DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:



☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under § 240.14a -12

GARRETT MOTION INC.

(Name of Registrant as Specified In Its Charter)

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required

☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

Dear Garrett Stockholder:

Garrett delivered strong financial performance in 2022 while achieving market share gains in its core turbo business and making significant progress on long-term strategic priorities. Ahead of our Annual Meeting of stockholders on May 24, I’d like to share key highlights from throughout the last fiscal year.

Leveraging Growth to Invest in the Future

In 2022, Garrett’s flexible operating platform led to strong financial and operational performance in a volatile macro-economic environment. Cash provided from operating activities of $375 million and an adjusted Free Cash Flow⁽¹⁾ of $313 million allowed Garrett to simplify and deleverage its balance sheet. The Company redeemed in full the outstanding Series B preferred stock and paid the quarterly Series A preferred stock dividend in cash in the second half of the year. Garrett also exited 2022 with a strong liquidity position of $246 million in cash and cash equivalents and total liquidity⁽¹⁾ of $721 million.

Garrett continued to invest heavily in R&D and growth initiatives as we pursue our strategic priorities in the evolving powertrain industry across core turbocharging, and hybrid and electric vehicle (EV) technologies. Additionally, our organic sales of turbochargers continued to grow, largely attributed to Garrett’s strong position in gasoline and hybrid, aftermarket, and commercial vehicle products.

Garrett’s strong core turbo business win-rate of more than 50% over the last two years will translate into significant profitable revenue for many years into the future. At the same time, we continue to make progress in leveraging our global capabilities to drive innovation to support the EV transition. In 2022, for example, the team secured its first differentiated high-speed e-axle pre-development project award with a global automaker as we partner with our customers to develop differentiated, highly efficient solutions for the electrified powertrain.

Corporate Citizenship

Garrett’s mission to operate as a responsible, respected corporate citizen remains a core commitment. We continue to develop solutions for the automotive industry’s most pressing sustainability issues, from differentiated turbocharging and electrification solutions for emission reduction, to advanced software and optimal vehicle performance. Garrett earned a “B” grade for Climate Change for the third consecutive year from CDP and we were awarded Gold ranking status from EcoVadis for sustainability in 2022.

Our mission is executed in tandem with our efforts to make the Company’s operations respectful to the environment and communities in which we serve. Our Board and its Nominating and Governance Committee, in collaboration with Garrett senior management, oversee risks and initiatives relating to Environmental, Social and Governance (ESG). Garrett prides itself on developing the right working environment and the right capabilities to advance our performance culture and support our growth strategy while launching breakthroughs in sustainable mobility.

I am very much looking forward to your attendance at this year’s Annual Meeting. Thank you for your continued support of Garrett Motion.

Sincerely,

LOGO

Daniel Ninivaggi

Chairman of the Board

(1)	See non-GAAP Annex

LOGO

Dear Garrett Stockholder:

I am pleased to invite you to Garrett Motion’s Annual Meeting of stockholders, which will be held on Wednesday, May 24, at 8:30 a.m. Eastern Time (2:30 p.m. Central Europe Time). The annual meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the annual meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GTX2023. For further information on how to attend and participate in the meeting, please see “General Information About Voting and the Annual Meeting” in the accompanying proxy statement.

We are pleased to make our Annual Report and proxy materials available to stockholders over the Internet under the U.S. Securities and Exchange Commission’s Notice and Access rules. We believe this electronic delivery option provides our stockholders with information in a more timely, cost-efficient, and environmentally conscious manner versus providing materials in paper form.

It is very important that your shares be represented and voted at the Annual Meeting regardless of whether you plan to attend electronically. The accompanying proxy statement contains information about the matters on which you are asked to vote as well as specific instructions for voting over the telephone or via the Internet, or submitting your proxy. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. You are encouraged to read the materials carefully.

Thank you for your investment in Garrett Motion. We appreciate your support.

Sincerely,

LOGO

Olivier Rabiller

President & Chief Executive Officer

LOGO

GARRETT MOTION INC.

La Pièce 16

Rolle, Switzerland 1180

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 24, 2023

2023 Annual Meeting Information

LOGO

Date

May 24, 2023

LOGO

Time

8:30 a.m. Eastern Time

(2:30 p.m. Central

Europe Time)

Place

Online only via live webcast at

www.virtualshareholdermeeting.com/GTX2023

To our stockholders:

NOTICE IS HEREBY GIVEN that the 2023 Annual Meeting of stockholders of Garrett Motion Inc., or the Annual Meeting, will be held on Wednesday, May 24, 2023 at 8:30 a.m. Eastern Time (2:30 p.m. Central Europe Time). The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GTX2023 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, proxy card, or on the instructions that accompanied your proxy materials. At the Annual Meeting, stockholders will consider and vote on the following matters:



MATTER
1		The election of the nine nominees named in this proxy statement to our board of directors (the “Board of Directors” or “Board”) to serve as directors, each for a one-year term ending at the 2024 annual meeting of stockholders
2		The ratification of the appointment of Deloitte SA as our independent registered public accounting firm for the fiscal year ending December 31, 2023
3		The approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as disclosed in this proxy statement

The stockholders will also act on any other business that may properly come before the Annual Meeting or any postponement, continuation or adjournment thereof.

Stockholders of record at the close of business on Monday, March 27, 2023, are entitled to notice of, and to vote at, the Annual Meeting or any postponement, continuation or adjournment thereof. Your vote is important regardless of the number of shares you own.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of stockholders to be held on May 24, 2023. The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge at proxyvote.com and at investors.garrettmotion.com.

LOGO

To ensure that a quorum is present at the Annual Meeting, please vote your shares over the Internet or by telephone, or, if you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed envelope, whether or not you expect to attend the Annual Meeting. We encourage stockholders to submit their proxy via telephone or online. If you decide to attend the Annual Meeting, you will be able to vote electronically, even if you have previously submitted your proxy.

By Order of the Board of Directors,

Jérôme Maironi

Corporate Secretary

April 14, 2023

LOGO

TABLE OF CONTENTS



PROXY STATEMENT SUMMARY			i

PROXY STATEMENT			1
Garrett’s Voting Securities			1
Voting Your Shares			2
Attending the Annual Meeting Online			2
Technical Difficulties			3
Questions and Answers during the Annual Meeting			3
Recommendations of the Board			3
Broker Non-Votes			4
Revoking Your Proxy or Changing Your Vote			4
Quorum and Votes Requires			4

PROPOSAL ONE —ELECTION OF DIRECTORS			6
Board Recommendation			6
Director Resignation Policy			6
Our Board of Directors			7

CORPORATE GOVERNANCE			13
Director Independence			14
Board Leadership Structure			14
Board Meetings and Attendance			14
Executive Sessions of Non-Employee Directors			14
Director Orientation and Continuing Education			15
Board Refreshment			15
Comprehensive, Ongoing Process for Board Succession Planning and Selection and Nomination of Directors			15
Consideration of Board Diversity			16
Stockholder Recommendations and Nominations of Director Candidates			16
Corporate Governance Documents			16
Code of Conduct			17
Board Committees			17
Talent Management and Compensation Committee Interlocks and Insider Participation			21
The Board’s Role in Risk Oversight			21
Corporate Responsibility			21
Our Sustainability Approach			22
Prohibition of Hedging or Pledging the Company’s Securities			23
Communications with Directors			23
Our Executive Officers			23

EXECUTIVE COMPENSATION			25
Compensation Discussion and Analysis			25
Executive Summary			25
Company Compensation Programs for Fiscal 2023			26
2022 Say-on-Pay Vote and Shareholder Outreach			27
Determination of Process			27
Elements of Executive Compensation			29
Other Company Compensation and Benefit Programs for Fiscal 2022			32
Other Matters			33
Tax and Accounting Considerations			33
Responsible Equity Grant Practices			34
Securities Trading Policy			34

LOGO


Prohibition on Hedging and Pledging			34
Clawback Policy			34
Stock Ownership Guidelines and Broad-Based Stock Ownership			35

TALENT MANAGEMENT AND COMPENSATION COMMITTEE REPORT			36

SUMMARY COMPENSATION TABLE			37

GRANTS OF PLAN-BASED AWARDS—FISCAL YEAR 2022			39
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			39

OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END			42

STOCK VESTED—FISCAL YEAR 2022			43

PENSION BENEFITS—FISCAL YEAR 2022			44

NONQUALIFIED DEFERRED COMPENSATION—FISCAL YEAR 2022			45

SUMMARY OF POTENTIAL PAYMENTS AND BENEFITS—TERMINATION EVENTS			46

CEO PAY RATIO DISCLOSURE			49

EQUITY COMPENSATION PLAN INFORMATION			54

DIRECTOR COMPENSATION			55
2022 Director Compensation Table			56

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			57

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			61
Policies and Procedures for Related Person Transactions			61

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 2022 Say-on-Pay Vote			69

ADDITIONAL INFORMATION			70
Stockholder Proposals and Director Nominations			70
Householding of Annual Meeting Materials			70
Other Matters			71
Solicitation of Proxies			71

ANNEX			72
Non-GAAP Financial Measures			72

LOGO

PROXY STATEMENT SUMMARY

This section summarizes and highlights certain information contained in this proxy statement, but does not contain all the information that you should consider when casting your vote. Please review the entire proxy statement as well as our annual report to stockholders for the fiscal year ended December 31, 2022 (the “2022 Annual Report”) carefully before voting.

Garrett Motion Inc. (the “Company”, “Garrett”, “we” or “us”) has been an independent publicly-traded company since October 2018. On September 20, 2020, the Company and certain of its subsidiaries (the “Debtors”) each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors’ chapter 11 cases were jointly administered under the caption “In re: Garrett Motion Inc., 20-12212.” On April 20, 2021, the Debtors filed the Revised Amended Plan of Reorganization (the “Plan”). On April 26, 2021, the Bankruptcy Court entered an order, among other things, confirming the Plan. On April 30, 2021 (the “Plan Effective Date”), the conditions to the effectiveness of the Plan were satisfied or waived and the Company emerged from bankruptcy. In connection with the Company’s emergence from bankruptcy, all shares of the Company’s common stock outstanding prior to the Plan Effective Date (the “Old Common Stock”) were canceled. Additionally, among other things, the Company issued 65,035,801 shares of common stock to those holders of Old Common Stock who had not made a cash-out election, issued 247,768,962 shares of the Company’s Series A Cumulative Convertible Preferred Stock (the “Series A preferred stock”) to certain participants in the Plan, including affiliated funds of Centerbridge Partners, L.P. (“Centerbridge”) and affiliated funds of Oaktree Capital Management, L.P. (“Oaktree”), and issued 834,800,000 shares of the Company’s Series B Preferred Stock (the “Series B preferred stock”) to Honeywell International Inc. On June 28, 2022 the Company redeemed all remaining Series B preferred stock. There is no longer any Series B preferred stock outstanding.

This proxy statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

LOGO



Proposal 1				Board Recommendation and Page No.
Election of nine Directors for a one year term ending at the 2024 Annual Meeting of stockholders				The Board recommends a vote “FOR” each of the Board’s nominees. See “Proposal One—Election of Directors” beginning on page 5 of this proxy statement.

Directors

Name

Primary Occupation

Age*

Independent

Committee Membership

Daniel Ninivaggi (Chairperson)

Executive Chairman, Lordstown Motors Corporation

●

Kevin Mahony

Managing Director, Centerbridge

●

D’aun Norman

Retired, Formerly Partner, EY

●

●+

●

John Petry

Managing Principal, Sessa Capital

●

Tina Pierce

Vice President and Chief Financial Officer, Honeywell Performance Materials and Technologies

●

Olivier Rabiller

President and Chief Executive Officer, Garrett

Robert Shanks

Retired, Formerly Vice President and CFO, Ford Motor Company

●

CHAIR+

●

Julia Steyn

Chief Commercial Officer, VectoIQ

●

CHAIR

Steven Tesoriere

Managing Director, Oaktree

●

CHAIR

* Ages are as of April 14, 2023

CHAIR = Committee Chair

+ = Audit Committee Financial Expert

A = Audit Committee

C = Talent Management and Compensation Committee

G = Nominating and

Governance Committee

Director Highlights

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

Diversity and Age



44% Diverse Directors	30-39	●	Average Age: 52 100% Under 75 years of age
	40-49	● ●
	50-59	● ● ● ● ●
	60-69	None
	70-74	●
	75+	None

LOGO

Independence and Expertise

LOGO

Balanced Mix of Skills, Qualifications and Experience

LOGO

Board and Committee Meeting Attendance Rate

All of our incumbent directors attended at least 75% of Board meetings and the meetings of the committees on which they served in 2022.

Corporate Governance Highlights

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

Independent Oversight

LOGO 8 of 9 directors are independent

LOGO Independent Chairperson of the Board

LOGO Regular executive sessions of non-employee directors at Board meetings (chaired by independent Chairperson) and committee meetings (chaired by independent committee chairs)

LOGO 100% independent Board committees

LOGO Active Board and committee oversight of the Company’s strategy and risk management

LOGO

iii



Board Effectiveness		Directors possess deep and diverse set of skills and expertise relevant to oversight of our business operations and strategy Annual assessment of director skills and commitment to director refreshment to ensure Board meets the Company’s evolving oversight needs The Board oversees risk management, reviewing and advising management on significant risks facing the Company, and fostering a culture of integrity and risk awareness 44% of directors are diverse Highly engaged Board with all incumbent directors having attended all of the meetings of the Board and committees on which they served during 2022 Annual Board and committee self-evaluations Nonemployee directors serve only until age 75, unless otherwise determined by the Board Board has adopted a policy on continuing director education

Stockholder Rights		Proxy access Majority voting for directors in uncontested elections Resignation policy for directors who do not receive a majority of the votes cast Two classes of voting stock, common stock and Series A preferred stock, with each share of common stock entitled to one vote and each share of Series A preferred stock entitled to vote with the common stock on an as-converted basis (giving effect to accrued and unpaid dividends) No poison pill No supermajority voting provisions No fee-shifting provisions

Good Governance Practices		All directors are elected annually for one-year terms Development and regular review of succession plans for Chief Executive Officer and members of senior management Clawback policy for executive officers Board committees have sole discretion to retain and terminate independent third-party advisors, and to set such advisors’ terms of engagement including compensation Code of Business Conduct applicable to directors and all employees Ethics training annually for all employees Securities Trading Policy prohibits hedging by directors and executive officers, and prohibits short sales, pledging and buying or selling puts, calls, options or other derivative securities of the Company by directors, officers and employees Stock ownership guidelines for directors and executive officers Responsible corporate citizenship and environmental initiatives Committee charters updated in 2022 to reflect risk oversight responsibility by the Board and its committees for matters relating to sustainability/ESG



Proposal 2		Board Recommendation and Page No.

Ratification of the appointment of Deloitte SA as our independent registered public accounting firm for the fiscal year

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SEC Form DEF 14A filed by Garrett Motion Inc.