DEF 14A of Garrett Motion Inc., Apr 12, 2024

DEF 14A of Garrett Motion Inc.

Filed Apr 12, 2024 · FY20230001140361-24-019516

Open on EDGAR

  1. Directors and Director Nominees

    Directors and Director Nominees

  2. Directors and Director Nominees

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

  3. Directors and Director Nominees

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

  4. Directors and Director Nominees

    * Ages are as of April 12 , 2024

  5. Directors and Director Nominees

    | Garrett Motion Inc. | i |

  6. Director Nominee Highlights

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

  7. Independence and Expertise of Our Director Nominees

    Independence and Expertise of Our Director Nominees

  8. Independence and Expertise of Our Director Nominees

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

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

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

  10. PROPOSAL ONE—ELECTION OF DIRECTORS

    PROPOSAL ONE—ELECTION OF DIRECTORS The Board has nominated Daniel Ninivaggi, Paul Camuti, Joachim Drees, Kevin Mahony, D’aun Norman, Olivier Rabiller, Robert Shanks, Julia Steyn and Steven Tesoriere for election as directors at the Annual Meeting.

  11. Board Recommendation

    Board Recommendation

  12. Board Recommendation

    | | Our Board unanimously recommends that you vote “FOR” the election of each of Daniel Ninivaggi, Paul Camuti, Joachim Drees, Kevin Mahony, D’aun Norman, Olivier Rabiller, Robert Shanks, Julia Steyn and Steven Tesoriere as directors. |

  13. Board Recommendation

    Our Board is currently comprised of nine directors. As described in our Second Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) all director nominees will stand for election for one-year terms, to hold office until the next annual meeting of stockholders and until his or her respective successor shall have been duly elected and qualified or until his or her earlier resignation or removal. If you return a duly executed proxy card without specifying how your shares are to be voted, the persons named in the proxy card will vote to elect all nine nominees as directors. Each nominee other than Mr. Drees currently serves on our Board, and each nominee has consented to be nominated and has indicated their willingness to serve if elected. However, if any director nominee should be unable to serve, or for good cause will not serve, the shares of common stock represented by proxies may be voted for a substitute nominee designated by our Board. Our Board has no reason to believe that any of the nominees will be unable to serve if elected.

  14. Director Resignation Policy

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

  15. Our Director Nominees

    Our Director Nominees The chart below summarizes the notable skills, qualifications and experience of each of our director nominees and highlights the balanced mix of skills, qualifications and experience of the Board as a whole. These align with the needs of Garrett’s long-term commercial and strategic goals. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or expected contributions to the Board.

  16. Our Director Nominees

    | Skills/Qualifications/Experience | Daniel Ninivaggi | Paul Camuti | Joachim Drees | Kevin Mahony | D’aun Norman | Olivier Rabiller | Robert Shanks | Julia Steyn | Steven Tesoriere | | Financial Experience(1) | • | • | • | • | • | • | • | • | • | | Audit Committee Financial Expert(2) | | | | | • | | • | | | | Business Strategy(3) | • | • | • | • | | • | • | • | • | | Industry Background(4) | • | • | • | | • | • | • | • | | | Board of Directors Experience(5) | • | • | • | • | • | • | • | • | • | | Technology, Innovation and Security(6) | | • | • | | • | • | | • | | | Global Business(7) | • | • | • | • | • | • | • | • | | | Public Company Governance and Risk Management(8) | • | | | | • | • | • | | | | Mergers & Acquisitions(9) | • | • | • | • | • | | • | • | • | | Current or Former Public Company Executive(10) | • | • | • | | | • | • | • | | | Diversity(11) | | | | | • | | • | • | |

  17. Our Director Nominees

    | (1) Understands financial, accounting and tax issues in different jurisdictions. |

  18. Our Director Nominees

    | (2) Qualifies as an “audit committee financial expert” as defined in the rules of the SEC. |

  19. Our Director Nominees

    | (3) Significant experience with development and implementation of business strategy in organizations of similar complexity to Garrett. |

  20. Our Director Nominees

    | (4) Significant experience as a senior executive in the automotive industry or with supply chain management across global markets. |

  21. Our Director Nominees

    | (5) Served as a director of a public company or private company of similar complexity to Garrett. |

  22. Our Director Nominees

    | (6) Significant experience overseeing complex technological systems, emerging technologies and/or cybersecurity functions. |

  23. Our Director Nominees

    | (7) Significant experience managing businesses across multiple markets. |

  24. Our Director Nominees

    | (8) Significant public company governance, risk management, and compliance experience. |

  25. Our Director Nominees

    | (9) Significant experience with acquiring and integrating companies through M&A transactions. |

  26. Our Director Nominees

    | (10) Served as a Chief Executive Officer, Chief Financial Officer or other executive officer of a public company. |

  27. Our Director Nominees

    | (11) Self-identifies as having diverse characteristics (race, gender, ethnicity, religion, nationality, disability, sexual orientation, or cultural background). |

  28. Our Director Nominees

    Below are the biographies of each of our current directors and of Mr. Drees, each of whom (other than Ms. Pierce) has been nominated by our Board for election at the Annual Meeting. Each of the biographies also highlights specific experience, qualifications, attributes and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our director nominees exemplify the highest standards of personal and professional integrity and the requisite skills and characteristics, leadership traits, work ethic and independence to provide effective oversight.

  29. Our Director Nominees

    | 2024 Proxy Statement | 7 |

  30. Director Nominee Biographies

    Director Nominee Biographies

  31. All director nominees to be elected at the 2024 Annual Meeting (terms to expire in 2025)

    All director nominees to be elected at the 2024 Annual Meeting (terms to expire in 2025)

  32. All director nominees to be elected at the 2024 Annual Meeting (terms to expire in 2025)

    | Director Since: 2021 Age: 59 Non-Executive Board Chairman Committee Memberships: Finance Committee (CHAIR) Nominating and Governance Committee | DANIEL NINIVAGGI | | | Mr. Ninivaggi, an independent director, has served on our Board as a director and Non-Executive Chairman since April 2021. Mr. Ninivaggi served as the President and Chief Executive Officer of Icahn Enterprises L.P. (IEP), the principal investment vehicle of Carl Icahn, between 2010 and 2014. He also served as Chief Executive Officer of Icahn Automotive Group, LLC, a leading automotive parts distribution, maintenance and repair company with over 2,000 locations, and a Managing Director of IEP, from March 2017 through August 2019. Prior to that, Mr. Ninivaggi was the Co-Chairman and Co-CEO of Federal-Mogul Holdings Corp. (“Federal-Mogul”), an $8 billion automotive and commercial vehicle supplier. From August 2021 until March 2024, Mr. Ninivaggi served as the Chief Executive Officer and subsequently the Executive Chairman of Lordstown Motors Corporation, an electric vehicle automaker. On June 27, 2023, Lordstown Motors filed for protection under Chapter 11 of the U.S. Bankruptcy Code. Previously, from January 2011 to May 2012, Mr. Ninivaggi served as the Interim President and Interim Chief Executive Officer of Tropicana Entertainment Inc., a company primarily engaged in the business of owning and operating casinos, hotels and resorts. From 2003 until 2009, Mr. Ninivaggi held a variety of senior executive positions at Lear Corporation, a global Tier 1 supplier of automotive seating and electrical and electronic power management systems and components, including most recently as Executive Vice President and Chief Administrative Officer. From 1992 through May 2003, Mr. Ninivaggi was an attorney in private practice at the international law firm of Winston & Strawn LLP specializing in corporate law, including serving as partner from 1998. Prior to Winston & Strawn LLP, Mr. Ninivaggi was an attorney in private practice at the international law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1991 through 1992. Mr. Ninivaggi received a B.A. from Columbia University, an M.B.A from the University of Chicago, Graduate School of Business and a J.D. from Stanford University School of Law. Mr. Ninivaggi has been a director of numerous public and private companies, including Lordstown Motors Corporation from August 2021 to March 2024, Hertz Global Holdings, Inc., a global car rental and fleet management company, and its predecessor, from 2014 until July 2021, Navistar International Corporation, a manufacturer of commercial and military trucks, buses and engines, from August 2017 to October 2018, Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises, from March 2012 until May 2015, CVR Energy, Inc., an independent petroleum refiner and marketer of high-value transportation fuels, from May 2012 to February 2014, CVR GP, LLC, the general partner of CVR Partners LP, a nitrogen fertilizer company, from May 2012 to February 2014, Viskase Companies, Inc., a food packaging company, from June 2011 to February 2014, XO Holdings, a competitive provider of telecom and wireless services, from August 2010 to February 2014, Tropicana Entertainment Inc., a hotel and casino operator, from January 2011 to December 2015, CIT Group Inc., a bank holding company, from December 2009 to May 2011 and Motorola Mobility Holdings Inc., a provider of mobile communications devices and cable equipment, from December 2010 to May 2011. Mr. Ninivaggi has served on numerous board committees, including as Chairman of the Nominating & Corporate Governance Committee of CIT Group, Chairman of the Compensation Committee at CVR Energy, Chairman of the Compensation Committee at Tropicana Entertainment and Chairman of the Compensation and the Operating Committees at Hertz Global Holdings, Inc. He also previously served as a member and ultimately Chairman of the Advisory Board of Metalsa S.A., a global Tier 1 supplier of frames and other structural components to light truck and commercial vehicle original equipment manufacturers. Skills and Qualifications: Mr. Ninivaggi’s qualifications to serve on our Board include his extensive management experience in the automotive industry, his global business experience, his deep legal and corporate governance experience and his strong leadership skills. |

  33. All director nominees to be elected at the 2024 Annual Meeting (terms to expire in 2025)

    | Director Since: 2024 Age: 62 Committee Memberships: None | PAUL CAMUTI | | | Mr. Camuti, an independent director, has served as a director on our Board since February 2024. Mr. Camuti is currently the Executive Vice President, Chief Technology and Sustainability Officer of Trane Technologies (NYSE: TT), a manufacturing company focused on heating, ventilation and air conditioning and refrigeration systems, overseeing the company’s technical strategy, innovation practices and sustainability efforts since his appointment in 2020. Prior to Trane Technologies' separation from Ingersoll Rand, a global provider of flow creation and industrial products, Mr. Camuti held several senior executive positions of increasing responsibility at Ingersoll Rand, including Senior Vice President Innovation and Chief Technology and Strategy Officer, since 2011. He joined Ingersoll Rand after having served in several senior technology and business leadership roles at Siemens AG. Mr. Camuti served as a director of The ExOne Company in 2021. Skills and Qualifications: Mr. Camuti’s qualifications to serve on our Board include his extensive global experience in innovation and technology, with a significant focus on the industrial sector, and his ESG leadership. |

  34. All director nominees to be elected at the 2024 Annual Meeting (terms to expire in 2025)

    | Director Since: N/A Age: 59 Committee Memberships: N/A | JOACHIM DREES | | | Mr. Drees is being nominated for election as an independent director at the Annual Meeting and has not previously served as a director on our Board. Mr. Drees has been investing in software-related start-up companies, particularly in the EV software charging space but also other industries, as a pre-seed, seed or pre-series A investor, since July 2020. From 2015 until July 2020, Mr. Drees served as CEO of MAN SE and MAN Truck & Bus SE, one of Europe’s largest players in the commercial vehicle industry. At the same time, Mr. Drees was also a member of the Executive Board of TRATON SE (formerly Volkswagen Truck & Bus GmbH), a commerical vehicle manufacturer, and held several non-executive director seats from 2015 to July 2020, including at Renk AG, a propulsion and drivetrain technology manufacturer, from 2017 to 2020, where he was also a member of the nomination and governance committee. Prior to that time, from 2012 to 2014, he was the Chief Financial Officer and a member of the executive board of Drees & Sommer AG, a European consulting, planning and project management enterprise with responsibility for Finance & Controlling, M&A, Human Resources, Administration and Internationalization Support. Between 2006 and 2012, Mr. Drees was an Operating Partner with Hg Capital, a private equity fund based in London, and held several board positions in portfolio companies owned by Hg Capital. Mr. Drees held managerial positions in the Daimler Truck Group and at Mercedes-Benz Trucks, both commercial vehicle manufacturers, from 1996 to 2006, including as Commercial Director of the Gaggenau Transmissions Unit and as Head of Commercial Vehicle Controlling. He serves as a director of Spree Acquisition Corp. 1 Ltd., a special purpose acquisition corporation, since its initial public offering on December 20, 2021, where he also serves as the chair of the audit committee and a member of the compensation committee. Previously, He studied business administration at the University of Stuttgart and received an M.B.A. from Portland State University. Skills and Qualifications: Mr. Drees’ qualifications to serve on our Board include his extensive automotive industry and commercial vehicle experience. |

  35. All director nominees to be elected at the 2024 Annual Meeting (terms to expire in 2025)

    | 2024 Proxy Statement | 9 |

  36. All director nominees to be elected at the 2024 Annual Meeting (terms to expire in 2025)

    | Director Since: 2023 Age: 36 Committee Memberships: Finance Committee Talent Management and Compensation Committee | KEVIN MAHONY | | | Mr. Mahony, an independent director and designee of Centerbridge, has served as a director on our Board since January 2023. Mr. Mahony is Senior Managing Director at Centerbridge, a global alternative investment manager specializing in private equity, private credit and real estate. He joined Centerbridge in 2014 and focuses on investments in the Industrials and Consumer sectors. Prior to joining Centerbridge, he was an Associate at Oaktree Capital Management in the Global Principal Group. Prior to that, he was an Investment Banking Analyst at Lazard in the Restructuring Group. Mr. Mahony has served as a member and observer of other private and public company boards during his career, including the board of directors of Title Resources Group since April 2021, Stallion Oilfield Services since April 2020, Linn Energy from February 2017 to October 2017 and Genco Shipping & Trading (NYSE: GNK) from September 2015 to May 2021. Mr. Mahony holds a B.S. and B.A., with distinction, from the University of Virginia. Skills and Qualifications: Mr. Mahony’s qualifications to serve on our Board include his extensive financial and investment expertise, and advisory experience in business strategy and growth. |

  37. All director nominees to be elected at the 2024 Annual Meeting (terms to expire in 2025)

    | Director Since: 2021 Age: 57 Committee Memberships: Audit Committee Nominating and Governance Committee | D’AUN NORMAN | | | Ms. Norman, an independent director, has served as a director on our Board since April 2021. Ms. Norman retired from Ernst & Young (EY), a leading accounting firm, as an audit partner in 2019, after over 30 years of assurance and advisory experience, including 16 years as a partner specializing in audits of publicly traded global automotive suppliers and other industrial companies. Ms. Norman’s key audit experiences include her work on Visteon Corporation, a global mobility technoloy company, from 2013 to 2019 following its spinoff from Ford Motor Company and bankruptcy emergence and including exit of interiors and climate businesses, electronics acquisition and shareholder distributions and repurchases; Federal-Mogul from 2006 to 2014 during its bankruptcy and upon emergence; Cooper Tire & Rubber Company, a manufacturer of automobile and truck tires, from 2008 to 2014 during merger negotiations; and Owens-Illinois, a leading glass bottle manufacturer, from 1988 to 2006 during the leveraged buyout and exit, including transition from public to private status and the subsequent IPO. In addition, Ms. Norman served as EY Michigan and Northwest Ohio Assurance People Leader and as EY Central Region ASC 606 Revenue Recognition Adoption Leader. She is Immediate Past Chair of the Bowling Green State University Alumni Leadership Council, where she serves on the Strategy and Nominating and Governance Committees. Ms. Norman serves as a director and chair of the Audit Committee of PHINIA Inc. (NYSE: PHIN), a developer of fuel systems and aftermarket solutions, since July 2023. Ms. Norman has a Bachelor of Science in Business Administration, Accounting from Bowling Green State University and attended the EY Executive Education program at Kellogg School of Management, Northwestern University. She is a Certified Public Accountant, NACD Certified Director and holds an AICPA Certification in Cybersecurity Fundamentals. Skills and Qualifications: Ms. Norman’s qualifications to serve on our Board include her extensive financial expertise and prior work with automotive industry clients. |

  38. All director nominees to be elected at the 2024 Annual Meeting (terms to expire in 2025)

    | Director Since: 2018 Age: 53 Committee Memberships: Finance Committee | OLIVIER RABILLER | | | Mr. Rabiller has served as our President and Chief Executive Officer as well as a member of our Board since our spin-off (the “Spin-Off”) from Honeywell International Inc. (Nasdaq: HON) (“Honeywell”) in 2018. Prior to the spin-off, Mr. Rabiller served as President and Chief Executive Officer of the Transportation Systems division at Honeywell since July 2016. From July 2014 to July 2016, he served as Vice President and General Manager of Transportation Systems for High Growth Regions, Business Development, and Aftermarket. From January 2012 to July 2014, he served as Vice President, General Manager of Transportation Systems Aftermarket. Earlier positions within Honeywell included roles as the Vice President of Sourcing for Transportation Systems for three years; Vice President, European Sales and Customer Management and Director of Marketing and Business Development for the European region. He joined Honeywell in 2002 as Senior Program Manager and Business Development Manager for Turbo Technologies EMEA. He holds a Master’s degree in Engineering from École Centrale Nantes and an M.B.A. from INSEAD. Skills and Qualifications: Mr. Rabiller is qualified to serve as a member of our Board because of his extensive experience at the Transportation Systems division at Honeywell, his background within the automotive industry and his strong leadership abilities. |

  39. All director nominees to be elected at the 2024 Annual Meeting (terms to expire in 2025)

    | Director Since: 2021 Age: 71 Committee Memberships: Audit Committee (CHAIR) Talent Management and Compensation Committee | ROBERT SHANKS | | | Mr. Shanks, an independent director, has served as a director on our Board since April 2021. Mr. Shanks has 42+ years experience in the automotive industry, including seven years served as Executive Vice President and CFO at Ford Motor Company (NYSE: F), an automotive manufacturer, from April 2012 through May 2019. During some of his tenure as CFO, Mr. Shanks also oversaw Ford’s Corporate Strategy and the Ford Motor Credit Company. Mr. Shanks retired on January 1, 2020. Prior to that, Mr. Shanks was Vice President and controller at Ford, and also served as the company’s Chief Risk Officer. He was appointed a corporate officer of Ford in July 2004, when he was elected to the position of Vice President, Operations Support, Finance and Strategy, Ford of Europe and Premier Automotive Group (PAG). Prior to that, Mr. Shanks was CFO for PAG, as well as for Mazda Motor Corporation, a multinational automaker. In addition to other finance functions in Taiwan’s Ford Lio Ho Motor Company and business development activities in Ford’s Asia-Pacific operations. Mr. Shanks has a bachelor’s degree in Foreign Service from Georgetown University and a master’s degree in International Management from the American Graduate School of International Management. Skills and Qualifications: Mr. Shanks’ qualifications to serve on our Board include his extensive management experience in the automotive industry and his financial experience as a CFO of a public company. |

  40. All director nominees to be elected at the 2024 Annual Meeting (terms to expire in 2025)

    | 2024 Proxy Statement | 11 |

  41. All director nominees to be elected at the 2024 Annual Meeting (terms to expire in 2025)

    | Director Since: 2021 Age: 48 Committee Memberships: Talent Management and Compensation Committee (CHAIR) Audit Committee | JULIA STEYN | | | Ms. Steyn, an independent director, has served as a director on our Board since April 2021. Ms. Steyn has served as Chief Commercial Officer at the investment firm VectoIQ since September 2020. In addition, Ms. Steyn has been a Senior Advisor to McKinsey & Company, a management consulting firm, since May 2019, where she focuses on the mobility space and corporate innovation and serves as an advisor to several venture capital organizations. Ms. Steyn previously served as CEO of Bolt Mobility, a personal transportation company, from December 2019 through August 2020, and was a member of Bolt Mobility’s Board from August 2020 to June 2021. From May 2019 to July 2022, Ms. Steyn was a Non-Executive Board Member of First Group PLC, a multinational transport group that operates transport services in the United Kingdom, Ireland, Canada and the United States. Previously, Ms. Steyn worked for almost a decade at General Motors, a vehicle manufacturer, where she was the founder and CEO of Maven, the shared mobility marketplace owned by General Motors. Ms. Steyn joined General Motors in 2012 as Vice President, Corporate Development and Global Mergers & Acquisitions. Before joining General Motors, Ms. Steyn was Vice President and co-managing director for the corporate development group of Alcoa, an aluminum industrial corporation, and she also has worked at Goldman Sachs, an investment bank, in key positions in London, Moscow and New York. Earlier in her career, she was a business analyst at A.T. Kearney, a consulting firm. Ms. Steyn is a non-executive Board member of two private companies, Metalsa S.A. and Commonwealth Rolled Products, a leader in the manufacture and sale of aluminum rolled products, from, respectively, March 2022 and October 2022. Ms. Steyn has a bachelor’s degree from Oberlin College and an M.B.A. with a concentration in Finance and Accounting from the University of Chicago. Skills and Qualifications: Ms. Steyn’s qualifications to serve on our Board include her financial expertise and her experience in the transportation sector and with emerging technologies. |

  42. All director nominees to be elected at the 2024 Annual Meeting (terms to expire in 2025)

    | Director Since: 2021 Age: 46 Committee Memberships: Finance Committee Nominating and Governance Committee (CHAIR) | STEVEN TESORIERE | | | Mr. Tesoriere, an independent director and designee of Oaktree, has served as a director on our Board since April 2021. Mr. Tesoriere joined Oaktree, a global asset management firm specializing in alternative investment strategies, in 2016, where he serves as a Managing Director and Co-Portfolio Manager. Prior to Oaktree, Mr. Tesoriere was Managing Principal and Portfolio Manager of Altai Capital Management, an investment manager he co-founded in 2009, which focused on investing in distressed debt and event-driven equities. Previously, Mr. Tesoriere worked at Anchorage Capital Group, a registered investment adviser, for six years, where he was a founding analyst. He began his career with Blackstone in the Restructuring and Reorganization Group, an alternative investment management company, before working at Goldman Sachs in distressed debt research. Mr. Tesoriere received a B.S. degree in Commerce with a concentration in finance from the University of Virginia’s McIntire School of Commerce. Skills and Qualifications: Mr. Tesoriere’s qualifications to serve on our Board include his extensive financial and investment expertise, and advisory experience in business strategy and growth. |

  43. Additional Director Biography

    Additional Director Biography Ms. Pierce is not standing for re-election at the Annual Meeting, and will step down from our Board effective at the Annual Meeting.

  44. Additional Director Biography

    | Director Since: 2021 Age: 57 Committee Memberships: None | TINA PIERCE | | | Ms. Pierce, an independent director, has served as a director on our board since April 2021. Since January 2024, Ms. Pierce has served as Vice President and Chief Financial Officer of Honeywell Industrial Automation, the automation technologies business of multinational conglomerate Honeywell. From January 2020 to December 2023, Ms. Pierce served as Vice President and CFO of Honeywell Performance Materials and Technologies (PMT), a global leader in sustainability and digitization solutions for industrial performance. Since joining Honeywell in 1988, Ms. Pierce has held a series of finance leadership roles of increasing responsibility across multiple industries. Prior to her current role, Ms. Pierce was Vice President and CFO for Honeywell Home and Building Technologies from November 2018 to January 2020, where she focused on completing Honeywell’s spin-off of its Homes business into a new publicly traded company called Resideo (NYSE: REZI), and prior to that served as Vice President & CFO, Homes & Buildings from July 2017 to October 2018 and as Vice President & CFO, Honeywell Process Solutions from July 2014 to June 2017. She received the Honeywell Senior Leadership Award in 2019. Ms. Pierce has served on a number of boards, including HarbisonWalker International (Audit Committee), a leading supplier of refractories products, Honeywell Automation India Limited and several joint venture boards. Ms. Pierce has extensive global experience in over 65 countries and has lived in Hong Kong and Singapore. Ms. Pierce holds a master’s degree in business administration from Florida State University and a bachelor’s degree in finance from Ball State University. She is a Certified Public Accountant, Certified Management Accountant and has completed the Northwestern Kellogg School of Management Executive Scholar Program, including the Board of Directors Development Program for Women. Skills and Qualifications: Ms. Pierce’s qualifications to serve on our Board included her financial management skills and her extensive experience managing global businesses. |

  45. Additional Director Biography

    None of our directors, director nominees or executive officers is or was during the term of their respective service related by blood, marriage or adoption to any other such director, director nominee or executive officer. As described below under “Certain Relationships and Related Person Transactions,” in connection with the Company’s Emergence, the Company entered into the Investor Rights Agreement, which provides certain investors of the Company with the right to nominate directors to the Board, subject to certain conditions. Pursuant to the Investor Rights Agreement at the Emergence, Kevin Mahony, Julia Steyn and Robert Shanks were designated as director nominees by certain affiliates of Centerbridge Partners LP (“Centerbridge”), and Steven Tesoriere, Daniel Ninivaggi and D’aun Norman were designated as director nominees by certain affiliates of Oaktree Capital Management, Inc. (“Oaktree”). Following the completion of the Capital Structure Transformation Transactions, each of Centerbridge and Oaktree maintain the right to designate one director to the Board. Messrs. Mahony and Tesoriere are the designees of Centerbridge and Oaktree, respectively.

  46. Additional Director Biography

    | 2024 Proxy Statement | 13 |

  47. Corporate Governance Highlights

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

  48. Corporate Governance Highlights

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

  49. Corporate Governance Highlights

    | Good Governance Practices | All directors are elected annually for one-year terms Development and regular review of succession plans for Chief Executive Officer and members of senior management Clawback policy for executive officers Board committees have sole discretion to retain and terminate independent third-party advisors, and to set such advisors’ terms of engagement including compensation Code of Business Conduct applicable to all employees, officers and directors Ethics training annually for all employees Securities Trading Policy prohibits hedging and pledging by directors and executive officers, and prohibits short sales and buying or selling puts, calls, options or other derivative securities of the Company by directors, officers and employees Stock ownership guidelines for directors and executive officers, including a requirement of 5x base salary for the Chief Executive Officer Responsible corporate citizenship and environmental initiatives In 2023, reviewed our by-laws and charter for consistency with market practice and good governance, and recommended certain changes including those charter amendments proposed in this proxy statement |

  50. Director Nominee Independence

    Director Nominee Independence Our Board has determined that each of our non-employee directors and director nominees, who are listed below, meet the applicable criteria for independence established by Nasdaq. Olivier Rabiller is not an independent director under Nasdaq rules due to his employment as our President and Chief Executive Officer.

  51. Director Nominee Independence

    | Independent Directors and Director Nominees | | | | Daniel Ninivaggi Paul Camuti Joachim Drees | Kevin Mahony D‘aun Norman Robert Shanks | Tina Pierce* Julia Steyn Steven Tesoriere |

  52. Director Nominee Independence

    | * Ms. Pierce is not standing for re-election at the Annual Meeting and will step down from the board effective at the Annual Meeting. |

  53. Director Nominee Independence

    In arriving at the foregoing independence determinations, the Board reviewed and discussed information provided by the directors and director nominees with regard to each individual’s business and personal activities and any relationships they have with us and our management. We have also determined that Mr. John Petry was independent while serving on our Board, from April 30, 2021 to February 9, 2024, according to our Corporate Governance Guidelines and the criteria for independence established by applicable listing standards.

  54. Board Committees

    Board Committees Our Board has established standing audit, compensation and nominating committees in accordance with NYSE and SEC requirements—the Audit Committee, the Talent Management and Compensation Committee, and the Nominating and Governance Committee (collectively, the “Committees”)—each of which operates under a charter that has been approved by our Board. Current copies of the Audit Committee, Talent Management and Compensation Committee, and Nominating and Governance Committee charters are posted on the “Investors—Leadership & Governance” section of our website located at www.garrettmotion.com. Our Board has determined that all of the members of each of the Committees are independent as defined under applicable Nasdaq rules. In addition, all members of the Audit Committee meet the heightened independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all members of the Talent Management and Compensation Committee satisfy the heightened independence requirements of the Nasdaq rules specific to the independence of compensation committee members. In April 2023, our Board also established a Finance Committee, to consider capital markets transactions, potential M&A activity and other matters.

  55. Board Committees

    | | Committee Membership | | | | | Name | Audit Committee | Talent Management and Compensation Committee | Nominating and Governance Committee | Finance Committee | | Daniel Ninivaggi (Non-Executive Board Chairman) | | | | | | Paul Camuti | | | | | | Joachim Drees* | | | | | | Kevin Mahony | | | | | | D’aun Norman | | | | | | Tina Pierce** | | | | | | Olivier Rabiller | | | | | | Robert Shanks | | | | | | Julia Steyn | | | | | | Steven Tesoriere | | | | |

  56. Board Committees

    | * If elected at the Annual Meeting, Mr. Drees will commence service as a director on our Board as of the completion thereof. Subject to his election, Mr. Drees may serve on one or more of the Committees as the Board may designate from time to time. |

  57. Board Committees

    | ** Ms. Pierce is not standing for re-election at the Annual Meeting and will step down from the board effective at the Annual Meeting. |

  58. Board Committees

    | = Committee Chair | = Member |

  59. Board Committees

    | 2024 Proxy Statement | 19 |

  60. Board Committees

    | Audit Committee | | | Current Committee Members: Robert Shanks (CHAIR) Julia Steyn D’aun Norman 9 Met 9 times in 2023 | Primary Responsibilities Include: • Reviewing the results of audits of the Company’s financial statements, and other matters related to the conduct of the audit, and recommending to the Board whether the audited financial statements should be included in our Annual Report on Form 10-K; • Preparing the Audit Committee report to be included in our proxy statement; • Reviewing with management and the independent auditor our annual and interim financial statements; • Reviewing and discussing the types of information to be disclosed and the types of presentations to be made in connection with earnings releases and financial information and earnings guidance provided to analysts and ratings agencies; • Appointing our independent auditor and approving all audit engagement fees and non-audit engagements with the independent auditor; • Evaluating, at least annually, the independent auditor’s performance; • Overseeing the work of our independent auditor; • Developing and approving policies and procedures for the review, approval or ratification of related person transactions; • Overseeing the independence of the Company’s independent auditor, including receiving communications from the independent auditor regarding its communications with the committee concerning independence, discussing with the independent auditor their independence, and ensuring compliance with any audit partner rotation requirements; • Reviewing certain reports of the independent auditor and the internal auditor, including reports from the independent auditor relating to its internal quality procedures, and reports from the internal auditor related to the adequacy of the Company’s internal controls, disclosure processes and procedures; • Considering and reviewing, in consultation with the internal auditor, the Company’s internal audit function, including its scope, plan, budget, activities, organizational structure and staffing; • Reviewing on an annual basis the performance of the internal audit function, and receiving reports from the internal auditor on the status of significant findings, recommendations and management’s responses; • Establishing clear hiring policies regarding employees or former employees of the independent auditor; • Reviewing and discussing, with management as appropriate, our major enterprise and financial risk (including cybersecurity and including ESG matters, except as assigned to other Committees) exposures, assessment, management policies; and reviewing the internal control report prepared by management; • Establishing procedures for the confidential anonymous submission by employees, and receipt, retention and treatment of, accounting and auditing related concerns and complaints; • Reviewing material legal and compliance matters and our integrity and compliance program periodically with management; • Reviewing and discussing the Company’s plans, practices and policies concerning significant financial matters (except as assigned to other Committees); and • Undertaking an annual performance evaluation of the activities of the committee, including the committee’s responsibilities as set forth above. | | | Financial Expertise and Independence All members of the Audit Committee meet the independence standards of the Nasdaq and the SEC, as well as the financial literacy requirements of Nasdaq. The Board has determined that each of Mr. Shanks and Ms. Norman qualifies as an “audit committee financial expert” as defined by SEC rules. No Audit Committee member currently serves on the audit committees of more than three public companies. Report The Report of the Audit Committee is set forth beginning on page 68 of this proxy statement. |

  61. Board Committees

    | Nominating and Governance Committee | | | Current Committee Members: Steven Tesoriere (CHAIR) Daniel Ninivaggi D’aun Norman 6 Met 6 times in 2023 | Primary Responsibilities Include: • Reviewing and making recommendations to the Board regarding its size, composition and organization, qualifications and criteria of directors, procedures for stockholder suggestion or nomination of candidates for director, retirement of directors, the compensation and benefits of non-employee directors, stock ownership guidelines applicable to non-employee directors, the conduct of business or other transactions between the Company and any person or entity affiliated with a director, and the structure, composition and membership of the Committees; • Identifying and recommending to the Board qualified director candidates and recommending actions regarding third-party nominations; • Reviewing the Company’s management development program, including executive succession plans and making recommendations to the Board relating to the election of the Company’s officers in coordination with the Talent Management and Compensation Committee; • Overseeing the succession planning process for our officers, in coordination with the Talent Management and Compensation Committee; • Overseeing and reporting to the Board regarding an annual evaluation of the Board and the Committees; • Reviewing and assessing the adequacy of our Governance Guidelines and governance structure; • Overseeing the director orientation and continuing education programs; • Reviewing and reporting to the Board regarding matters relating to the Company’s role as a responsible corporate citizen, including health, safety and environmental matters, equal employment opportunity and other matters, including the Company’s Code of Business Conduct; • Evaluating, together with management, the Company’s progress against its ESG targets, and reporting to the Board at least annually with respect to the Company’s ESG strategies, policies and performance; • Monitoring governance trends and reviewing periodically, with reports to the Board at least annually, with respect to the Company’s public reporting on ESG matters, including any corporate social responsibility and/or sustainability reports; and • Undertaking an annual performance evaluation of the activities of the committee, including the committee’s responsibilities as set forth above. | | | Independence The Nominating and Governance Committee is comprised entirely of directors who are independent under the Nasdaq rules. |

  62. Board Committees

    | 2024 Proxy Statement | 21 |

  63. Board Committees

    | Talent Management and Compensation Committee | | | Current Committee Members: Julia Steyn (CHAIR) Kevin Mahony Robert Shanks 7 Met 7 times in 2023 | Primary Responsibilities Include: • Reviewing and making recommendations to the Board regarding corporate goals and objectives relevant to compensation of our Chief Executive Officer (“CEO”), evaluating his performance in light of such goals and objectives and, together with the independent directors, making recommendations to the Board in relation to the CEO’s compensation level based on this evaluation of his performance; • Reviewing and making recommendations to the Board regarding the individual goals and objectives of the other executive officers and annual salary and other remuneration, including incentive compensation plans and equity-based plans, for all officers; • Reviewing and making recommendations to the Board regarding proposed actions under our incentive compensation plans and equity-based plans for all senior level employees; • Reviewing the management development program, including executive succession plans, and making recommendations to the Board relating to the election of our officers, in coordination with the Nominating and Governance Committee; • Reviewing and administering our bonus, stock and other benefits plans, as may be provided in any such plans or deemed appropriate by the Board; • Reviewing and making recommendations to the Board regarding Company employment agreements and compensatory arrangements with executive officers of the Company; • Reviewing and making recommendations to the Board regarding perquisite benefits provided to the Company’s executive officers; • Overseeing and making recommendations to the Board with respect to the Company’s stock ownership guidelines, share retention policy and clawback policy for the Company’s executive officers; • Reviewing and discussing annually with management our “Compensation Discussion and Analysis,” and recommending to the Board whether such section should be included in the Company’s Annual Report on Form 10-K and annual proxy statement; • Reviewing and making recommendations to the Board regarding the frequency of say-on-pay votes, taking into account the results of the most recent say-on-pay frequency vote, and reviewing and approving the proposals regarding say-on-pay votes and say-on-pay frequency votes to be included in the Company’s annual proxy statement; • Undertaking an annual performance evaluation of the activities of the committee, including the committee’s responsibilities as set forth above; and • Providing strategic review of the Company’s human resources strategies and initiatives to ensure the Company is seeking, developing and retaining human capital appropriate to the Company’s needs, including periodically assessing whether ESG goals and milestones, if appropriate, are effectively reflected in executive compensation. | | | Independence The Talent Management and Compensation Committee is comprised entirely of directors who are independent under the Nasdaq rules, including the rules specific to membership on a compensation committee, and are “non-employee directors” under Section 16 of the Exchange Act. | | | Delegation Authority The Talent Management and Compensation Committee may form and delegate its authority to subcommittees, including a subcommittee consisting of two or more individuals who qualify as non-employee directors under Section 16 the Exchange Act. | | | Role of Management and Compensation Consultant For information regarding the role of management and our compensation consultant Meridian Compensation Partners (“Meridian”) in setting compensation see “Executive Compensation–Role of Management” and “Executive Compensation–Role of Independent Compensation Consultant” below. | | | Report The Talent Management and Compensation Committee Report is set forth beginning on page 38 of this proxy statement. |

  64. Board Committees

    | Finance Committee | | | Current Committee Members: Daniel Ninivaggi (CHAIR) Kevin Mahony Olivier Rabiller Steven Tesoriere 6 Met 6 times in 2023 | Primary Responsibilities Include: • Reviewing and making recommendations to the Board on the Company’s capital structure and capital markets transactions; • Reviewing and making recommendations to the Board on significant M&A or other strategic transactions; • Advising the Board on the Company’s investor relations strategy and procedures, and other matters related to the responsibilities listed above; • Reporting regularly to the Board; and • Undertaking an annual performance evaluation of the committee, including the committee’s responsibilities as set forth above. |

  65. Board Committees

    In addition to the Committees and the Finance Committee, from time to time, our Board establishes additional standing and/or ad hoc committees for specific purposes. During our 2023 fiscal year, our Board established a committee (the “Preferred Conversion Committee”) of directors who were disinterested with respect to the Series A preferred stock (comprised of Messrs. Ninivaggi (Chair) and Shanks and Mses. Norman and Steyn) to, among other things, evaluate, negotiate and make recommendations to the Board with respect to potential options available to the Company to appropriately manage the conversion of the Series A preferred stock into shares of common stock.

  66. Compensation Program Highlights

    | What We Don’t Do | | | | No single-trigger cash severance or benefits in connection with a change in control | | | No guaranteed equity compensation or salary increases for executive officers | | | No excise tax gross-up provisions | | | No repricing of stock option awards and our plans expressly forbid exchanging underwater options for cash without stockholder approval | | | No hedging or pledging of our equity securities | | | No dividends or dividend equivalents paid on unearned PSUs |

  67. Process and Timeline for Designing and Delivering Compensation

    Process and Timeline for Designing and Delivering Compensation The Talent Management and Compensation Committee is responsible for evaluating programs and procedures for annual and long-term executive compensation and assessing organizational structure and the development of our executives. The Talent Management and Compensation Committee follows a robust process to review and propose to the Board for approval all compensation decisions regarding the NEOs. These decisions are informed by peer group and market data and supported by the review and advice of an independent compensation consultant. Role of Management To aid the Talent Management and Compensation Committee in making its determination, our Chief Executive Officer provides recommendations annually to the Talent Management and Compensation Committee regarding the compensation of all other NEOs (i.e., other than himself) based on the overall corporate achievements during the period and his assessment of the individual contributions to our success by each of the other NEOs. Our NEOs do not play a role in their own compensation determinations other than discussing their performance with our Chief Executive Officer, or in the case of the Chief Executive Officer, with the Talent Management and Compensation Committee and Non-Executive Chairman of the Board. Our senior management also supports the Talent Management and Compensation Committee by developing recommendations for specific award designs, including metric assessment, performance goal-setting, and program administration. While members of our senior management may attend the meetings of the Talent Management and Compensation Committee, they do not attend executive sessions and do not attend the portions of meetings during which their own compensation is discussed. Role of Independent Compensation Consultant The Talent Management and Compensation Committee engages Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant. Meridian assists the Talent Management and Compensation Committee in its evaluation of the compensation provided to our Chief Executive Officer and other NEOs and the design of such executive compensation programs. Meridian attends Talent Management and Compensation Committee meetings and provides information, research and analysis pertaining to executive compensation and governance as requested by the Talent Management and Compensation Committee and the Board. Other than advising the Talent Management and Compensation Committee and senior management, as described above, Meridian did not provide any services to the Company in 2023. The Talent Management and Compensation Committee has considered the independence of Meridian, consistent with the requirements of Nasdaq, and has determined that Meridian is independent. Further, pursuant to the U.S. Securities and Exchange Commission (SEC) rules, the Talent Management and Compensation Committee conducted a conflicts of interest assessment and determined that there is no conflict of interest resulting from working with Meridian. The Talent Management and Compensation Committee intends to reassess the independence of its advisor at least annually. Executive Compensation Peer Group In 2023, Meridian worked with the Talent Management and Compensation Committee and senior management to review the Garrett compensation peer group of companies to be used for market comparison purposes in terms of executive pay levels and practices. Meridian assessed our peer group against the following characteristics, which are consistent with criteria historically reviewed:

  68. Process and Timeline for Designing and Delivering Compensation

    Meritor, Inc. was acquired in 2022 by Cummins and LEONI AG was delisted from the Frankfurt Stock Exchange in 2023. As a result, neither company is included in the table above and will not be included in the peer group moving forward. In May 2023, the Talent Management and Compensation Committee determined that Rheinmetall AG no longer qualified as a peer company and, while included as a peer group company in 2023 for market comparison purposes, will not be included in the peer group moving forward. The Talent Management and Compensation Committee intends to continually evaluate the peer group to ensure that it remains an appropriate market reference going forward and continues to suit our business needs. In addition to reviewing information regarding the peer group, our Talent Management and Compensation Committee also leverages broader market survey and data sources to guide the establishment of our executive compensation programs.

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

    Short-Term Incentive Compensation Plan (“ICP”) Awards ICP awards are intended to motivate and reward executives to achieve annual corporate, strategic business group and functional goals in key areas of financial and operational performance. Each NEO’s target ICP opportunity is based upon a percentage of base salary. The target percentages for each NEO, as a percentage of base salary, are set forth below:

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

    | Named Executive Officer | 2023 Target ICP Opportunity (% of Base Salary) | | Olivier Rabiller | 125% | | Sean Deason | 80% | | Craig Balis | 70% | | Thierry Mabru | 70% | | Jérôme Maironi | 65% |

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

    | 2024 Proxy Statement | 31 |

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

    For 2023, the ICP payout was based in part on the achievement of objective Company performance criteria (the “Company Performance Portion”), which represented 75% of the award opportunity, and on the achievement of individual performance goals (the “Individual Performance Portion”), which represented the remaining 25% of the award opportunity. Company Performance. The 2023 ICP award opportunities under the Company Performance Portion were based on the achievement of three financial performance criteria: Adjusted EBITDA ($M), Adjusted EBITDA Margin (%) and Adjusted Free Cash Flow Conversion (%), weighted as shown in the table below. Performance goals for each metric were established at threshold, target and maximum levels. Payout for achievement at or above maximum for each metric was capped at 200% of target, and achievement below threshold would result in no payout. Straight-line interpolation is used to calculate payouts associated with results falling between goals. The goals were set at levels that were expected to be challenging but achievable at the outset of the year. The following table sets forth the applicable goals and achievements for each measure:

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

    | Performance Criteria* | Weighting | Threshold (25%) | Target (100%) | Maximum (200%) | Achievement | Payout | | Adjusted EBITDA $M(1) | 40% | $502 | $590 | $679 | $635 | 138% | | Adjusted EBITDA Margin(2) | 40% | 14.4% | 15.7% | 17.0% | 16.4% | 144% | | Adjusted Free Cash Flow Conversion(3) | 20% | 52.7% | 62.0% | 71.3% | 70.4% | 185% |

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

    | * Achievement of each metric is determined on a constant currency basis and excludes the impact of changes in foreign exchange rates. |

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

    | (1) “Adjusted EBITDA” is defined as our net income calculated in accordance with U.S. GAAP, plus the sum of interest expense net of interest income, tax expense and depreciation, further adjusted for capital structure transformation costs, stock compensation expense, non-operating income/expense, repositioning costs, discounting costs on factoring, and foreign exchange gain/loss on debt net of related hedging gains/losses. |

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

    | (2) “Adjusted EBITDA Margin” is defined as Adjusted EBITDA divided by net sales. |

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

    | (3) “Adjusted Free Cash Flow Conversion” is defined as adjusted free cash flow (i.e., net cash provided by operating activities less expenditures for property plant and equipment, and additionally adjusted for discretionary items including cash paid for repositioning charges and capital structure transformation expenses, cash flow impacts for factoring and guaranteed bank notes activity, and cash proceeds from cross currency swap contracts) divided by adjusted EBITDA. |

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

    Individual Performance: Effective for 2023 and onwards, the Talent Management and Compensation Committee determined the bonus pool for the individual ICP payout which represents 25% of the award opportunity. Our Chief Executive Officer recommends individual payouts (such payout capped at 200% of target) for our NEOs to the Talent Management and Compensation Committee and the Board for approval. The Chief Executive Officer’s payout allocation is determined by our Talent Management and Compensation Committee and the Board based on his achievement of the individual performance goals. For 2023, the Talent Management and Compensation Committee determined the achievement of individual goals was above target. The ultimate allocations for our NEOs, including our Chief Executive Officer, under the bonus pool are set forth in the ICP pay-out table below. Each of the NEOs had individual performance goals for 2023 as follows:

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

    | • | Mr. Rabiller’s goals included the following; |

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

    | • | implementing Electric Vehicle growth vectors initiatives to planned milestones; |

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

    | • | pursuing organic and inorganic growth opportunities; |

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

    | • | ensuring flawless launches for core turbo, e-boosting, fuel cell compressors; |

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

    | • | optimizing capital allocation by simplifying capital structure; |

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

    | • | delivering on ESG milestones and advancing the Company’s long-term ESG strategy; and |

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

    | • | adapting cost to volatile revenue outlook; and |

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

    | • | reinforcing compliance process. |

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

    | • | Mr. Deason’s goals included the following: |

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

    | • | building and implementing a comprehensive plan to simplify the capital structure and optimize capital allocation to maximize long-term shareholder value; |

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

    | • | develop financial modelling for medium and long-term planning; |

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

    | • | enhance working capital and cash flow forecasting and variance analysis; and |

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

    | • | execute fixed cost and productivity initiatives. |

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

    | • | Mr. Balis’ goals included the following: |

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

    | • | implementing Electric Vehicle (EV) growth vectors and achieving milestones for such plans; |

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

    | • | driving organic pipeline projects to go/no go decisions; |

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

    | • | continuing to drive core turbo transformation; |

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

    | • | delivering Research and Development transformation; and |

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

    | • | delivering on ESG milestones and finalizing long-term ESG strategy. |

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

    | • | Mr. Mabru’s goals included the following: |

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

    | • | delivering on the Company’s end-to-end supply chain transformation initiative; |

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

    | • | achieving a new supply chain planning system; |

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

    | • | delivering on direct material, freight and indirect cost objectives, including inflation management initiatives; |

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

    | • | reinforcing compliance process as part of the Garrett Excellence Model (GEM) and updating GEM requirements and certifications accordingly; and |

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

    | • | delivering on the Company’s Safety Quality Delivery Continuous Improvement targets. |

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

    | • | Mr. Maironi’s goals included the following: |

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

    | • | supporting strategic capital allocation actions; |

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

    | • | enforcing compliance with a specific focus on record retention; |

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

    | • | implementing government sponsored technology programs globally; and |

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

    | • | delivering on ESG milestones (especially on governance). |

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

    Individual performance goals for the NEOs are typically developed during the Company’s annual strategic planning to ensure rigor and business alignment, and the year-end performance assessment is performed using a formal process that matches actual performance and behaviors against established expectations. The Company Performance Portion and the Individual Performance Portion for each NEO are weighted 75% and 25%, respectively, to determine the total ICP payout for each NEO. The 2023 annual cash payments paid to our NEOs under the ICP are as follows:

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

    | Named Executive Officer | 2023 Total ICP Payout(1) | | | | Earned ($) | Payout as % Target (%) | | Olivier Rabiller | 2,246,546 | 160% | | Sean Deason | 887,669 | 158% | | Craig Balis | 545,394 | 149% | | Thierry Mabru | 549,620 | 149% | | Jérôme Maironi | 503,646 | 140% |

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

    | 1. | The 2023 ICP payouts disclosed in the respective columns above were originally denoted in local currency (CHF) and, in each case, have been converted to USD using the exchange rate for the year ended December 31, 2023 of 1 USD to 0.841772 CHF. |

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

    | 2024 Proxy Statement | 33 |

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

    The actual annual cash payments payable for 2023 under the ICP are set forth in the Summary Compensation Table below in the column titled “Non-Equity Incentive Plan Compensation.”

  114. Equity Awards

    Equity Awards The goal of our long-term, equity-based incentive awards is to align the interests of our NEOs with the interests of our stockholders. Because vesting is based on continued service, our equity-based incentives also encourage the retention of our NEOs during the award vesting period. Long Term Incentive Plan (“LTI Plan”) Pursuant to the NEOs’ offer letters or employment agreements (and for Messrs. Rabiller, Deason and Mabru, as increased in prior fiscal years), each of our NEOs is eligible for an annual grant of equity awards with an initial target opportunity of 350%, 190%, 200%, 190% and 189%, respectively, of the executive’s annual base salary. On February 16, 2023, our Talent Management and Compensation Committee determined to increase the equity award opportunity of Mr. Rabiller (from 350% to 375%) to align with competitive market compensation provided to officers in similar roles. Under our LTI Plan, the Board granted awards, 60% in the form of PSUs and 40% in the form of RSUs to our NEOs. The PSUs will vest based on the achievement of Relative TSR, cumulative Adjusted EBITDA $M and cumulative Adjusted EBITDA Margin %, weighted 33%, 33% and 33%, respectively. The PSUs vest at the end of a three-year performance period from January 1, 2023 through December 31, 2025 at levels ranging from 0% to 200% of the target level depending on the Company’s performance against the performance metrics. The RSUs will vest in three equal installments on the anniversary of the grant date over three years, subject to continued employment. The tables below set forth the number and value of each equity award granted under the LTI Plan. The “Relative TSR” component is based on the Company’s total shareholder return relative to the total shareholder return of a group of the Company’s peers measured over the three-year performance period, with the payout achievement scale as follows: 0% payout below the 25th percentile; 50% payout at the 25th percentile; 100% payout at the 50th percentile; and 200% payout at and above the 75th percentile. The peer group for PSUs granted in 2023 included: Allison Transmission Holdings, Inc., American Axle & Manufacturing Holdings, Inc., Autoliv Inc., BorgWarner Inc., Cooper-Standard Holdings Inc., Dana Incorporated, Gentex Corporation, Modine Manufacturing Company, Sensata Technologies Holding plc, The Timken Company, Visteon Corporation, Autoneum Holding G, ElringKlinger AG, HELLA Gmbh & Co. KGaA, LEONI AG, Martinrea International Inc. and TI Fluid Systems plc. We made the following grants of PSUs and RSUs under the LTI Plan to our named executive officers in 2023:

  115. Equity Awards

    | Named Executive Officer | Aggregate Dollar- Denominated Value ($)(1) | PSUs (#) | RSUs (#) | | Olivier Rabiller | $4,286,321 | 275,530 | 183,686 | | Sean Deason | $1,362,081 | 87,556 | 58,371 | | Craig Balis | $1,065,989 | 68,523 | 45,682 | | Thierry Mabru | $1,020,533 | 65,601 | 43,734 | | Jérôme Maironi | $1,064,419 | 68,422 | 45,615 |

  116. Equity Awards

    | 1. | The amounts in this column represent the grant date fair value of stock awards calculated in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718’) which, for PSU awards, is based on the probable outcome of the performance conditions and Monte Carlo valuation of the market conditions. |

  117. Severance Benefits

    Severance Benefits Certain of our NEOs’ employment agreements and offer letters provide that the executive is eligible to receive severance payments upon a qualifying involuntary termination of employment, including in connection with a change in control of our Company (referred to as a “double trigger” change in control). Additionally, we maintain a severance policy under which our NEOs are eligible to receive severance payments and benefits upon a qualifying termination, including in connection with a change in control. We believe that these protections serve to encourage continued attention and dedication to duties without distraction arising from the possibility of a change in control, and provide the business with a smooth transition in the event of such a termination of employment in connection with a transaction. These severance and change in control arrangements are designed to retain certain of our executives in these key positions as we compete for talented executives in the marketplace where such protections are commonly offered. For a detailed description of the severance provisions contained in our NEOs’ employment agreements and offer letters and our severance policy, see “Summary of Potential Payments and Benefits—Termination Events” below.

  118. Section 280G of the Internal Revenue Code

    Section 280G of the Internal Revenue Code Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment. Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive’s prior compensation. In approving the compensation arrangements for our NEOs in the future, the Talent Management and Compensation Committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, the Talent Management and Compensation Committee may, in its authority under the applicable compensation plans, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent.

  119. Accounting Standards

    Accounting Standards ASC Topic 718 requires us to calculate the grant date “fair value” of our stock-based awards using a variety of assumptions. ASC Topic 718 also requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of restricted stock, RSUs and PSUs under our equity incentive award plans will be accounted for under ASC Topic 718. The Talent Management and Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align the accounting expense of our equity awards with our overall executive compensation philosophy and objectives.

  120. Responsible Equity Grant Practices

    Responsible Equity Grant Practices Our equity grant practices ensure all grants are made on fixed grant dates and at grant prices equal to the fair market value of our Common Stock on such dates. Equity grants are awarded under our stockholder-approved plans and we do not backdate, reprice or grant equity awards retroactively. Our stockholder- approved equity plans prohibit repricing of awards or exchanges of underwater options for cash or other securities without stockholder approval.

  121. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2023, 2022 and 2021.

  122. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total $ | | Olivier Rabiller President and Chief Executive Officer | 2023 | 1,115,094 | — | 4,286,321 | — | 2,246,546 | 130,490 | 41,935 | 7,820,387 | | | 2022 | 989,056 | — | — | — | 997,034 | 97,904 | 22,412 | 2,106,406 | | | 2021 | 984,801 | — | 7,602,860 | — | 2,215,802 | 165,233 | 22,650 | 10,991,346 | | Sean Deason Chief Financial Officer | 2023 | 701,046 | — | 1,362,081 | — | 887,669 | 104,805 | 109,175 | 3,164,776 | | | 2022 | 626,402 | — | — | — | 378,952 | 81,270 | 115,235 | 1,201,859 | | | 2021 | 623,707 | — | 2,500,936 | — | 866,853 | 59,590 | 174,189 | 4,225,376 | | Craig Balis Senior Vice President and Chief Technology Officer | 2023 | 519,360 | — | 1,065,989 | — | 545,394 | 120,794 | 36,439 | 2,287,976 | | | 2022 | 454,197 | — | — | — | 251,027 | 83,089 | 44,691 | 833,004 | | | 2021 | 437,690 | — | 1,696,637 | — | 453,008 | 122,457 | 31,260 | 2,741,052 | | Thierry Mabru Senior Vice President, Integrated Supply Chain | 2023 | 523,383 | — | 1,020,533 | — | 549,620 | 123,053 | 24,591 | 2,241,179 | | | 2022 | 458,230 | — | — | — | 293,642 | 83,475 | 22,412 | 857,760 | | | 2021 | 443,161 | — | 1,374,280 | — | 471,965 | 101,235 | 22,650 | 2,413,292 | | Jérôme Maironi Senior Vice President, General Counsel and Corporate Secretary | 2023 | 550,744 | — | 1,064,419 | — | 503,646 | 116,730 | 34,296 | 2,269,835 | | | 2022 | 492,701 | — | — | — | 225,814 | 91,535 | 46,800 | 856,849 | | | 2021 | 492,401 | — | 1,803,722 | — | 560,106 | 93,139 | 28,676 | 2,978,043 |

  123. SUMMARY COMPENSATION TABLE

    | (1) Base salary and other compensation values in this Summary Compensation Table originally denoted in local currency (CHF) have been converted to USD using the average exchange rate for the year-ended December 31, 2023 of 1 USD to 0.841772 CHF. |

  124. SUMMARY COMPENSATION TABLE

    | (2) Amounts for 2023 represent the grant date value of RSU awards granted under the LTI Plan. The amounts in this column represent the grant date fair value of stock awards calculated in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”) which, for PSU awards, is based on the probable outcome of the performance conditions and Monte Carlo valuation of the market conditions. For a discussion of valuation assumptions, see Note 23 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 15, 2024. The value for each PSU award, granted in 2023 under the LTI Plan, as of the grant date, assuming the maximum level of performance, is $4,606,862, $1,463,936, $1,145,705, $1,096,849, and $1,144,016 for Messrs. Rabiller, Deason, Mabru, Balis, and Maironi, respectively. There can be no assurance that these grant date fair values will ever be realized by the NEOs. |

  125. SUMMARY COMPENSATION TABLE

    | (3) No stock options were granted in fiscal year 2023, 2022 or 2021. |

  126. SUMMARY COMPENSATION TABLE

    | (4) Amounts represent the payouts earned under our ICP in 2023. For 2023, the awards under the ICP were based on the NEO’s target incentive, and annual base salary as of September 1, 2023. See “Elements of Executive Compensation-Short-Term Incentive Compensation Plan (“ICP”) Awards” for a detailed discussion of the 2023 ICP. |

  127. SUMMARY COMPENSATION TABLE

    | 2024 Proxy Statement | 39 |

  128. SUMMARY COMPENSATION TABLE

    | (5) The change in pension value includes the increase in vested benefits in 2023 under our Swiss pension scheme attributable to employer contributions and allocated interest. See “Nonqualified Deferred Compensation—Fiscal Year 2023” for a detailed discussion of the Garrett Supplemental Savings Plan and “Pension Benefits-Fiscal Year 2023” for a detailed discussion of the Garrett Swiss Plan. |

  129. SUMMARY COMPENSATION TABLE

    | (6) For 2023, “All Other Compensation” consists of the following: |

  130. SUMMARY COMPENSATION TABLE

    | Item | Olivier Rabiller | Sean Deason | Craig Balis | Thierry Mabru | Jérôme Maironi | | Car Allowance ($) | 24,591 | 24,591 | 24,591 | 24,591 | 24,591 | | Tuition Reimbursement ($) | — | 80,480 | — | — | — | | Tax Planning ($) | — | 4,104 | 11,848 | — | 9,705 | | Other Reimbursement ($)(1) | 17,344 | — | — | — | — | | Total ($) | 41,935 | 109,175 | 36,439 | 24,591 | 34,296 |

  131. SUMMARY COMPENSATION TABLE

    | 1. | Regular periodic executive physical. |

  132. GRANTS OF PLAN-BASED AWARDS—FISCAL YEAR 2023

    GRANTS OF PLAN-BASED AWARDS—FISCAL YEAR 2023 The following table shows all plan-based awards which the Company granted to the NEOs during 2023.

  133. GRANTS OF PLAN-BASED AWARDS—FISCAL YEAR 2023

    | | | | | Estimated Possible 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 (#) | Grant Date Fair Value of Stock Awards ($)(2) | | Name | Award Type | Performance Plan | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Olivier Rabiller | ICP | — | — | 351,023 | 1,404,091 | 2,808,183 | — | — | — | — | — | | | PSU | LTI Plan | 2/17/2023 | — | — | — | 91,843 | 275,530 | 551,060 | — | 2,750,706 | | | RSU | LTI Plan | 2/17/2023 | — | — | — | — | — | — | 183,686 | 1,535,615 | | Sean Deason | ICP | — | — | 140,900 | 563,600 | 1,127,199 | — | — | — | — | — | | | PSU | LTI Plan | 2/17/2023 | — | — | — | 29,185 | 87,556 | 175,112 | — | 874,099 | | | RSU | LTI Plan | 2/17/2023 | — | — | — | — | — | — | 58,371 | 487,982 | | Craig Balis | ICP | — | — | 91,663 | 366,651 | 733,303 | — | — | — | — | — | | | PSU | LTI Plan | 2/17/2023 | — | — | — | 22,841 | 68,523 | 137,046 | — | 684,088 | | | RSU | LTI Plan | 2/17/2023 | — | — | — | — | — | — | 45,682 | 381,902 | | Thierry Mabru | ICP | — | — | 92,373 | 369,492 | 738,984 | — | — | — | — | — | | | PSU | LTI Plan | 2/17/2023 | — | — | — | 21,867 | 65,601 | 131,202 | — | 654,917 | | | RSU | LTI Plan | 2/17/2023 | — | — | — | — | — | — | 43,734 | 365,616 | | Jérôme Maironi | ICP | — | — | 89,937 | 359,747 | 719,495 | — | — | — | — | — | | | PSU | LTI Plan | 2/17/2023 | — | — | — | 22,807 | 68,422 | 136,844 | — | 683,078 | | | RSU | LTI Plan | 2/17/2023 | — | — | — | — | — | — | 45,615 | 381,341 |

  134. GRANTS OF PLAN-BASED AWARDS—FISCAL YEAR 2023

    | (1) The amounts shown represent the range of potential payouts under the 2023 ICP. The actual payouts were determined in February and paid in March 2024, as shown in the Summary Compensation Table above. See “Elements of Executive Compensation—Short-Term Incentive Compensation Plan (“ICP”) Awards” for a detailed discussion of the 2023 ICP. |

  135. GRANTS OF PLAN-BASED AWARDS—FISCAL YEAR 2023

    | (2) The amounts shown represent the grant date fair value calculated in accordance with ASC 718. For the awards which are subject to performance-based conditions, the amounts shown are based on the probable outcome of the performance conditions. For a discussion of valuation assumptions, see Note 23 to the consolidated and combined financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 15, 2024. |

  136. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The material terms of the employment agreements and/or offer letters with each of our NEOs, as in effect in 2023, are described below.

  137. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table shows all outstanding Company equity awards held by the NEOs as of December 31, 2023:

  138. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | 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 ($)(1) | | Olivier Rabiller | 5/26/2021 | — | — | — | — | 272,701(2) | 2,637,019 | — | — | | | 5/26/2021 | — | — | — | — | — | — | 334,239(3) | 3,232,091(4) | | | 2/17/2023 | — | — | — | — | 183,686(5) | 1,776,244 | — | — | | | 2/17/2023 | — | — | — | — | — | — | 367,373(6) | 3,552,497(7) | | Sean Deason | 5/26/2021 | — | — | — | — | 89,704(2) | 867,438 | — | — | | | 5/26/2021 | — | — | — | — | — | — | 109,947(3) | 1,063,187(4) | | | 2/17/2023 | — | — | — | — | 58,371(5) | 564,448 | — | — | | | 2/17/2023 | — | — | — | — | — | — | 116,741(6) | 1,128,885(7) | | Craig Balis | 5/26/2021 | — | — | — | — | 60,855(2) | 588,468 | — | — | | | 5/26/2021 | — | — | — | — | — | — | 74,588(3) | 721,266(4) | | | 2/17/2023 | — | — | — | — | 45,682(5) | 441,745 | — | — | | | 2/17/2023 | — | — | — | — | — | — | 91,364(6) | 883,490(7) | | Thierry Mabru | 5/26/2021 | — | — | — | — | 49,294(2) | 476,673 | — | — | | | 5/26/2021 | — | — | — | — | — | — | 60,417(3) | 584,232(4) | | | 2/17/2023 | — | — | — | — | 43,734(5) | 422,908 | — | — | | | 2/17/2023 | — | — | — | — | — | — | 87,468(6) | 845,816(7) | | Jérôme Maironi | 5/26/2021 | — | — | — | — | 64,697(2) | 625,620 | — | — | | | 5/26/2021 | — | — | — | — | — | — | 79,295(3) | 766,783(4) | | | 2/17/2023 | — | — | — | — | 45,615(5) | 441,097 | — | — | | | 2/17/2023 | — | — | — | — | — | — | 91,229(6) | 882,184(7) |

  139. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (1) Market value is determined based on the closing price of our common stock on December 29, 2023 or $9.67 per share. |

  140. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (2) On May 25, 2021, the Board approved awards of RSUs for each NEO, each scheduled to vest in substantially equal installments on the first five anniversaries of the grant date, subject to continued employment on the applicable vesting date. |

  141. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (3) On May 25, 2021, the Board approved awards of PSUs. The performance period for the PSUs will end on December 31, 2023. In accordance with applicable SEC rules, the number of PSUs shown represents the number of performance shares that may be earned during the performance period based on the threshold achievement of Absolute TSR with stock price hurdles and on-target achievement of Adjusted EBITDA $M and Adjusted EBITDA Margin %, weighted 60%, 20% and 20%, respectively, subject to continued employment through the last day of the applicable performance period. |

  142. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (4) Represents both (A) the EBITDA-based PSUs at target achievement, granted on May 26, 2021 that may vest on the date that our Company releases its earnings for the fiscal year ending December 31, 2023 if specified performance criteria are met, subject to the exercise of negative discretion by the Talent Management and Compensation Committee (the performance metrics for this award are the cumulative Adjusted EBITDA for the “performance period” commencing January 1, 2021 and ending on December 31, 2023 (20%) and cumulative Adjusted EBITDA Margin for the performance period (20%)); and (B) the TSR-based PSUs at threshold achievement granted on May 26, 2021 that may vest on the date that our Company releases its earnings for the fiscal year ending December 31, 2023 if specified performance criteria are met, subject to the exercise of negative discretion by the Talent Management and Compensation Committee (the performance metric for this award is Absolute TSR for the period commencing January 1, 2022 and ending on December 31, 2023) By December 31, 2023, Adjusted EBITDA $M and Adjusted EBITDA Margin % metrices reached 100% achievement, while Absolute TSR reached 56% achievement. |

  143. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (5) On February 16, 2023, the Board approved awards of RSUs for each NEO, each scheduled to vest in substantially equal installments on the first three anniversaries of the grant date, subject to continued employment on the applicable vesting date. |

  144. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (6) On February 16, 2023, the Board approved awards of PSUs. The performance period for the PSUs will end on December 31, 2025. In accordance with applicable SEC rules, the number of PSUs shown represents the number of performance shares that may be earned during the performance period based on the threshold achievement of Relative TSR and on-target achievement of cumulative Adjusted EBITDA $M and cumulative Adjusted EBITDA Margin %, weighted 33%, 33% and 33%, respectively, subject to continued employment through the last day of the applicable performance period. |

  145. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (7) Represents both (A) the EBITDA-based PSUs at target achievement, granted on February 17, 2023 that may vest on the date that our Company releases its earnings for the fiscal year ending December 31, 2025 if specified performance criteria are met, subject to the exercise of negative discretion by the Talent Management and Compensation Committee (the performance metrics for this award are the cumulative Adjusted EBITDA for the “performance period” commencing January 1, 2023 and ending on December 31, 2025 (33%) and cumulative Adjusted EBITDA Margin for the performance period (33%)); and (B) the TSR-based PSUs at threshold achievement granted on February 17, 2023 that may vest on the date that our Company releases its earnings for the fiscal year ending December 31, 2025 if specified performance criteria are met, subject to the exercise of negative discretion by the Talent Management and Compensation Committee (the performance metric for this award is Relative TSR for the period commencing January 1, 2023 and ending on December 31, 2025). By December 31, 2023, Adjusted EBITDA $M and Adjusted EBITDA Margin % metrics reached 99% achievement, while Relative TSR reached 113% achievement. |

  146. STOCK VESTED—FISCAL YEAR 2023

    STOCK VESTED—FISCAL YEAR 2023 The following table shows for 2023 the number of shares acquired upon the vesting of Company stock awards and the value realized upon such vesting:

  147. STOCK VESTED—FISCAL YEAR 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Olivier Rabiller | 90,899 | 750,826 | | Sean Deason | 29,901 | 246,982 | | Craig Balis | 20,285 | 167,554 | | Thierry Mabru | 16,430 | 135,712 | | Jérôme Maironi | 21,565 | 178,127 |

  148. STOCK VESTED—FISCAL YEAR 2023

    | (1) Represents the amounts realized based on the fair market value of our common stock on the vesting date for awards that vested during the 2023 fiscal year. |

  149. STOCK VESTED—FISCAL YEAR 2023

    | 2024 Proxy Statement | 45 |

  150. PENSION BENEFITS—FISCAL YEAR 2023

    PENSION BENEFITS—FISCAL YEAR 2023 The following table provides summary information about the pension benefits that have been earned by our NEOs in 2023. For 2023, the NEOs all participated in a pension plan sponsored in Switzerland and named “Columna Sammelstiftung Client Invest Winterthur” (the “Garrett Swiss Plan”). Garrett Swiss Plan benefits depend on each NEO’s annual contribution election and age. The column in the table below entitled “Present Value of Accumulated Benefits” represents the value of the employer contributions in the Garrett Swiss Plan with related interest, converted to U.S. dollars.

  151. PENSION BENEFITS—FISCAL YEAR 2023

    | Name | Plan Name | Numbers of Years Credited Service (#)(1) | Present Value of Accumulated Benefits | | Olivier Rabiller | Garrett Swiss Plan | 13.0 | 1,170,336 | | Sean Deason | Garrett Swiss Plan | 3.5 | 274,581 | | Craig Balis | Garrett Swiss Plan | 9.6 | 885,544 | | Thierry Mabru | Garrett Swiss Plan | 12.8 | 802,366 | | Jérôme Maironi | Garrett Swiss Plan | 5.5 | 460,684 |

  152. PENSION BENEFITS—FISCAL YEAR 2023

    | (1) Garrett Swiss Plan benefits are not dependent upon years of credited service. |

  153. NONQUALIFIED DEFERRED COMPENSATION—FISCAL YEAR 2023

    NONQUALIFIED DEFERRED COMPENSATION—FISCAL YEAR 2023 The following table provides information on the defined contribution or other plans that during 2023 provided for deferrals of compensation to our NEOs on a basis that are not tax-qualified. The Garrett Supplemental Savings Plan in which Mr. Balis participates is a legacy Honeywell plan that was transitioned to Garrett following the Company's spin-off from Honeywell and in which Mr. Balis previously participated while employed by Honeywell in the United States.

  154. NONQUALIFIED DEFERRED COMPENSATION—FISCAL YEAR 2023

    | Name | Plan | Executive Contributions in 2023 ($) | Registrant Contributions in 2023 ($) | Aggregate Earnings in 2023 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance as of December 31, 2023 ($) | | Craig Balis | Garrett Supplemental Savings Plan(1) | — | — | 18,278 | — | 347,752 |

  155. NONQUALIFIED DEFERRED COMPENSATION—FISCAL YEAR 2023

    | (1) In 2023, Mr. Balis participated in the Garrett Supplemental Savings Plan. Mr. Balis does not contribute to the plan (and Garrett is not actively making any matching contributions to his account); however, his account continues to earn interest under the plan. All deferred compensation amounts are unfunded and unsecured obligations of Garrett and are subject to the same risks as any of Garrett’s general obligations. No amounts reported in the table above for Mr. Balis have been reported in our Summary Compensation Table for 2021, 2022 or 2023. |

  156. SUMMARY OF POTENTIAL PAYMENTS AND BENEFITS—TERMINATION EVENTS

    SUMMARY OF POTENTIAL PAYMENTS AND BENEFITS—TERMINATION EVENTS

  157. Summary of Potential Payments Upon Termination or Change in Control

    Summary of Potential Payments Upon Termination or Change in Control The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2023. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees, such as accrued vacation, and assume that any successor company in a change in control assumed or substituted awards for any outstanding awards under the LTI Plan. Pension and nonqualified deferred compensation benefits, which are described elsewhere in this filing, are not included in the table below in accordance with the applicable disclosure requirements, even though they may become payable at the times specified in the table.

  158. Summary of Potential Payments Upon Termination or Change in Control

    | Name | Benefit | Death ($) | Disability ($) | Termination Without Cause (no Change in Control) ($) | Termination Without Cause in Connection with a Change in Control ($) | | Olivier Rabiller | Cash | — | — | 4,493,093 | 7,301,275 | | | Equity Acceleration(1) | 5,591,304 | 5,591,304 | 5,591,304 | 9,421,607 | | | All Other Payments or Benefits | — | — | — | — | | | Total | 5,591,304 | 5,591,304 | 10,084,396 | 16,722,882 | | Sean Deason | Cash | — | — | 1,944,419 | 2,789,818 | | | Equity Acceleration(1) | 1,822,705 | 1,822,705 | 1,822,705 | 3,059,520 | | | All Other Payments or Benefits | — | — | — | — | | | Total | 1,822,705 | 1,822,705 | 3,767,123 | 5,849,338 | | Craig Balis | Cash | — | — | 1,331,076 | 1,881,053 | | | Equity Acceleration(1) | 1,285,543 | 1,285,543 | 1,285,543 | 2,193,224 | | | All Other Payments or Benefits | — | — | — | — | | | Total | 1,285,543 | 1,285,543 | 2,616,619 | 4,074,277 | | Thierry Mabru | Cash | — | — | 1,341,389 | 1,895,627 | | | Equity Acceleration(1) | 1,095,547 | 1,095,547 | 1,095,547 | 1,906,721 | | | All Other Payments or Benefits | — | — | — | — | | | Total | 1,095,547 | 1,095,547 | 2,436,935 | 3,802,348 | | Jérôme Maironi | Cash | — | — | 1,333,832 | 1,873,453 | | | Equity Acceleration(1) | 1,342,902 | 1,342,902 | 1,342,902 | 2,274,597 | | | All Other Payments or Benefits | — | — | — | — | | | Total | 1,342,902 | 1,342,902 | 2,676,734 | 4,148,050 |

  159. Summary of Potential Payments Upon Termination or Change in Control

    | (1) Represents the sum of the values attributable to the accelerated vesting of the unvested portion of all outstanding RSUs and PSUs held by the executive officer as of December 31, 2023. The value of the accelerated equity awards was calculated based on the closing price of our common stock on December 29, 2023 ($9.67). Upon the death or disability of the executive, PSUs will accelerate and vest based on actual performance through the completion of the performance period and will be prorated for the date of termination. We have estimated for purposes of this disclosure that PSUs awarded under the LTI Plan are valued based on projecting their performance as of December 31, 2023 through the end of the performance period. Note, however, that the value of these accelerated PSU awards would ultimately reflect actual performance and, accordingly the amounts payable in respect of such PSU awards under this scenario could be greater or less than the amounts reported. |

  160. Summary of Potential Payments Upon Termination or Change in Control

    | 2024 Proxy Statement | 49 |

  161. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our median employee to the annual total compensation of Olivier Rabiller, our CEO. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. For 2023, our last completed fiscal year:

  162. CEO Pay Ratio Disclosure

    | • | the annual total compensation of the employee who represents our median compensated employee (other than our CEO) was $31,034; and |

  163. CEO Pay Ratio Disclosure

    | • | the annual total compensation of our CEO, as reported in the Summary Compensation Table included above, was $7,820,387. |

  164. CEO Pay Ratio Disclosure

    Based on this information, for 2023, our CEO’s annual total compensation was 252 times that of the median of the annual total compensation of all of our employees (other than the CEO).

  165. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure

  166. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the relationship between executive compensation actually paid to our Principal Executive Officer (PEO) and to other NEOs and certain financial performance of the Company for the years ended December 31, 2023, 2022 and 2021. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis”.

  167. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(1) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(3) ($) | Cumulative Total Shareholder Return | Peer Group(4) Cumulative Total Shareholder Return | Net Income(5) ($ in millions) | Adjusted EBITDA(6) ($ in millions) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 7,820,387 | 9,217,272 | 2,490,942 | 2,834,781 | 175.50 | 96.73 | 261 | 635 | | 2022 | 2,106,406 | 1,419,262 | 937,368 | 764,417 | 138.29 | 88.19 | 390 | 570 | | 2021 | 10,991,346(7) | 11,198,243(7) | 3,089,441(7) | 3,111,001(7) | 145.74 | 105.12 | 495 | 607 | | 2020 | 4,624,167 | (1,699,838) | 1,522,770 | 179,947 | —(8) | —(8) | 80 | 440 |

  168. Pay Versus Performance Table

    | (1) The dollar amounts reported in this column (c) represent the amount of “compensation actually paid” to Mr. Rabiller, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Rabiller during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Rabiller’s total compensation for each applicable year to determine the compensation actually paid. The assumptions used for determining the fair values shown in this table do not differ materially from those used to determine the fair values disclosed as of the grant date of such awards. |

  169. Pay Versus Performance Table

    | 2024 Proxy Statement | 51 |

  170. Pay Versus Performance Table

    | | Year | | | 2023 ($) | | PEO Summary Compensation Table Total (b) | 7,820,387 | | Aggregate Change in Actuarial Present Value of Pension Benefits (-) | 130,490 | | Actuarial Present Value of Pension Benefits Attributable to Service (+) | 99,540 | | Grant Date Fair Value of Stock and Option Awards (-) | 4,286,321 | | Fair Value at Year End of Outstanding and Unvested Equity Awards Granted in Year (+) | 4,883,866 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards (+) | 772,115 | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year (+) | — | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in Year (+) | 58,175 | | Fair Value at the end of the Prior Year of Equity Awards that Fail to Meet Vesting Conditions (-) | — | | Dollar Value of Dividends or Earnings Paid on Equity Awards Not Otherwise Included in Total Compensation (+) | — | | Compensation Actually Paid to PEO (c) | 9,217,272 |

  171. Pay Versus Performance Table

    | (2) The names of each of the NEOs (excluding Mr. Rabiller) included for purposes of calculating the average amounts in 2020 are as follows: Messrs. Alessandro Gil, Peter Bracke, Balis, Mabru and Maironi. The names of each of the NEOs (excluding Mr. Rabiller) included for purposes of calculating the average amounts in 2021, 2022 and 2023 are as follows: Messrs. Deason, Mabru, Balis, and Maironi. |

  172. Pay Versus Performance Table

    | (3) The dollar amounts reported in this column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Rabiller), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Rabiller) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Rabiller) for each year to determine the compensation actually paid, using the same methodology described above in Note 1. The assumptions used for determining the fair values shown in this table do not differ materially from those used to determine the fair values disclosed as of the grant date of such awards. |

  173. Pay Versus Performance Table

    | | Year | | | 2023 ($) | | Average Summary Compensation Table Total for Non-PEO NEOs (d) | 2,490,942 | | Aggregate Change in Actuarial Present Value of Pension Benefits (-) | 116,345 | | Actuarial Present Value of Pension Benefits Attributable to Service (+) | 101,529 | | Grant Date Fair Value of Stock and Option Awards (-) | 1,128,256 | | Fair Value at Year End of Outstanding and Unvested Equity Awards Granted in Year (+) | 1,285,543 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards (+) | 187,259 | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year (+) | — | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in Year (+) | 14,109 | | Fair Value at the end of the Prior Year of Equity Awards that Fail to Meet Vesting Conditions (-) | — | | Dollar Value of Dividends or Earnings Paid on Equity Awards Not Otherwise Included in Total Compensation (+) | — | | Average Compensation Actually Paid to Non-PEO NEOs (e) | 2,834,781 |

  174. Pay Versus Performance Table

    | (4) The peer group used for this purpose consists of Adient plc, Allison Transmission Holdings, Inc., American Axle & Manufacturing Holdings, Inc., Aptiv PLC, Autoliv Inc., BorgWarner Inc., Dana Incorporated, Gentex Corporation, Lear Corporation, Magna International Inc. and Visteon Corporation (the “Peer Group”), which are the peer group companies indicated in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 15, 2024. |

  175. Pay Versus Performance Table

    | (5) The dollar amounts reported in this column (h) represent the amount of net income reflected in our audited financial statements for the applicable year. |

  176. Pay Versus Performance Table

    | (6) Adjusted EBITDA is defined as our net income calculated in accordance with U.S. GAAP, plus the sum of interest expense net of interest income, tax expense and depreciation, further adjusted for capital structure transformation costs, stock compensation expense, non-operating income/expense, repositioning costs, discounting costs on factoring, and foreign exchange gain/loss on debt net of related hedging gains/losses. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to company performance. |

  177. Pay Versus Performance Table

    | (7) The dollar amounts reported as compensation to our NEOs in 2021 is significantly larger than the compensation in 2020 or 2022 as a result of the Emergence Grants made to our NEOs in 2021. Each Emergence Grant was sized in excess of a standard annual grant in order to align incentives as of the Company’s Emergence and with the intention of covering equity grants for fiscal years 2021 and 2022. Accordingly, no equity grants were made for fiscal year 2022. |

  178. Pay Versus Performance Table

    | (8) In accordance with SEC guidance, we have reported in columns (f) and (g) the cumulative TSR and weighted peer group TSR measured only from April 30, 2021, which is the date the Company began issuing the new class of common stock pursuant to the Revised Amended Plan of Reorganization following the Company’s Emergence, to December 31, 2022. |

  179. Pay Versus Performance Table

    | 2024 Proxy Statement | 53 |

  180. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table Financial Performance Measures As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The following were the most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance:

  181. Narrative Disclosure to Pay Versus Performance Table

    | • | Adjusted EBITDA |

  182. Narrative Disclosure to Pay Versus Performance Table

    | • | Adjusted EBITDA Margin |

  183. Narrative Disclosure to Pay Versus Performance Table

    | • | Adjusted Free Cash Flow Conversion |

  184. Narrative Disclosure to Pay Versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Net Income As demonstrated by the following table, the amount of compensation actually paid (CAP) to Mr. Rabiller and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Rabiller, “Avg. Non-PEO NEO CAP”) is generally aligned with the Company’s net income over the four years presented in the table. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure Adjusted EBITDA, which the Company does use for when setting goals in the Company’s short-term incentive compensation program and the performance-based RSUs that are awarded to the NEOs. Compensation Actually Paid and Adjusted EBITDA As demonstrated by the following graph, the amount of compensation actually paid to Mr. Rabiller and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Rabiller) is generally aligned with the Company’s Adjusted EBITDA over the four years presented in the table. Cumulative TSR of the Company and Cumulative TSR of the Peer Group In accordance with SEC guidance, we have calculated our own cumulative TSR and the weighted peer group TSR from April 30, 2021 through December 31, 2021 and, further, through December 31, 2023. We use April 30, 2021 as the starting point because this is the date the Company began trading under its new class of common stock upon its Emergence.

  185. Narrative Disclosure to Pay Versus Performance Table

    | 2024 Proxy Statement | 55 |

  186. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  187. Non-Employee Director Compensation Agreements

    Non-Employee Director Compensation Agreements We have entered into letter agreements with each of our non-employee directors that generally provide a total compensation package that includes annual cash fees and annual RSU grants to compensate our non-employee directors for the time and effort necessary to serve on the Board. Our non-employee directors receive a cash retainer for service on the Board and for service on each committee of which the non-employee director is a member. The Non-Executive Chairperson of the Board and the Chairperson of each committee may receive a higher retainer for such service. Cash retainers are paid quarterly on the first business day of the applicable quarter, except to the extent a non-employee director has timely elected to defer such fees in accordance with the terms of any fee deferral program established by the Board. On December 6, 2023, the Board approved a director fee deferral program, whereby non-employee directors may elect to receive either 100% or 50% of all annual retainer fees for any Board or committee service (excluding any per-meeting fees) in the form of deferred fully vested stock units (“DSUs”) granted under the LTI Plan. All of our Non-Executive Chairperson's annual cash retainer will be settled in DSUs going forward. Any such DSUs would be settled (i.e. become shares of common stock) on the earlier of a Change in Control (as defined in the LTI Plan) or six months after the director ceases serving on the Board. This program is initially effective with respect to cash fees earned for service in 2024. The fees paid to our non-employee directors for service on the Board are set forth in the table below.

  188. Non-Employee Director Compensation Agreements

    | Cash Compensation | | | Annual Cash Retainer | $90,000 | | Non-Executive Chairperson Annual Cash Retainer | $100,000 | | Committee Chair Annual Cash Retainer | | | Audit | $25,000 | | Talent Management and Compensation | $20,000 | | Nominating and Governance | $15,000 | | Finance | $10,000 | | Other Committees | $10,000 | | Committee Member Annual Cash Retainer | | | Audit | $10,000 | | Talent Management and Compensation | $7,500 | | Nominating and Governance | $7,500 | | Finance | $5,000 | | Other Committees | $5,000 |

  189. Non-Employee Director Compensation Agreements

    In addition, each of our non-employee directors is eligible to receive an annual RSU grant with a total target value of $140,000 (the actual number of RSUs to be determined by dividing the target value by the fair market value of common stock on the date of the annual meeting of stockholders). RSUs will vest as follows:

  190. Non-Employee Director Compensation Agreements

    | • | Non-employee directors’ entitlement to annual RSU grants will be measured from one annual stockholders’ meeting to the next annual stockholders’ meeting; |

  191. Non-Employee Director Compensation Agreements

    | • | RSUs and prorated RSUs will vest on the earlier of the one-year anniversary of the grant date, death, disability, the non-employee director’s removal from the Board in connection with a change in control, or the next annual stockholders’ meeting; and |

  192. Non-Employee Director Compensation Agreements

    | • | Prorated RSU grants made to non-employee directors who join the Board between two annual stockholders’ meetings will be based on the period between such two annual stockholders’ meetings, which will vest at the next stockholders’ meeting to align with the other Board members. |

  193. Non-Employee Director Compensation Agreements

    | 2024 Proxy Statement | 57 |

  194. Non-Employee Director Compensation Agreements

    Annual grants to our non-employee directors will be made annually on the date of the annual stockholders’ meeting. We reimburse our non-employee directors for expenses incurred in connection with attending Board and committee meetings and provide our non-employee directors with business travel accident insurance. We also reimburse our non-employee directors, up to $10,000 in the aggregate, for attendance at continuing professional educational programs directly related to service as a public company director. In accordance with our LTI Plan, the maximum amount of compensation that may be paid to any non-employee director during any fiscal year is $750,000.

  195. 2023 Director Compensation Table

    2023 Director Compensation Table

  196. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Daniel Ninivaggi | 216,705 | 140,001 | — | 356,706 | | D’aun Norman | 119,500 | 140,001 | — | 259,501 | | Tina Pierce | 90,000 | 140,001 | — | 230,001 | | Robert Shanks | 134,000 | 140,001 | — | 274,001 | | Julia Steyn | 131,000 | 140,001 | — | 271,001 | | Kevin Mahony(3)(4) | — | — | — | — | | John Petry(3) | — | — | — | — | | Steven Silver(3)(4) | — | — | — | — | | Steven Tesoriere(3) | — | — | — | — |

  197. 2023 Director Compensation Table

    | (1) Reflects cash retainer and committee fees earned by our directors in 2023. |

  198. 2023 Director Compensation Table

    | (2) As of December 31, 2023, Mses. Norman, Pierce and Steyn and Messrs. Ninivaggi and Shanks each held 17,178 outstanding RSUs. |

  199. 2023 Director Compensation Table

    | (3) Messrs. Mahony, Petry, Silver and Tesoriere have waived compensation for Board service pursuant to the Series A Investor Rights Agreement. |

  200. 2023 Director Compensation Table

    | (4) Mr. Silver resigned from the Board effective as of January 22, 2023. On January 24, 2023, the Board appointed Mr. Mahony. |

  201. 2023 Director Compensation Table

    The table below sets forth information as of March 8, 2024 regarding the amount and percentage of our outstanding shares of common stock beneficially owned by (i) each person known by us to own beneficially more than 5% of our outstanding common stock (based on Schedule 13G or Schedule 13D filings with the SEC and information supplied by the applicable persons), (ii) each of our named executive officers, directors and director nominees, and (iii) all of our executive officers and directors as a group. Unless otherwise indicated, each of the persons below has sole voting and investment power with respect to the shares beneficially owned by such person. Pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act, the beneficial owner of securities as a result of conversion privileges exercisable within 60 days considers such securities outstanding for purposes of calculating the percentage of a class of equity securities held by such beneficial owner, but may not assume the exercise of conversion privileges held by others. As a result, the percentages of a class of equity securities held by beneficial owners may sum to more than 100%.

  202. 2023 Director Compensation Table

    | Beneficial Owner | Amount of Beneficial Ownership of Common Stock | Percent of Class** | | 5%+ Stockholders: | | | | Oaktree(1) | 44,082,817 | 19.4% | | Centerbridge(2) | 38,284,672 | 16.8% | | Cyrus(3) | 28,827,284 | 12.7% | | Sessa(4) | 15,236,484 | 6.7% | | Directors, Director Nominees and Named Executive Officers: | | | | Daniel Ninivaggi(5) | 58,731 | * | | Paul Camuti | — | — | | Joachim Drees | — | — | | Kevin Mahony | — | — | | D’aun Norman(6) | 36,093 | * | | Tina Pierce(7) | 29,660 | * | | Robert Shanks(8) | 34,676 | * | | Julia Steyn(9) | 34,676 | * | | Steven Tesoriere | — | — | | Olivier Rabiller(10) | 555,193 | * | | Sean Deason(11) | 137,603 | * | | Craig Balis(12) | 92,012 | * | | Thierry Mabru (13) | 94,471 | * | | Jerome Maironi (14) | 101,711 | * | | Executive officers, directors and director nominees as a group (consisting of 18 persons) | 1,376,759 | * |

  203. 2023 Director Compensation Table

    | * Less than 1%. |

  204. 2023 Director Compensation Table

    | ** Percentage ownership based on 227,705,277 shares of common stock outstanding as of March 25, 2024. |

  205. 2023 Director Compensation Table

    | (1) Based on a Schedule 13D/A filed by Oaktree Value Opportunities Fund Holdings, L.P. (“Oaktree Value”), OCM Opps GTM Holdings, LLC (“OCM Opps”), Atlas OCM Holdings, LLC (“Atlas OCM”), Oaktree Capital Group, LLC (“Oaktree Capital Group”), |

  206. 2023 Director Compensation Table

    | 2024 Proxy Statement | 59 |

  207. 2023 Director Compensation Table

    Brookfield Corporation (“Brookfield”), BAM Partners Trust (“BAM Partners”), Oaktree Phoenix Investment Fund, L.P. (“Oaktree Phoenix”), Oaktree Opportunities Fund Xb Holdings (Delaware) LP (“Oaktree Xb”) and Brookfield Asset Management ULC (“BAM ULC”) on October 27, 2023 and information provided by or on behalf of such persons to the Company on February 7, 2024. Oaktree Capital Group is the indirect manager of OCM Opps and Oaktree Xb (together, the “OCG Entities”), and each may be deemed to share voting and dispositive power over the 30,913,991 shares of common stock held directly by OCM Opps and the 2,874,489 shares of common stock held directly by Oaktree Xb. Atlas OCM is the indirect manager of Oaktree Value and Oaktree Phoenix (together, the “Atlas Entities”), and each may be deemed to share voting and dispositive power over the 9,174,940 shares of common stock held directly by Oaktree Value and the 1,119,397 shares of common stock held directly by Oaktree Phoenix. Brookfield is the indirect owner of the class A units of Oaktree Capital, and BAM Partners is the sole owner of the Class B Limited Voting Shares of Brookfield, and each may be deemed to share voting and dispositive power over the 33,788,480 shares of common stock held directly by the OCG Entities. BAM ULC is the indirect owner of Class A units of Atlas OCM and may be deemed to share voting and dispositive power over the 10,294,336 shares of common stock held directly by the Atlas Entities. The address of each of Oaktree Value, OCM Opps, Atlas OCM, Oaktree Capital Group, Brookfield, BAM Partners, Oaktree Phoenix, Oaktree Xb and BAM ULC is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

  208. 2023 Director Compensation Table

    | (2) Based on a Schedule 13D/A filed by Centerbridge Credit Partners Master, L.P. (“Credit Partners Master”), Centerbridge Credit Partners Offshore General Partner, L.P. (“Credit Partners Offshore GP”), Centerbridge Credit Cayman GP, Ltd. (“Credit Cayman GP”), Centerbridge Credit GP Investors, L.L.C. (“Credit GP Investors”), Centerbridge Special Credit Partners III-Flex, L.P. (“SC III-Flex”), Centerbridge Special Credit Partners General Partner III, L.P. (“Special Credit III GP”), CSCP III Cayman GP Ltd. (“CSCP III Cayman GP”) and Jeffrey H. Aronson on December 14, 2023 and a Form 4 filed on February 26, 2024. CSCP III Cayman GP is the general partner of Special Credit III GP, which is the general partner of SC III-Flex, and each may be deemed to share voting and dispositive power over the 27,040,976 shares of common stock held directly by SC III-Flex. Credit GP Investors is the sole director of Credit Cayman GP, which is the general partner of Credit Partners Offshore GP, which is the general partner of Credit Partners Master, and each may be deemed to share voting and dispositive power over the 11,243,696 shares held directly by Credit Partners Master. As the managing member of Credit GP Investors and the director of CSCP III Cayman GP, Mr. Aronson may be deemed to share voting and dispositive power over the securities held of record by Credit Partners Master and SC III-Flex. The address of each of CSCP III Cayman GP, Special Credit III GP, SC III-Flex, Credit GP Investors, Credit Cayman GP, Credit Partners Offshore GP, Credit Partners Master and Mr. Aronson is 375 Park Avenue, 11th Floor, New York, New York 10152. |

  209. 2023 Director Compensation Table

    | (3) Based on a Schedule 13D/A filed by Cyrus Capital Partners, L.P. (“Cyrus Capital Partners”), Cyrus Capital Partners GP, L.L.C. (“Cyrus Capital GP”), Cyrus Capital Advisors, L.L.C. (“Cyrus Capital Advisors”) and Mr. Stephen C. Freidheim on March 7, 2024. Each of Cyrus Capital Partners, Cyrus Capital GP and Mr. Freidheim reported having shared voting and dispositive power over 28,827,284 shares of common stock, and Cyrus Capital Advisors reported having shared voting and dispositive power over 16,776,780 shares of common stock. Cyrus Capital Partners is the investment manager of certain private funds and managed accounts that directly hold the shares of common stock. Cyrus Capital GP is the general partner of Cyrus Capital Partners and the managing member of Cyrus Capital Advisors. Mr. Freidheim is the Chief Investment Officer of Cyrus Capital Partners and the sole member and manager of Cyrus Capital GP. The address of each of Cyrus Capital Partners, Cyrus Capital GP, Cyrus Capital Advisors and Mr. Freidheim is c/o Cyrus Capital Partners, L.P., 65 East 55th Street, 35th Floor, New York, New York, 10022 |

  210. 2023 Director Compensation Table

    | (4) Based on a Schedule 13G/A filed by Sessa Capital (Master), L. P. (“Sessa Capital”), Sessa Capital GP, LLC (“Sessa Capital GP”), Sessa Capital IM, L. P. (“Sessa IM”), Sessa Capital IM GP, LLC (“Sessa IM GP”) and Mr. John Petry on February 15, 2024 and a Form 4 filed on March 6, 2024. Each of Sessa Capital, Sessa Capital GP, Sessa IM, Sessa IM GP and Mr. Petry reported sharing voting and dispositive power over the 15,236,484 shares of common stock directly held by Sessa Capital. Sessa Capital GP is the sole general partner of Sessa Capital. Sessa Capital IM is the investment adviser for Sessa Capital. Sessa Capital IM GP is the sole general partner of Sessa IM. Mr. Petry is the manager of Sessa Capital GP and Sessa IM GP. The address of each of Sessa Capital, Sessa Capital GP, Sessa IM, Sessa IM GP and Mr. Petry is 888 Seventh Avenue, 30th Floor, New York, New York, 10019. |

  211. 2023 Director Compensation Table

    | (5) Represents (i) 34,676 vested restricted stock units, (ii) 4,055 vested deferred stock units and (iii) 20,000 shares of common stock held by Mr. Ninivaggi. |

  212. 2023 Director Compensation Table

    | (6) Represents (i) 34,676 vested restricted stock units and (ii) 1,417 vested deferred stock units held by Ms. Norman. |

  213. 2023 Director Compensation Table

    | (7) Represents 29,660 vested restricted stock units held by Ms. Pierce. |

  214. 2023 Director Compensation Table

    | (8) Represents 34,676 vested restricted stock units held by Mr. Shanks. |

  215. 2023 Director Compensation Table

    | (9) Represents 34,676 vested restricted stock units held by Ms. Steyn. |

  216. 2023 Director Compensation Table

    | (10) Represents (i) 317,494 vested restricted stock units, (ii) 90,899 restricted stock units that vest within 60 days of March 8, 2024 and (iii) 146,800 shares of common stock held by Mr. Rabiller. |

  217. 2023 Director Compensation Table

    | (11) Represents (i) 107,702 vested restricted stock units and (ii) 29,901 restricted stock units that vest within 60 days of March 8, 2024 held by Mr. Deason. |

  218. 2023 Director Compensation Table

    | (12) Represents (i) 71,707 vested restricted stock units, (ii) 20,285 restricted stock units that vest within 60 days of March 8, 2024 and (iii) 20 shares of common stock held by Mr. Balis. |

  219. 2023 Director Compensation Table

    | (13) Represents (i)78,041 vested restricted stock units and (ii) 16,430 restricted stock units that vest within 60 days of March 8, 2024 held by Mr. Mabru. |

  220. 2023 Director Compensation Table

    | (14) Represents (i) 76,146 vested restricted stock units, (ii) 21,565 restricted stock units that vest within 60 days of March 8, 2024 and (iii) 4,000 shares of common stock held by Mr. Maironi. |