Garrett Motion Inc. Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: GTX · Form: DEF 14A · Filed: Apr 12, 2024 · CIK: 1735707

Garrett Motion INC. DEF 14A Filing Summary
FieldDetail
CompanyGarrett Motion INC. (GTX)
Form TypeDEF 14A
Filed DateApr 12, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$213 million, $3.9 billion, $261 m, $465 m, $635 m
Sentimentbullish

Sentiment: bullish

Topics: proxy statement, annual meeting, financial performance, shareholder value, zero-emission

TL;DR

<b>Garrett Motion Inc. highlights strong 2023 financial performance and strategic investments in zero-emission technologies in its 2024 Proxy Statement.</b>

AI Summary

Garrett Motion Inc. (GTX) filed a Proxy Statement (DEF 14A) with the SEC on April 12, 2024. Garrett Motion Inc. reported $3.9 billion in net sales for 2023, an 8% increase year-over-year. The company achieved a net income of $261 million in 2023. Operating cash flow was $465 million, and Adjusted EBITDA was $635 million in 2023. Garrett Motion repurchased $213 million of common stock in 2023 after converting Series A preferred stock. Over 50% of the company's R&D budget in 2023 was invested in zero-emission solutions.

Why It Matters

For investors and stakeholders tracking Garrett Motion Inc., this filing contains several important signals. The conversion of Series A preferred stock to common stock eliminated an 11% dividend, significantly benefiting net cash flow and simplifying the capital structure. The company's continued investment in zero-emission solutions signals a strategic pivot towards future market demands in the automotive industry.

Risk Assessment

Risk Level: low — Garrett Motion Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain new material adverse information, indicating a low level of immediate risk.

Analyst Insight

Stockholders should review the proxy statement for details on executive compensation, board nominations, and voting matters to exercise their shareholder rights effectively.

Financial Highlights

revenue
3.9 billion
net Income
261 million
revenue Growth
8%

Revenue Breakdown

SegmentRevenueGrowth
Total3.9 billion8%

Key Numbers

Key Players & Entities

FAQ

When did Garrett Motion Inc. file this DEF 14A?

Garrett Motion Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 12, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Garrett Motion Inc. (GTX).

Where can I read the original DEF 14A filing from Garrett Motion Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Garrett Motion Inc..

What are the key takeaways from Garrett Motion Inc.'s DEF 14A?

Garrett Motion Inc. filed this DEF 14A on April 12, 2024. Key takeaways: Garrett Motion Inc. reported $3.9 billion in net sales for 2023, an 8% increase year-over-year.. The company achieved a net income of $261 million in 2023.. Operating cash flow was $465 million, and Adjusted EBITDA was $635 million in 2023..

Is Garrett Motion Inc. a risky investment based on this filing?

Based on this DEF 14A, Garrett Motion Inc. presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting and does not contain new material adverse information, indicating a low level of immediate risk.

What should investors do after reading Garrett Motion Inc.'s DEF 14A?

Stockholders should review the proxy statement for details on executive compensation, board nominations, and voting matters to exercise their shareholder rights effectively. The overall sentiment from this filing is bullish.

Key Dates

Filing Stats: 4,344 words · 17 min read · ~14 pages · Grade level 19.8 · Accepted 2024-04-12 08:00:54

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 27 Compensation Discussion and Analysis 27 Executive Summary 27 2023 Say-on-Pay Vote 29 Determination of Process 29 Elements of Executive Compensation 31 Other Company Compensation and Benefit Programs for Fiscal 2023 34 Other Matters 36 Tax and Accounting Considerations 36 Responsible Equity Grant Practices 36 Securities Trading Policy 36 Garrett Motion Inc. TABLE OF CONTENTS TABLE OF CONTENTS Prohibition on Hedging and Pledging 36 Clawback Policy 37 Stock Ownership Guidelines and Broad-Based Stock Ownership 37 Talent Management and Compensation Committee Report 38 Summary Compensation Table 39 Grants of Plan-Based Awards – Fiscal Year 2023 41 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table 41 Outstanding Equity Awards at 2023 Fiscal Year-End 44 Stock Vested—Fiscal Year 2023 45 Pension Benefits – Fiscal Year 2023 46 Nonqualified Deferred Compensation – Fiscal Year 2023 47 Summary of Potnetial Payments and Benefits – Termination Events 48 CEO Pay Ratio Disclosure 50 Pay Versus Performance Disclosure 51 Equity Compensation Plan Information 56 DIRECTOR COMPENSATION 57 2023 Director Compensation Table 58

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 59 DELINQUENT SECTION 16(A) REPORTING 61 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 62 Policies and Procedures for Related Person Transactions 62 Certain Related Person Transactions 62 PROPOSAL TWO – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 67 Board Recommendation 67 Principal Accountant Fees and Services 67 Pre-Approval Policies and Procedures 67 Report of the Audit Committee 68 PROPOSAL THREE – APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 69 Board Recommendation 69 Background 69 Frequency of Say-on-Pay Vote and 2024 Say-on-Pay Vote 69 PROPOSAL FOUR – APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO LOWER THE STOCKHOLDER VOTE REQUIRED TO REMOVE DIRECTORS AND AMEND THE BY-LAWS OF THE COMPANY, AND TO MAKE OTHER NON-SUBSTANTIVE AMENDMENTS INCLUDING TO REMOVE OBSOLETE PROVISIONS AND MAKE CONFORMING CHANGES 70 Board Recommendation 70 The Amendment Proposals 70 Background and Proposal 70 TABLE OF CONTENTS TABLE OF CONTENTS PROPOSAL FIVE – APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION TO THE EXTENT PERMITTED UNDER DELAWARE LAW 72 Board Recommendation 72 The Amendment Proposals 72 Background and Proposal 72 PROPOSAL SIX – APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO PERMIT STOCKHOLDERS TO CALL SPECIAL MEETINGS 74 Board Recommendation 74 The Amendment Proposals 74 Background and Proposal 74 ADDITIONAL INFORMATION 76 Stockholder Proposals and Director Nominations 76 Householding of Annual Meeting Materials 76 Other Matters 77 Solicitation of Proxies 77 ANNEX 78 Non-GAAP Financial Measures 78 Third Amended and Restated Certificate of Incorporation of Garrett Motion Inc. 80 TABLE OF CONTENTS PROXY STATEMENT SUMMARY This section

Executive Compensation Highlights

Executive Compensation Highlights Our overall compensation program is structured to attract, motivate and retain highly qualified executive officers by paying them competitively, consistent with our success and their contribution to that success. Our ability to excel depends on the skill, creativity, integrity and teamwork of our employees. We believe compensation should be structured to reward short-term and long-term business results and exceptional performance, and most importantly, maximize stockholder value. Going forward, we remain committed to maintaining disciplined compensation governance processes by periodically reassessing our incentive structures and making necessary changes in light of evolving market practices and changes in our own business goals and strategy. The broader objectives of our 2023 compensation program included: Pay-for-performance by tying variable compensation to achievement of Company and individual goals; Selecting performance metrics that reflect the commitments the Company made to its financial stakeholders, which include driving profitable top-line growth as well as developing and implementing a balanced capital allocation framework; Aligning executives' interests with those of stockholders by having a significant portion of our executive officers' total compensation delivered in the form of stock-based incentives; and Adhering to good governance principles in setting compensation programs and policies. 2024 Executive Compensation Program In designing our executive compensation program for 2024, the Talent Management and Compensation Committee built on the guiding principles of our 2023 compensation program, including a pay-for-performance philosophy, strong governance practices and aligning interests with those of our stockholders. In particular, the Talent Management and Compensation Committee focused on designing an incentive-based compensation program that aims to align our executive officers' compensation opportun

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