DEF 14A of Autoliv Inc
Filed Mar 25, 20250001552781-25-000103
Nominees for Directors at the 2025 Annual Meeting
Nominees for Directors at the 2025 Annual Meeting
Nominees for Directors at the 2025 Annual Meeting
| | Mikael Bratt Mikael Bratt, age 58, 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 is a member of the Board of Directors of Gränges AB, a public Swedish company. 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: 58 | |
Nominees for Directors at the 2025 Annual Meeting
| Autoliv | 14 | 2025 Proxy Statement |
Nominees for Directors at the 2025 Annual Meeting
| | Laurie Brlas Laurie Brlas, 67, 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, and Graphic Packaging Holding Company, a global packaging solutions company. In the prior five years, Ms. Brlas previously served on the Board of Directors of Constellation Energy Corporation, a power generation and customer-facing retail energy business, from January 2022 until January 2025, 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: 67 | |
Nominees for Directors at the 2025 Annual Meeting
| | Jan Carlson Jan Carlson, age 64, 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: 64 | |
Nominees for Directors at the 2025 Annual Meeting
| Autoliv | 15 | 2025 Proxy Statement |
Nominees for Directors at the 2025 Annual Meeting
| DIRECTOR SINCE: 2016 AGE: 73 | Leif Johansson Leif Johansson, age 73, 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. |
Nominees for Directors at the 2025 Annual Meeting
| DIRECTOR SINCE: 2024 AGE: 62 | Adriana Karaboutis Adriana Karaboutis, age 62, has been a director of Autoliv since September 2024. She served as Group Chief Information & Digital Officer at National Grid from 2017 through 2023 and is an Independent Director at Perrigo Co. PLC, Aon PLC, and Savills PLC. Ms. Karaboutis previously served as an Independent Director of Advance Auto Parts, Inc., AspenTech, and Blue Cross & Blue Shield of Massachusetts, Inc. in addition to serving as a Board member of Cylance, a private cybersecurity software firm sold to Blackberry in 2019. Prior to 2017, she served as Executive VP-Technology, Business Solutions, and Corporate Affairs of Biogen, Inc., as Global Chief Information Officer & Vice President of Dell, Inc., Director-Global Manufacturing of Ford Motor Co., and as Executive Director-Global Manufacturing Technology of General Motors Co. Ms. Karaboutis received her B.S. in Computer Science from Wayne State University. The Board believes that Ms. Karaboutis’s extensive executive and directorial experience on several international companies in the automotive, manufacturing, and insurance industries, combined with the knowledge gained through her service on various industry, economic and advocacy organizations, support her election to the Board. |
Nominees for Directors at the 2025 Annual Meeting
| Autoliv | 16 | 2025 Proxy Statement |
Nominees for Directors at the 2025 Annual Meeting
| | Franz-Josef Kortüm Franz-Josef Kortüm, age 74, 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, since 2003 until December 2024, 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: 74 | |
Nominees for Directors at the 2025 Annual Meeting
| | Frédéric Lissalde Frédéric Lissalde, age 57, 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 served as President, Chief Executive Officer, and a member of the board of directors of BorgWarner Inc. from August 2018 through February 2025. 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 has served as a member of the Board of Soitec, a semiconductor materials business, since July 2024 and its Chairman since March 2025. 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: 57 | |
Nominees for Directors at the 2025 Annual Meeting
| Autoliv | 17 | 2025 Proxy Statement |
Nominees for Directors at the 2025 Annual Meeting
| DIRECTOR SINCE: 2011 AGE: 69 | Xiaozhi Liu Xiaozhi Liu, age 69, 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 2025 Annual Meeting
| DIRECTOR SINCE: 2022 AGE: 43 | Gustav Lundgren Gustav Lundgren, age 43, 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 2025 Annual Meeting
| Autoliv | 18 | 2025 Proxy Statement |
Nominees for Directors at the 2025 Annual Meeting
| | Martin Lundstedt Martin Lundstedt, age 57, 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 Holding AB, a private Swedish company focused on developing advanced medical technology. He also serves as a Board member of Industrikraft I Sverige AB, a private Swedish public policy organization, since 2024. 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: 57 | |
Nominees for Directors at the 2025 Annual Meeting
| | Thaddeus J. “Ted” Senko Thaddeus J. “Ted” Senko, age 69, 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 also served as a member of the board of directors of USA Rare Earth, LLC, a private company, between August 2021 and January 2025. 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: 69 | |
Nominees for Directors at the 2025 Annual Meeting
THE BOARD RECOMMENDS A VOTE “FOR” EACH NOMINEE.
Nominees for Directors at the 2025 Annual Meeting
| Autoliv | 19 | 2025 Proxy Statement |
Nominees for Directors at the 2025 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 $1 million or 2% of The Volvo Group’s consolidated gross revenues. The Board of Directors has determined that Mr. Lundstedt is an independent director. |
Board Independence
Other than as set forth above, the Board has determined that none of the independent directors has a relationship with the Company other than as a director and/or stockholder of the Company or a director of another company.
2024 Non-Employee Director Compensation
2024 Non-Employee Director Compensation
2024 Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($)(1)(2) | | Jan Carlson | 219,167 | 242,500 | 461,667 | | Laurie Brlas | 148,333 | 152,500 | 300,833 | | Hasse Johansson | 140,833 | 152,500 | 293,333 | | Leif Johansson | 165,833 | 152,500 | 318,333 | | Franz-Josef Kortüm | 138,333 | 152,500 | 290,833 | | Frédéric Lissalde | 165,833 | 152,500 | 318,333 | | Xiaozhi Liu | 138,333 | 152,500 | 290,833 | | Gustav Lundgren | 140,833 | 152,500 | 293,333 | | Martin Lundstedt | 138,333 | 152,500 | 290,833 | | Ted Senko | 170,833 | 152,500 | 323,333 | | Adriana Karaboutis(3) | 33,125 | 101,667 | 134,792 |
2024 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. |
2024 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 8, 2025, subject to continued service on the vesting date and certain exceptions. |
2024 Non-Employee Director Compensation
| (3) Ms. Karaboutis was appointed a Director on September 13, 2024, and her Director compensation is pro-rated based on full months in service in accordance with Autoliv’s Non-Employee Director Compensation Policy. |
Forward-Looking Statements
| CHIEF FINANCIAL OFFICER AND EXECUTIVE VICE PRESIDENT, FINANCE SINCE: 2020 AGE: 52 | Fredrik Westin Fredrik Westin, age 52, 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: 57 | Anthony Nellis Anthony Nellis, age 57, 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: 57 | Petra Albuschus Petra Albuschus, age 57, 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, CHIEF TECHNOLOGY OFFICER SINCE: 2024 AGE: 47 | Fabien Dumont Fabien Dumont, age 47, has served as Autoliv’s Executive Vice President, Chief Technology Officer since September 2024. Mr. Dumont joined Autoliv in 1998 and has held several leadership roles during his tenure. Most recently, he served as Vice President of Engineering at Autoliv China from July 2018 to September 2024. Before that, he held various roles in China Operations such as Vice President of Operations for Airbag, Textile, Inflator and Steering Wheels from March 2012 to July 2018. Mr. Dumont received his Executive MBA from China Europe International Business School (CEIBS), Shanghai. |
Forward-Looking Statements
| PRESIDENT, AUTOLIV EUROPE SINCE: 2023 AGE: 46 | Magnus Jarlegren Magnus Jarlegren, age 46, 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 2014 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
| EXECUTIVE VICE PRESIDENT, GLOBAL SUPPLY CHAIN MANAGEMENT SINCE: 2019 AGE: 54 | Christian Swahn Christian Swahn, age 54, 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: 58 | Jonas Jademyr Jonas Jademyr, age 58, 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 served as a member of the Board of Directors of Flexound Augmented Audio Oy, a private Finnish company, from September 2022 until June 2024. 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
| EXECUTIVE VICE PRESIDENT, OPERATIONS SINCE: 2024 AGE: 57 | Staffan Olsson Staffan Olsson, age 57, has served as Autoliv’s Executive Vice President, Operations since June 2024. Mr. Olsson first joined Autoliv in June 2020 as Vice President of Seatbelt Operations. Prior to joining Autoliv, Mr. Olsson had several roles with Haldex, a global supplier of brake systems and air suspension solutions to the commercial vehicle industry, including serving on its management team as Executive Vice President, Operations and Supply Chain between March 2019 and May 2020 and as Senior Vice President, Global Operations from January 2014 through February 2019. Prior to that, Mr. Olsson held various director positions within operations and R&D at Scania, a global manufacturer of commercial vehicles. Mr. Olsson holds a MSc of Industrial Engineering and Management degree from Chalmers University of Technology, Gothenburg, Sweden. |
Forward-Looking Statements
| PRESIDENT, AUTOLIV AMERICAS SINCE: 2020 AGE: 57 | Kevin Fox Kevin Fox, age 57, 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 ASIA SINCE: 2020 AGE: 57 | Colin Naughton Colin Naughton, age 57, 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: 56 | Sng Yih Sng Yih, age 56, 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: 58 | Mikael Hagstrõm Mikael Hagström, age 58, Vice President, Corporate Control since September 2020. Mr. Hagström 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. Hagström holds a B.Sc. in Business Administration from the Göteborg University Business School of Economics in Sweden. |
Forward-Looking Statements
| ■ | 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. |
Forward-Looking Statements
Mr. Jarlegren participates in the Company’s Swiss retirement plan available to all employees in Switzerland. The level of contribution is based on age and employee category. Mr. Jarlegren’s total contribution is 18.57% of base salary, of which Mr. Jarlegren personally contributes 30% through a payroll deduction. The Company contributes the remaining 70%. The Company also covers premiums for death and disability elements of the plan for all employees. Messrs. Fox and Nellis participated in a 401(k) plan available to U.S.-based employees in 2024. 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 69 of this Proxy Statement.
Key Components of 2025 Compensation Programs
| Summary Compensation Table |
Key Components of 2025 Compensation Programs
| (2) The numbers reflect the aggregate grant-date fair value of the RSUs granted in each respective year and the PSUs granted in each respective year, calculated in accordance with FASB Topic 718. The fair value of the RSUs and PSUs granted in 2022, 2023 and 2024 was calculated based on the closing price per share of stock on the grant date. The grant date fair value of the PSUs was computed by multiplying (i) the target number of PSUs awarded to each named executive officer, which was the assumed probable outcome as of the grant date, by (ii) the grant date fair value per share used for financial reporting purposes. Assuming, instead, that the highest level of performance conditions would be achieved, the grant date fair values of the PSU and RSU awards (as applicable) would have been as follows: (i) 2022: Mr. Bratt, $1,140,702; Mr. Westin, $337,482; Mr. Fox $252,074 and Mr. Nellis, $252,074; (ii) 2023: Mr. Bratt, $1,757,556; Mr. Westin, $486,701; Mr. Fox $359,203; Mr. Nellis $374,120; and (iii) 2024: Mr. Bratt $1,814,550; Mr. Westin $515,539; Mr. Jarlegren $394,575, Mr. Fox $505,616; and Mr. Nellis $478,956. |
Key Components of 2025 Compensation Programs
The PSUs granted in 2024 (referred to herein as the 2024 PSU Tranche A, the 2024 PSU Tranche B, and the 2024 PSU Tranche C) are comprised of three one-year performance periods with goals related to EPS (60%), Relative Organic Sales Growth (25%) and Greenhouse Gas Emissions (15%). The performance goals for 2024 PSU Tranche B and 2024 PSU Tranche C were not established at the date of grant in 2024 and, as a result, for accounting purposes, 2024 PSU Tranche B and 2024 PSU Tranche C are not considered granted until the respective performance goals are established. Accordingly, the grant date fair value of the 2024 PSU Tranche A is reported in the Stock Awards column for 2024, but the grant date fair value of the 2024 PSU Tranche B and the 2024 PSU Tranche C will not be reported in the Stock Awards column until 2025 and 2026, respectively. On the other hand, performance goals were set in January 2024 for Tranche B of the PSUs granted in 2023 and for Tranche C of the PSUs granted in 2022. The grant date fair values of these awards are therefore included in this year´s Stock Awards column, together with dividend equivalents earned on these two Tranches during 2022 and 2023.
Key Components of 2025 Compensation Programs
| 2024 Grants of Plan-Based Awards Table |
Key Components of 2025 Compensation Programs
| | | | | | | | | All Other | | | | | | | | | | | Stock | | | | | | | | | | | Awards: | | | | | Estimated Possible Payouts | | | Estimated Possible Payouts | | | Number of | Grant Date | | | | under Non-Equity Incentive | | | under Equity Incentive Plan | | | Shares of | Fair Value | | | | Plan Awards | | | Awards(1) | | | Stock or | of Stock | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Awards | | | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($)(2) | | Mikael Bratt | 02/20/2024 | — | — | — | — | 9,145 | 18,290 | — | 907,275 | | | 02/20/2024 | — | — | — | — | — | — | — | — | | | | — | 681,707 | 1,363,413 | — | — | — | — | — | | Fredrik Westin | 02/20/2024 | — | — | — | — | 2,225 | 4,450 | — | 220,701 | | | 02/20/2024 | — | — | — | — | — | — | 673 | 74,138 | | | | | 281,592 | 563,185 | — | — | — | — | — | | Magnus Jarlegren | 02/20/2024 | — | — | — | — | 1,669 | 3,337 | — | 166,388 | | | 02/20/2024 | — | — | — | — | — | — | 561 | 61,800 | | | | — | 360,071 | 720,142 | — | — | — | — | — | | Kevin Fox | 02/20/2024 | — | — | — | — | 2,005 | 4,009 | — | 203,401 | | | 02/20/2024 | — | — | — | — | — | — | 897 | 98,814 | | | | — | 302,239 | 604,478 | — | — | — | — | — | | Anthony Nellis | 02/20/2024 | — | — | — | — | 1,950 | 3,900 | — | 196,240 | | | 02/20/2024 | — | — | — | — | — | — | 785 | 86,476 | | | | — | 285,962 | 571,925 | — | — | — | — | — |
Key Components of 2025 Compensation Programs
| (1) Reflects the 2024 PSU Tranche A, 2023 PSU Tranche B and 2022 PSU Tranche C with the applicable grant date share price in 2022, 2023 and 2024, respectively. See footnote (2) to the Summary Compensation Table for a description of the performance share program. |
Key Components of 2025 Compensation Programs
| (2) The numbers reflect the aggregate grant date fair value of the RSUs calculated with the actual share price on the day of grant. Each of the named executive officers received his RSU and PSU grants in February 2024. |
Key Components of 2025 Compensation Programs
| Outstanding Equity Awards at 2024 Fiscal Year-End |
Key Components of 2025 Compensation Programs
| (1) The above plan awards were granted February 21, 2022, February 15, 2023, and February 20, 2024 respectively. RSUs and PSUs generally cliff vest after three years. The closing price on the NYSE for our common stock on December 31, 2024, the last trading day of the year, was $93.79. |
Key Components of 2025 Compensation Programs
| (2) For all RSU and PSU grants, the numbers reflect both the number of RSUs and PSUs originally granted and the additional RSUs and PSUs accrued through dividend equivalent rights through December 31, 2024. |
Key Components of 2025 Compensation Programs
| (3) Includes the 2024 PSU Tranche A, which was earned based on Company´s performance in 2024 but will vest in the first quarter of 2027, subject to the executive’s continued employment on such date. |
Key Components of 2025 Compensation Programs
| (4) Reflects the 2024 PSU Tranche B and C, which may be earned based on the Company´s EPS (60%), Relative Sales Growth (25%) and Greenhouse Gas Emissions (15%) for two separate one-year performance periods for each of calendar years 2025 and 2026. The number of PSUs reflected in the table assumes performance at the target performance level for both metrics for each of the two performance periods. |
Key Components of 2025 Compensation Programs
| (5) Includes the 2023 PSU Tranche A and B, which were earned based on Company´s performance in 2023 and 2024 but will vest in the first quarter of 2026, subject to the executive’s continued employment on such date. |
Key Components of 2025 Compensation Programs
| (6) Reflects the 2023 PSU Tranche C which may be earned based on the Company´s EPS (60%), Relative Sales Growth (25% and Greenhouse Gas Emissions (15%) in the one-year performance period for calendar year 2025. The number of PSUs reflected in the table assumes performance at the target performance level for both metrics. |
Key Components of 2025 Compensation Programs
| (7) Includes all three tranches of the 2022 PSUs, which were earned following the conclusion of the performance period on December 31, 2024, based on the Company’s EPS (60%), Relative Sales Growth (25%), and Greenhouse Gas Emissions (15%) over the respective one-year performance periods, calendar years 2022, 2023 and 2024. |
Key Components of 2025 Compensation Programs
| Option Exercises and Stock Vested During 2024 |
Key Components of 2025 Compensation Programs
The following table summarizes for each of our named executive officers the RSUs that vested and stock options that were exercised during the year ended December 31, 2024.
Key Components of 2025 Compensation Programs
| | Stock Awards | | Option Awards | | | | Number of Shares | Value Realized on | Number of Shares | Value Realized on | | Name | Acquired on Vesting (#) | Vesting ($)(1) | Acquired on Exercise (#) | Exercise ($)(2) | | Mikael Bratt | 8,452 | $942,229 | — | — | | Fredrik Westin | 2,634 | $293,638 | — | — | | Magnus Jarlegren | 1,949 | $217,275 | — | — | | Kevin Fox | 2,108 | $235,000 | 200 | $3,398 | | Anthony Nellis | 2,108 | $235,000 | 760 | $22,496 |
Key Components of 2025 Compensation Programs
| (1) The value realized on vesting of RSUs and PSUs shown in the table above was calculated as the product of the closing price of a share of our common stock on the respective vesting date multiplied by the number of RSUs and PSUs vested. |
Key Components of 2025 Compensation Programs
| (2) The value realized upon exercise of stock options reflects the difference between the price of a share of the Autoliv common stock on the date of exercise and the exercise price of the stock option. |
Key Components of 2025 Compensation Programs
| Pension Benefits |
Key Components of 2025 Compensation Programs
The following table summarizes the present value of the benefit and other information under the defined benefit plan of the Company for the named executive officer in the year ended December 31, 2024. Of our named executive officers, only Messrs. Fox and Nellis participate in a defined benefit plan.
Key Components of 2025 Compensation Programs
| Name | Plan Name | Number of Years Credited Services (#) | Present Value of Accumulated Benefit ($)(1) | Payments during Last Fiscal Year ($) | | Kevin Fox | Autoliv ASP, Inc. Pension Plan Excess Pension Plan | 28 | $531,000 | — | | | | 28 | $90,000 | — | | Anthony Nellis | Autoliv ASP, Inc. Pension Plan Excess Pension Plan | 22 | $407,400 | — | | | | 22 | $302,700 | — |
Key Components of 2025 Compensation Programs
| (1) The actuarial present value of the accumulated plan benefit is based on the accrued benefit in each plan as of December 31, 2024, using the plan’s benefit formula and actual earnings and service through December 31, 2024. 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, 2024 are as follows: (i) discount rate of 5.60%, (ii) lump sum interest rates; Mr. Nellis: 6.11% for the first five years, 6.16% for the next 15 years, and 5.95% thereafter, Mr. Fox: 6.01% for the first five years, 6.14% for the next 15 years, and 5.95% 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 2025 projected forward using MP-2021. |
Key Components of 2025 Compensation Programs
U.S. Pension Plan. During 2024, 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:
Key Components of 2025 Compensation Programs
| ■ | 1.0% of average final earnings times years of benefit service prior to 12/31/2005, plus |
Key Components of 2025 Compensation Programs
| ■ | 0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service prior to 12/31/2005, plus |
Key Components of 2025 Compensation Programs
| ■ | 0.7% of average final earnings times years of benefit service on or after 1/1/2006, plus |
Key Components of 2025 Compensation Programs
| ■ | 0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service on or after 1/1/2006. |
Key Components of 2025 Compensation Programs
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.
Key Components of 2025 Compensation Programs
| Autoliv | 65 | 2025 Proxy Statement |
Key Components of 2025 Compensation Programs
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:
Key Components of 2025 Compensation Programs
| ■ | 1.0% of average final earnings times years of benefit service prior to 12/31/2005, plus |
Key Components of 2025 Compensation Programs
| ■ | 0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service prior to 12/31/2005, plus |
Key Components of 2025 Compensation Programs
| ■ | 0.7% of average final earnings times years of benefit service on or after 1/1/2006, plus |
Key Components of 2025 Compensation Programs
| ■ | 0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service on or after 1/1/2006. |
Key Components of 2025 Compensation Programs
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.
Key Components of 2025 Compensation Programs
| Autoliv | 66 | 2025 Proxy Statement |
Key Components of 2025 Compensation Programs
| Nonqualified Deferred Compensation |
Key Components of 2025 Compensation Programs
| Potential Payments Upon Termination or Change in Control |
Key Components of 2025 Compensation Programs
The Company has entered into agreements and maintains plans that may require the Company to make payments and/ or provide benefits to our named executive officers in the event of termination of employment or a change in control. The paragraphs below summarize the material terms of such agreements with our named executive officers. Employment Agreements. The Company is party to an employment agreement with each of Messrs. Bratt, Westin, Jarlegren, Fox, and Nellis (the “employment agreements”). The employment agreements obligate the Company to provide twelve (Mr. Bratt) or six (all others) months’ notice of termination of employment for each of the named executive officers unless the employment is terminated for “cause,” in which case termination would be effective immediately. In addition to notice of termination, the named executive officers are eligible for certain severance payments or end-of-service benefits. Each of the named executive officers must provide the Company with 12 (Mr. Bratt) or six (all others) months’ notice of resignation. Except as provided below, following the executive’s termination of employment, each of the named executive officers are prohibited from competing with the Company for a period of 12 months. Such noncompetition covenant does not apply if the Company terminates the named executive officer’s employment for any reason other than for “Cause”, or the named executive officer resigns for “Good Reason”. In consideration for such noncompetition covenant, the Company is obligated to make up to 12 monthly payments equal to the difference between the executive’s monthly gross salary as of the date of his employment termination and any lower salary earned by the executive in any new employment, if any. The aggregate monthly payments are limited to a maximum of 60% of the gross salary earned as of the date of his employment termination, and the Company will cease making payments once such aggregate amount has been reached. The Company is not obligated to make such payments if the executive’s employment terminates due to his retirement. In addition to receiving full base salary and benefits during the requisite notice period, if the Company terminates the employment involuntarily other than for Cause or if the executive resigns for Good Reason, then the executive would be entitled to a lump sum severance payment equal to one and one-half times his then-current base salary. Our named executive officers may terminate their employment with Good Reason or without Good Reason. “Good Reason” shall generally mean; (1) the assignment of any duties inconsistent with the executives status as an executive officer of the Company or a substantial adverse alteration in the nature or status of responsibilities other than any such alteration primarily attributable to the fact that the Company may no longer be a public company; or (2) a reduction by the Company in the Executive’s annual base salary; or (3) the relocation of the Executive’s principal place of employment; or (4) the failure by the Company to pay to the Executive any portion of the Executive’s current compensation on a timely basis; or (5) the failure by the Company to continue in effect any compensation plan in which the Executive participates on the Effective Date which is material to the Executive’s total compensation; or (6) the failure by any successor to the business of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to expressly assume and agree to perform the employment agreement in the same manner. The Company may terminate our named executive officers’ employment with or without Cause. “Cause” for termination by the Company of the Executive’s employment shall mean; (1) willful and continued failure by the executive to perform the duties; or (2) the willful engaging by the Executive in conduct, which is demonstrably and materially injurious to the Company, monetarily or otherwise.
Key Components of 2025 Compensation Programs
| Mikael Bratt | | | | | | | | Estimated Potential Payment or Benefit | Resignation without Good Reason ($) | Termination without Cause or Resignation for Good Reason ($) | Termination for Cause ($) | Change in Control ($) | Change in Control and Termination ($)(7) | Death or Retirement ($) | | Lump sum cash severance payment | — | 1,704,267 | — | — | 1,704,267 | — | | Continuing salary/annual incentive payments during requisite notice period | 1,136,178 | 1,136,178 | — | — | 1,136,178 | — | | Salary differential payments in consideration for noncompetition with the Company(1) | 681,707 | — | 681,707 | — | — | — | | Continuing health, welfare and retirement benefits(2) | 535,984 | 535,984 | — | — | 535,984 | — | | Vesting of equity(3) | 1,080,461 | 1,080,461 | — | 0 | 3,183,702 | 3,183,702 | | Company car(8) | 16,050 | 16,050 | — | — | 16,050 | — | | Total | 3,450,378 | 4,472,938 | 681,707 | 0 | 6,576,179 | 3,183,702 |
Key Components of 2025 Compensation Programs
| Fredrik Westin | | | | | | | | Estimated Potential Payment or Benefit | Resignation without Good Reason ($) | Termination without Cause or Resignation for Good Reason ($) | Termination for Cause ($) | Change in Control ($) | Change in Control and Termination ($)(7) | Death or Retirement ($) | | Lump sum cash severance payment | — | 844,777 | — | — | 844,777 | — | | Continuing salary/annual incentive payments during requisite notice period | 281,592 | 281,592 | — | — | 281,592 | — | | Salary differential payments in consideration for noncompetition with the Company(1) | 337,911 | — | 337,911 | — | — | — | | Continuing health, welfare and retirement benefits(2) | 100,286 | 100,286 | — | — | 100,286 | — | | Vesting of equity(3) | 338,301 | 338,301 | — | 0 | 989,016 | 989,016 | | Company car(8) | 7,946 | 7,946 | — | — | 7,946 | — | | Total | 1,066,036 | 1,572,902 | 337,911 | 0 | 2,223,617 | 989,016 | | Magnus Jarlegren | | | | | | | | Estimated Potential Payment or Benefit | Resignation without Good Reason ($) | Termination without Cause or Resignation for Good Reason ($) | Termination for Cause ($) | Change in Control ($) | Change in Control and Termination ($)(7) | Death or Retirement ($) | | Lump sum cash severance payment | — | 1,080,213 | — | — | 1,080,213 | — | | Continuing salary/annual incentive payments during requisite notice period | 360,071 | 360,071 | — | — | 360,071 | — | | Salary differential payments in consideration for noncompetition with the Company(1) | 432,085 | — | 432,085 | — | — | — | | Continuing health, welfare and retirement benefits(2) | 103,131 | 103,131 | — | — | 103,131 | — | | Vesting of equity(3) | 241,697 | 241,697 | — | — | 765,514 | 765,514 | | Company car(8) | 11,633 | 11,633 | — | — | 11,633 | — | | Total | 1,148,617 | 1,796,745 | 432,085 | 0 | 2,320,562 | 765,514 |
Key Components of 2025 Compensation Programs
| Kevin Fox | | | | | | | | Estimated Potential Payment or Benefit | Resignation without Good Reason ($) | Termination without Cause or Resignation for Good Reason ($) | Termination for Cause ($) | Change in Control ($) | Change in Control and Termination ($)(7) | Death or Retirement ($) | | Lump sum cash severance payment | — | 906,717 | — | — | 906,717 | — | | Continuing salary/annual incentive payments during requisite notice period | 302,239 | 302,239 | — | — | 302,239 | — | | Salary differential payments in consideration for noncompetition with the Company(1) | 362,687 | — | 362,687 | — | — | — | | Continuing health, welfare and retirement benefits(2) | 39,629 | 39,629 | — | — | 39,629 | — | | Vesting of equity(3) | 241,697 | 241,697 | — | — | 870,465 | 870,465 | | Company car(8) | 15,299 | 15,299 | — | — | 15,299 | — | | Total | 961,550 | 1,505,580 | 362,687 | 0 | 2,134,348 | 870,465 | | Anthony Nellis | | | | | | | | Estimated Potential Payment or Benefit | Resignation without Good Reason ($) | Termination without Cause or Resignation for Good Reason ($) | Termination for Cause ($) | Change in Control ($) | Change in Control and Termination ($)(7) | Death or Retirement ($) | | Lump sum cash severance payment | — | 953,208 | — | — | 953,208 | — | | Continuing salary/annual incentive payments during requisite notice period | 317,736 | 317,736 | — | — | 317,736 | — | | Salary differential payments in consideration for noncompetition with the Company(1) | 381,283 | — | 381,283 | — | — | — | | Continuing health, welfare and retirement benefits(2) | 31,998 | 31,998 | — | — | 31,998 | — | | Vesting of equity(3) | 241,697 | 241,697 | — | 0 | 853,864 | 853,864 | | Company car(8) | 17,417 | 17,417 | — | — | 17,417 | — | | Total | 990,131 | 1,562,055 | 381,283 | 0 | 2,174,223 | 853,864 |
Key Components of 2025 Compensation Programs
| (3) Reflects the value of RSUs and PSUs that vest (in whole or in part) upon the designated event, based on the closing price of our common stock on December 31, 2024 ($93.79), the last trading day of the year. No executive officer held unvested options as of December 31, 2024. |
Key Components of 2025 Compensation Programs
| (4) As discussed above, upon termination, the executive would be entitled to receive current compensation and benefits during the notice period, as applicable, including any equity awards that would vest during such period. However, per the terms of the RSU and PSU agreements, the RSUs and PSUs will not continue to vest if the executive has given notice of termination. Accordingly, the value of the equity awards upon a voluntary termination reflects only the value RSUs and PSUs granted in February 2022 that would otherwise vest in February 2025, which vesting date falls within the requisite notice period. |
Key Components of 2025 Compensation Programs
| (5) As discussed above, upon an involuntary termination, the executive would be entitled to receive his compensation and benefits during the notice period, as applicable, including any equity awards that would vest during such period. The value of the equity awards upon an involuntary termination reflects the value of the RSUs and PSUs that would vest during the applicable notice period following December 31, 2024. |
Key Components of 2025 Compensation Programs
| (6) The executive’s unvested RSUs and PSUs will become fully vested upon termination of employment by reason of death or retirement. None of the executives were eligible for retirement in 2024. |
Key Components of 2025 Compensation Programs
| (7) Qualifying termination after a change in control includes resignation for good reason, termination without cause or termination due to disability. |
Key Components of 2025 Compensation Programs
| CEO Pay Ratio |
Key Components of 2025 Compensation Programs
| 7. | In calculating the CEO Pay Ratio, we identified and calculated the elements of such employee’s compensation for the full fiscal year 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation in the amount of $24,972. The December 31, 2024, exchange rate used for the conversion to U.S. dollars was 1 USD = 4.7759 RON. |
Key Components of 2025 Compensation Programs
| Pay Versus Performance |
Key Components of 2025 Compensation Programs
| 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) | Value of initial fixed $100 investment based on: | | Net Income (in millions) | Adjusted Operating Income(4) (in millions) | | | | | | | Autoliv TSR | Peer Group TSR(3) | | | | 2024 | $3,723,999 | $3,590,250 | $1,542,439 | $1,483,879 | $125 | $76 | $648 | $1,007 | | 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. |