DEF 14A of Autoliv Inc
Filed Mar 25, 2026 · FY20250001552781-26-000154
Nominees for Directors at the 2026 Annual Meeting
Nominees for Directors at the 2026 Annual Meeting
Nominees for Directors at the 2026 Annual Meeting
| | Mikael Bratt Mikael Bratt, age 59, 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. Since 2024, Mr. Bratt has served as 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, most recently serving as EVP Group Trucks Operations, and as a member of the group executive management team since 2008. Prior to that role, 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: 59 | |
Nominees for Directors at the 2026 Annual Meeting
| Autoliv | 14 | 2026 Proxy Statement |
Nominees for Directors at the 2026 Annual Meeting
| | Laurie Brlas Laurie Brlas, 68, joined the Company’s Board on August 1, 2020 and is a member of the Audit Risk and Compliance 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 at Cliffs Natural Resources, most recently serving as Chief Financial Officer and later 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. From 1995 through 2000, Ms. Brlas held various positions of increasing responsibility with Office Max, Inc., most recently serving 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: 68 | |
Nominees for Directors at the 2026 Annual Meeting
| | Jan Carlson Jan Carlson, age 65, 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 his resignation 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 has served as a member of the Board of Directors of AB Volvo since April 2022. Mr. Carlson previously 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, and the Board of Directors of Trelleborg AB from 2013 through 2017. Prior to joining Autoliv, Mr. Carlson served as President of Saab Combitech, a division within the Saab aircraft group specializing in commercializing military technologies. Mr. Carlson holds 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: 65 | |
Nominees for Directors at the 2026 Annual Meeting
| Autoliv | 15 | 2026 Proxy Statement |
Nominees for Directors at the 2026 Annual Meeting
| DIRECTOR SINCE: 2016 AGE: 74 | Leif Johansson Leif Johansson, age 74, 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. Prior to 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 Directors of Astra Zeneca PLC between June 2012 and June 2023, as Chairman of the Board of Directors of Telefonaktiebolaget LM Ericsson between 2011 and March 2018, and as a member of the Board of Directors of SCA AB, a Swedish public company, from 2010 to 2016. Mr. Johansson is currently Chairman of the Board of Directors of AB Aphrae, his family company; Chairman of Ecolean AB, a private Swedish company, a member of the Board of Directors of the Knut and Alice Wallenberg Foundation, and a member of the Board of Directors of Skansen Technologies, a private Swedish Company. Mr. Johansson is 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 in various industry, economic and advocacy organizations, support his re-election to the Board. |
Nominees for Directors at the 2026 Annual Meeting
| DIRECTOR SINCE: 2024 AGE: 63 | Adriana Karaboutis Adriana Karaboutis, age 63, has been a director of Autoliv since September 2024 and is a member of the Audit, Risk, and Compliance Committee. She served as Group Chief Information & Digital Officer at National Grid from 2017 through 2023. Since 2017, she has served as a member of the Board of Directors of Perrigo Co. PLC, a US public company; she has chosen not to stand for re-election and her term ends April 30, 2026. Since 2022, she has served as a member of the Board of Directors of Aon PLC, a US public company. Since 2024, she has served as a member of the Board of Directors of Savills plc. Ms. Karaboutis previously served as a member of the Board of Directors of Advance Auto Parts, Inc., AspenTech, and Blue Cross & Blue Shield of Massachusetts, Inc. in addition to serving as a member of the Board of Directors 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.; Global Chief Information Officer & Vice President of Dell, Inc.; Director – Global Manufacturing of Ford Motor Co.; and Executive Director – Global Manufacturing Technology of General Motors Co. Ms. Karaboutis holds her B.S. in Computer Science from Wayne State University. The Board believes that Ms. Karaboutis’s extensive executive and directorial experience in 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 2026 Annual Meeting
| Autoliv | 16 | 2026 Proxy Statement |
Nominees for Directors at the 2026 Annual Meeting
| | Frédéric Lissalde Frédéric Lissalde, age 58, 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 across several functional areas in the United Kingdom, Japan, and France. Mr. Lissalde has served as a member of the Board of Directors of Soitec, a semiconductor materials business, since July 2024 and has served as its Chairman since March 2025. Mr. Lissalde holds a Master’s degree in Engineering 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: 58 | |
Nominees for Directors at the 2026 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. In October 2025, Dr. Liu joined the Board of Directors of Fuyao Glass Industry Group, a public company listed in Shanghai and Hong Kong, where she previously served as a member of the Board of Directors from October 2013 to October 2019. She previously served on the board of directors of Anheuser-Busch InBev SA/NV from April 2019 through April 2023. 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. She rose to the positions 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. From 2005 to 2006, she served as the Chief Executive Officer and Vice Chairman of Fuyao Glass Industry Group Co. Ltd. In 2007, she became President and Chief Executive Officer of NeoTek China, a supplier of automotive chassis and transmission parts, and served as Chairman of the Board of Directors from 2008 through 2011. In 2009, she founded ASL Automobile Science & Technology (Shanghai) Co. Ltd., where she currently serves as Chief Executive Officer, which introduces and implements globally advanced technologies to Chinese companies. She holds 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 support her re-election to the Board. |
Nominees for Directors at the 2026 Annual Meeting
| Autoliv | 17 | 2026 Proxy Statement |
Nominees for Directors at the 2026 Annual Meeting
| DIRECTOR SINCE: 2022 AGE: 44 | Gustav Lundgren Gustav Lundgren, age 44, has been a director of Autoliv since August 2022 and is a member of the Audit Risk and Compliance 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 2026 Annual Meeting
| | Thaddeus J. “Ted” Senko Thaddeus J. “Ted” Senko, age 70, has been a director of Autoliv since March 2018 and is the Chair of the Audit Risk and Compliance 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, during which he provided 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 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 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 Directors 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 holds 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: 70 | |
Nominees for Directors at the 2026 Annual Meeting
THE BOARD RECOMMENDS A VOTE “FOR” EACH NOMINEE.
Nominees for Directors at the 2026 Annual Meeting
| Autoliv | 18 | 2026 Proxy Statement |
Nominees for Directors at the 2026 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 directors and 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 $1 million or 2% of The Volvo Group’s consolidated gross revenues. The Board of Directors has determined that Mr. Lundstedt is an independent director. |
Board Independence
Other than as set forth above, the Board has determined that none of the independent directors has a relationship with the Company other than as a director and/or stockholder of the Company or a director of another company.
2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation(3) | Total ($)(1)(2)(3) | | Jan Carlson | 222,500 | 252,500 | 1,650 | 476,650 | | Laurie Brlas | 150,000 | 162,500 | — | 312,500 | | Hasse Johansson(4) | 59,375 | — | — | 59,375 | | Leif Johansson | 167,500 | 162,500 | — | 330,000 | | Adriana Karaboutis | 139,167 | 162,500 | — | 301,667 | | Franz-Josef Kortüm | 140,000 | 162,500 | — | 302,500 | | Frédéric Lissalde | 167,500 | 162,500 | — | 330,000 | | Xiaozhi Liu | 140,000 | 162,500 | — | 302,500 | | Gustav Lundgren | 142,500 | 162,500 | — | 305,000 | | Martin Lundstedt | 140,000 | 162,500 | — | 302,500 | | Ted Senko | 172,500 | 162,500 | — | 335,000 |
2025 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. |
2025 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, 2026, subject to continued service on the vesting date and certain exceptions. |
2025 Non-Employee Director Compensation
| (3) Reflects the cost of U.S. tax return support. |
2025 Non-Employee Director Compensation
| (4) Mr. Hasse Johansson retired as a Director on May 10, 2025, and his Director compensation is pro-rated based on full months in service in accordance with Autoliv’s Non-Employee Director Compensation Policy. |
Leadership Development and Compensation Committee Report(1)
| CHIEF FINANCIAL OFFICER AND EXECUTIVE VICE PRESIDENT, FINANCE SINCE: 2020 AGE: 53 | Fredrik Westin Fredrik Westin, age 53, 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. |
Leadership Development and Compensation Committee Report(1)
| EXECUTIVE VICE PRESIDENT, LEGAL AFFAIRS, GENERAL COUNSEL, AND SECRETARY SINCE: 2018 AGE: 58 | Anthony Nellis Anthony Nellis, age 58, 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. |
Leadership Development and Compensation Committee Report(1)
| EXECUTIVE VICE PRESIDENT, HUMAN RESOURCES AND SUSTAINABILITY SINCE: 2023 AGE: 58 | Petra Albuschus Petra Albuschus, age 58, 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 member of the Board of Directors 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. |
Leadership Development and Compensation Committee Report(1)
| EXECUTIVE VICE PRESIDENT, CHIEF TECHNOLOGY OFFICER SINCE: 2024 AGE: 48 | Fabien Dumont Fabien Dumont, age 48, 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. |
Leadership Development and Compensation Committee Report(1)
| PRESIDENT, AUTOLIV EUROPE SINCE: 2023 AGE: 47 | Magnus Jarlegren Magnus Jarlegren, age 47, 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. He is a member of the Board of Directors of Husqvarna AB, a public Swedish company. Mr. Jarlegren studied Mechanical Engineering at Chalmers University of Technology in Gothenburg, Sweden. |
Leadership Development and Compensation Committee Report(1)
| EXECUTIVE VICE PRESIDENT, GLOBAL SUPPLY CHAIN MANAGEMENT SINCE: 2019 AGE: 55 | Christian Swahn Christian Swahn, age 55, 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. |
Leadership Development and Compensation Committee Report(1)
| EXECUTIVE VICE PRESIDENT QUALITY AND PROGRAM MANAGEMENT SINCE: 2023 AGE: 59 | Jonas Jademyr Jonas Jademyr, age 59, 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. |
Leadership Development and Compensation Committee Report(1)
| EXECUTIVE VICE PRESIDENT, OPERATIONS SINCE: 2024 AGE: 58 | Staffan Olsson Staffan Olsson, age 58, 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. |
Leadership Development and Compensation Committee Report(1)
| PRESIDENT, AUTOLIV AMERICAS SINCE: 2020 AGE: 58 | Kevin Fox Kevin Fox, age 58, 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. |
Leadership Development and Compensation Committee Report(1)
| PRESIDENT, AUTOLIV ASIA SINCE: 2020 AGE: 58 | Colin Naughton Colin Naughton, age 58, 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. |
Leadership Development and Compensation Committee Report(1)
| PRESIDENT, AUTOLIV CHINA SINCE: 2022 AGE: 57 | Sng Yih Sng Yih, age 57, 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. |
Leadership Development and Compensation Committee Report(1)
| VICE PRESIDENT, CORPORATE CONTROL SINCE: 2020 AGE: 59 | Mikael Hagström Mikael Hagström, age 59, 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. |
Leadership Development and Compensation Committee Report(1)
| ■ | 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. |
2025 Non-Equity Incentive Award Pay-outs
2025 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.
2025 Non-Equity Incentive Award Pay-outs
| Annual Non-Equity Incentive Program Pay-Outs | | | Year | Pay-out % Target | | 2025 | 168% | | 2024 | 152% 153% (Europe Division) | | 2023 | 164% 105% (Europe Division) | | 2022 | 94% | | 2021 | 166% |
2025 Non-Equity Incentive Award Pay-outs
LTI Equity LTI equity for our named executive officers and other key employees represents a significant part of their total compensation. In 2025, the LTI program had 351 participants, compared to 341 participants in 2024, and 339 participants in 2023. 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 2025 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 “2025 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, where applicable, 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.
2025 Non-Equity Incentive Award Pay-outs
| Autoliv | 49 | 2026 Proxy Statement |
2025 Non-Equity Incentive Award Pay-outs
RSUs. We believe that RSUs provide a powerful tool to create executive ownership and retain valuable executives because:
2025 Non-Equity Incentive Award Pay-outs
| ■ | RSUs are easy to communicate and understand; |
2025 Non-Equity Incentive Award Pay-outs
| ■ | 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 |
2025 Non-Equity Incentive Award Pay-outs
| ■ | RSUs mitigate excessive risk-taking by focusing management on long-term value creation and ownership accumulation that provides alignment with stockholders. |
2025 Non-Equity Incentive Award Pay-outs
RSUs granted in 2025 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:
2025 Non-Equity Incentive Award Pay-outs
| ■ | The performance metrics selected for the PSUs are reflected in our long-term value creation; and |
2025 Non-Equity Incentive Award Pay-outs
| ■ | 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. |
2025 Non-Equity Incentive Award Pay-outs
PSUs granted in 2025 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 2025 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 2025, 2026 and 2027, respectively. Each tranche vests on or about the third anniversary of the grant date (during Q1 2028), subject to the named executive officer’s continued employment. At the beginning of 2025, the LDCC approved the goals for the first tranche (2025). The goals for tranches B (2026) and C (2027) will be set by the LDCC in the beginning of 2026 and 2027, 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”), 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. The awards 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. 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 MNPI that could impact award value. Payout of 2023 PSUs. The performance period for the 2023 PSUs concluded on December 31, 2025, and the LDCC certified the level of achievement of the applicable performance goals in February 2026. The following tables outline our results relative to the established goals related to EPS, Relative Organic Sales Growth, and Greenhouse Gas Emissions and the corresponding payout levels per Tranche:
2025 Non-Equity Incentive Award Pay-outs
| Autoliv | 50 | 2026 Proxy Statement |
2025 Non-Equity Incentive Award Pay-outs
| Tranche A (2023) | | | | | | | | | Weight | Threshold | Target | Max | Actual | Payout | | Earnings Per Share | 60% | $4.0 | $6.0 | $8.0 | $8.19 | 200% | | Relative Organic Sales Growth(1) | 25% | 0pp | 4pp | 8pp | 8.8pp | 200% | | Greenhouse Gas Emissions | 15% | 410 | 373 | 336 | 358 | 141% | | Final Payout | | | | | | 191% | | Tranche B (2024) | | | | | | | | | Weight | Threshold | Target | Max | Actual | Payout | | Earnings Per Share | 60% | $6.0 | $8.0 | $10.0 | $8.32 | 116% | | Relative Organic Sales Growth(1) | 25% | 0pp | 4pp | 8pp | 1.6pp | 40% | | Greenhouse Gas Emissions | 15% | 372 | 338 | 304 | 306 | 194% | | Final Payout | | | | | | 109% | | Tranche C (2025) | | | | | | | | | Weight | Threshold | Target | Max | Actual | Payout | | Earnings Per Share | 60% | $6.5 | $8.5 | $10.5 | $9.85 | 168% | | Relative Organic Sales Growth(1) | 25% | 0pp | 2pp | 4pp | -0.5pp | 0% | | Greenhouse Gas Emissions | 15% | 322 | 280 | 238 | 241 | 193% | | Final Payout | | | | | | 129% |
2025 Non-Equity Incentive Award Pay-outs
| (1) 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, 2025, is set forth in Annex A to this Proxy Statement. |
2025 Non-Equity Incentive Award Pay-outs
Changes to the LTI Program. There were no material changes to our Long-Term Incentive Program in 2025. Retention Awards. To assist in enhancing retention, reinforcing leadership stability, and ensuring the continuity of business operations with minimal disruption, the LDCC approved retention equity awards to certain of our named executive officers, as follows: Mr. Westin, $500,000; Mr. Nellis, $500,000; and Mr. Jarlegren, $900,000. These awards will cliff vest on the third anniversary of their respective grant date, subject to the named executive officer’s continued employment through such date. Mr. Westin will forfeit his retention award in connection with his resignation on March 31, 2026. 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.
2025 Non-Equity Incentive Award Pay-outs
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2025 Non-Equity Incentive Award Pay-outs
| Retirement—Defined Contribution Level | | | Name | Level of Contribution | | Mikael Bratt | 47% of base salary | | Fredrik Westin | 35% of base salary | | Magnus Jarlegren | 13% of base salary, see below | | Anthony Nellis Kevin Fox | See below |
2025 Non-Equity Incentive Award Pay-outs
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 2025. 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 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. Executive Compensation Responsibilities
Policies and Practices that Govern Executive Compensation at Autoliv
Policies and Practices that Govern Executive Compensation at Autoliv Stock Ownership Guidelines. The Company has adopted stock ownership guidelines for its executive officers. Pursuant to these guidelines, the (i) CEO is expected to accumulate and hold shares of Company common stock having a value at least equal to 2x his annual base salary and (ii) other executive officers are expected to accumulate and hold shares of Company common stock having a value at least equal to 1x annual base salary. Executives are expected to make continuous progress toward their respective ownership requirements. Until the executive has satisfied the stock ownership guidelines, he or she will be required to retain 75% of the net shares received upon settlement of RSUs. For purposes of these stock ownership guidelines, “net shares” are those shares held by the executive after deducting any shares withheld by the Company or sold by the executive for the sole purpose of satisfying the executive’s tax liabilities and related fees, if any, related to the settlement event. Equity Grant Policy. The Equity Grant Policy provides that the Company shall not backdate any equity award or manipulate the timing of the public release of material information or the timing of the grant of an equity award. The LDCC does not take material nonpublic information into account when determining the timing and terms of equity awards. In general, grants to executive officers are made annually on the date the Company files its annual report and off-cycle grants are made on the fifteenth day of the second month of each quarter following the approval of an off-cycle grant. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for NEO grants in fiscal year 2025. Policy Against Hedging, Short-Selling, and Pledging. All employees and non-employee directors are prohibited from engaging in hedging, short-selling, or pledging of Autoliv securities. Compensation Recoupment Policy. Our Board is required to recoup earned performance-based incentive compensation from current and former SEC 16 officers in the event of a financial restatement under NYSE listing standards. It is also authorized to clawback and cause the forfeiture of certain compensation from a broader group of executives in the event an executive is found acting in a manner that is harmful to the interests of the Company including “harmful conduct” defined as:
Policies and Practices that Govern Executive Compensation at Autoliv
| ■ | Conduct that would constitute “cause” as defined in LTI grant agreements. |
Market Benchmarking
Market Benchmarking In line with the principles of our compensation philosophy for the compensation review of our named executive officers, the LDCC reviewed the most-current compensation data available in selected markets, including market data from Sweden, Japan, China, Switzerland, and the U.S.
Market Benchmarking
| Autoliv | 54 | 2026 Proxy Statement |
Market Benchmarking
Willis Towers Watson and Mercer used their proprietary non-disclosed compensation databases to assess local market compensation levels for executive roles operating within the general, automotive, and manufacturing industries. Such market assessments are based on our named executive officers’ roles, characteristics, and responsibilities, including job function, reporting level, and other organizational financial and organizational scope measures, including revenue responsibility, employees, and geographical responsibility. The market data contained information regarding the assessed level of base salary, total cash compensation, total direct compensation, and total compensation.
Swedish Peer Group
Swedish Peer Group Messrs. Bratt and Westin. In considering 2025 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 2025 compensation consisted of the following companies:
Swedish Peer Group
| AB Volvo | Ericsson | SKF | | Alfa Laval | Sandvik | SSAB | | Assa Abloy | Scania | Stora Enso | | Atlas Copco | Skanska | Volvo Cars | | Electrolux | | |
Swedish Peer Group
The Swedish Peer Group for 2025 executive compensation review remained the same compared to the prior year.
U.S. Market Data Review
U.S. Market Data Review Unlike in prior years, in considering 2025 compensation for our named executive officers based on the U.S., the LDCC did not review market data from a peer group of U.S. companies. Instead, the LDCC reviewed and considered information provided by Towers Watson about U.S. executive pay levels in relevant companies in general industry survey data.
Decisions for 2025 Compensation
Decisions for 2025 Compensation The following section of this CD&A focuses on the decisions linked to compensation paid to our named executive officers for 2025. 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.
Decisions for 2025 Compensation
| ■ | annual target non-equity incentive level was increased from 60% to 70% of base salary with the associated cap (2x target) remaining unchanged; |
Decisions for 2025 Compensation
| ■ | approved grant value for stock incentive program participation was increased from a fixed amount of SEK 9,750,000 to a fixed amount of SEK 10,500,000; and |
Decisions for 2025 Compensation
| ■ | annual target non-equity incentive level (50% of base salary) and the associated cap at (2x target) remained unchanged; |
Decisions for 2025 Compensation
| ■ | approved grant value for stock incentive program participation was increased from USD 300,000 to USD 310,000; |
Decisions for 2025 Compensation
| ■ | annual target non-equity incentive level was increased from 50% to 55% of base salary with the associated cap at (2x target) remaining unchanged; |
Decisions for 2025 Compensation
| ■ | approved grant value for stock incentive program participation was increased from USD 250,000 to USD 275,000; |
Decisions for 2025 Compensation
| ■ | annual target non-equity incentive level (45% of base salary) and the associated cap (2x target) remained unchanged; |
Decisions for 2025 Compensation
| ■ | approved grant value for stock incentive program participation was increased from USD 350,000 to USD 400,000; |
Decisions for 2025 Compensation
| ■ | annual target non-equity incentive level (50% of base salary) and the associated cap (2x target) remained unchanged; |
Decisions for 2025 Compensation
| ■ | approved grant value for stock incentive program participation remained the same at USD 400,000; and |
Decisions for 2025 Compensation
In addition to the annual compensation review, the LDCC approved one-time RSU retention grants in the amount of $500,000 to be awarded Mr. Nellis and Mr. Westin in May 2025. Furthermore, the LDCC approved a one-time RSU retention grant in the amount of $900,000 to be awarded Mr. Jarlegren in November 2025. Each of the three RSU retention grants have a three-year vesting period and will vest in 2028, subject to the named executive officer’s continued employment on the vesting date.
Decisions for 2025 Compensation
| Summary Compensation Table |
Decisions for 2025 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 | 2025 | 1,506,525(5) | — | 940,973 | 1,645,772 | — | 691,278 | 4,784,549 | | | 2024 | 1,453,709 | — | 907,275 | 1,236,738 | — | 671,421 | 4,269,143 | | | 2023 | 1,413,135 | — | 878,778 | 1,281,000 | — | 643,872 | 4,216,785 | | Fredrik Westin Executive Vice President and Chief Financial Officer | 2025 | 705,792 | — | 802,360 | 592,865 | — | 281,322 | 2,382,339 | | | 2024 | 672,183 | — | 294,838 | 510,859 | — | 271,309 | 1,749,188 | | | 2023 | 649,453 | — | 278,351 | 532,551 | — | 255,128 | 1,715,483 | | Magnus Jarlegren President, Europe(6) | 2025 | 844,369 | — | 1,127,355 | 780,197 | — | 218,729 | 2,970,649 | | | 2024 | 819,776 | — | 228,187 | 627,128 | — | 261,284 | 1,936,375 | | Anthony Nellis EVP, Legal Affairs, General Counsel and Secretary | 2025 | 660,891 | — | 844,461 | 499,634 | 56,300 | 94,225 | 2,155,511 | | | 2024 | 635,472 | — | 282,716 | 434,663 | —(7) | 98,829 | 1,451,680 | | | 2023 | 583,002 | — | 214,557 | 334,643 | 82,900 | 88,966 | 1,304,068 | | Kevin Fox President, Americas | 2025 | 628,657 | — | 355,288 | 528,072 | 51,700 | 102,321 | 1,666,038 | | | 2024 | 604,478 | — | 302,215 | 459,403 | —(7) | 109,855 | 1,475,951 | | | 2023 | 530,244 | — | 204,583 | 434,800 | 75,800 | 102,019 | 1,347,446 |
Decisions for 2025 Compensation
| 2025 Grants of Plan-Based Awards Table |
Decisions for 2025 Compensation
| Outstanding Equity Awards at 2025 Fiscal Year-End |
Decisions for 2025 Compensation
| Stock Vested During 2025 |
Decisions for 2025 Compensation
| Pension Benefits |
Decisions for 2025 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, 2025. Of our named executive officers, only Messrs. Fox and Nellis participate in a defined benefit plan.
Decisions for 2025 Compensation
| | | Number of | Present Value | | | | | Years Credited | of Accumulated | Payments during | | Name | Plan Name | Services (#) | Benefit ($)(1) | Last Fiscal Year ($) | | Anthony Nellis | Autoliv ASP, Inc. Pension Plan | 23 | 439,700 | — | | | Excess Pension Plan | 23 | 326,700 | — | | Kevin Fox | Autoliv ASP, Inc. Pension Plan | 29 | 575,200 | — | | | Excess Pension Plan | 29 | 97,500 | — |
Decisions for 2025 Compensation
| (1) The actuarial present value of the accumulated plan benefit is based on the accrued benefit in each plan as of December 31, 2025, using the plan’s benefit formula and actual earnings and service through December 31, 2025. 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. |
Decisions for 2025 Compensation
| (2) Key assumptions used to calculate the defined benefit value as of December 31, 2025 are as follows: (i) discount rate of 5.22%, (ii) lump sum interest rates; Mr. Nellis: 5.77% for the first five years, 6.21% for the next 15 years, and 6.14% thereafter, Mr. Fox: 5.54% for the first five years, 6.11% for the next 15 years, and 6.13% thereafter, and (iii) solely for determination of the projected lump sum amounts, the estimated future 417(e) mortality rates are based on actual 417(e) tables through 2026 projected forward using (IRS adjusted) MP-2021. |
Decisions for 2025 Compensation
U.S. Pension Plan. During 2025, 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:
Decisions for 2025 Compensation
| ■ | 1.0% of average final earnings times years of benefit service prior to 12/31/2005, plus |
Decisions for 2025 Compensation
| ■ | 0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service prior to 12/31/2005, plus |
Decisions for 2025 Compensation
| ■ | 0.7% of average final earnings times years of benefit service on or after 1/1/2006, plus |
Decisions for 2025 Compensation
| ■ | 0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service on or after 1/1/2006. |
Decisions for 2025 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.
Decisions for 2025 Compensation
| Autoliv | 63 | 2026 Proxy Statement |
Decisions for 2025 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:
Decisions for 2025 Compensation
| ■ | 1.0% of average final earnings times years of benefit service prior to 12/31/2005, plus |
Decisions for 2025 Compensation
| ■ | 0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service prior to 12/31/2005, plus |
Decisions for 2025 Compensation
| ■ | 0.7% of average final earnings times years of benefit service on or after 1/1/2006, plus |
Decisions for 2025 Compensation
| ■ | 0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service on or after 1/1/2006. |
Decisions for 2025 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 each 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.
Decisions for 2025 Compensation
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Decisions for 2025 Compensation
| Nonqualified Deferred Compensation |
Decisions for 2025 Compensation
| Potential Payments Upon Termination or Change in Control |
Decisions for 2025 Compensation
| (8) Assumes that outstanding equity awards are assumed by the acquiring entity. |
Decisions for 2025 Compensation
| CEO Pay Ratio |
Decisions for 2025 Compensation
| 7. | In calculating the CEO Pay Ratio, we identified and calculated the elements of such employee’s compensation for the full fiscal year 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation in the amount of $. The December 31, 2025, exchange rate used for the conversion to U.S. dollars was 1 USD = 4.3293 RON. |
Decisions for 2025 Compensation
| Pay Versus Performance |
Decisions for 2025 Compensation
| 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 | Adjusted Operating Income(4) | | | | | | | Autoliv TSR | Peer Group TSR(3) | | | | 2025 | $4,784,548 | $5,754,761 | $2,293,635 | $2,598,390 | $148 | $74 | $736M | $1,114M | | 2024 | $3,723,999 | $3,590,250 | $1,542,439 | $1,483,879 | $113 | $65 | $648M | $1,007M | | 2023 | $3,960,926 | $5,260,000 | $1,566,232 | $1,715,452 | $130 | $86 | $489M | $920M | | 2022 | $2,857,991 | $1,312,652 | $1,201,076 | $789,617 | $88 | $87 | $425M | $598M | | 2021 | $3,237,849 | $3,361,904 | $1,255,520 | $1,273,514 | $115 | $120 | $437M | $683M |
Non-PEO NEOs
| (b) Represents amounts reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the SCT, where applicable. |