GARRETT MOTION INC (GTX)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
GARRETT MOTION INC · Meeting: May 28, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Ninivaggi has served since 2021 and GTX's 3-year total return of +144.9% outperforms the peer group median by +95.0 percentage points, far exceeding the 65-point threshold required to trigger a negative vote; no overboarding, attendance, or independence concerns identified.
Camuti joined in February 2024 (less than 24 months ago as of the April 2026 meeting date), making him exempt from the TSR trigger under the 24-month new-director exemption; his technology and sustainability background is relevant to Garrett's strategy.
Drees joined in May 2024 (less than 24 months ago), qualifying for the new-director exemption from the TSR trigger; his extensive automotive and commercial vehicle CEO experience is directly relevant.
Norman has served since April 2021 and GTX's strong stock outperformance versus peers clears the policy threshold by a wide margin; she is the designated audit committee financial expert with over 30 years of audit experience at EY.
Rabiller serves as CEO-director since 2018 and the TSR trigger does not apply given GTX's 3-year peer outperformance of +95.0 percentage points, which exceeds the 65-point threshold needed to trigger a negative vote in the strong-positive TSR tier; his executive role and industry expertise are directly relevant.
Steyn has served since April 2021 and GTX's peer-relative TSR performance is well above the threshold to trigger a negative vote; her transportation sector and emerging technology experience is relevant to Garrett's strategic direction.
Tesoriere has served since April 2021 as an Oaktree designee and the strong TSR outperformance clears the policy bar; his financial and investment expertise is relevant, and no overboarding or attendance concerns are noted.
Vanneste is a first-time nominee and therefore exempt from the TSR trigger entirely; his experience as CFO of Lear Corporation and as an audit committee chair at two public companies makes him well qualified to serve.
All eight director nominees receive a FOR vote. GTX's 3-year total return of +144.9% outperforms the disclosed peer group median by approximately 95 percentage points, far exceeding the 65-point underperformance threshold required to trigger a negative vote in the strong-positive TSR tier. Two directors (Camuti, Drees) joined within the past 24 months and are exempt from the TSR analysis entirely, and Vanneste is a new nominee. No overboarding, attendance below 75%, independence, or familial relationship issues were identified for any nominee.
Say on Pay
✓ FORCEO
Olivier Rabiller
Total Comp
$9,438,607
Prior Support
99%%
The CEO's total compensation of approximately $9.4 million is broadly reasonable for a CEO of a $3.8 billion market-cap global automotive supplier, and prior-year shareholder support was an overwhelming 99%, signaling strong satisfaction with the program. The pay structure is heavily performance-linked — 86% of the CEO's target compensation is variable and at risk — with long-term equity awards tied to relative total shareholder return, adjusted earnings, margins, and new business growth metrics, which are clear and measurable goals. GTX's stock has delivered a 3-year return of +144.9%, substantially outperforming its peer group, so above-benchmark incentive pay is well justified by actual shareholder outcomes. The company also maintains a meaningful clawback policy, stock ownership requirements (5x salary for the CEO), and double-trigger change-in-control provisions, reflecting sound pay governance.
Auditor Ratification
✓ FORAuditor
Deloitte SA
Tenure
8 yrs
Audit Fees
$4,121,000
Non-Audit Fees
$24,000
Non-audit fees of $24,000 represent less than 1% of audit fees of $4,121,000, which is well below the 50% threshold that would raise independence concerns. Deloitte SA has served since 2018 (approximately 8 years), far below the 25-year tenure threshold. No material financial restatements were identified, and Deloitte is a Big 4 firm appropriate for a company of Garrett's size and complexity.
Overall Assessment
Garrett Motion's 2026 annual meeting ballot contains three standard proposals — director elections, auditor ratification, and an advisory say-on-pay vote — all of which receive FOR votes. The company's exceptional stock performance over the past three years, clean auditor fee structure, and a well-designed, heavily performance-linked executive pay program with near-universal prior shareholder support leave no policy triggers requiring a negative vote on any proposal.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing