CEO total compensation of approximately $16.8 million is elevated for a ~$2.9 billion market cap company in the consumer cyclical sector, but the pay structure is heavily performance-based — the company reports 91% of CEO target pay is variable or at risk — and the long-term incentive program now uses two rigorous metrics (relative total shareholder return and return on invested capital) over a three-year period, which are meaningful performance conditions rather than time-only vesting. The pay-for-performance alignment check is mitigated by the fact that the 2023 and 2024 performance stock award cycles paid out at 0% due to poor relative stock performance, demonstrating that the incentive plan does penalize executives when shareholders suffer, and prior-year Say on Pay support of 89% is well above the 70% threshold that would require action. On balance, the program structure is sufficiently performance-oriented and the committee has shown it will allow zero payouts when performance warrants, so a FOR vote is appropriate.

Deloitte has served as Visteon's auditor since 2022 (approximately 4 years), well below the 25-year tenure threshold, and non-audit fees of roughly $364,000 (audit-related $43,000 plus tax fees $320,835) represent about 11% of audit fees of $3,293,105, comfortably below the 50% independence threshold; no material restatements were identified and Deloitte is a Big 4 firm appropriate for a company of Visteon's size and complexity.