DEF 14A of Visteon Corp, Apr 25, 2024

DEF 14A of Visteon Corp

Filed Apr 25, 2024 · FY20230001111335-24-000098

Open on EDGAR

  1. Director Nominees

    Director Nominees Upon the recommendation of the Corporate Sustainability and Governance Committee, the Board has nominated the following nine director nominees (all of whom are current directors) to be elected at the Annual Meeting of Stockholders. All of the nominees for director are independent under applicable law and stock exchange listing standards, other than Mr. Lawande, who is our Chief Executive Officer. Detailed information about each director nominee, including their background, skills and experience, can be found under “Item 1—Election of Directors”.

  2. Director Nominees

    | Name | Age | Director Since | Independent | Primary Occupation | Other Public Boards | | James J. Barrese | 55 | 2017 | • | SVP, FinTech Product Development of Intuit, Inc. | — | | Naomi M. Bergman | 60 | 2016 | • | Senior Executive of Advance | — | | Jeffrey D. Jones | 71 | 2010 | • | Attorney, Kim & Chang | 1 | | Bunsei Kure | 67 | 2022 | • | Former CEO Rensas Electronics | 1 | | Sachin S. Lawande | 56 | 2015 | | CEO and President of Visteon Corporation | 1 | | Joanne M. Maguire | 69 | 2015 | • | Former EVP of Lockheed Martin Corporation | 2 | | Robert J. Manzo | 66 | 2012 | • | Managing Member of RJM, LLC | 1 | | Francis M. Scricco | 74 | 2012 | • | Former SVP, Avaya, Inc. and former President and CEO of Arrow Electronics, Inc. | 1 | | David L. Treadwell | 69 | 2012 | • | Former CEO and President of EaglePicher Corporation | 1 |

  3. Summary of Qualifications of Director Nominees

    Summary of Qualifications of Director Nominees The following table highlights the specific skills, experience, qualifications and attributes that each of the director nominees brings to the Board. A particular director may possess other skills, experience, qualifications or attributes even though they are not indicated below.

  4. Summary of Qualifications of Director Nominees

    | | | Barrese | Bergman | Jones | Kure | Lawande | Maguire | Manzo | Scricco | Treadwell | | Skills & Experience | | | | | | | | | | | | | Senior Leadership Experience | • | • | • | • | • | • | • | • | • | | | Automotive Industry Experience | | | • | • | • | | • | | • | | | International Business Experience | • | | • | • | • | | • | • | • | | | Financial Literacy | • | • | | • | • | • | • | • | • | | | Technology/Systems Expertise | • | • | | | • | • | | | | | | Marketing/Sales Experience | | • | | • | • | | | • | • | | | Governance, Sustainability & Compliance Experience | • | • | • | • | • | • | • | • | • | | | Academic/Research Experience | • | | | | | • | | | | | | Military Service | • | | | | | | | | | | | Government/Public Policy Expertise | | | • | | | • | | | |

  5. Nominees for Directors

    Nominees for Directors

  6. Nominees for Directors

    | | James J. Barrese | Director Since: 2017 | Age: 55 | | | Mr. Barrese is the Senior Vice President, Fintech Product Development of Intuit, Inc., a financial services software company, a position he has held since September 2023. Prior to that he was the Senior Vice President, Technology and Engineering of Chime Inc., a mobile banking services company, from July 2021 to August 2023. He has also served as the Chief Technology Officer and Senior Vice President, Payment Services Business of Paypal, Inc., a digital and mobile payments company, a position he held from February 2015 to June 2016. Prior to that he was Paypal’s Chief Technology Officer from February 2012 to January 2015 and Vice President of Global Product Development from August 2011 to January 2012. Mr. Barrese spent nearly 10 years in executive technology roles at eBay, Inc., he served as Vice President of engineering at Charitableway.com, Inc., was a manager at Andersen Consulting, Inc. and a programmer in the Materials Science Department at Stanford University. He is also a veteran of the U.S. military and owner of the consulting company Altos Group. During the past five years, he also served on the boards of Idemia, Marin Software and Merrill Corporation. | | | | | Mr. Barrese has a deep knowledge of digital transformation, technology strategy, architecture, analytics and cloud computing. | | |

  7. Nominees for Directors

    | Item One | Table of Contents |

  8. Nominees for Directors

    | 8 | Visteon Corporation | 2024 Proxy Statement |

  9. Nominees for Directors

    | | Naomi M. Bergman | Director Since: 2016 | Age: 60 | | | Ms. Bergman is a senior executive of Advance, a private, family-held multimedia company, a position she has held since May 2016. Prior to that, she served as President of Bright House Networks, LLC, a cable service provider, from 2007 to 2016. Ms. Bergman currently serves on the boards of privately-held companies Black & Veatch Holding Company and HawkEye 360 Inc. Ms. Bergman also serves on the Federal Communications Commission Technical Advisory Committee, the Board of Trustees for the University of Rochester, and she is a board member of non-profit organizations Bridging Voice, The Cable Center, Adaptive Spirit, One Revolution and The Marconi Society. During the past five years, Ms. Bergman also served on the board of directors of Comcast Corporation. | | | | | Ms. Bergman brings to the Board her experience and expertise in technology and operations from her experiences in the cable and telecommunications industry. | | |

  10. Nominees for Directors

    | | Jeffrey D. Jones | Director Since: 2010 | Age: 71 | | | Mr. Jones is an attorney with Kim & Chang, a South Korea-based law firm, a position he has held since 1980. Mr. Jones serves as Chairman of the Board of Partners for Future Foundation and Ronald McDonald House Charities of Korea, both Korean non-profit foundations. He also serves on the board of SPC SAMLIP CO., LTD. | | | | | Mr. Jones has over thirty years of international legal experience, with particular focus on Asia. He has served on the boards of multinational companies and has been active in civic and charitable activities. He has served as chairman of the American Chamber of Commerce in Korea, as an advisor to several organizations and government agencies in Korea, and as a recognized member of the Korean Regulatory Reform Commission. | | |

  11. Nominees for Directors

    | | Bunsei Kure | Director Since: 2022 | Age: 67 | | | Mr. Kure is the former Chief Executive Officer of Renesas Electronics, a leading supplier of semiconductor solutions to the global automotive industry, a position he held from June 2016 until his retirement in June 2019. Prior to that he served as Executive Vice President and then as Chief Operating Officer of Nidec, the world’s largest electric motor company, from June 2013 to September 2015 and as the Chief Executive Officer of Calsonic Kansei, a large tier-1 supplier that is now part of Marelli, from June 2008 to March 2013. Mr. Kure also serves on the board of Nippon Avionics Co., Ltd. and privately-held OM Digital Solutions Corporation. | | | | | Mr. Kure brings extensive experience in the global automotive and semiconductor industries, and knowledge of the Japanese automotive industry, including deep networks within Japanese OEMs and suppliers. | | |

  12. Nominees for Directors

    | Table of Contents | Item One |

  13. Nominees for Directors

    | 2024 Proxy Statement | Visteon Corporation | 9 |

  14. Nominees for Directors

    | | Sachin S. Lawande | Director Since: 2015 | Age: 56 | | | Mr. Lawande has been Visteon's Chief Executive Officer, President and a Director of the Company since June 2015. Before joining Visteon, Mr. Lawande served as Executive Vice President and President, Infotainment Division of Harman International Industries, Inc., an automotive supplier, from July 2013 to June 2015. From July 2011 to June 2013, he served as Executive Vice President and President of Harman’s Lifestyle Division, and from July 2010 to June 2011 as Executive Vice President and Co-President, Automotive Division. Prior to that he served as Harman’s Executive Vice President and Chief Technology Officer since February 2009. Mr. Lawande joined Harman International in 2006, following senior roles at QNX Software Systems and 3Com Corporation. He also serves on the board of directors of Cognex Corporation, and within the last five years served on the board of directors of DXC Technology Company. | | | | | Mr. Lawande has extensive experience in the automotive industry, including leadership roles with a global automotive components supplier. He also has deep experience with the technology sector. | | |

  15. Nominees for Directors

    | | Joanne M. Maguire | Director Since: 2015 | Age: 69 | | | Ms. Maguire served as an Executive Vice President of Lockheed Martin Corporation and President of its Space Systems Company, a provider of advanced-technology systems for national security, civil and commercial customers, from July 2006 until she retired in May 2013. Ms. Maguire joined Lockheed Martin in 2003, following 28 years of employment at TRW’s Space & Electronics sector (now part of Nothrop Grumman). Throughout her career, she has held senior leadership roles in program management, engineering, advanced technology, manufacturing, and business development. Ms. Maguire also serves on the board of directors of CommScope Holdings Company, Inc. and Tetra Tech, Inc. | | | | | Ms. Maguire has extensive experience in the technology sector, including senior leadership positions with a publicly traded company, executive responsibility for operations and profitability, and board service on multiple high tech corporations | | |

  16. Nominees for Directors

    | | Robert J. Manzo | Director Since: 2012 | Age: 66 | | | Mr. Manzo is the founder and managing member of RJM, LLC, a provider of consulting services to troubled companies, a position he has held since 2005. From 2000 to 2005, Mr. Manzo was a senior managing director of FTI Consulting, Inc., a global business advisory firm. He also serves on the board of directors of Bristow Group Inc., and within the last five years served on the board of directors of ADVANZ PHARMA Corp. | | | | | Mr. Manzo has extensive experience advising companies and management in the automotive and other industries, and as a non-practicing CPA, possesses financial and accounting expertise | | |

  17. Nominees for Directors

    | Item One | Table of Contents |

  18. Nominees for Directors

    | 10 | Visteon Corporation | 2024 Proxy Statement |

  19. Nominees for Directors

    | | Francis M. Scricco | Director Since: 2012 | Age: 74 | | | Mr. Scricco is the former Senior Vice President, Manufacturing, Logistics and Procurement of Avaya, Inc., a global business communications provider, a position he held from February 2007 until his retirement in October 2008. Prior to that he was Avaya’s Senior Vice President, Global Services since March 2004. Prior to joining Avaya, Inc., Mr. Scricco was employed by Arrow Electronics as its Chief Operating Officer from 1997 to 2000, and as its President and Chief Executive Officer from 2000 to 2002. His first operating role was as a general manager for General Electric. Mr. Scricco began his career with the Boston Consulting Group in 1973. Mr. Scricco currently also serves on the board of Masonite International Corporation as well as Transportation Insight, LLC, a privately held company. | | | | | Mr. Scricco has extensive global business leadership experience, including public company board service. Mr. Scricco has spent more than twenty-five years as a senior P&L manager in six different industries. His P&L experience ranges from CEO of a venture capital technology start-up to CEO of a $13 billion publicly traded Fortune 200 company. | | |

  20. Nominees for Directors

    | | David L. Treadwell | Director Since: 2012 | Age: 69 | | | Mr. Treadwell is the former President and CEO of EP Management Corporation, formerly known as EaglePicher Corporation, a position he held from August 2006 to September 2011; and he served as their chief operating officer from June 2005 to July 2006. Prior to that, he served as Oxford Automotive’s CEO from 2004 to 2005. In addition to Visteon, Mr. Treadwell currently serves on the board of New York Community Bank. During the past five years, Mr. Treadwell has also served on the board of directors of AGY, LLC, FairPoint Communications Inc., Revere Industries, Sungard Availability Services Capital, Inc., Tweddle LLC, U.S. Well Services, Inc. and WinCup LLC. | | | | | Mr. Treadwell has extensive experience advising and leading companies in the automotive and other industries. | | |

  21. Nominees for Directors

    | | The Board of Directors recommends that you vote "FOR" the election of James J. Barrese, Naomi M. Bergman, Jeffrey D. Jones, Bunsei Kure, Sachin S. Lawande, Joanne M. Maguire, Robert J. Manzo, Francis M. Scricco, and David L. Treadwell as directors. |

  22. Nominees for Directors

    | Table of Contents | Item One |

  23. Nominees for Directors

    | 2024 Proxy Statement | Visteon Corporation | 11 |

  24. Nominees for Directors

    | Corporate Governance Corporate Governance Guidelines The Board has adopted Corporate Governance Guidelines to define the role of the Board, its structure and composition, as well as set forth principles regarding director commitment expectations and compensation. The guidelines also limit the number of other boards a director may serve on and the maximum age of directors. A copy of the Corporate Governance Guidelines is available on our website at https://www.visteon.com/company/about-us/corporate-governance/. Board Leadership Structure Since September 2012, the Board has separated the positions of Chairman and Chief Executive Officer by appointing a non-executive Chairman. The non- executive Chairman serves in a lead capacity to coordinate the activities of the other outside directors and to perform the duties and responsibilities as the Board of Directors may determine from time to time. Currently, these responsibilities include: •Presiding at all meetings of stockholders; •Convening and presiding at all meetings of the Board, including executive sessions of the independent directors; •Developing, with the assistance of the Chief Executive Officer (the “CEO”), the agenda for all Board meetings; •Collaborating with the CEO, committee Chairs, and other directors to establish meeting schedules, agendas, and materials in order to ensure that all directors can perform their duties responsibly and that there is sufficient time for discussion of all agenda items; •Advising the CEO on the quantity, quality, and timeliness of information delivered by management to the Board and providing input so that directors can effectively and responsibly perform their duties; •Counseling the CEO on issues of interest or concern to directors and encouraging all directors to engage the CEO with their interests and concerns; •Serving as a liaison on Board-related issues between directors and the CEO and management although directors maintain the right to communicate directly with the CEO or any member of management on any matter; •Assisting the Board and the Company’s officers in assuring compliance with and implementation of the Company’s Corporate Governance Guidelines; •Working in conjunction with the Corporate Sustainability and Governance Committee to recommend revisions, as appropriate, to the Corporate Governance Guidelines; | Governance Highlights The Company believes good governance is a critical element to achieving shareholder value. We are committed to governance policies and practices that serve the long-term interests of the Company and its stockholders, employees and stakeholders. | | | | | Annual election of all directors | | | | 89% of Board is independent | | | | Board Chair and Chief Executive Officer roles separated | | | | Proxy access right granted to stockholders | | | | Executive sessions of independent directors held at each regularly scheduled Board meeting | | | | Share ownership guidelines for directors and executives | | | | Majority voting for directors | | | | Independent Board Chair | | | | All Board Committees composed entirely of independent directors | | | | Annual Board and committee evaluations | | | | Commitment to corporate social responsibility | | | | Board considers diversity when evaluating prospective directors |

  25. Nominees for Directors

    | 12 | Visteon Corporation | 2024 Proxy Statement |

  26. Nominees for Directors

    •Making recommendations to the Board concerning the retention of counsel and consultants who report directly to the Board on board matters (as opposed to committee counsel or consultants); •Working with the Chair of each committee during the annual review of committee charters and work with the Chair of the Corporate Sustainability and Governance Committee with respect to committee assignments and the recruitment and selection of new Board members; •Representing the Board in stockholder engagement meetings and similar activities with other stakeholders, serve as a focal point for stockholder communications addressed to directors, and advise the CEO of the timing and substance of such communications; in each case as approved by the Board; •Convening special meetings of the Company’s stockholders consistent with the terms of the Company’s Bylaws from time to time in effect; and •Helping set the tone for the highest standards of ethics and integrity. The Board believes that a non-executive Chairman can help provide effective, independent Board leadership.

  27. Communications with the Board of Directors

    | Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($) | Total ($) | | James J. Barrese | 95,000 | 125,000 | — | 220,000 | | Naomi M. Bergman | 105,000 | 125,000 | — | 230,000 | | Jeffrey D. Jones | 95,000 | 125,000 | — | 220,000 | | Bunsei Kure | 95,000 | 125,000 | — | 220,000 | | Joanne M. Maguire | 110,000 | 125,000 | — | 235,000 | | Robert J. Manzo | 140,000 | 125,000 | — | 265,000 | | Francis M. Scricco(1) | 170,000 | 275,000 | — | 445,000 | | David L. Treadwell | 120,000 | 125,000 | — | 245,000 |

  28. Directors and Executive Officers

    Directors and Executive Officers The following table contains stockholding information for the Company’s directors and executive officers, as well as stock units credited to their accounts under various compensation and benefit plans as of April 11, 2024. No shares have been pledged as collateral for loans or other obligations by any director or executive officer listed below.

  29. Directors and Executive Officers

    | | Common Stock Beneficially Owned | | Stock Units(2)(3) | | Name | Number(1) | Percent of Outstanding | | | Sachin S. Lawande | 454,030 | 1.6% | 52,379 | | James J. Barrese | 2,192 | * | 6,871 | | Naomi M. Bergman | 1,000 | * | 17,420 | | Jeffery D. Jones | 2,192 | * | 10,817 | | Bunsei Kure | 1,189 | * | 841 | | Joanne M. Maguire | 2,192 | * | 9,336 | | Robert J. Manzo | 7,192 | * | 10,817 | | Francis M. Scricco | 6,542 | * | 23,959 | | David L. Treadwell | 4,192 | * | 9,336 | | Jerome J. Rouquet | 22,810 | * | 9,367 | | Brett D. Pynnonen | 10,437 | * | 4,543 | | Kristin E. Trecker | 10,643 | * | 4,230 | | Robert R. Vallance | 24,189 | * | 4,415 | | All executive officers and directors as a group (16 persons) | 568,563 | 2.0% | 171,615 |

  30. Directors and Executive Officers

    *Less than 1%. (1)Includes shares of common stock which the following executive officers had a right to acquire ownership of pursuant to stock options or stock appreciation rights granted by the Company and exercisable on or within 60 days after April 11, 2024: Mr. Lawande (180,910 shares), Mr. Rouquet ( 4,675 shares) and Ms. Trecker (2,717 shares).

  31. Directors and Executive Officers

    | 18 | Visteon Corporation | 2024 Proxy Statement |

  32. Directors and Executive Officers

    (2)For non-employee directors, the amounts shown include stock units credited under the Deferred Compensation Plan for Non-Employee Directors, the Non- Employee Director Stock Unit Plan and the Visteon Corporation 2020 Incentive Plan, and are payable upon vesting and/or following termination of Board service in shares of common stock or cash at the election of the Company, or in cash upon a change in control. (3)Includes restricted stock units granted to executive officers under the Visteon Corporation 2020 Incentive Plan, which are payable upon vesting in shares of common stock or cash at the election of the Company.

  33. Executive Summary

    | TECHNOLOGY INNOVATION | LONG-TERM GROWTH | ENHANCE SHAREHOLDER RETURNS WHILE MAINTAINING A STRONG BALANCE SHEET | | The Company is an established global leader in cockpit electronics and is positioned to provide solutions as the industry transitions to the next generation automotive cockpit experience. The cockpit is becoming fully digital, connected, automated, learning, and voice enabled. Visteon's broad portfolio of cockpit electronics technology, the industry's first wireless battery management system, and the development of safety technology integrated into its domain controllers positions Visteon to support these macro trends in the automotive industry. | The Company has continued to win business at a rate that exceeds current sales levels by demonstrating product quality, technical and development capability, new product innovation, reliability, timeliness, product design, manufacturing capability, and flexibility, as well as overall customer service. | The Company has continued to maintain a strong balance sheet to withstand industry volatility while providing a foundation for future growth and shareholder returns. In March 2023, the Company announced a $300 million share repurchase program maturing at the end of 2026. The Company repurchased $106 million of Company common stock during 2023 as part of this program. |

  34. Pay for Performance Focus

    | ■ Base Salary | ■ Annual Incentive | ■ Long-Term Incentive | ■ Variable (At Risk) |

  35. OUR 2023 PERFORMANCE RESULTS ARE REFLECTED IN 2023 TOTAL DIRECT COMPENSATION

    The relationship between target and realizable compensation is attributable to several factors: •Annual Incentive actual payouts relative to target levels; •The difference between the grant-based value of Performance Stock Unit ("PSU") awards and the relative performance as of December 31, 2023; and •The value of Restricted Stock Unit ("RSU") awards at the grant date as compared to the value as of December 31, 2023. These factors, which resulted in realizable compensation for the 2021-2023 period lower than the target compensation by approximately 15.5% while TSR decreased by 0.5%, reinforces the performance orientation of our program and the alignment of interests between our executives and our shareholders.

  36. SHORT-TERM INCENTIVE COMPENSATION

    SHORT-TERM INCENTIVE COMPENSATION The 2023 Annual Incentive (“AI”) program was designed to provide enhanced flexibility for the Committee to exercise its informed judgement to assess Management’s performance in light of the extremely challenging external environment. The Committee maintained the same basic AI structure and metrics as 2022 while including the addition of an environmental related metric as a management business objective ("MBO"). In February of 2023, the Committee approved the AI program which considers adjustments to 2023 Adjusted EBITDA and Adjusted Free Cash flow targets attributable to the semiconductor shortage based on a agreed list of adjustment categories. The 2023 AI program paid at 115% of the target based on performance against the financial and MBO metrics. As in prior years, the Committee also assesses individual performance of the NEOs and determined the actual payouts based on their contributions in 2023.

  37. LONG-TERM INCENTIVE COMPENSATION AWARDS

    LONG-TERM INCENTIVE COMPENSATION AWARDS All NEOs received annual Long-Term Incentive (“LTI”) awards in March 2023 which included performance stock units (“PSUs”) and restricted stock units (“RSUs”). PSUs granted to NEOs in 2021-2023 were based on a performance metric of relative total shareholder return over a three year period. The awards feature a single, three-year performance period. The table below shows the PSUs granted over the last three years and their actual or estimated performance through December 31, 2023. The PSUs granted in 2021 were vested in the first quarter of 2024.

  38. LONG-TERM INCENTIVE COMPENSATION AWARDS

    | Year Granted | Applicable NEOs | Performance Period | Metric | Actual or Estimated Weighted Average Payout Percentage | | 2023 | All NEOs | Mar 2023-Feb 2026 | Relative TSR | Estimated: 0% | | 2022 | All NEOs | Jan 2022-Dec 2024 | Relative TSR | Estimated: 200% | | 2021 | All NEOs | Jan 2021-Dec 2023 | Relative TSR | Actual: 100% |

  39. LONG-TERM INCENTIVE COMPENSATION AWARDS

    | Executive Compensation | Table of Contents |

  40. LONG-TERM INCENTIVE COMPENSATION AWARDS

    | 24 | Visteon Corporation | 2024 Proxy Statement |

  41. Executive Compensation Program Design and Governance Practices

    | What We Do | | The Organization and Compensation Committee of the Board of Directors approves all aspects of executive officer pay | | | | Target pay levels to be, on average, within a competitive range of the median of comparable companies, considering an individual’s responsibilities, business impact, performance and other factors | | | | Provide the majority of pay through performance-based annual and long-term incentive programs | | | | Balance short- and long-term incentives using multiple performance metrics, covering individual, financial and total shareholder return performance | | | | Cap incentive awards that are based on performance goals | | | | Have “double trigger” (qualifying termination of employment following a change in control) requirements for NEO severance payments and/or equity acceleration for all of the NEOs’ outstanding awards | | | | Maintain guidelines for robust stock ownership by our NEOs to ensure ongoing and meaningful alignment with shareholders | | | | Have a compensation recoupment (“clawback”) policy for executive officers covering incentive-based compensation (both cash and equity) in the event of a financial restatement | | | | Prohibit hedging transactions, purchasing the Company’s common stock on margin or pledging such shares | | | | Review key elements of the officer pay program annually, as conducted by the Committee, which also considers our business and talent needs, and market trends | | | | Use an independent compensation consultant to evaluate our executive compensation program relative to our peers, and outside legal counsel to draft our executive compensation plans and award agreements | | What We Don't Do | | Do not provide excise tax gross-ups | | | | Do not have compensation practices that encourage unnecessary and excessive risk taking | | | | Do not reprice options, reload, exchange or grant stock options or stock appreciation rights below market value without shareholder approval | | | | Do not provide dividends or dividend equivalents on unearned PSUs unless and until the underlying PSU vests (and if such PSUs are forfeited, no dividend equivalents are paid out) | | | | Do not provide car allowances, club memberships or similar perquisites |

  42. Executive Compensation Program Administration

    | Party: | Primary Roles: | | Organization and Compensation Committee (composed solely of independent directors) | •Oversee all aspects of the executive compensation program •Approve officer compensation levels, incentive plan performance goals and award payouts •Approve specific performance goals and objectives, as well as corresponding compensation for the CEO •Ensure the executive compensation program best achieves the Company’s objectives, considering the business strategy, talent needs and market trends | | Senior Management (CEO, CFO and CPO) | •Make recommendations regarding the potential structure of the executive compensation program, including input on key business strategies and objectives •Make recommendations regarding the pay levels of the officer team (excluding the CEO) •Provide any other information requested by the Committee | | Compensation Consultant (FW Cook) | •Advise the Committee on competitive market practices and trends •Provide proxy pay data for our compensation peer group •Present information and benchmarking regarding specific executive compensation matters, as requested by the Committee •Review management proposals and provide recommendations regarding CEO pay •Participate in Committee meetings as requested, including executive sessions of the Committee when management is not present, and communicate with the Committee Chair between meetings |

  43. Market Compensation Practices

    Market Compensation Practices As one of the inputs in determining executive compensation each year, the Company reviews industry survey reports and proxy compensation data regarding market practices. In 2023, the Committee reviewed NEOs base salaries, target annual and long-term incentive award opportunities, as well as selected pay program design practices. In conducting this review, the Committee selected the 15 companies listed below whose aggregate profile was comparable to Visteon in terms of industry, size (based on revenue and market capitalization) and other operations-related metrics as comparators for purposes of determining the range of market medians with respect to compensation elements (the “Compensation Peer Group”). In 2023, the peer group was updated to remove CDK Global and Meritor (due to acquisition) and Ansys was added. We believe the Compensation Peer Group represents a reasonable comparator group of direct automotive supplier, technology peers and other related companies with which we compete for executive talent.

  44. Market Compensation Practices

    | 2023 Compensation Comparator Group | | | | | American Axle & Manufacturing | Dana Inc. | LCI Industries | Sensata Technologies Holding PLC | | Ametek Inc. | Garmin Ltd. | Methode Electronics. | Spirit AeroSystems Holdings, Inc. | | Ansys | Gentex Corporation | Modine Manufacturing Co. | Trimble Inc. | | Cooper-Standard Holdings Inc. | Gentherm | Rockwell Automation Inc. | |

  45. Executive Compensation Program — Description of Primary Elements

    | BASE SALARY | ANNUAL INCENTIVE | LONG-TERM INCENTIVE | | Fixed cash compensation based on the market-competitive value of the skills and knowledge required for each role. Reviewed and adjusted when appropriate to maintain market competitiveness. Increases are not automatic or guaranteed. | Designed to reward results of the prior year. Annual cash incentives are based on: •Company financial metrics chosen to drive our growth strategy •Strategic company objectives •Individual performance | Forward-looking equity awards intended to motivate and reward potential to drive future growth and align the interests of employees and shareholders. Grants awarded in the form of Performance and Restricted Stock Units. |

  46. TARGET COMPENSATION CHANGES FOR 2023

    | 2023 | Base Salary ($) | Annual Incentive ($) | Long-Term Incentive ($) | Total ($) | | Sachin S. Lawande | 1,115,000 | 1,393,750 | 8,000,000 | 10,508,750 | | Jerome J. Rouquet | 573,460 | 470,250 | 1,520,000 | 2,563,710 | | Brett D. Pynnonen | 473,385 | 318,250 | 733,600 | 1,525,235 | | Robert R. Vallance | 430,000 | 290,000 | 700,000 | 1,420,000 | | Kristin E. Trecker | 417,360 | 280,250 | 700,000 | 1,397,610 | | 2022 | Base Salary ($) | Annual Incentive ($) | Long-Term Incentive ($) | Total ($) | | Sachin S. Lawande | 1,060,000 | 1,325,000 | 7,000,000 | 9,385,000 | | Jerome J. Rouquet | 541,000 | 351,000 | 1,320,000 | 2,212,000 | | Brett D. Pynnonen | 453,000 | 295,000 | 655,000 | 1,403,000 | | Robert R. Vallance | 417,000 | 271,000 | 694,000 | 1,382,000 | | Kristin E. Trecker | 376,000 | 239,000 | 538,000 | 1,153,000 |

  47. ANNUAL INCENTIVE AWARDS

    ANNUAL INCENTIVE AWARDS The Company’s Annual Incentive program provides employees the opportunity to earn during their tenure an annual cash bonus based on specified individual, financial, operational and/or strategic performance-based goals. This program is designed to motivate executives to achieve key short-term financial and operational goals of the Company. The target incentive opportunities are set by the Committee after considering the potential impact on the business of each role, the relationships among the roles and market competitive levels for the positions. Actual awards earned can range from 0% to 200% of target based on the performance of the Company (considering both financial and non-financial performance) and the individual. On February 8, 2023, the Committee approved the 2023 AI program with the same structure and metrics as 2022 with the removal of the environmental sustainability metric modifier which was instead added to the 2023 MBOs; Adjusted EBITDA (40% weighting), Adjusted Free Cash Flow (30% weighting) and MBOs (30% weighting). The 2023 AI program was designed to provide enhanced flexibility for the Committee to exercise its informed judgement to assess Management's performance in light of the challenging external environment. Any adjustments to the financial results for the 2023 AI were to be based upon a list of agreed upon adjustment categories. In addition to the financial metrics, MBOs were developed to provide the Committee with a vehicle to holistically assess overall performance on goals that strengthen the Company’s capabilities over the longer-term in the midst of a challenging business environment.

  48. ANNUAL INCENTIVE AWARDS

    | Management Business Objectives | | | | New Business Wins | New Product Market Introduction | Software Quality & Productivity | | Organization Effectiveness | Social & Environmental Sustainability | |

  49. ANNUAL INCENTIVE AWARDS

    At the conclusion of 2023, the Committee approved the performance on the financial metrics without any adjustments which resulted in target payout for Adjusted EBITDA and Adjusted Free Cash Flow metrics.

  50. ANNUAL INCENTIVE AWARDS

    | Executive Compensation | Table of Contents |

  51. ANNUAL INCENTIVE AWARDS

    | 28 | Visteon Corporation | 2024 Proxy Statement |

  52. ANNUAL INCENTIVE AWARDS

    Specific threshold, target, and maximum goals for the 2023 Adjusted EBITDA and Adjusted Free Cash Flow (“FCF”) metrics, as well as the percentage of the target award earned are set forth below.

  53. ANNUAL INCENTIVE AWARDS

    | | 2023 Threshold | 2023 Target | 2023 Maximum | Actual Performance | Committee Assessed Performance | Weighted % Earned | | Measure ($ in millions) | 25% of Target Payout | 100% of Target Payout | 200% of Target Payout | | | | | Adjusted EBITDA(1) | $340 | $400 - $451 | $531 | $434 | $434 | 40% | | Adjusted Free Cash Flow(2) | $98 | $126 - $154 | $182 | $150 | $150 | 30% |

  54. ANNUAL INCENTIVE AWARDS

    (1)The Company defines adjusted EBITDA as net income attributable to the Company, adjusted to eliminate the impact of depreciation and amortization, restructuring and impairment expense, net interest expense, loss on divestiture, equity in net income of non-consolidated affiliates, gain on non-consolidated affiliate transactions, provision for income taxes, discontinued operations, net income attributable to non-controlling interests, non-cash stock-based compensation expense, and other gains and losses not reflective of the Company’s ongoing operations. (2)The Company defines adjusted free cash flow as cash flow provided from operating activities less capital expenditures, as further adjusted for restructuring and transformation-related payments. The adjusted free cash flow target and results for purposes of this Annual Incentive program was further adjusted to exclude U.S. pension contributions. Following the conclusion of 2023, the Committee assessed the Company’s performance against the pre-established MBOs and determined that it had exceeded the target on the basket of MBOs, resulting in a payout of 150% on the MBO portion (30% weighting) of the annual incentive program. This, combined with the results on the Adjusted EBITDA and Adjusted FCF pillar of the program, resulted in the funding of incentive awards at 115% of target. As a result, 2023 annual incentive awards were paid at 115% of target for Messrs. Lawande, Rouquet, Pynnonen, Vallance and Ms. Trecker as shown in the table below. The payouts for the executives reflect their leadership and contributions to our 2023 performance. The amounts paid to the NEOs are also set forth in the “Summary Compensation Table” under the column “Non- Equity Incentive Plan Compensation.”

  55. ANNUAL INCENTIVE AWARDS

    | 2023 Annual Incentive | Target ($) | Company Performance Factor (%) | Individual Performance Factor (%) | Amount Earned ($) | | Sachin S. Lawande | 1,393,750 | 115% | 100% | 1,602,813 | | Jerome J. Rouquet | 470,250 | 115% | 100% | 540,788 | | Brett D. Pynnonen | 318,250 | 115% | 100% | 365,988 | | Robert R. Vallance | 290,000 | 115% | 100% | 333,500 | | Kristin E. Trecker | 280,250 | 115% | 100% | 322,288 |

  56. ANNUAL INCENTIVE PROGRAM FOR 2024

    ANNUAL INCENTIVE PROGRAM FOR 2024 The 2024 AI program includes the same structure and metrics as the 2023 AI program. In addition to the financial metrics, MBOs were developed to provide the Committee with a vehicle to holistically assess overall performance on goals that strengthen the Company’s capabilities over the longer-term.

  57. LONG -TERM INCENTIVE PROGRAM CHANGES FOR 2024

    LONG -TERM INCENTIVE PROGRAM CHANGES FOR 2024 The Company’s LTI program is designed to reward executives for the achievement of specified multi-year goals that are linked to the Company’s long-term financial performance, align the delivery of incentive value with increases in the Company’s stock price and retain key employees. Typically, awards are granted each year with a vesting or performance period of three years; however, in some situations, such as the recruitment of new executives or to focus on objectives with a different duration, the Company may use a shorter or longer period. The annualized total targeted long-term incentive award opportunity is determined by considering market data, organization level and/or impact of the position on the Company’s performance.

  58. LONG -TERM INCENTIVE PROGRAM CHANGES FOR 2024

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  59. LONG -TERM INCENTIVE PROGRAM CHANGES FOR 2024

    | 2024 Proxy Statement | Visteon Corporation | 29 |

  60. LONG -TERM INCENTIVE PROGRAM CHANGES FOR 2024

    We have made the following changes to the 2024 LTI program to increase alignment with market practice: •PSU Design : The Threshold payout at 25th percentile TSR Performance has been updated to 50% from 35%; the TSR percentile rank required for maximum payout at 200% has been adjusted from 80th to 75th percentile. •Negative TSR cap : If the Company’s TSR is negative for the Performance Period, the Target Award Earned will be capped at 100% unless relative TSR is at or above the 75th percentile of the peer group at which time the cap would become 150%.

  61. 2023 LONG-TERM INCENTIVE GRANTS

    2023 LONG-TERM INCENTIVE GRANTS On March 1, 2023, all of the NEOs received regular long-term incentive grants with targeted grant date values as follows: Mr. Lawande ($8,000,000); Mr. Rouquet ($1,520,000), Mr. Pynnonen ($733,600), Mr. Vallance ($700,000), and Ms. Trecker ($700,000). The LTI grant mix consisted of PSUs and RSUs, as described below.

  62. 2023 LONG-TERM INCENTIVE GRANTS

    | Award Type and Weighting | Primary Role | Design Features | | Performance Stock Units (60% of the total LTI value) | Reward the achievement of TSR results from 2023 through 2026 relative to returns of 17 similar companies | •PSUs provide executives with the opportunity to earn shares of the Company’s stock based on the Company’s three-year TSR relative to 17 automotive sector peer companies (listed below) •The awards have a single, three-year performance period with the earned awards paid at the end of the three-year cycle (paid in early 2026) •If the Company’s actual TSR is negative during the performance period, the award earned cannot exceed 100% of target (regardless of percentile rank within the peer group) •Awards can be earned up to 200% of the target award opportunity based on the Company’s TSR performance percentile ranking within the comparator group (Visteon plus the 17 TSR peer companies) •No award is earned if Visteon’s performance is below the 25th percentile •35% of target award earned at the 25th percentile, 100% at 55th percentile and 200% at 80th percentile •Award payouts for performance between the percentiles specified above is determined based on interpolation •TSR is calculated using the 20-trading day average closing price at the start and end of the performance period, adjusted for dividends | | Restricted Stock Units (40% of the total LTI value) | Facilitate retention and provide an ownership stake | •Vest one-third per year beginning one year after the date of grant |

  63. RELATIVE TSR PEER GROUP (17 COMPANIES)

    RELATIVE TSR PEER GROUP (17 COMPANIES) The TSR Peer Group companies listed below differ from the Compensation Peer Group previously discussed. Companies with which we compete for talent are more technology-based, whereas the companies with which we compete for investor dollars are more automotive-based with lower margins.

  64. RELATIVE TSR PEER GROUP (17 COMPANIES)

    | 2023-2026 Performance Stock Units Relative TSR Peer Group | | | | Adient, Inc. | Cooper Standard | LCI Industries | | American Axle & Mfg Holdings | Dana Incorporated | Lear Corporation | | Aptiv PLC | Denso | Magna International, Inc. | | Autoliv, Inc. | Forvia | Modine Manufacturing Company | | BorgWarner Inc. | Gentex Corporation | Valeo | | Continental | Gentherm Incorporated | |

  65. RELATIVE TSR PEER GROUP (17 COMPANIES)

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  66. RELATIVE TSR PEER GROUP (17 COMPANIES)

    | 30 | Visteon Corporation | 2024 Proxy Statement |

  67. Severance and Change in Control Benefits

    Severance and Change in Control Benefits The Company has entered into change in control agreements with all of its executive officers (Mr. Lawande’s change in control benefits are included in his employment agreement rather than in a stand-alone change in control agreement), including the NEOs. These change in control agreements were last revised in October 2012 and provide certain benefits if a qualifying termination occurs following a change in control of the Company, as defined by the agreements. For the NEOs, and subject to the terms of the change in control agreements (or for Mr. Lawande, his employment agreement), change in control cash severance benefits are

  68. Severance and Change in Control Benefits

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  69. Severance and Change in Control Benefits

    | 2024 Proxy Statement | Visteon Corporation | 31 |

  70. Severance and Change in Control Benefits

    provided during their tenure as a 1.5 (SVPs) or 2.0 (CEO) multiple of the sum of the executive’s annual base salary and target annual incentive. In addition, and pursuant to their terms, the agreements provide for other severance benefits, such as the continuation of medical benefits and outplacement assistance. The agreements have a “double trigger” provision, which would require that the executive’s employment terminate without “cause” or for “good reason” following a change in control, in each case, as defined in the agreements, in order to receive benefits under the agreements. No excise tax gross-up provisions are contained in the change in control severance arrangements or in Mr. Lawande’s employment agreement. Upon the involuntary termination of employment by the Company (other than for specified reasons, including disability, availability of other severance benefits, and inappropriate conduct), executive officers are entitled to severance benefits under the Visteon Executive Severance Plan, which was last revised effective January 1, 2021 (Mr. Lawande’s severance benefits are included in his employment agreement rather than such Severance Plan). Subject to the terms of the Severance Plan, a specific and consistent level of severance benefits are provided with a cash severance payment of 1.5 (SVPs and CEO) multiplied by the sum of an executive’s annual base salary and target annual incentive. Subject to the terms of the severance plan, executives would also be entitled to the reimbursement of medical coverage premiums under COBRA for up to 18 months following termination, the provision of outplacement services for up to 12 months, and the payment of a pro-rated portion of any outstanding annual incentive based on actual company performance during the performance period. The severance plan and change in control agreements provide that outstanding stock-based awards vest only in accordance with the applicable terms and conditions of such awards. Additional details about the change in control agreements, the severance plan, the terms and conditions of awards, and the estimated value of these potential payouts are included in the “Potential Payments Upon Termination” section. The terms of Mr. Lawande’s compensation package, including potential severance and change in control benefits, are detailed in his employment agreements. See “Employment Agreement with Mr. Lawande” for additional details regarding such agreements.

  71. Executive Compensation Policies

    Executive Compensation Policies Stock Awards Granting Policy. The Company regularly grants stock awards to its NEOs and other eligible key employees. Stock awards made to executives at the time they become employees or officers of the Company have a grant date on the later of the date employment commences or the date the Committee approves the awards. In all cases, the exercise price of stock options and stock appreciation rights is the closing price on the grant date. Stock price is not a factor in selecting the timing of equity-based awards. Securities Trading and Anti-Hedging/Anti-Pledging Policy. The Company maintains a Policy Regarding Purchases and Sales of Company Stock that imposes specific standards on directors, officers and other employees of the Company. The policy, available at https://www.visteon.com/company/policies-compliance/, is intended not only to forbid such persons from trading in Company stock on the basis of inside information, but to avoid even the appearance of improper conduct on the part of such persons. In addition to the specific restrictions set forth in the policy, the policy requires that all transactions in Company stock by directors, executive officers and by others in their households be pre-cleared by the Chief Legal Officer. The only exceptions to the pre-clearance requirement are 10b5-1 trading plans that have been previously approved by the Chief Legal Officer and regular, ongoing acquisition of Company stock resulting from continued participation in employee benefit plans that the Company or its agents may administer. The Company also considers it inappropriate for any director, officer or other employee to enter into speculative transactions in the Company’s stock. Directors, officers and other employees are prohibited from engaging in the purchase or sale of puts, calls, options or other derivative securities based on the Company’s stock. The Company has a policy prohibiting all hedging or monetization transactions, such as forward sale contracts, in which the stockholder continues to own the underlying security without all the risks or rewards of ownership. Finally, directors, officers and other employees may not purchase the Company’s stock on margin or borrow against any account in which our securities are held. Pay Clawbacks. In April 2013, the Company adopted a compensation recovery policy, which requires each executive officer of the Company to repay or forfeit a portion or all of any annual incentive, PSUs or other performance-based compensation granted to him or her on or after September 29, 2012, if : •The payment, grant or vesting of such compensation was based on the achievement of financial results that were subsequently the subject of a restatement of the Company’s financial statements filed with the Securities and Exchange Commission;

  72. Executive Compensation Policies

    •The amount of the compensation that would have been received by the executive officer, had the financial results been properly reported, would have been lower than the amount actually received; Effective June 08, 2023, the policy was amended and restated to comply with the new Nasdaq listing standards that implement the new SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and applies to our executive officers (as defined in applicable SEC rules). This policy applies to all incentive-based compensation (as defined in the new SEC rules), which means any compensation that is granted, earned, or vested (including, without limitation, any annual cash bonus, incentive plan awards, performance stock units, restricted stock awards, or other performance-based compensation), which compensation is based wholly or in part upon the attainment of any financial reporting measure, including financial measures contained in the Company’s financial statements (including, for the avoidance of doubt, the Company’s stock price or any total shareholder return measure), and any measure derived in whole or in part from such financial measures. Incentive-Based Compensation will be deemed to have been “Received” in the Company’s fiscal period during which the financial reporting measure specified in or otherwise relating to the Incentive-Based Compensation award was attained, regardless of when the payment, grant or vesting occurs. In the event of an Accounting Restatement, any Recoverable Amount of any Incentive-Based Compensation Received during the applicable Look-Back Period (a) that is then-outstanding but has not yet been paid shall be automatically and immediately forfeited and (b) that has been paid to any person shall be subject to reasonably prompt repayment to the applicable member of the Company Group to the fullest extent permitted by applicable law and as directed by the Board. A copy of the policy is filed as an exhibit to the 2023 Annual Report on Form 10-K which is available on our website https://investors.visteon.com/sec- filings. Tax Deductibility of Executive Compensation. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), generally limits the Company’s federal income tax deduction to $1 million per year for compensation to its CEO and certain other highly compensated executive officers (and beginning for 2018, certain former executive officers). While it has been our policy to consider the impact of Section 162(m)’s deductibility limits when developing and implementing our executive compensation program, we also believe that it is important to preserve flexibility in administering compensation programs in a manner designed to promote varying business and talent goals. Accordingly, we have not adopted a policy that all compensation must qualify as deductible under Section 162(m). In this regard, our Committee may determine in any year that it would be in our best interest for awards to be paid under stock incentive plans, or for other compensation to be paid, that is not fully deductibility under Section 162(m) if the Committee believes that such compensation will best attract, retain, and reward executives and contribute to our business objectives.

  73. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation that was earned by, or paid or awarded to the NEOs, as required to be disclosed by SEC rules.

  74. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Options Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Sachin S. Lawande | 2023 | 1,101,250 | — | 9,794,540 | — | 1,602,813 | — | 651,887 | 13,150,490 | | Director, President and Chief Executive Officer(5) | 2022 | 1,052,500 | — | 6,999,953 | — | 1,987,500 | — | 497,328 | 10,537,281 | | | 2021 | 1,030,000 | — | 6,499,949 | — | 1,287,500 | — | 489,763 | 9,307,212 | | Jerome J. Rouquet | 2023 | 565,345 | — | 1,860,920 | — | 540,788 | — | 167,773 | 3,134,826 | | Senior Vice President and Chief Financial Officer(6) | 2022 | 537,000 | — | 1,320,091 | — | 526,500 | — | 135,587 | 2,519,178 | | | 2021 | 525,000 | — | 1,200,104 | — | 341,250 | — | 139,466 | 2,205,820 | | Brett D. Pynnonen | 2023 | 468,289 | — | 898,147 | — | 365,988 | — | 137,773 | 1,870,197 | | Senior Vice President and Chief Legal Officer(7) | 2022 | 449,750 | — | 654,928 | — | 442,500 | — | 111,466 | 1,658,644 | | | 2021 | 440,000 | — | 595,008 | — | 286,000 | — | 109,976 | 1,430,985 | | Robert R. Vallance | 2023 | 426,750 | — | 857,070 | — | 333,500 | — | 140,166 | 1,757,486 | | Senior Vice President, Customer Business Groups, New Technology Product Lines, and General Manager APAC Region(8) | 2022 | 413,971 | — | 693,996 | — | 487,800 | — | 108,402 | 1,704,169 | | | 2021 | 404,884 | — | 555,131 | — | 289,493 | — | 103,019 | 1,352,527 | | Kristin E. Trecker | 2023 | 407,020 | — | 857,070 | — | 322,288 | — | 116,670 | 1,703,048 | | Senior Vice President and Chief People Officer(9) | 2022 | 373,250 | — | 537,941 | — | 358,500 | — | 92,455 | 1,362,146 | | | 2021 | 361,250 | — | 429,890 | — | 232,000 | — | 82,044 | 1,105,184 |

  75. Summary Compensation Table

    (1)The amounts shown in this column represent the grant date fair values for PSU and RSU awards in 2023, 2022 and 2021. The grant date fair values have been determined based on the assumptions and methodologies set forth in Note 12 “Stock-Based Compensation” to the consolidated financial statements included in Item 8 “Financial Statements and Supplementary Data” of the Company's 2023 10-K. Assuming the maximum performance levels are achieved for the NEOs’ PSUs granted in 2023 and based on the grant date share price, the values in the “Stock Awards” column would be $12,799,999 for Mr. Lawande; $2,431,906 for Mr. Rouquet; $1,173,708 for Mr. Pynnonen; $1,120,095 for Mr. Vallance; and $1,120,095 for Ms. Trecker. These amounts may not reflect the actual value realized upon vesting or settlement, if any. (2)For 2023, this column is comprised of the amounts payable to each of the NEOs under the 2023 annual incentive performance program, as further described in the “Compensation Discussion and Analysis,” above. There were no earnings on non-equity incentive plan compensation earned or paid to the NEOs in or for 2023. (3)This column reflects an estimate of the aggregate change in actuarial present value of each NEOs' accumulated benefit under all defined benefit pension plans from the measurement dates for such plans used for financial statement purposes. None of the NEOs received or earned any above-market or preferential earnings on deferred compensation. (4)For 2023, this column includes the following benefits paid to, or on behalf of, the NEOs: •Life insurance premiums paid by the Company on behalf of all the NEOs; •Company contributions to the Company's 401(k) defined contribution plan, DC SERP, and Savings Parity Plan on behalf of Mr. Lawande ($633,194), Mr. Rouquet ($163,777), Mr. Pynnonen ($136,618), Mr. Vallance ($137,182) and Ms. Trecker ($114,828); •Disability insurance premiums paid by the Company on behalf of Mr. Lawande ($13,269) and Mr. Rouquet ($1,337). (5)Mr. Lawande joined Visteon as Chief Executive Officer and President effective June 29, 2015. (6)Mr. Rouquet joined Visteon as Senior Vice President, Finance on January 21, 2020 and became Chief Financial Officer on March 1, 2020. (7)Mr. Pynnonen joined Visteon on March 14, 2016. (8)Mr. Vallance has been Customer Business Groups,New Technology Product Lines, and General Manager APAC Region since January 2022. Prior to that he was Senior Vice President, Customer Business Groups since December 2016. He also served as Vice President, Customer Business Groups upon rejoining the Company in July 2014. (9)Ms. Trecker joined Visteon on May 7, 2018.

  76. Summary Compensation Table

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  77. Summary Compensation Table

    | 34 | Visteon Corporation | 2024 Proxy Statement |

  78. GRANTS OF PLAN-BASED AWARDS IN 2023

    GRANTS OF PLAN-BASED AWARDS IN 2023 The following table summarizes all incentive plan awards that were made to the NEOs during 2023.

  79. GRANTS OF PLAN-BASED AWARDS IN 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($ /Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Sachin S. Lawande | | | | | | | | | | | | | Annual Cash Incentive(1) | — | 104,531 | 1,393,750 | 2,787,500 | — | — | — | — | — | — | — | | Restricted Stock Units | 3/1/2023 | — | — | — | — | — | — | 18,861 | — | — | 3,199,957 | | Performance Stock Units | 3/1/2023 | — | — | — | 9,902 | 28,292 | 56,584 | — | — | — | 6,594,582 | | Jerome J. Rouquet | | | | | | | | | | | | | Annual Cash Incentive(1) | — | 35,269 | 470,250 | 940,500 | — | — | — | — | — | — | — | | Restricted Stock Units | 3/1/2023 | — | — | — | — | — | — | 3,584 | — | — | 608,061 | | Performance Stock Units | 3/1/2023 | — | — | — | 1,881 | 5,375 | 10,750 | — | — | — | 1,252,859 | | Brett D. Pynnonen | | | | | | | | | | | | | Annual Cash Incentive(1) | — | 23,869 | 318,250 | 636,500 | — | — | — | — | — | — | — | | Restricted Stock Units | 3/1/2023 | — | — | — | — | — | — | 1,730 | — | — | 293,512 | | Performance Stock Units | 3/1/2023 | — | — | — | 908 | 2,594 | 5,188 | — | — | — | 604,635 | | Robert R. Vallance | | | | | | | | | | | | | Annual Cash Incentive(1) | — | 21,750 | 290,000 | 580,000 | — | — | — | — | — | — | — | | Restricted Stock Units | 3/1/2023 | — | — | — | — | — | — | 1,650 | — | — | 279,939 | | Performance Stock Units | 3/1/2023 | — | — | — | 867 | 2,476 | 4,952 | — | — | — | 577,131 | | Kristin E. Trecker | | | | | | | | | | | | | Annual Cash Incentive(1) | — | 21,019 | 280,250 | 560,500 | — | — | — | — | — | — | — | | Restricted Stock Units | 3/1/2023 | — | — | — | — | — | — | 1,650 | — | — | 279,939 | | Performance Stock Units | 3/1/2023 | — | — | — | 867 | 2,476 | 4,952 | — | — | — | 577,131 |

  80. GRANTS OF PLAN-BASED AWARDS IN 2023

    (1)Represents the performance-based cash bonus opportunity under the 2023 annual incentive program, as further described in the “Compensation Discussion and Analysis,” above. The amounts actually paid under this program are set forth in the “Non-Equity Incentive Plan Compensation” column of the above “Summary Compensation Table.” (2)Represents PSU grants made under the 2023 long-term incentive program, as further described in the “Compensation Discussion and Analysis,” above. (3)Represents RSUs granted under the 2023 long-term incentive program, as further described in the “Compensation Discussion and Analysis,” above. (4)A discussion of assumptions used in calculating grant date fair values in accordance with FASB ASC Topic 718 may be found in Note 12 “Stock Based Compensation” to the consolidated financial statements included in Item 8 “Financial Statements and Supplementary Data” of the Company’s 2023 Form 10-K. The grant date fair value for the RSUs was based on price of $169.66, the closing price of the Company’s stock on the grant date. The grant date fair value for the PSUs was determined using a Monte Carlo simulation and was based on a price of $233.09 per target unit. The ultimate value of stock-based awards, if any, will depend on the future value of the common stock and the holder’s investment decisions, neither of which can be accurately predicted.

  81. GRANTS OF PLAN-BASED AWARDS IN 2023

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  82. GRANTS OF PLAN-BASED AWARDS IN 2023

    | 36 | Visteon Corporation | 2024 Proxy Statement |

  83. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table sets forth information on outstanding stock options and stock units held by the NEOs at December 31, 2023, including the number of shares underlying both exercisable and unexercisable portions of each stock option as well as the exercise price and expiration date of each outstanding option. Outstanding equity awards at December 31, 2023 are as follows (unless otherwise indicated by footnote):

  84. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Sachin S. Lawande | 3/1/2018 | 47,036 | — | — | 124.34 | 2/28/2025 | — | — | — | — | | | 3/7/2019 | 63,748 | — | — | 80.97 | 3/6/2026 | — | — | — | — | | | 3/4/2020 | 70,126 | — | — | 66.98 | 3/3/2027 | — | — | — | — | | | 3/11/2021 | — | — | — | — | — | 6,780(4) | 846,822 | 26,111(7) | 3,261,264 | | | 3/1/2022 | — | — | — | — | — | 16,666(5) | 2,081,583 | 51,476(8) | 6,429,352 | | | 3/1/2023 | — | — | — | — | — | 18,861(6) | 2,355,739 | —(9) | — | | Jerome J. Rouquet | 3/4/2020 | 4,675 | — | — | 66.98 | 3/3/2027 | — | — | — | — | | | 3/11/2021 | — | — | — | — | — | 1,252(4) | 156,375 | 4,821(7) | 602,143 | | | 3/1/2022 | — | — | — | — | — | 3,143(5) | 392,561 | 9,708(8) | 1,212,529 | | | 3/1/2023 | — | — | — | — | — | 3,584(6) | 447,642 | —(9) | — | | Brett D. Pynnonen | 3/11/2021 | — | — | — | — | — | 621(4) | 77,563 | 2,390(7) | 298,511 | | | 3/1/2022 | — | — | — | — | — | 1,560(5) | 194,844 | 4,816(8) | 601,518 | | | 3/1/2023 | — | — | — | — | — | 1,730(6) | 216,077 | —(9) | — | | Robert R. Vallance | 3/11/2021 | — | — | — | — | — | 579(4) | 72,317 | 2,230(7) | 278,527 | | | 3/1/2022 | — | — | — | — | — | 1,652(5) | 206,335 | 5,104(8) | 637,490 | | | 3/1/2023 | — | — | — | — | — | 1,650(6) | 206,085 | —(9) | — | | Kristin E. Trecker | 5/7/2018 | 1,217 | — | — | 124.72 | 5/6/2025 | — | — | — | — | | | 3/4/2020 | 1,500 | — | — | 66.98 | 3/3/2027 | — | — | — | — | | | 3/11/2021 | — | — | — | — | — | 449(4) | 56,080 | 1,727(7) | 215,702 | | | 3/1/2022 | — | — | — | — | — | 1,281(5) | 159,997 | 3,956(8) | 494,104 | | | 3/1/2023 | — | — | — | — | — | 1,650(6) | 206,085 | —(9) | — |

  85. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (1)Stock options vest in one-third increments annually from date of grant. (2)Reflects the exercise price for the options granted. (3)The market value of unvested RSUs and PSUs was determined using a per share price of $124.9, the closing price of our common stock as reported on the NASDAQ Global Select Market as of December 29, 2023. (4)RSUs that vested on March 15, 2024. Original award vested ratably over three years. (5)RSUs that vest on each of March 15, 2024 and 2025. Original award vested ratably over three years. (6)RSUs that vest one-third on each of March 15, 2024, 2025 and 2026. (7)PSUs granted in 2021 with a performance period which concluded on December 31, 2023 and vesting which occurred on January 31, 2024 as adjusted for the actual aggregate relative TSR performance achieved of 100%, certified by the Committee on February 8, 2024. (8)PSUs granted in 2022 with a performance period which concludes on December 31, 2024 and vesting on January 31, 2025 as adjusted to 200% relative TSR performance. (9)PSUs granted in 2023 with a performance period which concludes on February 28, 2026 and vesting on February 28, 2026 as adjusted to 0% relative TSR performance.

  86. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

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  87. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | 2024 Proxy Statement | Visteon Corporation | 37 |

  88. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023 The following table sets forth information regarding the exercising of vested stock options and the vesting of RSUs and/or PSUs during 2023 for each of the NEOs on an aggregated basis.

  89. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(2) | | Sachin S. Lawande | 47,187 | 2,549,090 | 93,786 | 14,635,824 | | Jerome J. Rouquet | 9,350 | 791,425 | 18,559 | 2,896,382 | | Brett D. Pynnonen | 8,403 | 495,901 | 7,694 | 1,200,548 | | Robert R. Vallance | 4,648 | 288,291 | 7,438 | 1,160,557 | | Kristin E. Trecker | | | 6,136 | 957,468 |

  90. OPTION EXERCISES AND STOCK VESTED IN 2023

    (1)These values were determined by using the market value of our common stock on NASDAQ at the time of exercise less the option exercise price, without regard to cash or shares withheld for income tax purposes. (2)These values were determined by using the average of the high and low prices of our common stock on NASDAQ on such vesting dates for 2020 awards and the closing price of our common stock on NASDAQ on the vesting date was used for 2021 and 2022 awards, without regard to cash or shares withheld for income tax purposes.

  91. PENSION BENEFITS

    PENSION BENEFITS The Company froze its defined benefit pension plan for U.S. employees effective December 31, 2011. The NEOs are not entitled to defined benefits as they joined the Company after this date.

  92. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    NONQUALIFIED DEFERRED COMPENSATION FOR 2023 The following table provides information about the nonqualified, defined contribution deferred compensation plans in which our NEOs participate, subject to the terms of such plans. Our NEOs participate during their tenure in the Savings Parity Plan and the Defined Contribution Supplemental Executive Retirement Plan (“DC SERP”) Plan, both of which became effective on January 1, 2012. The Savings Parity Plan restores company matching contributions under the Visteon Investment Plan, Visteon’s investment and savings plan, lost due to IRS Code limitations. The DC SERP plan provides benefits through a defined contribution approach where eligible employees receive credits equal to 6%, 9% or 14.5% of base compensation and annual incentive, dependent upon their organizational levels. Effective October 18, 2023, the SERP is closed to new entrants. Account balances in both the Savings Parity Plan and DC SERP will be increased or reduced to reflect earnings and losses on hypothetical investments designated by the employee.

  93. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | Executive Compensation | Table of Contents |

  94. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | 38 | Visteon Corporation | 2024 Proxy Statement |

  95. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(3) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Sachin S. Lawande | | | | | | | Savings Parity Plan(1) | — | 165,525 | 127,251 | — | 1,138,479 | | DC SERP(2) | — | 447,869 | 460,140 | — | 3,507,647 | | Jerome J. Rouquet | | | | | | | Savings Parity Plan(1) | — | 45,711 | 8,773 | — | 121,373 | | DC SERP(2) | — | 98,266 | 37,471 | — | 309,638 | | Brett D. Pynnonen | | | | | | | Savings Parity Plan(1) | — | 34,847 | 23,761 | — | 207,131 | | DC SERP(2) | — | 81,971 | 80,161 | — | 581,474 | | Robert R. Vallance | | | | | | | Savings Parity Plan(1) | — | 35,073 | 96,974 | — | 351,231 | | DC SERP(2) | — | 82,309 | 234,121 | — | 778,807 | | Kristin E. Trecker | | | | | | | Savings Parity Plan(1) | — | 26,131 | 5,665 | — | 73,598 | | DC SERP(2) | — | 68,897 | 49,683 | — | 318,838 |

  96. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    (1)The Savings Parity Plan was adopted effective January 1, 2012. The company contributions noted in this table represent accrued contributions to be credited to each participant’s account for the fiscal year reported in this Proxy as well as well as the aggregate earnings and aggregate withdrawals/distributions made to the participants’ accounts during fiscal year 2023. (2)The Defined Contribution SERP (“DC SERP”) was adopted effective January 1, 2012. This table reflects company contributions, aggregate earnings, aggregate gains/losses, and aggregate withdrawals/distributions made to the participants’ accounts during fiscal year 2023. (3)These amounts are included in the All Other Compensation column of the Summary Compensation Table.

  97. Potential Payments Upon Termination

    Potential Payments Upon Termination Set forth below are estimated accelerated payments and benefits that would have been provided to the NEOs remaining employed by the Company at the end of 2023 upon their hypothetical termination of employment (or that would have been accelerated upon a change in control) under specified circumstances as provided in the relevant agreements and plans. This assumes that the relevant triggering event occurred at December 31, 2023 and the figures are based on the Company’s closing common stock price as of December 29, 2023. These disclosed amounts are estimates only and do not necessarily reflect the actual amounts that would be paid to those NEOs, which amounts would only be known at the time that they become eligible for payment and would only be payable if any of the triggering events were to occur under the terms of the relevant agreements. Accrued amounts (other than the accelerated vesting of retirement benefits noted below) under the Company’s pension and defined contribution plans are not included in this table.

  98. Potential Payments Upon Termination

    | Table of Contents | Executive Compensation |

  99. Potential Payments Upon Termination

    | 2024 Proxy Statement | Visteon Corporation | 39 |

  100. Potential Payments Upon Termination

    | Named Executive Officer | Involuntary Termination (w/o cause or for Good Reason) ($) | Change in Control ($) | Qualifying Termination after Change in Control ($) | | Sachin S. Lawande | | | | | • Severance Payments | 3,763,125 | N/A | 5,017,500 | | • Accelerated Stock Option Vesting(1) | — | — | — | | • Accelerated Stock/Unit Awards Vesting(2) | 9,372,871 | — | 14,974,761 | | • Deferred Compensation(3) | — | — | — | | • Continuation of Health & Welfare Benefits(4) | 24,467 | N/A | 27,518 | | • Outplacement Services(5) | 50,000 | N/A | 50,000 | | Totals | 13,210,463 | — | 20,069,779 | | Jerome J. Rouquet | | | | | • Severance Payments | 1,565,565 | N/A | 1,565,565 | | • Accelerated Stock Option Vesting(1) | — | — | — | | • Accelerated Stock/Unit Awards Vesting(6) | 1,753,471 | — | 2,811,249 | | • Deferred Compensation(3) | — | — | 431,011 | | • Continuation of Health & Welfare Benefits(4) | 32,248 | N/A | 33,817 | | • Outplacement Services(5) | 50,000 | N/A | 50,000 | | Totals | 3,401,284 | — | 4,891,642 | | Brett D. Pynnonen | | | | | • Severance Payments | 1,187,453 | N/A | 1,187,453 | | • Accelerated Stock Option Vesting(1) | — | — | — | | • Accelerated Stock/Unit Awards Vesting(6) | 868,055 | — | 1,388,513 | | • Deferred Compensation(3) | — | — | — | | • Continuation of Health & Welfare Benefits(4) | — | N/A | 1,295 | | • Outplacement Services(5) | 50,000 | N/A | 50,000 | | Totals | 2,105,508 | — | 2,627,261 | | Robert R. Vallance | | | | | • Severance Payments | 1,080,000 | N/A | 1,080,000 | | • Accelerated Stock Option Vesting(1) | — | — | — | | • Accelerated Stock/Unit Awards Vesting(6) | 1,140,837 | — | 1,400,754 | | • Deferred Compensation(3) | — | — | — | | • Continuation of Health & Welfare Benefits(4) | 32,248 | N/A | 33,424 | | • Outplacement Services(5) | 50,000 | N/A | 50,000 | | Totals | 2,303,085 | — | 2,564,178 |

  101. Potential Payments Upon Termination

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  102. Potential Payments Upon Termination

    | 40 | Visteon Corporation | 2024 Proxy Statement |

  103. Potential Payments Upon Termination

    | Named Executive Officer | Involuntary Termination (w/o cause or for Good Reason) ($) | Change in Control ($) | Qualifying Termination after Change in Control ($) | | Kristin E. Trecker | | | | | • Severance Payments | 1,046,415 | N/A | 1,046,415 | | • Accelerated Stock Option Vesting(1) | — | — | — | | • Accelerated Stock/Unit Awards Vesting(6) | 686,076 | — | 1,131,969 | | • Deferred Compensation(3) | — | — | | | • Continuation of Health & Welfare Benefits(4) | 24,467 | N/A | 25,609 | | • Outplacement Services(5) | 50,000 | N/A | 50,000 | | Totals | 1,806,958 | — | 2,253,993 |

  104. Potential Payments Upon Termination

    (1)Vesting for all unvested stock options would be accelerated in the event of a change in control followed by a qualifying termination, as defined by the terms and conditions of the relevant awards; the amount included in the table above is the excess of the market price of Visteon common stock as of December 29, 2023 over the exercise prices of the unvested stock options. (2)Mr. Lawande’s RSU and PSU awards are prorated based on service under an involuntary termination without cause or for good reason and fully vest under a qualifying termination after a change in control. The value of the units under each scenario is based upon the market price of Visteon common stock on December 29, 2023 and for PSUs, estimated performance through that date. Additionally, it is assumed that all units are converted or assumed by an acquirer in the event of a change in control, and, thus, such awards do not accelerate upon a change in control with continuing employment. (3)Represents the unvested values as of December 31, 2023 payable under each scenario for the participant’s accounts in the DC SERP and Savings Parity Plan, nonqualified deferred compensation plans. (4)The estimated cost of continuing health and welfare benefits is based on current insurance premiums. (5)The amount of covered or reimbursed services was assumed to be the maximum amount allowable under change in control agreements and the severance plan, as described further below. The amounts to be reimbursed will be only for those expenses actually incurred by the executive, and may be significantly less than the amount presented in the table. (6)Messrs. Rouquet, Vallance, Pynnonen, and Ms. Trecker’s RSU and PSU awards are prorated based on service under an involuntary termination without cause and fully vest under a qualifying termination after a change in control as defined under the terms and conditions of the relevant awards. The 2022 and 2023 RSU award for Mr. Vallance will vest 100% as he has met the retirement eligible criteria of 60 years of age and 5 years of service. The value of the units under each scenario is based upon the market price of Visteon common stock on December 29, 2023 and for the PSUs, estimated performance through that date. Additionally, it is assumed that all units are converted or assumed by an acquirer in the event of a change in control, and, thus, such awards do not accelerate upon a change in control with continuing employment.

  105. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON CHANGE IN CONTROL The Incentive Plans contain “double-trigger” award acceleration provisions upon a change in control. Thus, awards under the Incentive Plans will be accelerated upon a change in control (without a subsequent termination of employment) only if the awards are not assumed, converted or replaced by the acquirer or continuing entity.

  106. CEO Pay Ratio

    CEO Pay Ratio The 2023 annual total compensation of the Company’s CEO was $13,150,490. The 2023 annual total compensation of the median employee (excluding the CEO) was $24,943; this employee is located in India. The ratio between the two amounts is 527:1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934. As permitted by SEC rules, to identify our median employee, we selected November 30, 2023, which is within the last three months of 2023, as the date upon which we would identify the “median employee,” because it enabled us to make such identification in a reasonably efficient and economical manner. As of that date, the Company and its consolidated subsidiaries employed 10,455 employees in 20 countries. All full-time, part-time and temporary hourly and salaried employees of Visteon and its consolidated subsidiaries were included. To identify the median employee, the Company applied a consistent definition of fixed cash compensation, which for hourly employees included their hourly rate and a reasonable estimate of hours worked. This definition of compensation was chosen because we believe it is a compensation measure that can be applied consistently across the globe. The compensation for any permanent employee who was hired after January 1, 2023, was annualized for 2023. We did not use any statistical sampling, cost- of-living adjustments or exclusions for purposes of this pay ratio disclosure. Because the SEC rules for identifying the median of the annual total compensation of all our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to use a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio we are reporting, as those companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

  107. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Organization and Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  108. Pay Versus Performance

    | Year (a) | Summary Compensation Table Total for PEO(¹) ($) (b) | Compensation Actually Paid to PEO($)(¹)˒(²)˒(³) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(¹)($) (d) | Average Compensation Actually Paid to Non-PEO NEOs(¹)˒(²)˒(³) ($) (e) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) (h) | Adjusted EBITDA(⁵) ($ Millions) (i) | | | | | | | TSR ($) (f) | Peer Group TSR ($) (g) | | | | 2023 | 13,150,490 | 9,298,232 | 2,116,389 | 1,664,356 | 144.24 | 99.55 | 505 | 434 | | 2022 | 10,537,281 | 18,179,329 | 1,811,034 | 2,678,398 | 151.09 | 101.74 | 130 | 348 | | 2021 | 9,307,212 | 4,152,980 | 1,523,629 | 1,061,924 | 128.35 | 139.01 | 50 | 228 | | 2020 | 8,261,197 | 22,288,540 | 1,433,954 | 2,290,770 | 144.96 | 116.02 | (48) | 192 |

  109. Pay Versus Performance

    | Table of Contents | Executive Compensation |

  110. Pay Versus Performance

    | 2024 Proxy Statement | Visteon Corporation | 45 |

  111. Pay Versus Performance

    (1)Mr. Sachin S. Lawande was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  112. Pay Versus Performance

    | 2020 | 2021- 2023 | | Jerome J. Rouquet | Jerome J. Rouquet | | Brett D. Pynnonen | Robert R. Vallance | | Robert R. Vallance | Brett D. Pynnonen | | Matthew M. Cole | Kristin E. Trecker | | Sunil K. Bilolikar | | | William M. Robertson | |

  113. Pay Versus Performance

    (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.

  114. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Change in Pension Value for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Pension Service Cost for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | 13,150,490 | — | (9,794,540) | — | 5,942,282 | 9,298,232 | | 2022 | 10,537,281 | — | (6,999,953) | — | 14,642,001 | 18,179,329 | | 2021 | 9,307,212 | — | (6,499,949) | — | 1,345,717 | 4,152,980 | | 2020 | 8,261,197 | — | (5,795,378) | — | 19,822,721 | 22,288,540 |

  115. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non- PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non- PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 2,116,389 | — | (1,118,302) | — | 666,269 | 1,664,356 | | 2022 | 1,811,034 | — | (801,739) | — | 1,669,102 | 2,678,398 | | 2021 | 1,523,629 | — | (695,033) | — | 233,328 | 1,061,924 | | 2020 | 1,433,954 | (95,037) | (501,984) | — | 1,453,837 | 2,290,770 |

  116. Pay Versus Performance

    | Executive Compensation | Table of Contents |

  117. Pay Versus Performance

    | 46 | Visteon Corporation | 2024 Proxy Statement |

  118. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  119. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2023 | 5,127,683 | (2,296,321) | 3,110,920 | — | 5,942,282 | | 2022 | 9,013,070 | 6,754,492 | (1,125,561) | — | 14,642,001 | | 2021 | 4,994,925 | (3,675,719) | 26,511 | — | 1,345,717 | | 2020 | 15,113,871 | 5,814,504 | (1,105,654) | — | 19,822,721 |

  120. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 585,460 | (248,677) | 329,486 | — | 666,269 | | 2022 | 1,032,315 | 715,181 | (78,394) | — | 1,669,102 | | 2021 | 534,103 | (345,800) | 45,025 | — | 233,328 | | 2020 | 1,202,649 | 386,019 | (80,444) | (54,387) | 1,453,837 |

  121. Pay Versus Performance

    (4)The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Auto Parts Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Dow Jones U.S. Auto Parts Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5)We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Adjusted EBITDA, which is a non-GAAP supplemental financial measure, is defined in the Annual Incentive Awards section of our Compensation Discussion and Analysis on page 30, and see Appendix B to this Proxy Statement for a reconciliation of the Company’s adjusted EBITDA to net income (loss) (the most directly comparable GAAP financial measure). This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  122. Pay Versus Performance

    | Table of Contents | Executive Compensation |

  123. Pay Versus Performance

    | 2024 Proxy Statement | Visteon Corporation | 47 |

  124. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total

  125. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years.

  126. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    | Executive Compensation | Table of Contents |

  127. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    | 48 | Visteon Corporation | 2024 Proxy Statement |

  128. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted EBITDA

    Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Adjusted EBITDA during the four most recently completed fiscal years.

  129. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS To be elected, directors must receive a majority of the votes cast (the number of shares voted “For” a director nominee must exceed the number of votes cast “Against” that nominee), except in the event of a contested election. A properly executed proxy marked “Abstain” with respect to such matter will not be counted as votes “For” or “Against” a director, although it will be counted for purposes of determining whether there is a quorum. In the event of a contested election (where the number of nominees exceeds the number of vacancies), the affirmative vote of a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors would be required for the election of directors. A properly executed proxy marked to withhold authority with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum.