DEF 14A of Autoliv Inc
Filed Mar 25, 2024 · FY20230001552781-24-000180
Exchange Act of 1934 (Amendment No. )
| PAY VERSUS PERFORMANCE | 75 | | PROPOSAL 2–ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 82 | | PROPOSAL 3–RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 83 | | DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS | 86 | | OTHER MATTERS | 87 | | ANNEX A Reconciliation of Non-U.S. GAAP Measures | A-1 |
Nominees for Directors at the 2024 Annual Meeting
Nominees for Directors at the 2024 Annual Meeting
Nominees for Directors at the 2024 Annual Meeting
| | Mikael Bratt Mikael Bratt, age 57, has been a director of Autoliv since September 2018 and has served as Autoliv’s President and Chief Executive Officer since June 29, 2018. Mr. Bratt previously served as President, Passive Safety from May 2016 until his promotion. Mr. Bratt has been nominated for election to the Board of Directors of Gränges AB, a public Swedish company, at that company’s annual general meeting on May 8, 2024. Mr. Bratt previously served on the board of directors of Höganäs AB, a private Swedish metal powders company, from September 2020 through April 2023. Prior to joining Autoliv, Mr. Bratt spent approximately 30 years with The Volvo Group, a Swedish multinational automotive manufacturing company, including most recently as EVP Group Trucks Operations, part of the group executive management team since 2008. Prior to this, he served as Chief Financial Officer of the Volvo Group. Mr. Bratt studied business administration at the University of Gothenburg, Sweden. The Board believes Mr. Bratt’s years of experience with Autoliv and the automotive industry, including his current role as President and Chief Executive Officer, and his extensive knowledge of the Company, its operations, business, and industry support his re-election to the Board. | | DIRECTOR SINCE: 2018 AGE: 57 | |
Nominees for Directors at the 2024 Annual Meeting
| Autoliv | 14 | 2024 Proxy Statement |
Nominees for Directors at the 2024 Annual Meeting
| | Laurie Brlas Laurie Brlas, 66, joined the Company’s Board on August 1, 2020 and is a member of the Audit and Risk Committee and the Nominating and Corporate Governance Committee. In December 2016, Ms. Brlas retired from Newmont Mining Corporation (“Newmont”), a mining industry leader in value creation and sustainability. Ms. Brlas joined Newmont in 2013 and served as Executive Vice President and Chief Financial Officer until October 2016. From 2006 through 2013, Ms. Brlas held various positions of increasing responsibility with Cliffs Natural Resources, most recently she served as Chief Financial Officer and then as Executive Vice President and President, Global Operations. Prior to that, Ms. Brlas served as Senior Vice President and Chief Financial Officer of STERIS Corporation from 2000 through 2006 and from 1995 through 2000, Ms. Brlas held various positions of increasing responsibility with Office Max, Inc. Most recently Ms. Brlas served as Senior Vice President and Corporate Controller. Ms. Brlas currently serves on the Board of Directors of Albemarle Corporation, a specialty chemical company, Graphic Packaging Holding Company, a global packaging solutions company, and Constellation Energy Corporation, a power generation and customer-facing retail energy business. In the prior five years, Ms. Brlas previously served on the Board of Directors of Perrigo Company PLC, a global healthcare company, from 2003 until May 2019; Calpine Corp., an energy company, from 2016 until 2018; and Exelon Corporation, a Fortune 100 power company, from 2018 until January 2022 when she joined the board of directors of its spinoff, Constellation Energy Corporation. The Board believes Ms. Brlas’ financial expertise and extensive experience with public company management support her re-election to the Board. | | DIRECTOR SINCE: 2020 AGE: 66 | |
Nominees for Directors at the 2024 Annual Meeting
| | Jan Carlson Jan Carlson, age 63, has been a director of Autoliv since May 2007 following his appointment as President and Chief Executive Officer of Autoliv on April 1, 2007 after serving in various executive positions with the company beginning in 1999. He has been Chairman of the Board since May 2014. Mr. Carlson served as President and Chief Executive Officer until resigning upon the completion of the spin-off of Veoneer, Inc. from the Company on June 29, 2018, at which time he became President and Chief Executive Officer of Veoneer, Inc. Since the completion of the spin-off until its sale in April 2022, Mr. Carlson served as Chairman of the Board of Directors of Veoneer, Inc. Mr. Carlson has served as a member of the Board of Telefonaktiebolaget LM Ericsson since February 2017 and its Chairman since April 2023. Mr. Carlson is also a member of the Board of AB Volvo since April 2022. Mr. Carlson served on the board of directors of BorgWarner Inc., a product leader in highly engineered components and systems for vehicle powertrain applications worldwide, from July 2010 until May 2020. In addition, Mr. Carlson served on the board of Trelleborg AB from 2013 through 2017. Prior to joining Autoliv, Mr. Carlson was President of Saab Combitech, a division within the Saab aircraft group specializing in commercializing military technologies. Mr. Carlson has a Master of Science degree in Physics and Electrical Engineering from Linköping University and is an Honorary Doctor at the Technical faculty of Linköping University. The Board believes that Mr. Carlson through his many years of experience with Autoliv, including his former role as President and Chief Executive Officer, and the automotive industry in general brings extensive knowledge of the Company, its operations, business, and industry to the Board, which support his re-election to the Board. | | DIRECTOR SINCE: 2007 AGE: 63 | |
Nominees for Directors at the 2024 Annual Meeting
| Autoliv | 15 | 2024 Proxy Statement |
Nominees for Directors at the 2024 Annual Meeting
| DIRECTOR SINCE: 2018 AGE: 74 | Hasse Johansson Hasse Johansson, age 74, has been a director of Autoliv since March 2018 and is a member of the Audit and Risk Committee. Since 2010, Mr. Johansson has been managing director of Johansson Teknik & Form AB, a technology consulting company which he founded. From 2001 to 2009, Mr. Johansson was the Executive Vice President of Research & Development at Scania, a major automotive industry manufacturer of heavy trucks, buses, and other commercial vehicles. Prior to his time at Scania, Mr. Johansson worked for nearly 20 years at Mecel AB, an automotive software and systems development company he co-founded and in 1994 became a wholly owned subsidiary of Delphi Corporation. Mr. Johansson currently serves as a member of the boards of directors of DevPort AB and Swedish Electromagnet Investment AB, which are both Swedish public companies. Mr. Johansson previously served as a member of the boards of directors of Electrolux AB (2008- April 2020) and PowerCell AB (2018- April 2020). Additionally, Mr. Johansson is a member of the Business Executives Council of the Royal Swedish Academy of Engineering Sciences. Mr. Johansson holds a Master of Science in Electrical Engineering from Chalmers University of Technology in Gothenburg, Sweden and holds more than 20 patents in combustion engine control and automotive electronics. The Board believes Mr. Johansson’s prolific technical background in automotive and other industries, combined with his extensive board experience, support his re-election to the Board. |
Nominees for Directors at the 2024 Annual Meeting
| | Leif Johansson Leif Johansson, age 72, has been a director of Autoliv since February 2016, and is a member of the Leadership Development and Compensation Committee and Chair of the Nominating and Corporate Governance Committee. From 1997 to 2011, Mr. Johansson served as President and Chief Executive Officer of The Volvo Group. Before joining Volvo, Mr. Johansson held various positions at AB Electrolux, and served as its President and Chief Executive Officer from 1994 to 1997. Mr. Johansson previously served as the Chairman of the Board of Astra Zeneca PLC between June 2012 and June 2023, as Chairman of the Board of Telefonaktiebolaget LM Ericsson between 2011 and March 2018, and on the Board of SCA AB, a Swedish public company, from 2010-2016. In addition to his service on public company boards, Mr. Johansson is currently Chairman of AB Aphrae, his family company, Chairman of Ecolean AB (a private Swedish company), a board member of the Knut and Alice Wallenberg Foundation, a board member of Skansen Technologies (a private Swedish Company), and a member of the Royal Swedish Academy of Engineering Science. Mr. Johansson holds a Master of Science in Engineering from Chalmers University of Technology in Gothenburg, Sweden. The Board believes that Mr. Johansson’s extensive executive and directorial experience on several international companies in the automotive, manufacturing and technology industries, combined with the knowledge gained through his service on various industry, economic and advocacy organizations, support his re-election to the Board. | | DIRECTOR SINCE: 2016 AGE: 72 | |
Nominees for Directors at the 2024 Annual Meeting
| Autoliv | 16 | 2024 Proxy Statement |
Nominees for Directors at the 2024 Annual Meeting
| | Franz-Josef Kortüm Franz-Josef Kortüm, age 73, has been a director of Autoliv since March 2014, the Lead Independent Director between May 2021 and May 2022, and is a member of the Nominating and Corporate Governance Committee. Prior to joining Autoliv, Mr. Kortüm was Chief Executive Officer of Webasto SE, a producer of automobile roof systems and climate control systems for automobiles, boats, and other vehicles, from 1998 to 2012, after joining the company in 1994. Mr. Kortüm was Chief Executive Officer of Audi AG from 1993 to 1994 and, prior to joining Audi, had a 16-year career with what is today Mercedes-Benz Group AG in a variety of positions. In addition to his extensive management experience, Mr. Kortüm is a Member of the Advisory Board of Brose Fahrzeugteile GmbH & Co. KG since April 2005, and he has formerly served as Vice Chairman of the Supervisory Board of Webasto SE since 2013 and as its Chairman since 2018 until August 2020, , as a Member of the Supervisory Board of Wacker Chemie AG, a German public company, and Chair of its Audit Committee since 2003 until May 2023, and as a Member of the Supervisory Board of Schaeffler AG from 2010 to March 2014. From 2004 to 2012, Mr. Kortüm was a Member of the Managing Board of the VDA (German Association of the Automotive Industry). Mr. Kortüm has an MBA-equivalent degree in Business Administration from the University of Regensburg in Germany. The Board believes that Mr. Kortüm brings a breadth of knowledge and skills related to the automotive industry to the Board. In addition, his corporate governance experience gained through his service on other boards support his re-election to the Board. | | DIRECTOR SINCE: 2014 AGE: 73 | |
Nominees for Directors at the 2024 Annual Meeting
| | Frédéric Lissalde Frédéric Lissalde, age 56, has been a director of Autoliv since December 2020 and is the Chair of the Leadership Development and Compensation Committee and is a member of the Nominating and Corporate Governance Committee. Mr. Lissalde is President, Chief Executive Officer, and a member of the board of directors of BorgWarner Inc. since August 2018. Mr. Lissalde has held positions of increasingly significant responsibility during his career with BorgWarner since he joined in 1999. He previously served as Executive Vice President and Chief Operating Officer and before that, President and General Manager of BorgWarner Turbo Systems. Prior to joining BorgWarner, Mr. Lissalde held positions at Valeo and ZF in several functional areas in the United Kingdom, Japan, and France. Mr. Lissalde holds a Master’s of Engineering degree from ENSAM - Ecole Nationale Supérieure des Arts et Métiers - Paris, and an MBA from HEC Paris. He is also a graduate of executive courses at INSEAD, Harvard, and MIT. The Board believes that Mr. Lissalde’s deep experience in the automotive industry as well as his experience with companies and institutions around the globe support his re-election to the Board. | | DIRECTOR SINCE: 2020 AGE: 56 | |
Nominees for Directors at the 2024 Annual Meeting
| Autoliv | 17 | 2024 Proxy Statement |
Nominees for Directors at the 2024 Annual Meeting
| DIRECTOR SINCE: 2011 AGE: 68 | Xiaozhi Liu Xiaozhi Liu, age 68, has been a director of Autoliv since November 2011 and is a member of the Leadership Development and Compensation Committee. Dr. Liu has been a member of the board of directors of Johnson Matthey PLC since April 2019. She previously served on the board of directors of Anheuser-Busch InBev SA/NV from April 2019 through April 2023. She also previously served as an independent director of Fuyao Glass Industry Group, a public company listed in Shanghai and Hong Kong, from October 2013 until October 2020. Dr. Liu began her career in the automotive industry in General Motor’s (“GM“) Delphi operations and has since worked in various executive positions in Germany, China, and the U.S., where she rose to the position of Director of Electronics, Controls & Software for GM in Detroit, Chief Engineer and Chief Technology Officer of GM in China and Chairman and Chief Executive Officer of GM Taiwan. Between 2005 and 2006, she was the Chief Executive Officer and Vice Chairman of Fuyao Glass Industry Group Co. Ltd. In 2007, she became the President and Chief Executive Officer of NeoTek China, a supplier of automotive chassis and transmission parts, and served as Chairman of the company’s board of directors from 2008 through 2011. In 2009, she founded, and is the Chief Executive Officer of, her own company, ASL Automobile Science & Technology (Shanghai) Co., Ltd., which introduces and implements globally advanced technologies to Chinese companies. She has a Ph.D. and master’s degree in Chemical Engineering and Electrical Engineering, respectively, from Friedrich-Alexander University in Erlangen- Nuremburg, Germany and a bachelor’s degree in Electrical Engineering from the Jiaotong University in Xian, China. The Board believes that Dr. Liu brings a unique and valuable set of skills to the Board, based on a combination of her global experience in engineering and technology in Asia, North America, and Europe with her extensive management experience in the automotive industry. Dr. Liu’s knowledge and experience supports her re-election to the Board. |
Nominees for Directors at the 2024 Annual Meeting
| DIRECTOR SINCE: 2022 AGE: 42 | Gustav Lundgren Gustav Lundgren, age 42, has been a director of Autoliv since August 2022 and is a member of the Audit and Risk Committee. Mr. Lundgren is a partner of Cevian Capital which he joined in 2006. He holds a Master of Science in Economics and Business Administration from the Stockholm School of Economics. Because of Mr. Lundgren’s relationship with Cevian, Cevian may be deemed to be an affiliate of the Company. The Board believes that Mr. Lundgren’s financial expertise and exposure to a wide variety of large, global industrial companies through his investment research and management experience support his election to the Board. |
Nominees for Directors at the 2024 Annual Meeting
| Autoliv | 18 | 2024 Proxy Statement |
Nominees for Directors at the 2024 Annual Meeting
| | Martin Lundstedt Martin Lundstedt, age 56, has been a director of Autoliv since May 2021 and is a member of the Leadership Development and Compensation Committee. He has served as President of AB Volvo, Chief Executive Officer of the Volvo Group, and a member of the Group Executive Board since October 2015. Before joining Volvo, Mr. Lundstedt held various positions at Scania since 1992, and served as its President and Chief Executive Officer from 2012 to 2015. Mr. Lundstedt is the Chairman of the Board of Permobil AB, a private Swedish company focused on developing advanced medical technology. Until 2021, he was a member of the Board of Directors of Concentric AB, a public Swedish company that is a leading global pump manufacturer. In addition to his service on public and private company boards, he is a Member of the Commercial Vehicle Board of the European Automobile Manufacturers’ Association (ACEA), a Member of the Board of Directors of the Confederation of Swedish Enterprise, a Member of the Board of Directors of the International Chamber of Commerce (ICC) Sweden, a Member of the Royal Swedish Academy of Engineering Sciences (IVA), and a Member of the European Round Table of Industry (ERT). He was also Co- Chairman of the UN Secretary-General’s High-Level Advisory Group on Sustainable Transport from 2015-2016. Mr. Lundstedt holds a Master of Science degree from Chalmers University of Technology in Gothenburg, Sweden. The Board believes that Mr. Lundstedt’s deep experience in the automotive industry as well as his experience with companies and institutions around the globe support his re-election to the Board. | | DIRECTOR SINCE: 2021 AGE: 56 | |
Nominees for Directors at the 2024 Annual Meeting
| | Thaddeus J. “Ted” Senko Thaddeus J. “Ted” Senko, age 68, has been a director of Autoliv since March 2018 and is the Chair of the Audit and Risk Committee. Prior to joining the Autoliv Board of Directors, Mr. Senko had an extensive career at KPMG LLP, a multinational professional services and accounting firm, from 1978 to 2017, providing enterprise risk management, compliance, and audit services to various public companies. At KPMG, he served as Audit Partner and SEC Reviewing Partner for eight years, Chief Audit Executive for four years, Global and National Partner in Charge of Internal Audit, Risk & Compliance Services for eight years, and was the initial leader of KPMG’s ESG practice for two years. Mr. Senko served as a member of the board of directors of Lightning eMotors Inc., and as the Audit Committee Chairman, from May 2021 through December 2023. Mr. Senko is also a member of the board of directors of USA Rare Earth, LLC, a private company, since August 2021. Mr. Senko served on the Board of Duquesne University, a private university with approximately 10,000 students, from 2007 to 2016, chairing the Audit and Finance Committee and serving on the Executive and University Advancement Committee. Mr. Senko received a bachelor’s degree in business administration from Duquesne University. The Board believes Mr. Senko’s financial, regulatory and risk expertise, experience in various auditing leadership roles and exposure to a wide variety of large audit clients within the global business community support his re-election to the Board. | | DIRECTOR SINCE: 2018 AGE: 68 | |
Nominees for Directors at the 2024 Annual Meeting
THE BOARD RECOMMENDS A VOTE “FOR” EACH NOMINEE.
Nominees for Directors at the 2024 Annual Meeting
| Autoliv | 19 | 2024 Proxy Statement |
Nominees for Directors at the 2024 Annual Meeting
| Corporate Governance |
Board Independence
Board Independence The Board believes that, generally, it should have no fewer than seven and no more than eleven directors, absent special circumstances. The Board has determined that all the director nominees, except Mr. Bratt, are independent directors under the applicable rules of the NYSE, the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the SEC. In making its independence determinations, the Board reviewed (i) information regarding relevant relationships, arrangements or transactions between the Company and each director or parties affiliated with such director, (ii) Company records and (iii) publicly available information. In this regard, the Board considered the following relationships:
Board Independence
| ■ | Mr. Bratt is not independent because he is a current officer of the Company. |
Board Independence
| ■ | Mr. Lundstedt is the President of Volvo AB and the Chief Executive Officer of The Volvo Group, a global truck and commercial vehicle manufacturer, and Autoliv is a supplier to The Volvo Group. The amount received from The Volvo Group did not exceed the greater of $1 million or 2% of The Volvo Group’s consolidated gross revenues. The Board of Directors has determined that Mr. Lundstedt is an independent director. |
Board Independence
Other than as set forth above, the Board has determined that none of the independent directors has a relationship with the Company other than as a director and/or stockholder of the Company or a director of another company.
2023 Non-Employee Director Compensation
2023 Non-Employee Director Compensation
2023 Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($)(1)(2) | | Jan Carlson | 212,500 | 232,500 | 445,000 | | Laurie Brlas | 139,167 | 147,500 | 286,667 | | Hasse Johansson | 134,167 | 147,500 | 281,667 | | Leif Johansson | 157,500 | 147,500 | 305,000 | | Franz-Josef Kortüm | 132,500 | 147,500 | 280,000 | | Frédéric Lissalde | 157,500 | 147,500 | 305,000 | | Xiaozhi Liu | 132,500 | 147,500 | 280,000 | | Gustav Lundgren | 134,167 | 147,500 | 281,667 | | Martin Lundstedt | 132,500 | 147,500 | 280,000 | | Ted Senko | 164,167 | 147,500 | 311,667 |
2023 Non-Employee Director Compensation
| (1) The cash portion of director compensation is set in USD and converted to each director’s local currency, as applicable, at the then-current exchange rate on the date of payment. Reflects compensation earned for the calendar year. |
2023 Non-Employee Director Compensation
| (2) Reflects the grant date fair value calculated in accordance with FASB Topic 718 of RSUs which vest in one installment on May 10, 2024, subject to continued service on the vesting date and certain exceptions. |
Forward-Looking Statements
| CHIEF FINANCIAL OFFICER AND EXECUTIVE VICE PRESIDENT, FINANCE SINCE: 2020 AGE: 51 | Fredrik Westin Fredrik Westin, age 51, Chief Financial Officer and Executive Vice President, Finance since May 2020. From 2015 through 2020, Mr. Westin served as Chief Financial Officer at Sandvik Mining and Rock Technology, The Netherlands. Mr. Westin served as Chief Financial Officer and Vice President of Finance, Information Technology, Integration & Change Office for Johnson Controls’ Global Automotive Interiors business from 2014 to 2015, based in Japan. Prior to that, Mr. Westin held roles with Johnson Controls in Germany, China, and Japan from 2006 to 2014. Mr. Westin began his career with Volkswagen in 1998 and served in various leadership roles with WestLB from 2002 through 2006. Mr. Westin holds an MBA from Insead, France, and an MSc in Mechanical Engineering from RWTH Aachen, Germany. |
Forward-Looking Statements
| EXECUTIVE VICE PRESIDENT, LEGAL AFFAIRS, GENERAL COUNSEL, AND SECRETARY SINCE: 2018 AGE: 56 | Anthony Nellis Anthony Nellis, age 56, Executive Vice President, Legal Affairs, General Counsel, and Secretary since June 2018. From 2002 until his appointment to his current position, Mr. Nellis served in several positions in the Autoliv Legal Department with increasing responsibilities. Most recently, he served as Vice President Legal, Autoliv Passive Safety, a segment of Autoliv, between July 2014 until June 2018. He served as Vice President, Legal for Autoliv Asia from May 2010 until July 2014. Overlapping with that role, he served as the Interim Vice President, General Counsel, and Secretary from January 2014 to December 2014. Prior to joining Autoliv, Mr. Nellis was a commercial litigator with Kitch Drutchas from 1996 to 2002. Mr. Nellis has a B.A. from Alma College and a J.D. from the University of Detroit. |
Forward-Looking Statements
| EXECUTIVE VICE PRESIDENT, HUMAN RESOURCES AND SUSTAINABILITY SINCE: 2023 AGE: 56 | Petra Albuschus Petra Albuschus, age 56, Executive Vice President, Human Resources and Sustainability since November 2023. Ms. Albuschus previously served as Chief Human Resources Officer and a member of the management team of ICA Gruppen AB between 2015-2023 after serving as the Senior Vice President, Logistics of ICA Sverige AB between 2008 and 2015. Prior to that, Ms. Albuschus held roles of increasing responsibility with Procter & Gamble in the United Kingdom, Belgium, and Sweden. Ms. Albuschus served as a Board member of Electra Gruppen AB from April 2014 through May 2022 when the company merged with Elon Group AB. Ms. Albuschus has a Master’s Degree in Industrial Engineering and Management from Chalmers University of Technology in Gothenburg, Sweden. |
Forward-Looking Statements
| EXECUTIVE VICE PRESIDENT AND CHIEF TECHNOLOGY OFFICER SINCE: 2018 AGE: 56 | Jordi Lombarte Jordi Lombarte, age 56, Executive Vice President and Chief Technology Officer since April 2018. Mr. Lombarte first joined Autoliv in 1992. During his career with Autoliv, he has held numerous positions of increasing responsibility. Prior to his current role, Mr. Lombarte served as Vice President Engineering of Autoliv Passive Safety, a segment of Autoliv, between April 2017 and April 2018. Prior to that, he served as Vice President Engineering, Autoliv Americas, a division, from August 2013 to April 2017 after serving as Global Senior Director of Seatbelt Development between September 2008 and August 2013. Mr. Lombarte has a Master’s Degree in Mechanical Engineering from Escola Tecnica Superior d’Enginyers Industrials de Terrasa. |
Forward-Looking Statements
| EXECUTIVE VICE PRESIDENT, GLOBAL SUPPLY CHAIN MANAGEMENT SINCE: 2019 AGE: 53 | Christian Swahn Christian Swahn, age 53, Executive Vice President, Global Supply Chain Management since August 2019. He previously served as Senior Vice President of Purchasing for Volvo Bus Corporation from April 2016 until August 2019. From October 2013 to March 2016, he served as Purchasing Director of Industrial Market and Global Categories of SKF AB. Previous roles also include positions with Volvo Penta and Finnveden. Mr. Swahn holds a Master of Science in Mechanical Engineering from the KTH Royal Institute of Technology in Stockholm, Sweden and an Executive MBA from the School of Business, Economics and Law in Gothenburg, Sweden. |
Forward-Looking Statements
| EXECUTIVE VICE PRESIDENT QUALITY AND PROGRAM MANAGEMENT SINCE: 2023 AGE: 57 | Jonas Jademyr Jonas Jademyr, age 57, Executive Vice President Quality and Program Management since January 2023. Mr. Jademyr first joined Autoliv in February 2021 as Vice President and Head of Program Management. Prior to joining Autoliv, Mr. Jademyr had several roles with AB Volvo including Vice President, Head of Powertrain Product Management of Volvo Trucks between December 2020 and February 2021, Vice President, Head of Global Commercial Launches of Volvo Trucks between October 2018 and November 2020, Vice President, Head of Product Line FH between January 2017 and September 2018, Vice President, Head of Volvo Group Heavy Duty Powertrain Range between December 2016 and December 2017. Between November 2013 and November 2016, Mr. Jademyr served as Senior Vice President, Head of Quality, Safety & Sustainability of Volvo Construction Equipment and was a member of the Volvo Construction Executive Team. Mr. Jademyr is a member of the Board of Directors of Flexound Augmented Audio Oy, a private Finnish company, since September 2022. Mr. Jademyr holds an Engineering degree from Gothenburg Upper School of Technology, Gothenburg, Sweden and an MBA degree from Henley Business School, University of Reading, United Kingdom. |
Forward-Looking Statements
| PRESIDENT, AUTOLIV AMERICAS SINCE: 2020 AGE: 56 | Kevin Fox Kevin Fox, age 56, President, Autoliv Americas since June 2020. Mr. Fox previously served as Vice President Operations for Autoliv South America from September 2018 until June 2020. He previously served as Managing Director/Plant Manager for Autoliv Automotive Safety Products between May 2016 and August 2018 and Plant Manager of the ITO facility from April 2011 until May 2016. Mr. Fox holds an MBA degree from Utah State University and a Bachelor of Science in Manufacturing Engineering from Oregon State University. |
Forward-Looking Statements
| PRESIDENT, AUTOLIV EUROPE SINCE: 2023 AGE: 45 | Magnus Jarlegren Magnus Jarlegren, age 45, President, Autoliv Europe since June 2023. From August 2019 until June 2023, he served as Executive Vice President, Operations. Prior to joining Autoliv, Mr. Jarlegren was employed by Sandvik Coromant and various affiliates from 2024 until August 2019, first as Vice President of Production and then as Vice President of Supply. Prior to that, Mr. Jarlegren began his career in consulting, first with three years with Solving EFESO and then ten years with McKinsey & Co. Mr. Jarlegren studied Mechanical Engineering at Chalmers University of Technology in Gothenburg, Sweden. |
Forward-Looking Statements
| PRESIDENT, AUTOLIV ASIA SINCE: 2020 AGE: 56 | Colin Naughton Colin Naughton, age 56, President, Autoliv Asia since November 2020, Mr. Naughton first joined Autoliv in 1995 and has held several positions of increasing responsibility over that period. He most recently served as President, Japan/Asean since April 2020. Prior to that, he served as Vice President, Seatbelt Operations, Division Asia from May 2018 until April 2020 and as Vice President, Seatbelt Operations, Japan/Asean from January 2015 until May 2018. Mr. Naughton has also previously served as President, Japan/Asean and President, Thailand in the past and is very familiar with the Asia division’s management team. Mr. Naughton holds a Bachelor of Technology degree from the National University of Ireland, Galway. |
Forward-Looking Statements
| PRESIDENT, AUTOLIV CHINA SINCE: 2022 AGE: 55 | Sng Yih Sng Yih, age 55, President, Autoliv China since January 2022. Mr. Yih joined Autoliv after serving as AP President of Lear E-Systems from September 2019 until January 2022, VP/GM of Tenneco Clean Air, Asia Pacific from April 2017 through August 2019, and VP/GM, Tenneco Clean Air, China from March 2015 to April 2017. Mr. Yih holds an MBA in Strategic Management from the Nanyan Business School in Singapore and a BSc. Economics and Sociology from the National University of Singapore. |
Forward-Looking Statements
| VICE PRESIDENT, CORPORATE CONTROL SINCE: 2020 AGE: 57 | Mikael Hagstrõm Mikael Hagstrõm, age 57, Vice President, Corporate Control since September 2020. Mr. Hagstrõm joined Autoliv in August 2020 after a lengthy career with a variety of businesses in the Volvo Group. He most recently served as the Chief Financial Officer of DongFeng Commercial Vehicles in China, a joint venture of DongFeng Group and AB Volvo, between July 2016 and December 2019. Prior to that, he served as the Senior Vice President, Head of Corporate Financial Reporting for the Volvo Group between October 2006 and March 2016. Mr. Hagstrõm holds a B.Sc. in Business Administration from the Gõteborg University Business School of Economics in Sweden. |
Executive Summary
| ■ | Total compensation for our named executive officers generally consists of base salary, annual non-equity incentives, long-term incentive (“LTI”) equity awards, retirement/pension-related benefits, and other benefits. | | | ■ | The Leadership Development and Compensation Committee (the “LDCC”) approved an LTI program that reflects market practice and aligns pay with our financial performance. The CEO received 100% of his LTI grant value in performance stock units (“PSUs”). For executive officers other than the CEO, seventy-five percent (75%) of the grant value consisted of PSUs and twenty-five percent (25%) of the grant value consisted of restricted stock units (“RSUs”). | | | ■ | The 2023 PSU award is comprised of the sum of one-year performance periods for each of the calendar years 2023, 2024, and 2025, each having annual goals related to EPS (60%), Relative Organic Sales Growth (25%) and the Company‘s Emissions of Greenhouse Gas (15%). Any earned 2023 PSUs cliff vest in the first quarter of 2026. | | | ■ | The LDCC first approved a performance criterion related to the Greenhouse Gas Emissions of the company in the 2021 PSUs in order to support the sustainability agenda and being carbon neutral in its own operations by 2030. This performance criterion is also included in the 2023 and 2024 PSUs. | | | ■ | The compensation of our named executive officers is significantly affected by our financial results. | | | | – | Our annual non-equity incentive awards for 2023 were based on Adjusted Operating Income (50%) and Adjusted Cash Conversion (50%). For executive officers in Division Europe, the 2023 non-equity incentive awards were based on Division Europe Adjusted Operating Income (50%), Adjusted Operating Income (25%), and Adjusted Cash Conversion (25%). As a result of the achievement of the performance goals and considering an adjustment approved by the LDCC, each executive officer outside our Europe Division earned 164% of the target payout, and executive officers in our Europe Division earned 105% of the target payout. | | | – | Our PSU awards for 2021-2023 were based on the Company‘s Earnings Per Share (70%) and Order Intake (30%). As a result of achievement of the performance goals, each executive officer earned 83% of the target number of PSUs. |
Compensation Philosophy
| Dimension | Description | | Component 3 Stock Incentive | Supporting Objectives A, B, C & D Purpose: Provides our executive officers with incentives to build longer-term value for our stockholders while promoting retention of critical executives and creating ownership alignment. | | Component 4 Pension/Retirement and Other Benefits | Supporting Objective A Purpose: Provides additional value for our executives by competitive and market-aligned benefits. All newly hired or promoted senior executives participate in defined contribution plans rather than defined benefit plans. | | Market and Market Position | The LDCC’s objective is to consider and, where appropriate, approximate the market median for base salaries as well as target total direct compensation of the relevant market data primarily linked to the country in which the named executive officer is located. The LDCC also may take a relevant international peer group comparison into account as a secondary input to compensation setting process. | | How to Use Market Data | We objectively select relevant peer groups for benchmarking and consider the competitive environment of our significant operations and market locations to provide a compensation package that optimizes value to the participant and cost to the Company. The LDCC and management believe that it is their responsibility to use informed judgment as to individual compensation packages or pay levels that may occasionally deviate above or below our target pay strategy based on such factors as: 1. Individual performance and potential relative to market. 2. Long-term succession planning and talent management. 3. Business conditions in our industry or the market overall as well as business or regulatory conditions in the executive’s area of responsibility. 4. Cases where individuals are asked to step into new roles and responsibilities for specific projects or strategic initiatives. |
Base Salaries
| Annual Non-Equity Incentive Opportunity for Our Named Executive Officers in 2023 | | | | | | Incentive as a % of Base Salary | | | | Named Executive Officer | Threshold | Target | Maximum | | Mikael Bratt President and CEO | 0% | 60% | 120% | | Fredrik Westin Executive Vice President and Chief Financial Officer | 0% | 50% | 100% | | Kevin Fox President, Autoliv Americas | 0% | 50% | 100% | | Sng Yih President, Autoliv China | 0% | 50% | 100% | | Anthony Nellis EVP Legal Affairs, General Counsel, and Secretary | 0% | 35% | 70% | | Frithjof Oldorff Former President, Autoliv Europe | 0% | 50% | 100% |
Base Salaries
| ■ | No annual incentive payment if the 2023 Adjusted Operating Income was equal to or less than 70% of the 2022 Adjusted Operating Income. |
Base Salaries
| ■ | No annual incentive payment if the Adjusted Cash Conversion was equal to or less than 50%. |
2023 Non-Equity Incentive Award Pay-outs
2023 Non-Equity Incentive Award Pay-outs The amount of the non-equity incentive awards earned by our named executive officers has varied over the years, as reflected in the table below.
2023 Non-Equity Incentive Award Pay-outs
| Annual Non-Equity Incentive Program Pay-Outs | | | Year | Pay-out % Target | | 2023 | 164% 105% (Europe Division) | | 2022 | 94% | | 2021 | 166% | | 2020 | 100% |
2023 Non-Equity Incentive Award Pay-outs
| (1) For a reconciliation of these measures to financial measures derived in accordance with U.S. GAAP for the fiscal year ended December 31, 2023, Annex A. |
2023 Non-Equity Incentive Award Pay-outs
| Autoliv | 50 | 2024 Proxy Statement |
LTI Equity
LTI Equity LTI equity for our named executive officers and other key employees represents a significant part of their total compensation. In 2023, the LTI program had 339 participants, compared to 318 participants in 2022, and 309 participants in 2021. For our executive officers, equity incentives granted since 2019 consist of both PSUs (75%) and RSUs (25%), except for our CEO who has been granted 100% PSUs since 2021. The LDCC determined 2023 grant levels by first reviewing competitive market pay levels and trends provided by its independent consultant, historical grant levels, and the recommendations of our CEO for grants to senior executives excluding himself (for more information, please refer to the “2023 Executive Compensation Decisions” section below). The LDCC also considered the total compensation of our named executive officers relative to the median levels of total compensation of our peer groups, subject to any modifications the LDCC believed appropriate based on individual performance, industry conditions, and other criteria as discussed in the “Compensation Philosophy” above. The LDCC delegated to the CEO the authority for the determination and allocation of certain grants below our named executive officers and other executives, subject to established grant limits and the LDCC’s review. RSUs. We believe that RSUs provide a powerful tool to create executive ownership and retain valuable executives because:
LTI Equity
| ■ | RSUs are easy to communicate and understand; |
LTI Equity
| ■ | Due to the three-year vesting schedule and regular annual overlapping grants, RSUs encourage the executive to stay with the Company or forfeit significant accumulated value; and |
LTI Equity
| ■ | RSUs mitigate excessive risk-taking by focusing management on long-term value creation and ownership accumulation that provides alignment with stockholders. |
LTI Equity
RSUs granted in 2023 cliff-vest on the third anniversary of the grant date, subject to the grantee’s continued employment with the Company on such vesting date, subject to limited exceptions. PSUs. We believe that PSUs focus and direct the efforts of our executives toward the attainment of critical strategic corporate objectives as well as further encourage employment retention because:
LTI Equity
| ■ | The performance metrics selected for the PSUs are reflected in our long-term value creation; and |
LTI Equity
| ■ | Due to the three-year vesting period, PSUs similarly serve as a retention tool, encouraging the executive to continue with the Company or forfeit potential significant accumulated value. |
LTI Equity
PSUs granted in 2023 may be earned based on the Company’s achievement of performance goals related to EPS (60%), Relative Organic Sales Growth (25%), and Greenhouse Gas Emissions (15%). The LDCC believes these metrics support the Company’s strategic objectives and long-term stockholder value creation. The 2023 PSU award is comprised of three one-year performance periods (Tranche A, Tranche B, and Tranche C), with goals for each tranche associated with full calendar years 2023, 2024 and 2025, respectively. Each tranche vests on or about the third anniversary of the grant date (during Q1 2026), subject to the named executive officer’s continued employment. At the beginning of 2023, the LDCC approved the goals for the first tranche (2023). The goals for tranches B (2024) and C (2025) will be set by the LDCC in the beginning of 2024 and 2025, respectively. Treatment Upon Change in Control. All outstanding LTI equity awards are subject to “double-trigger” vesting acceleration in the event of a change in control (“CIC”), as is the LDCC’s intent for future awards, where awards assumed by the acquiring company in a CIC will become fully vested only upon the holder’s subsequent qualifying termination. If the awards are not assumed by the acquiring entity, then they will become fully vested upon the CiC. Dividend Equivalents. All outstanding PSUs and RSUs have dividend equivalent rights. Provisions provide that any cash dividend paid with respect to our common stock for which the record date occurs on or after the grant date and the payment date occurs on or before the vesting date results in a credit of additional PSUs and RSUs, which additional PSUs and RSUs are subject to the same earnout and vesting schedule as the underlying PSUs and RSUs.
LTI Equity
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LTI Equity
How We Value Equity Awards. When internally assessing and communicating equity compensation, we use a model that assumes that the value of an RSU and a PSU at target performance level is the closing price for a share of our common stock on the NYSE on the last trading day before of the grant date. Annual Grant Date. The annual grant date for our regular annual LTI equity awards is in the first quarter of the fiscal year, on the date of, or following publication of, our fourth quarter financial results. This is done to enhance corporate governance procedures and to avoid unintended burdens to participants because of routine “black-out periods,” as well as to avoid making awards in proximity to material nonpublic information that could impact award value. Payout of 2021 PSUs. The performance period for the 2021 PSUs concluded on December 31, 2023, and the LDCC certified the level of achievement of the applicable performance goals in February 2024. The following tables outline our results relative to the established goals related to EPS and New Order Intake Level and the corresponding payout levels per Tranche:
LTI Equity
| Tranche A (2021) | | | | | | | | | Weight | Threshold | Target | Max | Actual | Payout | | Order Intake Level(1)(2) | 30% | 40% | 44% | 48% | 50% | 200% | | Earnings Per Share | 70% | 4.5 | 6.5 | 8.5 | 5.02 | 26% | | Final Payout | | | | | | 78% | | Tranche B (2022) | | | | | | | | | Weight | Threshold | Target | Max | Actual | Payout | | Order Intake Level(1)(2) | 30% | 40% | 44% | 48% | 40% | 5% | | Earnings Per Share | 70% | 4.0 | 6.0 | 8.0 | 4.4 | 20% | | Final Payout | | | | | | 16% | | Tranche C (2023) | | | | | | | | | Weight | Threshold | Target | Max | Actual | Payout | | Order Intake Level(1)(2) | 30% | 40% | 44% | 48% | 47% | 173% | | Relative EPS Growth(3) | 70% | 4.0 | 6.0 | 8.0 | 7.0 | 148% | | Final Payout | | | | | | 156% |
LTI Equity
| (1) Consistent with our public disclosure in our Annual Report for the fiscal year ended December 31, 2023, and quarterly earnings release presentations, we are disclosing approximate results for our order intake. Specific, unrounded results are not material to an understanding of the PSU program. | | (2) Order intake is calculated by comparing Autoliv’s projected average yearly sales for the lifetime of each program in relation to the projected average yearly sales for the lifetime of each program available for award in the market, expressed in%. | | (3) As compared to global light vehicle production (LVP) growth. Additional information and a reconciliation of EPS vs. LVP Growth to financial measures derived in accordance with U.S. GAAP for the fiscal year ended December 31, 2023, is set forth in Annex A to this Proxy Statement. |
LTI Equity
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Pension/Retirement and Other Post-Employment Benefits
Pension/Retirement and Other Post-Employment Benefits Autoliv provides certain supplemental retirement/pension and other post-employment benefits, in addition to the mandatory benefits required by applicable national statutes and maintains defined benefit or defined contribution plans for our named executive officers that are competitive with customary local practice. The major terms are as follows: Defined Contribution Programs (individual retirement investment from Company contributions). Since 2007, all newly hired senior executives participate only in defined contribution plans rather than defined benefit plans (except for certain senior executives that participated in location-specific defined benefit plans). The Company contributes a percentage of each executive’s annual base salary to the plan, as follows. Defined contribution levels are determined by the LDCC after considering local market practices for executives in similar roles and therefore vary significantly.
Pension/Retirement and Other Post-Employment Benefits
| Retirement–Defined Contribution Level | | | Name | Level of Contribution | | Mikael Bratt | 47% of base salary | | Fredrik Westin | 35% of base salary | | Anthony Nellis Kevin Fox | See below | | Sng Yih | None | | Frithjof Oldorff | 10% of base salary |
Pension/Retirement and Other Post-Employment Benefits
Messrs. Fox and Nellis participated in a 401(k) plan available to U.S.-based employees in 2023. Under this plan, the Company made an employer matching contribution equal to 100% of the first 3%, and then equal to 50% of the next 2% of employee contributions (expressed as percentage of base pay), up to certain limits. Effective January 1, 2022, the plan introduced a non-elective contribution, which contributes an additional 2% of eligible earnings to the savings account. Messrs. Fox and Nellis also participate in a non-qualified defined contribution plan. Defined Benefits Program. Messrs. Fox and Nellis participated in a U.S. tax-qualified defined benefit plan and an excess pension plan, which froze for the purpose of additional contributions effective December 31, 2021. Additional information regarding these plans is described later under “Pension Benefits”. Other than Messrs. Fox and Nellis, none of our named executive officers are parties to a defined benefit arrangement with the Company. Retiree Medical Plan. Messrs. Fox and Nellis are eligible to participate in a retiree medical plan, available to all employees employed in the U.S. who were hired prior to January 1, 2004, at which time the plan was frozen to new participants. Effective from December 31, 2014, the retirement arrangement was adjusted so that eligible participants, including Messrs. Fox and Nellis, are covered by a Health Retirement Account (“HRA”), pursuant to which, upon attaining age 55 and a minimum of 15 years of service, the Company will provide an annual benefit of $3,000 to an HRA upon retirement prior to age 65 and an annual benefit of $875 to an HRA after age 65. This annual benefit will be reduced if the participant retires prior to age 60. If the annual benefit is not used by the participant during the year, the benefit is forfeited back to the company. This plan may be terminated at any time for both current employees and current retirees/participants with no obligation of benefit payout. Termination/Severance Agreements. Named executive officers have agreements with the Company, pursuant to which they are entitled to certain severance benefits in the event of termination of employment. A detailed summary of the terms of these agreements is provided on page 68 of this Proxy Statement. All severance benefits and equity acceleration related to a CIC of the Company are subject to double-trigger provisions that include consummation of a transaction and covered termination within a defined protected period. We do not provide tax gross-up protection for CiC excise taxes (i.e., U.S. taxes under Section 4999 of the United States Internal
Pension/Retirement and Other Post-Employment Benefits
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Pension/Retirement and Other Post-Employment Benefits
Revenue Code of 1986, as amended (the “U.S. Internal Revenue Code”) applied to change-in-control payments that exceed certain amounts under Section 280G) to our named executive officers.
Policies and Practices that Govern Executive Compensation at Autoliv
| ■ | Conduct that would constitute “cause” as defined in LTI grant agreements. |
Swedish Peer Group
Swedish Peer Group Messrs. Bratt and Westin. In considering 2023 compensation for our named executive officers based in Sweden, the LDCC reviewed, among other factors, market data (base salary, total target cash compensation, total direct compensation, and total compensation) from a peer group consisting of large-cap Swedish companies that have global industrial operations of substantial size in major manufacturing markets of North America, Europe, and Asia (the “Swedish Peer Group”) headquartered in Sweden and with executives based in Sweden with Swedish employment conditions. The Swedish Peer Group used by the LDCC in connection with its review of 2023 compensation consisted of the following companies:
Swedish Peer Group
| AB Volvo | Electrolux | Skanska | | Alfa Laval | Ericsson | SKF | | Assa Abloy | Sandvik | SSAB | | Atlas Copco | Scania | Stora Enso |
Swedish Peer Group
The Swedish Peer Group for 2023 compensation review remained the same as compared to the year before.
U.S. Peer Group
U.S. Peer Group Messrs. Fox and Nellis. In considering 2023 compensation for our executive officers based in the U.S., the LDCC reviewed, among other factors, market data (base salary, total target cash compensation, total direct compensation, and total compensation) from a peer group consisting of U.S. companies that were selected based on market capitalization, total revenue, and number of employees. The LDCC updated our U.S. Peer Group before the 2023 compensation review following a comprehensive review of companies based on data availability, relevancy, and size. One company (Cooper Standard) from the 2022 U.S. Peer Group was removed from the 2023 peer group due to its reduced market cap.
U.S. Peer Group
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U.S. Peer Group
The following is the U.S. Peer Group used by the LDCC to benchmark our U.S. executives’ 2023 compensation.
U.S. Peer Group
| Continental AG | Johnson Controls International | Yazaki | | Stanley Black & Decker | BorgWarner Inc. | Dana Inc. | | Rockwell Automation | Terex Corp. | Timken Corp. | | Trinity Industries | Parker-Hannifin Corp. | Trane Technologies | | Dover Corp. | Fortive Corp. | Faurecia | | Adient Plc. | | |
Compensation Benchmarking for Divisional Presidents Not Based in Sweden or the U.S.A
Compensation Benchmarking for Divisional Presidents Not Based in Sweden or the U.S.A Mr. Oldorff. In considering 2023 compensation for Mr. Oldorff, the LDCC considered information provided by Willis Towers Watson about German executive pay levels in general industry survey data. Mr. Yih. In considering 2023 compensation for Mr. Yih, the LDCC considered information provided by Willis Towers Watson about China executive pay levels in general industry survey data.
Decisions for 2023 Compensation
Decisions for 2023 Compensation The following section of this CD&A focuses on the decisions linked to compensation paid to our named executive officers for 2023. The LDCC reviews the compensation for the executives taking into consideration current market position and internal, external, and personal factors, including, but not limited to, the experience, performance, retention risk, internal equitability, and advancement potential. Although the market analysis provides additional input for compensation decisions, the Company is aware that the limited number of peer companies in Sweden and potential changes to peer groups based on data availability may result in inconsistencies in a year-over-year analysis. Mikael Bratt. As compared to 2022, Mr. Bratt’s:
Decisions for 2023 Compensation
| ■ | base salary increased by 4.3% (in Swedish Kronor); | | ■ | annual target non-equity incentive level (60% of base salary) and the associated cap (2x target) remained unchanged; | | ■ | approved grant value for stock incentive program participation was increased from a fixed amount of SEK 8,000,000 to a fixed amount of 9,000,000 SEK; and | | ■ | retirement plan contribution level was increased from 46% to 47% of base salary. |
Decisions for 2023 Compensation
| ■ | base salary increased by 3.5% (in Swedish Kronor); | | ■ | annual target non-equity incentive level was increased from 45% to 50% of base salary with the associated cap remaining at 2x target; | | ■ | approved grant value for stock incentive program participation remained unchanged at USD 280,000; | | ■ | retirement plan contributions level (35% of base salary) remained unchanged. |
Decisions for 2023 Compensation
| ■ | base salary increased by 4.0% (in USD); | | ■ | annual target non-equity incentive level was increased from 45% to 50% of base salary with the associated cap remaining at 2x target | | ■ | approved grant value for stock incentive program participation remained unchanged at USD 200,000; and | | ■ | retirement plan contribution levels remained unchanged under U.S. plans. |
Decisions for 2023 Compensation
| ■ | base salary increased by 3.0% (in Chinese Yuan); | | ■ | annual target non-equity incentive level was increased from 45% to 50% of base salary with the associated cap remaining at 2x target; | | ■ | approved grant value for stock incentive program participation remained unchanged at USD 250,000; and | | ■ | No retirement plan contributions |
Decisions for 2023 Compensation
| ■ | base salary increased by 4.0% (in USD); | | ■ | annual target non-equity incentive level (35% of base salary) and the associated cap (2x target) remained unchanged; | | ■ | approved grant value for stock incentive program participation was increased from USD 200,000 to USD 220,000; | | ■ | retirement plan contribution levels remained unchanged under U.S. plans. |
Decisions for 2023 Compensation
| ■ | base salary increased by 3.0% (in Euros); | | ■ | annual target non-equity incentive level was increased from 45% to 50% of base salary with the associated cap remaining at 2x target | | ■ | approved grant value for stock incentive program participation remained unchanged at USD 250,000; and | | ■ | retirement plan contributions level (10% of base salary) remained unchanged. |
Currencies for Executive Compensation
| Summary Compensation Table |
Currencies for Executive Compensation
| Name and Principal Position | Year | Salary $ | Bonus $ | Stock Awards $(2) | Non-Equity Incentive Plan Compensation $ | Change in Pension Value and Nonqualified Deferred Compensation Earnings $(3) | All Other Compensation $(4) | TOTAL ($) | | Mikael Bratt President and CEO | 2023 | 1,304,818(5) | — | 878,778 | 1,182,811 | — | 594,519 | 3,960,926 | | | 2022 | 1,188,245 | — | 570,351 | 649,704 | — | 553,749 | 2,962,049 | | | 2021 | 1,141,541 | — | 280,599 | 1,006,011 | — | 531,450 | 2,959,601 | | Fredrik Westin Executive Vice President and Chief Financial Officer | 2023 | 599,672 | — | 278,351 | 491,731 | — | 235,573 | 1,605,327 | | | 2022 | 579,392 | — | 203,744 | 245,083 | — | 231,018 | 1,259,237 | | | 2021 | 564,710 | — | 125,031 | 421,838 | — | 221,281 | 1,332,861 | | Kevin Fox(6) | 2023 | 530,244 | — | 204,583 | 434,800 | 75,800 | 102,019 | 1,347,446 | | President, Americas | 2022 | 509,850 | | 151,061 | 215,667 | —(7) | 95,089 | 971,667 | | | 2021 | 463,500 | — | 99,989 | 346,235 | 189,100 | 138,164 | 1,236,988 | | Sng Yih(6) | 2023 | 522,791 | — | 189,743 | 428,689 | — | 192,885 | 1,334,108 | | President, China | 2022 | 484,493 | — | 624,994 | 204,941 | — | 163,177 | 1,477,605 | | Anthony Nellis(6) General Counsel and EVP Legal | 2023 | 583,002 | | 214,557 | 334,643 | 82,900 | 88,966 | 1,304,068 | | | 2022 | 560,579 | — | 151,061 | 184,430 | —(7) | 91,986 | 988,056 | | Frithjof Oldorff Former President, Europe | 2023 | 649,623(5) | — | 255,622 | 308,248 | — | 1,026,720 | 2,240,213 | | | 2022 | 622,947 | — | 188,750 | 263,507 | — | 68,058 | 1,143,261 | | | 2021 | 604,802 | — | 125,031 | 451,787 | — | 65,090 | 1,246,711 |
Currencies for Executive Compensation
| 2023 Grants of Plan-Based Awards Table |
Currencies for Executive Compensation
| Outstanding Equity Awards at 2023 Fiscal Year-End |
Currencies for Executive Compensation
| Option Exercises and Stock Vested During 2023 |
Currencies for Executive Compensation
| Pension Benefits |
Currencies for Executive Compensation
The following table summarizes the present value of the benefit and other information under the defined benefit plan of the Company for the named executive officer in the year ended December 31, 2023. Of our named executive officers, only Messrs. Fox and Nellis participate in a defined benefit plan.
Currencies for Executive Compensation
| Name | Plan Name | Number of Years Credited Services (#) | Present Value of Accumulated Benefit ($) | Payments during Last Fiscal Year ($) | | Kevin Fox | Autoliv ASP, Inc. Pension Plan Excess Pension Plan | 27 27 | $567,600 $96,200 | — — | | Anthony Nellis | Autoliv ASP, Inc. Pension Plan Excess Pension Plan | 21 21 | $438,400 $325,700 | — — |
Currencies for Executive Compensation
| (1) The actuarial present value of the accumulated plan benefit is based on the accrued benefit in each plan as of December 31, 2023, using the plan’s benefit formula and actual earnings and service through December 31, 2023. The calculation is based on the same assumptions used for financial reporting purposes under generally accepted accounting principles with the following exceptions: (a) Messrs. Nellis and Fox were assumed to retire on their normal retirement dates at the age of 65, (b) Messrs. Nellis and Fox were assumed to elect a lump sum payment in both plans, payable on March 1, 2033 and August 1, 2032 respectively and (c) no pre-retirement decrements (withdrawal, retirement, disability, or death) were assumed. Key assumptions used to calculate the defined benefit value as of December 31, 2023 are as follows: (i) discount rate of 5.13%, (ii) lump sum interest rates of 5.44% for the first five years, 5.23% for the next 15 years, and 5.17% thereafter, and (iii) solely for determination of the projected lump sum amounts, the estimated future applicable mortality rates is based on future 417(e) rates based on actual 417(e) tables through 2024 projected forward using MP-2021. |
Currencies for Executive Compensation
U.S. Pension Plan. During 2023, Messrs. Fox and Nellis participated in the Autoliv ASP, Inc. Pension Plan (which we refer to as the “Pension Plan”). The Pension Plan is a funded, defined benefit pension plan that provides benefits for the Company’s U.S. employees hired prior to January 1, 2004, who meet minimum age and service eligibility requirements. Subject to certain limitations, the monthly retirement benefit under the Pension Plan (assuming attainment of age 65, the retirement age specified by the plan, and an election to receive payments in the form of a life annuity), is determined in accordance with a formula that takes into account the following factors: the highest average of any consecutive five calendar years of pensionable earnings during the last ten years of employment ending December 31, 2021 (“average final earnings”), and the number of years of benefit service. The retirement benefit for Messrs. Fox and Nellis under the Pension Plan is a monthly pension equal to 1/12th of the amount determined as follows:
Currencies for Executive Compensation
| ■ | 1.0% of average final earnings times years of benefit service prior to 12/31/2005, plus | | ■ | 0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service prior to 12/31/2005, plus | | ■ | 0.7% of average final earnings times years of benefit service on or after 1/1/2006, plus | | ■ | 0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service on or after 1/1/2006. |
Currencies for Executive Compensation
For purposes of this formula, “earnings” in a given year means the participant’s gross annual compensation, excluding amounts credited or paid under the key employees stock option and performance unit plan, long-term incentive plans, excluded allowances, severance pay and reimbursement for employment-related expenses, but including bonuses and incentive pay which is not, and has not been, subject to deferred income taxation under the U.S. Internal Revenue Code. “Covered Compensation” means the average of the Social Security taxable wage bases during the 35-year period ending with the year in which the participant reaches the Social Security normal retirement age. Pension Plan benefits will begin when a participant reaches normal retirement age, defined as age 65. Benefits can commence immediately upon termination if the participant is vested after five years of vesting service, but if benefits are commenced prior to age 60, the benefit will be lower than at normal retirement age. Disability retirement is offered under the Pension Plan to participants who have at least 15 years of vesting service, are eligible to receive Social Security Disability benefits, become totally and permanently disabled while employed, and are not eligible to participate in long-term disability insurance.
Currencies for Executive Compensation
| Autoliv | 65 | 2024 Proxy Statement |
Currencies for Executive Compensation
Benefits under the Pension Plan are payable in the form of a lump sum or annuity, as selected by the participant. Participants in the Pension Plan will be 100% vested in their plan benefit after five years of vesting service or if they reach age 65 while employed by Autoliv. Messrs. Fox and Nellis are fully vested in their Pension Plan benefits. Messrs. Fox and Nellis are eligible for early retirement beginning at the age of 55. If they elect to take early retirement, their retirement benefit under the Pension Plan is a monthly pension equal to 1/12th of the amount determined as follows:
Currencies for Executive Compensation
| ■ | 1.0% of average final earnings times years of benefit service prior to 12/31/2005, plus | | ■ | 0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service prior to 12/31/2005, plus | | ■ | 0.7% of average final earnings times years of benefit service on or after 1/1/2006, plus | | ■ | 0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service on or after 1/1/2006. |
Currencies for Executive Compensation
Excess Pension Plan. Messrs. Fox and Nellis also participated in the Autoliv ASP, Inc. Excess Pension Plan (which we refer to as the “Excess Pension Plan”). The Excess Pension Plan is an unfunded, nonqualified defined benefit retirement plan, pursuant to which participating U.S. employees are eligible to receive a retirement benefit based on the benefit they would receive under the Pension Plan. Benefits payable under the Excess Pension Plan are calculated without regard to the limitations imposed by the U.S. Internal Revenue Code on the amount of compensation that may be considered under the Pension Plan. The purpose of the Excess Pension Plan is to supplement the benefits payable under the Pension Plan. The benefit payable under the Excess Pension Plan is equal to the excess, if any, of (i) the monthly benefit that would be payable to the executive under the Pension Plan as of the later of age 65 or the executive’s separation from service, computed without regard to applicable U.S. Internal Revenue Code limitations, and computed as if amounts deferred under a bonus or incentive compensation plan had been counted as “earnings” under the Pension Plan), over (ii) the amount of monthly benefit payable to the executive under the Pension Plan as of the later of age 65 or the executive’s separation from service, as limited by the U.S. Internal Revenue Code and the terms of the Pension Plan. Benefits under the Excess Pension Plan will be payable in a single lump sum on the first pay date of the seventh month following the month in which the executive retires or otherwise separates from service. Messrs. Fox and Nellis are fully vested in his benefits in the Excess Pension Plan. Both the U.S. Pension Plan and the Excess Pension Plan froze future benefits accruals after December 31, 2021.
Currencies for Executive Compensation
| Autoliv | 66 | 2024 Proxy Statement |
Currencies for Executive Compensation
| Nonqualified Deferred Compensation |
Currencies for Executive Compensation
| Potential Payments Upon Termination or Change in Control |
Currencies for Executive Compensation
| CEO Pay Ratio |
Currencies for Executive Compensation
| 7. | In calculating the CEO Pay Ratio, we then identified and calculated the elements of such employee’s compensation for the fiscal year 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation in the amount of $24,419. The December 31, 2023, exchange rate used for the conversion to U.S. dollars was 1 USD = 7.0927 CNY. |
Currencies for Executive Compensation
| | Year | Salary $ | Bonus $ | Stock Awards $ | Non-Equity Incentive Plan Compensation $ | Change in Pension Value and Nonqualified Deferred Compensation Earnings $ | All Other Compensation $ | TOTAL ($) | | CEO | 2023 | 1,304,818 | — | 878,778 | 1,182,811 | — | 594,519 | 3,960,926 | | Median paid employee(1) | 2023 | 19,559 | — | — | 4,568 | — | 293 | 24,419 |
Currencies for Executive Compensation
| Pay Versus Performance |
Currencies for Executive Compensation
| | | | | | Value of initial fixed $100 investment based on: | | | | | Year | SCT Total Compensation for PEO(1) | Compensation Actually Paid to PEO(5) | Average SCT Total Compensation, Non-PEO NEOs(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs(5) | Autoliv TSR | Peer Group TSR(3) | Net Income (in millions) | Adjusted Operating Income(4) (in millions) | | 2023 | $3,960,926 | $5,260,000 | $1,566,232 | $1,715,452 | $143 | $100 | $489 | $920 | | 2022 | $2,857,991 | $1,312,652 | $1,201,076 | $789,617 | $96 | $101 | $425 | $598 | | 2021 | $3,237,849 | $3,361,904 | $1,255,520 | $1,273,514 | $126 | $139 | $437 | $683 | | 2020 | $3,038,388 | $3,729,091 | $1,628,759 | $1,568,066 | $110 | $116 | $188 | $482 |
Non-PEO NEOs
| (b) Represents amounts reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the SCT, where applicable. |