🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Garrett Motion Inc. It's a formal invitation and information packet for the company's 2026 Annual Meeting of Shareholders. Its main job is to provide shareholders with the details they need to vote on important company matters, like electing directors and approving the pay for top executives. Think of it as the company's annual "report card" and "action plan" sent to its owners (the shareholders).

🏢 What The Company Does

👉 In simple terms, Garrett Motion makes advanced turbochargers and related technologies for cars, trucks, and industrial equipment. They help engines become more efficient and powerful. Recently, they've been expanding into new areas like electric vehicle components (e.g., electric axle systems) and high-speed compressors for things like air conditioning and power systems.

📅 Annual Meeting Details

When: Thursday, May 28, 2026, at 8:30 a.m. Eastern Time.
Where: Online only. Shareholders can attend, ask questions, and vote at www.virtualshareholdermeeting.com/GTX2026.
Record Date: Shareholders on the books as of April 2, 2026, get to vote.
Your Vote Counts: The company strongly encourages everyone to vote in advance, even if you don't plan to attend.

🔍 What Shareholders Are Voting On

There are three main proposals:

ELECT DIRECTORS: Vote to elect the 8 people nominated to the Board of Directors for one-year terms. (Board recommends voting FOR all nominees).
RATIFY AUDITORS: Vote to approve the selection of Deloitte SA as the company's independent accounting firm for 2026. (Board recommends voting FOR).
APPROVE EXECUTIVE PAY: Vote on an advisory (non-binding) basis to approve the compensation of the company's top executives as detailed in the filing. (Board recommends voting FOR).

👥 Meet the Board Nominees

The Board is recommending 8 people for election. Here’s a quick snapshot of their backgrounds:

Daniel Ninivaggi (Chair): Extensive automotive and legal experience, former CEO of Lordstown Motors.
Paul Camuti: Expert in technology and sustainability from Trane Technologies.
Joachim Drees: Former CEO of commercial vehicle maker MAN SE.
D’aun Norman: Former audit partner at Ernst & Young with deep financial expertise.
Olivier Rabiller: The company's current President & CEO.
Julia Steyn: Experience in mobility tech, consulting, and investment (McKinsey, GM's Maven).
Steven Tesoriere: Managing Director at investment firm Oaktree.
Jeffrey Vanneste (NEW): Former CFO of automotive supplier Lear Corporation.

👉 Why it matters: This mix brings together deep car industry knowledge, financial oversight, tech innovation, and investment strategy to guide the company.

⚙️ How the Board Works

Independence: 7 of the 8 nominees are independent (not company employees). The Board believes separating the Chair (Ninivaggi) and CEO (Rabiller) roles strengthens oversight.
Committees: Key work happens in three groups:
- Audit Committee (Chaired by D'aun Norman): Watches over financial reporting.
- Talent & Comp Committee (Chaired by Joachim Drees): Sets executive pay.
- Nominating & Governance Committee (Chaired by Paul Camuti): Finds new directors and looks at governance rules.
Meetings: The Board met 18 times in 2025, and directors attended 96% of meetings.

💰 2025 Financial Performance

The Chairman's letter highlights a strong year:

Net Sales: $3.58 billion
Net Income: $310 million (8.6% margin)
Adjusted EBIT: $510 million (14.2% margin)
Operating Cash Flow: $413 million
Adjusted Free Cash Flow: $403 million
Capital Returned: Bought back $208 million of stock and started paying a dividend (now $0.08 per share quarterly). Share count down over 40% since 2023.

🎯 Key Strategic Moves

Turbo Growth: Won new contracts globally for turbos in gas, diesel, and hybrid vehicles, plus commercial and industrial applications.
Zero-Emission Push: Landed a deal to make electric drive axles for heavy trucks and is testing high-speed electric powertrains with customers in Asia.
New Products: Launched a large turbo for ships/power generators and a new oil-free compressor for things like AC systems and electric buses.

💸 Executive Compensation

The filing details how much the top executives are paid. The philosophy is "pay-for-performance" — a large part of their compensation is tied to company results and stock price.

CEO Pay: Olivier Rabiller's total 2025 compensation was $10.8 million. Most of this ($8.9 million) was from long-term stock awards that only pay off if the company's stock performs well.
Other Top Executives: Their compensation packages also emphasize long-term incentives tied to performance.
Clawbacks: The company can reclaim bonuses if there's a financial restatement.

🔮 What's Next for 2026

Management plans to:

Continue executing well operationally.
Turn its product pipeline into new contract wins.
Keep margins strong and turn profits into cash.
Invest in new tech for turbos, electrification, and industrial markets.
Use its new $250 million share buyback program and continue paying dividends.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Strong brand and technology leadership in turbochargers.
Solid financials with good cash flow generation.
Clear strategy to grow in both traditional and zero-emission tech.
Active board with relevant industry and financial expertise.

⚠️ Risks:

Geopolitical & Economic Tension: Trade wars, inflation, or recession could hurt car sales.
Industry Shift: The move to electric vehicles could reduce demand for traditional engine turbos if not managed well.
Execution Risk: Success depends on winning new contracts and bringing new technologies to market.
Competition: Faces intense pressure from other big auto suppliers.

🧠 The Analogy

This annual shareholder meeting is like a critical parent-teacher conference for the company. The Board (the "teachers") is reporting on the company's (the "student's") grades from last year (the strong financial results) and its study plan for next year (the strategy). The shareholders (the "parents") then get to vote on approving the teachers' performance review (director elections) and their compensation plan (executive pay), while also rubber-tying the school's choice of accountant (auditor ratification). It's the primary forum for owners to hold the company's leadership accountable.

🧩 Final Takeaway

Garrett Motion delivered strong financial results in 2025 and is pushing to grow its core turbo business while investing in future zero-emission technologies. This proxy statement is your guide to understanding the company's governance and approving its leadership direction. Your vote on the director elections and executive compensation, while often symbolic, sends a powerful message about shareholder support for the company's strategy and oversight.

Garrett Motion Posts $3.58B Sales and Outlines Zero-Emission Shift