 2019 through February 2021. Ms. Lau holds a Bachelor of Science in Finance from Santa Clara University and is a Certified Public Accountant.

Thierry Mabru has served as our Senior Vice President, Integrated Supply Chain since the Spin-Off in 2018. From March 2013 until the Spin-Off, Mr. Mabru was the Vice President of Global Integrated Supply Chain for Honeywell Transportation Systems. From April 2011 until February 2013, Mr. Mabru was Senior Director of Global Advanced Manufacturing Engineering for Honeywell Transportation Systems. From September 2006 to February 2011,

25    

Mr. Mabru was Director of the Program Management Office of Honeywell Aerospace EMEAI. Mr. Mabru currently serves as director of both the Board of Friction Material Pacific (FMP) Group Australia PTY Limited and Board of Friction Material Pacific (FMP) Group PTY Limited, which are friction material manufacturers. Mr. Mabru holds a Master of Science degree from the École Nationale de Mécanique et d’Aé rotechniques (ISAE/ENSMA), Poitier, France.

Jérôme Maironi has served as our Senior Vice President, General Counsel and Corporate Secretary since the Spin-Off in 2018. For the five years prior to the Spin-Off, Mr. Maironi was the Vice President of Global Legal Affairs for Honeywell Performance Materials and Technologies. Mr. Maironi received a post-graduate degree in Law & Practice of International Trade and a Master of Law from the University Rene Descartes, Paris, France. Mr. Maironi is a member of the Association Francaise des Juristes d’Entreprise and has also passed the French Bar Exam. Mr. Maironi graduated with an Executive MBA from INSEAD, Fontainebleau, France.

Fabrice Spenninck has served as our Senior Vice President and Chief Human Resources Officer since the Spin-Off in 2018. From August 2015 until the Spin-Off, Mr. Spenninck was Vice President of Human Resources of Honeywell Transportation Systems. From 2013 to 2015, Mr. Spenninck was Vice President of Labor and Employee Relations and, from 2011 to 2013, he was Senior Director of Human Resources (One Country Leader) in France and North Africa at Honeywell. Mr. Spenninck holds a Master’s degree in Human Resources and Labor Relations from the University of Montpellier, France.

    26

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our Compensation Discussion and Analysis describes the principles underlying the material components of the executive compensation programs for our named executive officers who are named in the “Summary Compensation Table” below and the factors relevant to an analysis of the compensatory policies and decisions. In 2021, our named executive officers were:

Executive Summary

Financials

2021 was a remarkably challenging and successful year for Garrett and one of the most dynamic years in the automotive industry. Garrett faced several waves of the COVID-19 pandemic, unpredictable customer demand due to the semiconductor shortage, global shipping delays and industry slowdown in the second half of the year. Even in this volatile environment, Garrett delivered strong results across all key metrics and strengthened its industry leadership position across all areas of the business. Garrett delivered net sales of $3.6 billion, an increase of more than 15% over 2020, outpacing global auto production by approximately 12.5 percentage points. Net income in 2021 was $495 million, with a net income margin of 13.6%.

A large driver of our 2021 success comes from our commercial vehicle and aftermarket businesses, which saw net sales growth of 25% and 21%, respectively. These two high margin businesses comprised approximately 30% of our net sales in 2021 and an even greater proportion of our earnings.

This growth in commercial vehicles and aftermarket, coupled with the improved mix of light vehicle sales, allowed Garrett to increase our Adjusted EBITDA¹ by 38% and our Adjusted EBITDA Margin¹ by 220 basis points to 16.7% (each as defined in the table set forth under “Short-Term Incentive Compensation Plan (“ICP”) Awards—Corporate Performance” below) over 2020. Finally, our cash used for operations was $310 million. Net of cash paid for reorganizations and other adjustments, Adjusted Free Cash Flow¹ (as defined in the table set forth under “Short-Term Incentive Compensation Plan (“ICP”) Awards—Corporate Performance” below) was $367 million in 2021 as we nicely converted our earnings growth into cash.

Compensation Philosophy

Our compensation philosophy is designed to align the interests of our executive officers with those of our stockholders by providing pay that is directly linked to the achievement of performance goals established to foster the creation of sustainable long-term stockholder value. At the root of our compensation philosophy is the use of variable, at-risk compensation that connects pay outcomes with superior results and sustainable growth execution. Our Chief Executive Officer compensation mix did not change during 2021, as shown in the chart below; 83% of the total target compensation of our Chief Executive Officer is at risk.

27    

2021 Chief Executive Officer Compensation Mix at Target (as of December 31, 2021)

2021 Program Changes

As previously reported, on April 30, 2021, the conditions to effectiveness of the Plan were satisfied or waived and Garrett emerged from its Chapter 11 restructuring. In connection with its Emergence and pursuant to the terms of the Company’s 2018 Stock Incentive Plan (the “2018 Plan”), outstanding equity awards under the 2018 Plan were cancelled and participating equity holders received cash payments in full satisfaction of certain of their cancelled awards. See “Elements of Executive Compensation—Management Side Letters” for a detailed discussion of cancelled awards under the 2018 Plan. In addition, the Company made a number of changes to its executive compensation program following Emergence.

In considering the design of the 2021 executive compensation program, the Compensation Committee evaluated the short-term and long-term metrics best suited to align executive pay to the Company’s strategy as it emerges from Chapter 11 restructuring. This evaluation focused on developing metrics for both the Short-Term Incentive Compensation Plan (“ICP”) and Long-Term Incentive Plan (“LTI Plan”). Consideration was given to performance metrics used to manage the operations of the Company, practices adopted by companies emerging from similar financial restructurings, and the long-term incentive alignment of the leadership team.

On May 25, 2021, the Compensation Committee recommended that the Board approve, and the Board approved and adopted, the LTI Plan. We structured the 2021 LTI Plan to take the form of an “Emergence Grant,” which was sized in excess of a standard annual grant in order to align incentives as of the Company’s Emergence and with the intention of covering equity grants for fiscal years 2021 and 2022. As a result, no stock-based compensation awards were granted to the named executive officers in Q1 2022. In arriving at its decision, the Compensation Committee also prioritized the need to restore equity-based incentives after the cancellation of prior equity-based incentives in conjunction with the Company’s Chapter 11 process. The 2021 LTI Plan award granted to each named executive officer includes 50% time-based restricted stock units (RSUs) and 50% performance share units (PSUs), which include performance goals tied to the Company’s absolute total shareholder return (“TSR”) as well as a combination of Adjusted EBITDA and Adjusted EBITDA Margin. The Compensation Committee believes these metrics also support the Company’s strategic goals related to cash generation, pursuing efficiency and cost reduction initiatives, and continuing its expansion into new markets. See “Elements of Executive Compensation—2021 Long Term Incentive Plan (“LTI Plan”)” for a detailed discussion of the 2021 LTI Plan.

The Company maintained the core structure of its ICP, in which 75% is tied to quantitative performance goals and 25% is tied to individual scorecard objectives. The quantitative performance goals are evenly weighted among Adjusted Free Cash Flow Conversion, Adjusted EBITDA, and Adjusted EBITDA Margin. Adjusted EBITDA was newly added as a complementary metric to Adjusted EBITDA Margin. The Compensation Committee will continue to evaluate and evolve our programs as necessary to support our business strategy and organizational context. See “Elements of Executive Compensation—Short-Term Incentive Compensation Plan (“ICP”) Awards” for a detailed discussion of the 2021 ICP Awards.

    28

Compensation Peer Group

Our compensation peer group includes companies of similar size, industry and global presence and with which the Company competes for talent. We included companies headquartered in the United States and Europe. This peer group, which is described in more detail starting on page 30, was referenced to establish market-competitive base salaries, award sizes for our ICP and LTI Plan, and the metrics used in the ICP and LTI Plan beginning in 2021. In addition to this peer group, we also leveraged broader market surveys and other data sources to guide the establishment of our executive compensation programs for 2021.

Compensation Program 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.

The following table highlights key features of our executive compensation program. We believe these practices promote good governance and serve the interests of our stockholders.

2020 Say-on-Pay Vote

At our 2020 annual meeting, approximately 97% of the votes cast by our stockholders approved, on an advisory basis, the compensation of our named executive officers, which we believe affirms our stockholders’ support of our executive compensation program. We did not hold a say-on-pay vote in 2021 because we did not hold a stockholders’ meeting in 2021 as a result of our Chapter 11 process.

Determination of Process

Our Compensation Committee oversaw and administered our executive compensation program for 2021, with input from our management team and an independent compensation consultant.

Process and Timeline for Designing and Delivering Compensation

The Compensation Committee is responsible for evaluating programs and procedures for annual and long-term executive compensation and assessing organizational structure and the development of our executives. The Compensation Committee follows a robust process to review and propose to the Board for approval all compensation decisions regarding the named executive officers. These decisions are informed by peer group and market data and supported by the review and advice of an independent compensation consultant.

29    

Role of Management

To aid the Compensation Committee in making its determination, our Chief Executive Officer provides recommendations annually to the Compensation Committee regarding the compensation of all other executive officers (i.e., other than himself) based on the overall corporate achievements during the period being assessed and his knowledge of the individual contributions to our success by each of the other named executive officers. Our named executive officers do not play a role in their own compensation determinations other than discussing their performance with our Chief Executive Officer, or in the case of the Chief Executive Officer, with the Compensation Committee and Chairperson of the Board.

Our senior management also supports the 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 Compensation Committee, they do not attend executive sessions and do not attend the portions of meetings during which their own compensation is discussed.

Role of Independent Compensation Consultant

Following Emergence, the newly elected Compensation Committee has engaged Meridian Compensation Partners (“Meridian”) as its independent compensation consultant and discontinued the prior committee’s engagement of Semler Brossy. Meridian assists the Compensation Committee in its evaluation of the compensation provided to our Chief Executive Officer and other executive officers and the design of such executive compensation programs. Meridian generally attends Compensation Committee meetings and provides information, research and analysis pertaining to executive compensation and governance as requested by the Compensation Committee. Other than advising the Compensation Committee and senior management, as described above, Meridian did not provide any services to the Company in 2021. The Compensation Committee has considered the independence of Meridian, consistent with the requirements of Nasdaq, and has determined that Meridian is independent. Further, pursuant to SEC rules, the Compensation Committee conducted a conflicts of interest assessment and determined that there is no conflict of interest resulting from working with Meridian. The Compensation Committee intends to reassess the independence of its advisor at least annually.

Executive Compensation Peer Group

In 2021, Meridian worked with the Compensation Committee and 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. Meridian assessed our peer group against the following characteristics, which are consistent with criteria historically reviewed:

The Compensation Committee was careful to construct a group based on the considerations above that, on the whole, captures Garrett’s global presence and talent market as well as its unique business dynamics. As a U.S.-listed but European-headquartered company that attracts talent globally, we included both U.S. and European companies. For 2021, our peer group consisted of the following companies:

    30

31    

Upon the Compensation Committee’s recommendation, the Board approved the addition of HELLA and Rheinmetall AG and the removal of Delphi from the peer group.

The 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 Compensation Committee also leverages broader market survey and data sources to guide the establishment of our executive compensation programs.

Elements of Executive Compensation

The following is a discussion of the primary elements of 2021 compensation for each of our named executive officers as determined by our Board. All amounts are shown in USD. Certain amounts payable to one or more of our named executive officers represent compensation paid in Swiss Francs (including salary and bonuses) and were converted to USD using the average exchange rate for the year ended December 31, 2021 under GAAP of 1 USD to 0.91389 CHF, unless otherwise noted.

Short-Term Incentive Compensation Plan (“ICP”) Awards

ICP awards are intended to motivate and reward executives to achieve annual corporate, strategic business group and functional goals in key areas of financial and operational performance. Each named executive officer’s target ICP opportunity is based upon a percentage of base salary.

The target percentages for each named executive officer, as a percentage of base salary, are set forth below:

    32

For 2021, the ICP was designed so that payout was based in part on the achievement of objective Company performance criteria (the “Company Performance Portion”), which represented 75% of the award opportunity, and in part on the achievement of individual performance objectives (the “Individual Performance Portion”), which represented the remaining 25% of the award opportunity.

Corporate Performance. The 2021 ICP award opportunities under the Company Performance Portion were based on the achievement of three financial performance criteria: Adjusted EBITDA ($M), Adjusted EBITDA Margin (%) and Adjusted Free Cash Flow %, weighted equally.

Performance goals for each metric were established at threshold, target and maximum levels. Payout for achievement at or above maximum for each metric was capped at 200% of target, and achievement below threshold would have resulted in no payout. Straight-line interpolation would have been used to calculate the 2021 ICP payout associated with actual results falling between goals. The goals were set at levels that were expected to be challenging but achievable at the outset of the year. The following table sets forth the applicable goals and achievements for each measure:

Individual Performance. For 2021, the ICP payouts under the Individual Performance Portion, which represented 25% of the award opportunity, were based on the Compensation Committee’s and the Board’s assessment of each executive’s individual performance against their objectives established at the beginning of the fiscal year specifically related to the categories of differentiated technology, global presence and capabilities (operational excellence), customer experience with each such goal comprising 15% of the Individual Performance Portion, as well as pre-established strategic goals which comprised 10% of the Individual Performance Portion. Individual process objectives for the named executive officers are typically developed during the Company’s annual strategic planning to ensure rigor and business alignment, and the year-end performance assessment is performed using a formal process that matches actual performance and behaviors against established expectations.

Each of the named executive officers had individualized performance goals for 2021 as follows:

33    

The Individual Performance assessment was conducted by our Compensation Committee in consultation with the Board with respect to the performance of our Chief Executive Officer and with the Board and our Chief Executive Officer with respect to the performance of the other named executive officers, leading to a rating and a recommended individual payout. The Company Performance Portion and the Individual Performance Portion for each named executive officer are weighted 75% and 25%, respectively, to determine the total ICP payout for each named executive officer.

The 2021 annual cash payments paid to our named executive officers under the ICP are as follows:

The actual annual cash payments payable for 2021 under the ICP are set forth in the Summary Compensation Table below in the column titled “Non-Equity Incentive Plan Compensation.”

Equity Awards

The goal of our long-term, equity-based incentive awards is to align the interests of our named executive officers with the interests of our stockholders. Because vesting is based on continued service, our equity-based incentives also encourage the retention of our named executive officers during the award vesting period.

Management Side Letters

Pursuant to the terms of the 2018 Plan and in connection with the Company’s Emergence, our named executive officers (except for Mr. Deason, as he did not hold unvested stock-based compensation awards at the time of Emergence) entered into management side letters (“Side Letters”) that provided that each recipient would receive a cash payment in respect of, and in full satisfaction of, certain of the recipient’s outstanding equity-based awards under the 2018 Plan as of two days prior to the Plan Effective Date. The Side Letters also provided that the recipient will repay the after-tax value of such cash payment if the recipient’s employment is terminated by the Company for “cause” or by the recipient without “good reason” (each as defined in the Side Letters) prior to the first anniversary of the Plan Effective Date. For a description of each participating named executive officer’s cash payment amount under the terms of his respective Side Letter, see “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” below.

    34

2021 Long Term Incentive Plan (“LTI Plan”)

Pursuant to the named executive officers’ offer letters or employment agreements, each of Messrs. Rabiller, Deason, Balis, Maironi and Mabru is eligible for an annual grant of equity awards with an initial target opportunity of 350%, 170%, 200%, 189% and 160%, respectively, of the executive’s annual base salary. Under our LTI Plan, the Board granted awards, 50% in the form of PSUs and 50% in the form of RSUs to our named executive officers.

The PSUs will vest based on the achievement of Absolute TSR with stock price hurdles, Adjusted EBITDA $M and Adjusted EBITDA Margin %, weighted 60%, 20% and 20%, respectively. The Absolute TSR portion will vest over a two-year performance period from January 1, 2022 through December 31, 2023, and the portion based on Adjusted EBITDA $M and Adjusted EBITDA Margin will vest over a three-year performance period for from January 1, 2021 through December 31, 2023.

The RSUs will vest in five equal installments on the annual anniversary of the grant date over five years, subject to continued employment. The tables below set forth the number and value of each equity award granted under the LTI Plan.

The Absolute TSR component is based on the achievement of stock price hurdles that are based on the average closing stock price calculated over any consecutive 30 trading-day period. Assessment will occur at the end of the performance period and the payout shall be based on the highest-ranking 30-day period. The maximum number of PSUs that may be earned under the LTI Plan is 100% of target. The Company determined that including an Absolute TSR component will serve as a powerful means to incentivize share price appreciation.

We made the following grants of PSUs and RSUs under the LTI Plan to our named executive officers in 2021: