DEF 14A of Visteon Corp, Apr 28, 2026

DEF 14A of Visteon Corp

Filed Apr 28, 2026 · FY20250001111335-26-000021

Open on EDGAR

  1. Director Nominees

    Director Nominees Upon the recommendation of the Corporate Sustainability and Governance Committee, the Board has nominated the following eight 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 | | Jeffrey D. Jones | 73 | 2010 | | Attorney, Kim & Chang | 1 | | Bunsei Kure | 69 | 2022 | | Former CEO Renesas Electronics | — | | Sachin S. Lawande | 58 | 2015 | | CEO and President of Visteon Corporation | 1 | | Joanne M. Maguire | 72 | 2015 | | Former EVP of Lockheed Martin Corporation | 1 | | Robert J. Manzo | 68 | 2012 | | Managing Member of RJM, LLC | 1 | | Francis M. Scricco | 76 | 2012 | | Former SVP, Avaya, Inc. and former President and CEO of Arrow Electronics, Inc. | — | | Marjorie T. Sennett | 65 | 2025 | | Former Managing Director, Farallon Capital Management, LLC | 1 | | David L. Treadwell | 71 | 2012 | | Former CEO and President of EaglePicher Corporation | — |

  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

    | | | Jones | Kure | Lawande | Maguire | Manzo | Scricco | Sennett | 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 | | | | • | | | | | | | Government/Public Policy Expertise | • | | | • | | | | |

  5. Summary of Qualifications of Director Nominees

    | 2026 Proxy Statement | Visteon Corporation | 9 |

  6. Summary of Qualifications of Director Nominees

    | Table of Contents | Item One |

  7. Nominees for Directors

    Nominees for Directors

  8. Nominees for Directors

    | | Jeffrey D. Jones | Director Since: 2010 | Age: 73 | | | 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. | | |

  9. Nominees for Directors

    | | Bunsei Kure | Director Since: 2022 | Age: 69 | | | 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 served on the board of Nippon Avionics Co., Ltd. during the past five years. | | | | | 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. | | |

  10. Nominees for Directors

    | | Sachin S. Lawande | Director Since: 2015 | Age: 58 | | | 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 brings extensive automotive industry leadership experience, including leadership roles with a global automotive components supplier, as well as deep expertise spanning technology, software, and innovation. | | |

  11. Nominees for Directors

    | 10 | Visteon Corporation | 2026 Proxy Statement |

  12. Nominees for Directors

    | Item One | Table of Contents |

  13. Nominees for Directors

    | | Joanne M. Maguire | Director Since: 2015 | Age: 72 | | | 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. During the past five years, Ms. Maguire also served on 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. | | |

  14. Nominees for Directors

    | | Robert J. Manzo | Director Since: 2012 | Age: 68 | | | 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. | | |

  15. Nominees for Directors

    | | Francis M. Scricco | Director Since: 2012 | Age: 76 | | | 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 boards of Ecobat, LLC and PAK Quality Foods Holdings, LLC, both privately held companies, and he served on the boards of Masonite International Corporation and Transportation Insight, LLC during the past five years. | | | | | 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. | | |

  16. Nominees for Directors

    | 2026 Proxy Statement | Visteon Corporation | 11 |

  17. Nominees for Directors

    | Table of Contents | Item One |

  18. Nominees for Directors

    | | Marjorie T. Sennett | Director Since: 2025 | Age: 65 | | | Ms. Sennett served as Managing Director of Farallon Capital Management, LLC, an institutional asset management firm, from 2004 until her retirement in June 2009. She initially joined Farallon in 2001 as a senior research analyst and consultant. Earlier in her career, Ms. Sennett was Chief Financial Officer of eGroups, Inc., where she co‑led the company’s sale to Yahoo! Inc., and Chief Financial Officer of Amylin Pharmaceuticals, Inc., where she led the company’s initial public offering and subsequent follow‑on equity offerings. Ms. Sennett also serves as a member of the Board of Directors of Cognex Corporation. | | | | | Ms. Sennett brings public board experience, extensive knowledge of corporate finance and financial reporting, financial leadership in fast-growing companies in the technology and biotechnology sectors, and experience as an institutional investor. | | |

  19. Nominees for Directors

    | | David L. Treadwell | Director Since: 2012 | Age: 71 | | | 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. | | |

  20. Nominees for Directors

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

  21. Nominees for Directors

    | 12 | Visteon Corporation | 2026 Proxy Statement |

  22. Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | James J. Barrese | 95,000 | 150,000 | — | 245,000 | | Naomi M. Bergman | 105,000 | 150,000 | — | 255,000 | | Jeffrey D. Jones | 95,000 | 150,000 | — | 245,000 | | Bunsei Kure | 95,000 | 150,000 | — | 245,000 | | Joanne M. Maguire | 110,000 | 150,000 | — | 260,000 | | Robert J. Manzo | 145,000 | 150,000 | — | 295,000 | | Francis M. Scricco | 170,000 | 150,000 | — | 320,000 | | Marjorie T. Sennett(2) | 48,037 | 133,154 | — | 181,191 | | David L. Treadwell | 125,000 | 150,000 | — | 275,000 |

  23. 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 15, 2026. No shares have been pledged as collateral for loans or other obligations by any director or executive officer listed below.

  24. Directors and Executive Officers

    | | Common Stock Beneficially Owned | | Stock Units(2)(3)(4) | | Name | Number(1) | Percent of Outstanding | | | Sachin S. Lawande(5) | 421,630 | 1.6% | 85,142 | | James J. Barrese | 3,033 | * | 7,843 | | Naomi M. Bergman | 1,000 | * | 19,234 | | Jeffery D. Jones | 1,332 | * | 11,790 | | Bunsei Kure | 2,030 | * | 1,814 | | Joanne M. Maguire | 3,033 | * | 10,309 | | Robert J. Manzo(6) | 8,033 | * | 11,790 | | Francis M. Scricco | 8,392 | * | 23,923 | | Marjorie T. Sennett | — | * | 1,206 | | David L. Treadwell | 5,033 | * | 10,309 | | Jerome J. Rouquet | 28,042 | * | 15,986 | | Brett D. Pynnonen | 12,967 | * | 9,149 | | Kristin E. Trecker | 12,811 | * | 7,586 | | Robert R. Vallance | 26,838 | * | 7,925 | | All executive officers and directors as a group (18 persons) | 532,254 | 2.0% | 239,339 |

  25. 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 granted by the Company and exercisable on or within 60 days after April 15, 2026: Mr. Lawande (49,826 shares) and Mr. Rouquet (4,675 shares). (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 as amended, 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 as amended, which are payable upon vesting in shares of common stock or cash at the election of the Company.

  26. Directors and Executive Officers

    | 2026 Proxy Statement | Visteon Corporation | 19 |

  27. Directors and Executive Officers

    | Table of Contents | Security Ownership |

  28. Directors and Executive Officers

    (4)Dividend equivalents under the 2020 Incentive Plan are not included. (5)Includes 146,229 shares held in a Spousal Lifetime Access Trust ("SLAT") for the benefit of Mr. Lawande's spouse and children, of which the spouse is the trustee. (6)Includes 4,000 shares held by Mr. Manzo's spouse.

  29. 2025 Other NEOs Target Pay Mix

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

  30. OUR 2025 PERFORMANCE RESULTS ARE REFLECTED IN 2025 TOTAL DIRECT COMPENSATION

    OUR 2025 PERFORMANCE RESULTS ARE REFLECTED IN 2025 TOTAL DIRECT COMPENSATION The 2025 compensation for our NEOs is commensurate with the Company’s 2025 performance and the goals established under our executive compensation program. The mix of award types and incentive plan performance measures were selected to align with our business strategy, talent needs and market practices. Actual pay to be realized by the executive officers was based primarily on the Company’s financial and stock price performance results. A majority of pay was based on at-risk elements, given our focus on performance-based pay elements (annual and long-term incentives). The chart below shows the cash versus equity components of target compensation for 2023-2025 which was awarded to our CEO as compared to compensation received or projected to be received as of December 31, 2025 using the Company's stock price as of that date. The Company’s total shareholder return (“TSR”) for the same period was -27%. Short-term incentives were funded at 115% for 2023, and 145% for 2024 and 2025, respectively. 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, 2025; and •The value of Restricted Stock Unit ("RSU") awards at the grant date as compared to the value as of December 31, 2025. These factors, which resulted in realizable compensation for the 2023-2025 period lower than the target compensation by approximately 32% while TSR decreased by 27%, reinforces the performance orientation of our program and the alignment of interests between our executives and our shareholders.

  31. SHORT-TERM INCENTIVE COMPENSATION

    SHORT-TERM INCENTIVE COMPENSATION The 2025 Annual Incentive (“AI”) program was designed to provide 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 2024. In February of 2025, the Committee approved the AI program which considers adjustments to 2025 Adjusted EBITDA and Adjusted Free Cash flow targets based on an agreed list of adjustment categories. The 2025 AI program paid at 145% 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 2025.

  32. LONG-TERM INCENTIVE COMPENSATION AWARDS

    LONG-TERM INCENTIVE COMPENSATION AWARDS All NEOs received annual Long-Term Incentive (“LTI”) awards in March 2025 which included performance stock units (“PSUs”) and restricted stock units (“RSUs”). PSUs granted to NEOs in 2023-2024 were based on a performance metric of relative total shareholder return over a three year period. The 2025 PSUs incorporate two equally weighted measures: return on invested capital (ROIC) (50% weighting) and relative total shareholder return (rTSR) (50% weighting).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, 2025. The PSUs granted in 2023 were vested in the first quarter of 2026.

  33. LONG-TERM INCENTIVE COMPENSATION AWARDS

    | Year Granted | Applicable NEOs | Performance Period | Metric | Actual or Estimated Weighted Average Payout Percentage | | 2025 | All NEOs | Mar 2025-Feb 2028 | Relative TSR and Return on Invested Capital | Estimated: 128.5% | | 2024 | All NEOs | Mar 2024-Feb 2027 | Relative TSR | Estimated: 0% | | 2023 | All NEOs | Mar 2023-Feb 2026 | Relative TSR | Actual: 0% |

  34. LONG-TERM INCENTIVE COMPENSATION AWARDS

    | 24 | Visteon Corporation | 2026 Proxy Statement |

  35. LONG-TERM INCENTIVE COMPENSATION AWARDS

    | Executive Compensation | Table of Contents |

  36. 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 |

  37. How We Responded

    How We Responded The use of a single performance metric under the LTI plan may only reflect a narrow view of Company results. Our proxy advisory firms, indicated a preference for LTI programs that incorporate multiple, distinct metrics to provide a fuller, more comprehensive view of overall performance, financial efficiency, and market results. Introduced a second performance metric to the 2025 PSU design to ensure a more balanced and robust assessment of long-term performance. Beginning with the 2025 PSU grants, transitioned from a single- metric design to a dual-metric framework, balancing Relative Total Shareholder Return (rTSR) with Return on Invested Capital (ROIC) each weighing 50%. See - "Changes detailed under 2025 LONG-TERM INCENTIVE GRANTS on page 29"

  38. 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 |

  39. 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 2025, 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”). For 2025, the peer group remained unchanged from 2024. 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.

  40. Market Compensation Practices

    | 2025 Compensation Comparator Group | | | | | American Axle & Manufacturing Holdings, Inc.(1) | Dana Incorporated | LCI Industries | Sensata Technologies Holding PLC | | Ametek, Inc. | Garmin Ltd. | Methode Electronics, Inc. | Spirit AeroSystems Holdings, Inc. | | Ansys, Inc. | Gentex Corporation | Modine Manufacturing Company | Trimble Inc. | | Cooper-Standard Holdings Inc. | Gentherm Inc. | Rockwell Automation, Inc. | |

  41. 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. |

  42. TARGET COMPENSATION CHANGES FOR 2025

    | 2025 | Base Salary ($) | Annual Incentive ($) | Long-Term Incentive ($) | Total ($) | | Sachin S. Lawande | 1,150,000 | 1,725,000 | 10,000,000 | 12,875,000 | | Jerome J. Rouquet | 590,700 | 470,250 | 1,900,000 | 2,960,950 | | Brett D. Pynnonen | 500,000 | 350,000 | 1,050,000 | 1,900,000 | | Robert R. Vallance | 442,900 | 290,000 | 900,000 | 1,632,900 | | Kristin E. Trecker | 429,900 | 280,250 | 890,000 | 1,600,150 | | 2024 | Base Salary ($) | Annual Incentive ($) | Long-Term Incentive ($) | Total ($) | | Sachin S. Lawande | 1,150,000 | 1,725,000 | 8,850,000 | 11,725,000 | | Jerome J. Rouquet | 590,700 | 470,250 | 1,520,000 | 2,580,950 | | Brett D. Pynnonen | 487,600 | 318,250 | 733,600 | 1,539,450 | | Robert R. Vallance | 442,900 | 290,000 | 700,000 | 1,432,900 | | Kristin E. Trecker | 429,900 | 280,250 | 700,000 | 1,410,150 |

  43. 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 5, 2025, the Committee approved the 2025 AI program with the same structure and metrics as 2024; Adjusted EBITDA (40% weighting), Adjusted Free Cash Flow (30% weighting) and MBOs (30% weighting). The 2025 AI program was designed to provide 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 2025 AI were to be based upon a list of agreed upon adjustment categories.

  44. ANNUAL INCENTIVE AWARDS

    | 28 | Visteon Corporation | 2026 Proxy Statement |

  45. ANNUAL INCENTIVE AWARDS

    | Executive Compensation | Table of Contents |

  46. ANNUAL INCENTIVE AWARDS

    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.

  47. ANNUAL INCENTIVE AWARDS

    | Management Business Objectives | | | | | New Business Wins | New Technology Development | | Organization Effectiveness | | Product Quality and Failure Analysis | | Social & Environmental Sustainability | |

  48. ANNUAL INCENTIVE AWARDS

    At the conclusion of 2025, the Committee approved the performance on the financial metrics without any adjustments which resulted in target payout for Adjusted EBITDA and 200% on Adjusted Free Cash Flow metrics. Specific threshold, target, and maximum goals for the 2025 Adjusted EBITDA and Adjusted Free Cash Flow (“FCF”) metrics for annual incentive, as well as the percentage of the target award earned are set forth below.

  49. ANNUAL INCENTIVE AWARDS

    | | 2025 Threshold | 2025 Target | 2025 Maximum | Actual Performance | Committee Assessed Performance | Weighted % Earned | | Measure for Annual Incentive program ($ in millions) | 25% of Target Payout | 100% of Target Payout | 200% of Target Payout | | | | | Adjusted EBITDA(1) | $372 | $437 - $493 | $581 | $492 | $492 | 40% | | Adjusted Free Cash Flow(2) | $133 | $171 - $209 | $247 | $309 | $309 | 60% |

  50. 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 2025, 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 145% of target. As a result, 2025 annual incentive awards were paid at 145% 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 2025 performance. The amounts paid to the NEOs are also set forth in the “Summary Compensation Table” under the column “Non- Equity Incentive Plan Compensation.”

  51. ANNUAL INCENTIVE AWARDS

    | 2025 Annual Incentive | Target ($) | Company Performance Factor (%) | Individual Performance Factor (%) | Amount Earned ($) | | Sachin S. Lawande | 1,725,000 | 145% | 100% | 2,501,250 | | Jerome J. Rouquet | 470,250 | 145% | 100% | 681,863 | | Brett D. Pynnonen | 350,000 | 145% | 100% | 507,500 | | Robert R. Vallance | 290,000 | 145% | 100% | 420,500 | | Kristin E. Trecker | 280,250 | 145% | 100% | 406,363 |

  52. ANNUAL INCENTIVE PROGRAM FOR 2026

    ANNUAL INCENTIVE PROGRAM FOR 2026 The 2026 AI program includes the same structure and metrics as the 2025 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.

  53. ANNUAL INCENTIVE PROGRAM FOR 2026

    | 2026 Proxy Statement | Visteon Corporation | 29 |

  54. ANNUAL INCENTIVE PROGRAM FOR 2026

    | Table of Contents | Executive Compensation |

  55. 2025 LONG-TERM INCENTIVE GRANTS

    2025 LONG-TERM INCENTIVE GRANTS On March 1, 2025, all of the NEOs received regular long-term incentive grants with targeted grant date values as follows: Mr. Lawande ($10,000,000), Mr. Rouquet ($1,900,000), Mr. Pynnonen ($1,050,000), Mr. Vallance ($900,000), and Ms. Trecker ($890,000). The LTI grant mix consisted of PSUs and RSUs, as described below.

  56. 2025 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 Relative Total Shareholder Return (rTSR) measured against 17 automotive industry peers and Return on Invested Capital (ROIC), with each metric weighted at 50%. Performance is measured over a three-year period from 2025 through 2028 | •PSUs provide executives with the opportunity to earn shares of the Company’s stock based on two equally weighted measures: •Relative Total Shareholder Return (rTSR) (50% weighting): This metric will evaluate the Company's Total Shareholder Return (TSR) in comparison to a pre-defined peer group, reflecting our market performance and competitive positioning •Return on Invested Capital (ROIC) (50% weighting): This metric will assess the Company's proficiency in generating profits from its invested capital, emphasizing operational efficiency and strategic capital allocation •ROIC is calculated by dividing the Company’s net operating profit (“NOPAT”) (as defined below) by Invested Capital (as defined below), expressed as a percentage. ROIC = Net Operating Profit (NOPAT) ÷ Invested Capital •"NOPAT" means the Company's Adjusted EBITDA, reduced by depreciation and amortization ("D&A"), resulting in an Adjusted EBIT, then multiplied by (1 minus the Effective Tax Rate ("ETR")), with ETR normalized for changes in the valuation allowance NOPAT = (Adjusted EBITDA − D&A) × (1 − ETR) Illustrative Example: (In millions) Adjusted EBITDA $200 Less: Depreciation & Amortization ($40) Adjusted EBIT $160 Multiplied by: (1 − ETR) × 0.75 NOPAT $120 In this example, ETR is assumed to be 25%, normalized for changes in the valuation allowance. •The term “Invested capital” means the average amount of shareholders equity and long- term debt from the Company's balance sheet minus cash. For these purposes, equity excludes changes in unfunded pension balance and valuation allowance •For purposes of the ROIC calculation, Adjusted EBITDA is defined consistently with the definition used for our Annual Incentive awards, as described on page 27 of this Proxy Statement •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 2028) subject to achievement of rTSR and ROIC metric •If the Company’s absolute TSR is negative during the performance period, the payout for the rTSR portion of the award is capped at 100% of target, unless relative TSR is at or above the 75th percentile of the peer group, at which time the cap would become 150% •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) and ROIC performance •Relative TSR Metric: Provides a 50% payout at the 25th percentile (Threshold), a 100% payout at the 55th percentile (Target), and a 200% payout at or above the 75th percentile (Maximum).No award is earned under the relative TSR metric if Visteon’s performance is below the 25th percentile •ROIC Metric: Provides a 50% payout at 80% of target achievement (Threshold), a 100% payout at 100% of target achievement (Target), and a 200% payout at or above 120% of target achievement (Maximum). No award is earned under the ROIC metric if Visteon’s performance is below the 80% achievement level •Final award payouts are based on the weighted achievement of the rTSR and ROIC metrics. For performance falling between the defined threshold, target, and maximum levels, the payout is determined by 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 |

  57. 2025 LONG-TERM INCENTIVE GRANTS

    | 30 | Visteon Corporation | 2026 Proxy Statement |

  58. 2025 LONG-TERM INCENTIVE GRANTS

    | Executive Compensation | Table of Contents |

  59. 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.

  60. RELATIVE TSR PEER GROUP (17 COMPANIES)

    | 2025-2028 Performance Stock Units Relative TSR Peer Group | | | | Adient plc | Cooper-Standard Holdings Inc. | LCI Industries | | American Axle & Manufacturing Holdings, Inc.(1) | Dana Incorporated | Lear Corporation | | Aptiv PLC | Denso Corporation | Magna International, Inc. | | Autoliv, Inc. | Forvia SE | Modine Manufacturing Company | | BorgWarner Inc. | Gentex Corporation | Valeo SE | | Continental Aktiengesellschaft | Gentherm Incorporated | |

  61. RELATIVE TSR PEER GROUP (17 COMPANIES)

    (1)American Axle & Manufacturing Holdings, Inc. was renamed Dauch Corporation effective January 2026. References herein to the Company by its former name reflect the applicable reporting period.

  62. LONG -TERM INCENTIVE PROGRAM FOR 2026

    LONG -TERM INCENTIVE PROGRAM FOR 2026 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. The design of the 2026 Long-Term Incentive (LTI) program remains consistent with the 2025 LTI program framework, utilizing the same vehicle mix and performance metrics: Relative Total Shareholder Return (rTSR) and Return on Invested Capital (ROIC) to ensure continued alignment with shareholder interests. This ensures a balanced focus on both financial efficiency and market performance. The final PSU payout will be determined by the combined performance achievement across both ROIC and rTSR over the designated performance period.

  63. 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 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 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.

  64. Severance and Change in Control Benefits

    | 32 | Visteon Corporation | 2026 Proxy Statement |

  65. Severance and Change in Control Benefits

    | Executive Compensation | Table of Contents |

  66. Executive Compensation Policies

    Executive Compensation Policies Stock Awards Granting Policy. The Company regularly grants stock awards to its NEOs and other eligible key employees. The Company does not take material nonpublic information into account when determining the timing or terms of these awards, and the Company does not time the disclosure of material nonpublic information for the purposes of affecting the value of executive compensation. The Committee has determined that all annual compensation stock grants will be made on March 1 of the year of grant.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, and in some circumstances, securities of other corporations or business entities 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. It is also the policy of the Company to comply with all applicable securities laws when transacting in its own securities. 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; •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 8, 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 Annual Report on Form 10-K which is available on our website https://investors.visteon.com/sec-filings.

  67. 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.

  68. 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 Director, President and Chief Executive Officer(5) | 2025 | 1,150,001 | — | 12,360,638 | — | 2,501,250 | — | 767,922 | 16,779,811 | | | 2024 | 1,141,250 | | 10,192,050 | | 2,501,250 | — | 581,333 | 14,415,883 | | | 2023 | 1,101,250 | — | 9,794,540 | — | 1,602,813 | — | 651,887 | 13,150,490 | | Jerome J. Rouquet Senior Vice President and Chief Financial Officer(6) | 2025 | 590,700 | — | 2,348,577 | — | 681,863 | — | 195,639 | 3,816,778 | | | 2024 | 586,390 | | 1,750,453 | | 681,863 | — | 173,181 | 3,191,887 | | | 2023 | 565,345 | — | 1,860,920 | — | 540,788 | — | 167,773 | 3,134,826 | | Brett D. Pynnonen Senior Vice President and Chief Legal Officer(7) | 2025 | 496,901 | — | 1,297,888 | — | 507,500 | — | 146,414 | 2,448,703 | | | 2024 | 484,046 | | 844,841 | | 461,463 | — | 129,745 | 1,920,095 | | | 2023 | 468,289 | — | 898,147 | — | 365,988 | — | 137,773 | 1,870,197 | | Robert R. Vallance Senior Vice President, Product Lines, China and APAC Supplier Strategy(8) | 2025 | 442,899 | — | 1,112,445 | — | 420,500 | — | 155,630 | 2,131,475 | | | 2024 | 439,675 | | 806,121 | | 420,500 | — | 119,062 | 1,785,358 | | | 2023 | 426,750 | — | 857,070 | — | 333,500 | — | 140,166 | 1,757,486 | | Kristin E. Trecker Senior Vice President and Chief People Officer(9) | 2025 | 429,900 | — | 1,100,118 | — | 406,363 | — | 129,018 | 2,065,399 | | | 2024 | 426,765 | | 806,121 | | 406,363 | — | 114,302 | 1,753,551 | | | 2023 | 407,020 | — | 857,070 | — | 322,288 | — | 116,670 | 1,703,048 |

  69. Summary Compensation Table

    (1)The amounts shown in this column represent the grant date fair values for PSU and RSU awards in 2025, 2024 and 2023. The grant date fair values have been determined based on the assumptions and methodologies set forth in Note 13 “Stock-Based Compensation” to the consolidated financial statements included in Item 8 “Financial Statements and Supplementary Data” of the Company's 2025 10-K. Assuming the maximum performance levels are achieved for the NEOs’ PSUs granted in 2025 and based on the grant date share price, the values in the “Stock Awards” column would be $15,999,927 for Mr. Lawande; $3,040,056 for Mr. Rouquet; $1,680,027 for Mr. Pynnonen; $1,439,986 for Mr. Vallance; and $1,424,029 for Ms. Trecker. These amounts may not reflect the actual value realized upon vesting or settlement, if any. (2)For 2025, this column is comprised of the amounts payable to each of the NEOs under the 2025 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 2025. (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 2025, 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 ($748,506), Mr. Rouquet ($190,884), Mr. Pynnonen ($143,755), Mr. Vallance ($129,510) and Ms. Trecker ($125,439); •Disability insurance premiums paid by the Company on behalf of Mr. Lawande ($13,169) 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 Senior Vice President, Product Lines, China and APAC Supplier Strategy effective January 1,2025 .Prior to that he was 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.

  70. Summary Compensation Table

    | 2026 Proxy Statement | Visteon Corporation | 35 |

  71. Summary Compensation Table

    | Table of Contents | Executive Compensation |

  72. GRANTS OF PLAN-BASED AWARDS IN 2025

    GRANTS OF PLAN-BASED AWARDS IN 2025 The following table summarizes all incentive plan awards that were made to the NEOs during 2025.

  73. GRANTS OF PLAN-BASED AWARDS IN 2025

    | 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) | — | 129,375 | 1,725,000 | 3,450,000 | — | — | — | — | — | — | — | | Restricted Stock Units | 3/1/2025 | — | — | — | — | — | — | 46,125 | — | — | 3,999,960 | | Performance Stock Units | 3/1/2025 | — | — | — | 34,594 | 69,188 | 138,376 | — | — | — | 8,360,678 | | Jerome J. Rouquet | | | | | | | | | | | | | Annual Cash Incentive(1) | — | 35,269 | 470,250 | 940,500 | — | — | — | — | — | — | — | | Restricted Stock Units | 3/1/2025 | — | — | — | — | — | — | 8,764 | — | — | 760,014 | | Performance Stock Units | 3/1/2025 | — | — | — | 6,573 | 13,146 | 26,292 | — | — | — | 1,588,563 | | Brett D. Pynnonen | | | | | | | | | | | | | Annual Cash Incentive(1) | — | 26,250 | 350,000 | 700,000 | — | — | — | — | — | — | — | | Restricted Stock Units | 3/1/2025 | — | — | — | — | — | — | 4,843 | — | — | 419,985 | | Performance Stock Units | 3/1/2025 | — | — | — | 3,633 | 7,265 | 14,530 | — | — | — | 877,903 | | Robert R. Vallance | | | | | | | | | | | | | Annual Cash Incentive(1) | — | 21,750 | 290,000 | 580,000 | — | — | — | — | — | — | — | | Restricted Stock Units | 3/1/2025 | — | — | — | — | — | — | 4,151 | — | — | 359,975 | | Performance Stock Units | 3/1/2025 | — | — | — | 3,114 | 6,227 | 12,454 | — | — | — | 752,471 | | Kristin E. Trecker | | | | | | | | | | | | | Annual Cash Incentive(1) | — | 21,019 | 280,250 | 560,500 | — | — | — | — | — | — | — | | Restricted Stock Units | 3/1/2025 | — | — | — | — | — | — | 4,105 | — | — | 355,986 | | Performance Stock Units | 3/1/2025 | — | — | — | 3,079 | 6,158 | 12,316 | — | — | — | 744,133 |

  74. GRANTS OF PLAN-BASED AWARDS IN 2025

    (1)Represents the performance-based cash bonus opportunity under the 2025 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 2025 long-term incentive program, as further described in the “Compensation Discussion and Analysis,” above. (3)Represents RSUs granted under the 2025 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 13 “Stock Based Compensation” to the consolidated financial statements included in Item 8 “Financial Statements and Supplementary Data” of the Company’s 2025 Form 10-K. The grant date fair value for the RSUs was based on price of $86.72, 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 $120.84 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.

  75. GRANTS OF PLAN-BASED AWARDS IN 2025

    | 2026 Proxy Statement | Visteon Corporation | 37 |

  76. GRANTS OF PLAN-BASED AWARDS IN 2025

    | Table of Contents | Executive Compensation |

  77. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table sets forth information on outstanding stock options and stock units held by the NEOs at December 31, 2025, 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, 2025 are as follows (unless otherwise indicated by footnote):

  78. OUTSTANDING EQUITY AWARDS AT 2025 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 | 3/7/2019 | 49,453 | — | — | 80.97 | 3/6/2026 | — | — | — | — | | | 3/4/2020 | 49,826 | | — | 66.98 | 3/3/2027 | — | — | — | — | | | 3/1/2023 | — | — | — | — | — | 6,317(4) | 600,747 | —(7) | — | | | 3/1/2024 | — | — | — | — | — | 21,086(5) | 2,005,279 | —(8) | — | | | 3/1/2025 | — | — | — | — | — | 46,353(6) | 4,408,170 | 89,347(9) | 8,496,932 | | Jerome J. Rouquet | 3/4/2020 | 4,675 | — | — | 66.98 | 3/3/2027 | — | — | — | — | | | 3/1/2023 | — | — | — | — | — | 1,200(4) | 114,120 | —(7) | — | | | 3/1/2024 | — | — | — | — | — | 3,620(5) | 344,262 | —(8) | — | | | 3/1/2025 | — | — | — | — | — | 8,807(6) | 837,546 | 16,975(9) | 1,614,308 | | Brett D. Pynnonen | 3/1/2023 | — | — | — | — | — | 579(4) | 55,063 | —(7) | — | | | 3/1/2024 | — | — | — | — | — | 1,747(5) | 166,140 | —(8) | — | | | 3/1/2025 | — | — | — | — | — | 4,866(6) | 462,757 | 9,381(9) | 892,086 | | Robert R. Vallance | 3/1/2023 | — | — | — | — | — | 552(4) | 52,495 | —(7) | — | | | 3/1/2024 | — | — | — | — | — | 1,667(5) | 158,532 | —(8) | — | | | 3/1/2025 | — | — | — | — | — | 4,171(6) | 396,662 | 8,040(9) | 764,627 | | Kristin E. Trecker | 3/1/2023 | — | — | — | — | — | 552(4) | 52,495 | —(7) | — | | | 3/1/2024 | — | — | — | — | — | 1,667(5) | 158,532 | —(8) | — | | | 3/1/2025 | — | — | — | — | — | 4,125(6) | 392,288 | 7,952(9) | 756,195 |

  79. OUTSTANDING EQUITY AWARDS AT 2025 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 $95.1, the closing price of our common stock as reported on the NASDAQ Global Select Market as of December 31, 2025.The number of units reported also includes dividend equivalent units accrued in connection with the quarterly cash dividends initiated in 2025. Such dividend equivalent units are earned only to the extent the underlying restricted stock units or performance stock units vest. (4)RSUs that vested on March 15, 2026. Original award vested ratably over three years. (5)RSUs that vest on each of March 15, 2026 and 2027. Original award vested ratably over three years. (6)RSUs that vest one-third on each of March 15, 2026, 2027 and 2028. (7)PSUs granted in 2023 with a performance period and vesting date which concluded on February 28, 2026. Following the Committee's certification of an aggregate Relative TSR achievement of 0%, these awards resulted in a 0% payout. (8)PSUs granted in 2024 with a performance period and vesting date which conclude on February 28, 2027 as adjusted to 0% relative TSR performance. (9)PSUs granted in 2025 with a performance period and vesting which conclude on February 29, 2028 as adjusted to 128.5% based on 57% payout for relative TSR (50% weighting) and a 200% payout for ROIC (50% weighting).

  80. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | 38 | Visteon Corporation | 2026 Proxy Statement |

  81. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | Executive Compensation | Table of Contents |

  82. OPTION EXERCISES AND STOCK VESTED IN 2025

    OPTION EXERCISES AND STOCK VESTED IN 2025 The following table sets forth information regarding the exercising of vested stock options and the vesting of RSUs and/or PSUs during 2025 for each of the NEOs on an aggregated basis.

  83. OPTION EXERCISES AND STOCK VESTED IN 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Sachin S. Lawande | 34,595 | 494,958 | 50,848 | 4,165,776 | | Jerome J. Rouquet | | | 9,422 | 772,128 | | Brett D. Pynnonen | | | 4,634 | 379,808 | | Robert R. Vallance | | | 4,757 | 390,097 | | Kristin E. Trecker | 1,500 | 69,075 | 3,998 | 327,422 |

  84. OPTION EXERCISES AND STOCK VESTED IN 2025

    (1)These values were determined by using the closing price of our common stock on NASDAQ on the vesting date was used for 2022,2023 and 2024 awards, without regard to cash or shares withheld for income tax purposes.

  85. 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.

  86. NONQUALIFIED DEFERRED COMPENSATION FOR 2025

    NONQUALIFIED DEFERRED COMPENSATION FOR 2025 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.

  87. NONQUALIFIED DEFERRED COMPENSATION FOR 2025

    | 2026 Proxy Statement | Visteon Corporation | 39 |

  88. NONQUALIFIED DEFERRED COMPENSATION FOR 2025

    | Table of Contents | Executive Compensation |

  89. NONQUALIFIED DEFERRED COMPENSATION FOR 2025

    | 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) | — | 198,075 | 220,146 | — | 1,808,752 | | DC SERP(2) | — | 529,431 | 761,637 | — | 5,569,480 | | Jerome J. Rouquet | | | | | | | Savings Parity Plan(1) | — | 55,354 | 27,455 | — | 261,632 | | DC SERP(2) | — | 114,531 | 86,055 | — | 647,780 | | Brett D. Pynnonen | | | | | | | Savings Parity Plan(1) | — | 36,502 | 45,665 | — | 340,276 | | DC SERP(2) | — | 86,253 | 142,372 | — | 952,430 | | Robert R. Vallance | | | | | | | Savings Parity Plan(1) | — | 30,804 | 126,894 | — | 659,482 | | DC SERP(2) | — | 77,706 | 314,842 | — | 1,542,148 | | Kristin E. Trecker | | | | | | | Savings Parity Plan(1) | — | 29,176 | 16,104 | — | 149,556 | | DC SERP(2) | — | 75,264 | 84,634 | — | 599,711 |

  90. NONQUALIFIED DEFERRED COMPENSATION FOR 2025

    (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 2025. (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 2025. (3)These amounts are included in the All Other Compensation column of the Summary Compensation Table.

  91. 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 2025 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, 2025 and the figures are based on the Company’s closing common stock price as of December 31, 2025. 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.

  92. Potential Payments Upon Termination

    | 40 | Visteon Corporation | 2026 Proxy Statement |

  93. Potential Payments Upon Termination

    | Executive Compensation | Table of Contents |

  94. 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 | 4,312,500 | N/A | 5,750,000 | | • Accelerated Stock Option Vesting(1) | — | — | — | | • Accelerated Stock/Unit Awards Vesting(2) | 4,885,259 | — | 15,511,127 | | • Deferred Compensation(3) | — | — | — | | • Continuation of Health & Welfare Benefits(4) | 26,887 | N/A | 30,033 | | • Outplacement Services(5) | 50,000 | N/A | 50,000 | | Totals | 9,274,646 | — | 21,341,160 | | Jerome J. Rouquet | | | | | • Severance Payments | 1,591,425 | N/A | 1,591,425 | | • Accelerated Stock Option Vesting(1) | — | — | — | | • Accelerated Stock/Unit Awards Vesting(6) | 913,158 | — | 2,910,236 | | • Deferred Compensation(3) | — | — | — | | • Continuation of Health & Welfare Benefits(4) | 35,950 | N/A | 37,566 | | • Outplacement Services(5) | 50,000 | N/A | 50,000 | | Totals | 2,590,533 | — | 4,589,227 | | Brett D. Pynnonen | | | | | • Severance Payments | 1,275,000 | N/A | 1,275,000 | | • Accelerated Stock Option Vesting(1) | — | — | — | | • Accelerated Stock/Unit Awards Vesting(6) | 488,322 | — | 1,576,045 | | • Deferred Compensation(3) | — | — | — | | • Continuation of Health & Welfare Benefits(4) | — | N/A | 1,368 | | • Outplacement Services(5) | 50,000 | N/A | 50,000 | | Totals | 1,813,322 | — | 2,902,413 | | Robert R. Vallance | | | | | • Severance Payments | 1,099,350 | N/A | 1,099,350 | | • Accelerated Stock Option Vesting(1) | — | — | — | | • Accelerated Stock/Unit Awards Vesting(6) | 429,462 | — | 1,372,316 | | • Deferred Compensation(3) | — | — | — | | • Continuation of Health & Welfare Benefits(4) | 35,950 | N/A | 37,161 | | • Outplacement Services(5) | 50,000 | N/A | 50,000 | | Totals | 1,614,762 | — | 2,558,827 |

  95. Potential Payments Upon Termination

    | 2026 Proxy Statement | Visteon Corporation | 41 |

  96. Potential Payments Upon Termination

    | Table of Contents | Executive Compensation |

  97. 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 | 1,065,225 | N/A | 1,065,225 | | • Accelerated Stock Option Vesting(1) | — | — | — | | • Accelerated Stock/Unit Awards Vesting(6) | 425,903 | — | 1,359,510 | | • Deferred Compensation(3) | — | — | | | • Continuation of Health & Welfare Benefits(4) | 26,887 | N/A | 28,063 | | • Outplacement Services(5) | 50,000 | N/A | 50,000 | | Totals | 1,568,015 | — | 2,502,798 |

  98. 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 31, 2025 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 31, 2025 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, 2025 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 value of the units under each scenario is based upon the market price of Visteon common stock on December 31, 2025 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. For Mr. Vallance, in the event of retirement (as defined under 'Termination Upon Retirement, Death or Disability' on page 44), outstanding Performance Stock Units (PSUs) granted in 2025 will remain eligible to vest in full on their original vesting dates, as if he had remained employed through the end of the performance period. However, final payouts remain subject to the achievement of the underlying performance metrics (rTSR and ROIC) as certified by the Organization and Compensation Committee at the conclusion of the three-year cycle.

  99. 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.

  100. CEO Pay Ratio

    CEO Pay Ratio The 2025 annual total compensation of the Company’s CEO was $16,779,811. The 2025 annual total compensation of the median employee (excluding the CEO) was $28,442; this employee is located in India. The ratio between the two amounts is 590:1. 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.There have been no significant changes in our workforce population or compensation arrangements for 2025 that would impact the methodology that was used to determine the median employee in 2024, and the Company has elected to use the same median employee identified last year. As permitted by SEC rules, to identify our median employee, we selected November 30, 2025, which is within the last three months of 2025, 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 10,105 employees in 19 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, 2025, was annualized for 2025. 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.

  101. 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.

  102. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(¹) ($) | Compensation Actually Paid to PEO(¹)(²)(³) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(¹) ($) | Average Compensation Actually Paid to Non-PEO NEOs(¹)(²)(³) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income(⁵) ($ Millions) | Adjusted EBITDA(6) ($ Millions) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | 16,779,811 | 16,276,812 | 2,615,589 | 2,583,828 | 77.04 | 74.11 | 213 | 492 | | 2024 | 14,415,883 | 5,268,863 | 2,162,723 | 1,152,342 | 70.69 | 65.37 | 306 | 474 | | 2023 | 13,150,490 | 9,298,232 | 2,116,389 | 1,664,356 | 99.50 | 85.80 | 587 | 434 | | 2022 | 10,537,281 | 18,179,329 | 1,811,034 | 2,678,398 | 104.24 | 86.99 | 130 | 348 | | 2021 | 9,307,212 | 4,152,980 | 1,523,629 | 1,061,924 | 88.54 | 119.82 | 50 | 228 |

  103. 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.

  104. Pay Versus Performance

    | 2021- 2025 | | Jerome J. Rouquet | | Robert R. Vallance | | Brett D. Pynnonen | | Kristin E. Trecker |

  105. Pay Versus Performance

    | 46 | Visteon Corporation | 2026 Proxy Statement |

  106. Pay Versus Performance

    | Executive Compensation | Table of Contents |

  107. 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.

  108. 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 ($) | Compensation Actually Paid to PEO ($) | | 2025 | 16,779,811 | — | (12,360,638) | — | 11,857,639 | 16,276,812 | | 2024 | 14,415,883 | — | (10,192,050) | — | 1,045,030 | 5,268,863 | | 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 |

  109. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,615,589 | — | (1,464,757) | — | 1,432,996 | 2,583,828 | | 2024 | 2,162,723 | — | (1,051,884) | — | 41,503 | 1,152,342 | | 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 |

  110. 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:

  111. 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 ($) | | 2025 | 14,504,233 | (2,323,012) | (323,582) | — | 11,857,639 | | 2024 | 7,194,149 | (5,640,322) | (508,797) | — | 1,045,030 | | 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 |

  112. Pay Versus Performance

    | 2026 Proxy Statement | Visteon Corporation | 47 |

  113. Pay Versus Performance

    | Table of Contents | Executive Compensation |

  114. 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 ($) | | 2025 | 1,718,778 | (249,703) | (36,079) | — | 1,432,996 | | 2024 | 742,480 | (645,262) | (55,715) | — | 41,503 | | 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 |

  115. 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, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, 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)Amounts for net income have been revised to reflect the change in accounting principle related to the method for assessing the realizability of U.S. deferred tax assets as described in the Company's 2025 annual report on Form 10-K. (6)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 2025. 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 20, 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).

  116. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder

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

  117. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    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.

  118. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA

    Relationship Between PEO and Non-PEO 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 Non-PEO NEOs, and our Adjusted EBITDA during the four most recently completed fiscal years.

  119. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA

    | 2026 Proxy Statement | Visteon Corporation | 49 |

  120. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA

    | Table of Contents | Executive Compensation |

  121. 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.