DEF 14A

DEF 14A 1 d296781ddef14a.htm DEF 14A 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 ☒ Filed by a Party other than the Registrant ☐

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

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Fellow Stockholders:

2021 was an important year for Garrett Motion in many positive and impactful aspects. Ahead of our Annual Meeting of Stockholders on Thursday, May 26, 2022, I’d like to share key highlights for the year.

Active Oversight by New Board

At the end of April 2021, we successfully completed our financial restructuring journey. With the backing of new equity owners and a significantly improved financial position, our common stock commenced trading on the Nasdaq Global Select Market in May under the ticker symbol “GTX,” and our Series A preferred stock commenced trading on the Nasdaq Global Select Market in October under the ticker symbol “GTXAP.” During and after the restructuring period—within a challenging environment impacted by the pandemic, semiconductor shortages and other industry-wide issues—Garrett continued to report strong financial results and deliver on its mission to launch cutting-edge technologies that enable vehicles to become safer, more connected and efficient, and environmentally friendly.

Garrett emerged from the Chapter 11 process at the end of April with a reconstituted Board of Directors. Our Board is currently composed of nine members with diverse backgrounds and significant financial, automotive and business experience. Seven of our nine directors are independent, and four bring more diversity to our Board’s composition. Our Board has established three standing committees—the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. Under the Board’s guidance and effective oversight, Garrett will continue to operate with best-in-class corporate governance practices.

Garrett’s Board and its committees provide active oversight of the Company’s strategy and execution, including the management of risks and issues facing the Company, including those associated with COVID-19 and our Environmental, Social and Governance (ESG) initiatives.

Corporate Citizenship

Garrett’s focus on and commitment to operating as a responsible, respected corporate citizen is stronger than ever. 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. 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 ESG.

Additionally, in 2021, we published our first sustainability report, which sets out our comprehensive vision for Garrett’s sustainability and environmental impact. It also includes our first external sustainability targets which demonstrate our commitment to support our customers with their respective ambitions on critical ESG topics. Our sustainability report can be found on our website at http://garrettmotion.com/corporate/sustainability.¹

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. We invest in creating an inclusive, stimulating, and safe work environment where our employees can further Advance Motion. While the COVID-19 pandemic has shown signs of slowing over the last several months, no one can be sure what challenges remain ahead of us. Rest assured, however, that the health and safety of our employees, supporting our customers and serving our stockholders and other stakeholders will always be our top priorities.

Thank you for your continued support of Garrett Motion.

Sincerely,

LOGO

Daniel A. Ninivaggi

Chairman of the Board

¹	The information on our website, including our sustainability report, is not incorporated by reference into, and does not form part of, this proxy statement.

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Dear Garrett Stockholder:

I am pleased to invite you to Garrett Motion’s Annual Meeting of Stockholders, which will be held on Thursday, May 26, 2022 at 9:00 a.m. Eastern Time (3:00 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/GTX2022. 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 and vote in accordance with the Board of Directors’ recommendations.

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

Sincerely,

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Olivier Rabiller

President & Chief Executive Officer

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GARRETT MOTION INC.

Z.A. La Pièce 16

Rolle, Switzerland 1180

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 26, 2022

2022 Annual Meeting Information

Date

Thursday, May 26, 2022

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Time

9:00 a.m. Eastern Time

(3:00 p.m. Central

Europe Time)

Place

Online only via live webcast at

www.virtualshareholdermeeting.com/GTX2022

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Stockholders of Garrett Motion Inc., or the Annual Meeting, will be held on Thursday, May 26, 2022 at 9:00 a.m. Eastern Time (3:00 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/GTX2022 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 2023 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, 2022
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 Thursday, March 29, 2022, are entitled to notice of, and to vote at, the Annual Meeting or any postponement, continuation or adjournment thereof. A complete list of these stockholders will be available on the bottom panel of your screen during the meeting after entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker. 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 26, 2022. 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.

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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 8, 2022

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TABLE OF CONTENTS



PROXY STATEMENT SUMMARY			i

PROXY STATEMENT			1
Garrett’s Voting Securities			1
Notice of Internet Availability of Proxy Materials			2
Printed Copies of Our Proxy Materials			2
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 Required			4

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

CORPORATE GOVERNANCE			13
Corporate Governance Highlights			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
Board Diversity Matrix			16
Stockholder Recommendations and Nominations of Director Candidates			16
Corporate Governance Documents			17
Code of Business Conduct			17
Board Committees			17
Compensation Committee Interlocks and Insider Participation			21
The Board’s Role in Risk Oversight			21
Corporate Responsibility			22
Sustainability Commitments			23
Prohibition of Hedging or Pledging the Company’s Securities			24
Communications with Directors			24
Our Executive Officers			25

EXECUTIVE COMPENSATION			27
Compensation Discussion and Analysis			27
Executive Summary			27
2020 Say-on-Pay Vote			29
Determination of Process			29
Elements of Executive Compensation			32
Other Company Compensation and Benefit Programs for Fiscal 2021			35
Other Matters			36
Tax and Accounting Considerations			36
Responsible Equity Grant Practices			37

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Securities Trading Policy			37
Prohibition on Hedging and Pledging			37
Clawback Policy			37
Stock Ownership Guidelines and Broad-Based Stock Ownership			37

COMPENSATION COMMITTEE REPORT			39

SUMMARY COMPENSATION TABLE			40

GRANTS OF PLAN-BASED AWARDS—FISCAL YEAR 2021			42
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			42

OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END			45

STOCK VESTED—FISCAL YEAR 2021			46

PENSION BENEFITS—FISCAL YEAR 2021			47

NONQUALIFIED DEFERRED COMPENSATION—FISCAL YEAR 2021			48

SUMMARY OF POTENTIAL PAYMENTS AND BENEFITS—TERMINATION EVENTS			49

CEO PAY RATIO DISCLOSURE			52

EQUITY COMPENSATION PLAN INFORMATION			53

DIRECTOR COMPENSATION			54
2021 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
Certain Related Person Transactions			61

PROPOSAL TWO —RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			65
Board Recommendation			65
Principal Accountant Fees and Services			65
Pre-Approval Policies and Procedures			65
Report of the Audit Committee			66

PROPOSAL THREE —APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			67
Board Recommendation			67
Background			67
Frequency of Say-on-Pay Vote and 2021 Say-on-Pay Vote			67

ADDITIONAL INFORMATION			68
Stockholder Proposals and Director Nominations			68
Householding of Annual Meeting Materials			68
Other Matters			68
Solicitation of Proxies			69

ANNEX: NON-GAAP FINANCIAL MEASURES			70

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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, 2021 (the “2021 Annual Report”) carefully before voting.

Garrett Motion Inc. (the “Company”, “Garrett”, “we” or “us”) became an independent publicly-traded company through a pro rata distribution by Honeywell International Inc. (together with its subsidiaries, “Honeywell”) of 100% of the then-outstanding shares of Garrett to Honeywell’s stockholders (the “Spin-Off”). On October 1, 2018, approximately 74 million shares of Garrett common stock were distributed to Honeywell stockholders, with each Honeywell stockholder of record receiving one share of Garrett common stock for every 10 shares of Honeywell common stock held on the record date, and the Garrett common stock began trading “regular-way” under the ticker symbol “GTX” on the New York Stock Exchange. 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 Chapter 11 bankruptcy restructuring (“Emergence”). In connection with the Emergence, 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 (the “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.

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.

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Proposal 1				Board Recommendation and Page No.
Election of nine Directors for a one-year term ending at the 2023 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 6 of this proxy statement.

Directors

Name

Primary Occupation

Age*

Independent

Committee Membership

Daniel Ninivaggi (Chairperson)

Chief Executive Officer, Lordstown Motors Corporation

●

D’aun Norman

Former Partner, EY

●

●+

●

John Petry

Managing Principal, Sessa Capital

●

Tina Pierce

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

Olivier Rabiller

President and Chief Executive Officer, Garrett

Robert Shanks

Former Vice President and CFO, Ford Motor Company

●

CHAIR+

●

Steven Silver

Senior Managing Director, Centerbridge Partners

●

Julia Steyn

Chief Commercial Officer, VectoIQ

●

CHAIR

Steven Tesoriere

Managing Director, Oaktree Capital Management, L.P.

●

CHAIR

* Ages are as of April 8, 2022

CHAIR = Committee Chair

+ = Audit Committee Financial Expert

A = Audit Committee

C = 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

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Independence and Expertise



7 of 9 Directors are independent

2 of 3 Audit Committee members are financial experts

Balanced Mix of Skills, Qualifications and Experience

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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 2021 that were held during the period of such director’s service.

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 7 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

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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 directors having attended at least 75% of total number of meetings of the Board and committees on which they serve Annual Board and committee self-evaluations Non-employee 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



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 ending December 31, 2022		The Board recommends a vote “FOR” the ratification of the appointment of Deloitte SA as Garrett’s independent registered public accounting firm for the fiscal year ending December 31, 2022. See “Proposal Two—Ratification of Appointment of Independent Registered Public Accounting Firm” beginning on page 65 of this proxy statement.



Proposal 3	Board Recommendation and Page No.

Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as disclosed in this proxy statement (“Say-on-Pay Vote”)		The Board recommends a vote “FOR” the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers. See “Proposal Three—Approval, on an Advisory (Non-Binding) Basis, of the Compensation of Our Named Executive Officers (“Say-on-Pay Vote”)” beginning on page 67 of this proxy statement and “Compensation Discussion and Analysis” beginning on page 27 of this proxy statement.

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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. In that regard, we selected performance metrics and an award mix that we believed fit our starting plan. 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 2021 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 and using cash flows to deleverage the Company;

•

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.

2022 Executive Compensation Program

In designing our executive compensation program for 2022, the Compensation Committee built on the guiding principles of our 2021 compensation program, including a pay-for-performance philosophy, strong governance practices and aligning interests with those of our stockholders. In particular, the Compensation Committee focused on designing an incentive-based compensation program that aims to align our executive officers’ compensation opportunities with achievement of the Company’s short- and long-term business goals.

The following are certain key highlights of our 2022 executive compensation program:



Commitment to Pay-for-Performance Incentive Program		75% of our annual Short-Term Incentive Compensation Plan (“ICP”) for 2022 is based on pre-established objective Company performance criteria, with the remaining 25% determined at the Compensation Committee’s discretion based on individual performance. Company performance criteria for the 2022 ICP include Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Free Cash Flow Conversion goals, reflecting our strategy of driving profitable top-line growth and using our strong cash flow to deleverage the Company. Performance goals were set at challenging levels that will require the Company to achieve significant growth and performance.

Strong Compensation Governance		Stock ownership guidelines for executives and directors, with 5x base salary for the Chief Executive Officer. Double-trigger change-in-control provisions and no excise tax gross-ups. Anti-hedging and anti-pledging policy that prohibits executives and directors from pledging or hedging our securities.

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GARRETT MOTION INC.

Z.A. La Pièce 16

Rolle, Switzerland 1180

PROXY STATEMENT

For the 2022 Annual Meeting of Stockholders

To Be Held on Thursday, May 26, 2022

GENERAL INFORMATION ABOUT VOTING AND THE ANNUAL MEETING

This proxy statement is being furnished in connection with the solicitation of proxies by the board of directors (the “Board of Directors” or “Board”) of Garrett Motion Inc. (the “Company”, “Garrett”, “we” or “us”), for use at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, May 26, 2022 at 9:00 a.m. Eastern Time (3:00 p.m. Central Europe Time), and at any postponement, continuation or adjournment thereof. 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/GTX2022 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials (“Internet Notice”), proxy card, or on the instructions that accompanied your proxy materials.

This proxy statement, proxy card and our 2021 Annual Report will be released on or about April 15, 2022.

Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Stockholders To Be Held on May 26, 2022:

This proxy statement and our 2021 Annual Report are available for viewing, printing and downloading at www.proxyvote.com.

Garrett’s Voting Securities

Holders of record of our common stock and Series A cumulative convertible preferred stock at the close of business on March 29, 2022 (the “Record Date”) will be entitled to notice of, and such stockholders and holders of a valid proxy will be entitled to vote at, the Annual Meeting or any postponement, continuation or adjournment of the Annual Meeting.

Each holder of our common stock is entitled to one vote for each share of common stock held of record by such holder on all matters on which our stockholders generally are entitled to vote, including on the matters described in this proxy statement. Holders of our Series A preferred stock are entitled to vote on an as-converted basis (including accrued dividends) with holders of our common stock, together as a single class, on each matter submitted for a vote by the holders of our common stock. Each holder of our Series A preferred stock is entitled to cast a number of votes on each matter as if the holder were the holder of record, as of the Record Date, of a number of shares of our common stock equal to the whole number of shares of our common stock that would be issuable upon conversion of such holder’s Series A preferred stock (including shares in lieu of accrued and unpaid dividends on such holder’s shares of Series A preferred stock) in connection with an Automatic Conversion Event (as such term is defined in the Certificate of Designations for the Series A preferred stock) occurring on the Record Date. As a result, each holder of Series A preferred stock will be entitled to cast approximately 1.079 votes for each share of Series A preferred stock held as of the Record Date.

On the Record Date, we had 329,646,249 shares entitled to vote, which includes 64,506,104 shares of our common stock issued and outstanding and 265,140,145 shares of common stock into which our Series A preferred stock (including accrued dividends) were convertible as of such date. We have no other securities entitled to vote at the Annual Meeting.

In this proxy statement, we refer to our common stock and our Series A preferred stock together as our “voting stock”, and we refer to holders of shares of our voting stock as our “stockholders”.

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Notice of Internet Availability of Proxy Materials

As permitted by the Securities and Exchange Commission (the “SEC”) rules, Garrett is making this proxy statement and its 2021 Annual Report available to its stockholders electronically via the Internet. On or about April 15, 2022, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our 2021 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2021 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice.

Printed Copies of Our Proxy Materials

If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in those materials.

Voting Your Shares

If you are the record holder of your shares, you may vote in one of four ways. You may vote by submitting your proxy over the Internet, by telephone, or by mail or you may vote electronically during the Annual Meeting.

LOGO By Internet

LOGO By Telephone

LOGO By Mail

LOGO During the Meeting

If you have Internet access, you may vote your shares from any location in the world at www.proxyvote.com by following the instructions on the Internet Notice or proxy card.

You may vote your shares by calling 1-800-690-6903 and following the instructions on the proxy card.

If you received a proxy card by mail, you may vote by completing, dating and signing the proxy card.

If you attend the online Annual Meeting, you may vote electronically on the Annual Meeting page.

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time, on Wednesday, May 25, 2022. We encourage stockholders to submit their proxy via telephone or the Internet.

If the shares you own are held in your bank or brokerage firm account in a fiduciary capacity (typically referred to as being held in “street name”), you can vote by following the directions provided to you by your bank or brokerage firm. If the shares you own are held in street name and you wish to vote electronically at the Annual Meeting, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker.

Attending the Annual Meeting Online

We have decided to hold the Annual Meeting entirely online this year. A virtual meeting enables increased stockholder attendance and participation because stockholders can participate from any location around the world. You may attend the Annual Meeting only if you are a Garrett stockholder who is entitled to vote at the Annual Meeting, or if you hold a valid proxy for the Annual Meeting. You may attend and participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/GTX2022. To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Internet Notice, proxy card, or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” as described below, you

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should contact your broker or other nominee to obtain your 16-digit control number or otherwise vote through the broker or other nominee. You will need to obtain your own Internet access if you choose to attend the Annual Meeting online and/or vote over the Internet. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest”, but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. The meeting webcast will begin promptly at 9:00 a.m. Eastern Time (3:00 p.m. Central Europe Time). We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Eastern Time (2:45 p.m. Central Europe Time) and you should allow ample time for check-in procedures.

Technical Difficulties

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website, and the information for assistance will be located on the Annual Meeting login page.

Questions and Answers During the Annual Meeting

We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as stockholders would have at an in-person meeting. As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer questions submitted during the meeting that are pertinent to the Company and the meeting matters, as time permits. If you wish to submit a question during the Annual Meeting, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/GTX2022, clicking the Q&A button on your screen and typing your question into the provided text field.

We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or company business or are inappropriate. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. Any questions that are appropriate and pertinent to the Annual Meeting will be answered in the live Question and Answer session during the Annual Meeting, subject to time constraints. Any such questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered on our Investor Relations website, https://investors.garrettmotion.com, as soon as practicable after the Annual Meeting.

Additional information regarding the ability of stockholders to ask questions during the Annual Meeting, related rules of conduct, and other materials for the Annual Meeting will be available during the Annual Meeting at www.virtualshareholdermeeting.com/GTX2022.

Recommendations of the Board

At the Annual Meeting, our stockholders will be asked to vote on the proposals set forth below. The Board recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or over the Internet, your shares of voting stock will be voted on your behalf as you direct. If not otherwise specified, the shares of voting stock represented by the proxies will be voted in accordance with the Board’s recommendations as follows:


		“FOR” the election of Daniel Ninivaggi, Olivier Rabiller, D’aun Norman, John Petry, Tina Pierce, Robert Shanks, Steven Silver, Julia Steyn and Steven Tesoriere as directors;

		“FOR” the ratification of the appointment of Deloitte SA as our independent registered public accounting firm for the fiscal year ended December 31, 2022;

		“FOR” the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as disclosed in this proxy statement; and

		In the discretion of the persons appointed as proxies on any other items that may properly come before the Annual Meeting.

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Broker Non-Votes

If the shares you own are held in street name through a bank or brokerage firm, the bank or brokerage firm is required to vote your shares in accordance with your instructions. You should direct your broker how to vote the shares held in your account. Under applicable stock exchange rules, if you do not instruct your broker on how to vote your shares, your broker will be able to vote your shares with respect to certain “routine” matters, but will not be allowed to vote your shares with respect to certain “non-routine” matters. The ratification of the appointment of Deloitte SA as our independent registered public accounting firm is a routine matter. Each other proposal to be voted on at the Annual Meeting is a non-routine matter. Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker has not received voting instructions from the beneficial owner and lacks discretionary voting power to vote those shares.

Revoking Your Proxy or Changing Your Vote

Voting over the Internet or by telephone or execution of a proxy will not in any way affect a stockholder’s right to attend the Annual Meeting and vote electronically. A proxy may be revoked before it is used to cast a vote at the Annual Meeting. If the shares you own are held in your name, you can revoke a proxy by doing one of the following:

•

filing with our Corporate Secretary, at or before the taking of the vote at the Annual Meeting, a written notice of revocation bearing a later date than the proxy;

•

duly executing a later-dated proxy relating to the same shares and delivering it to our Corporate Secretary before the taking of the vote; or

•

attending the Annual Meeting and voting electronically. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting.

Any written notice of revocation or subsequent proxy should be sent to us at the following address: Garrett Motion Inc., Z.A. La Pièce 16, Rolle, Switzerland 1180, Attention: Jérôme Maironi, Corporate Secretary.

If the shares you own are held in street name, you will need to follow the directions provided to you by your bank or brokerage firm to change your vote.

Quorum and Votes Required

The presence electronically or representation by proxy of a majority in voting power of the shares of voting stock of the Company entitled to vote at the Annual Meeting is necessary to establish a quorum. Abstentions and broker non-votes are included in the shares present or represented at the Annual Meeting for purposes of determining whether a quorum is present. If a quorum is not present, the chair of the Annual Meeting may adjourn the meeting until a quorum is obtained.

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The table below sets forth the vote required for the approval of each proposal before the Annual Meeting, and the effect of abstentions and broker non-votes.



Proposal	Votes Required	Effect of Abstentions and Broker Non-Votes

Proposal 1: Election of Directors	Majority of votes cast (votes cast “FOR” each nominee must exceed votes cast “AGAINST”).	No effect.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	Approval of a majority in voting power of the shares of voting stock present virtually or represented by proxy and entitled to vote.	Abstentions will be treated as votes against; no broker non-votes expected.

Proposal 3: Approval, on an Advisory (Non-Binding) Basis, of the Compensation of our Named Executive Officers (“Say-on-Pay Vote”)	Approval of a majority in voting power of the shares of voting stock present virtually or represented by proxy and entitled to vote.	Abstentions will be treated as votes against; broker non-votes will have no effect.

The votes will be counted, tabulated and certified by a representative or appointee of Broadridge Financial Solutions, the Company’s inspector of election for the Annual Meeting. We plan to announce preliminary voting results at the Annual Meeting and we will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC shortly after the conclusion of the Annual Meeting.

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PROPOSAL ONE—ELECTION OF DIRECTORS

The Board has nominated Daniel Ninivaggi, Olivier Rabiller, D’aun Norman, John Petry, Tina Pierce, Robert Shanks, Steven Silver, Julia Steyn and Steven Tesoriere as director nominees for election at the Annual Meeting.

Board Recommendation

Our Board unanimously recommends that you vote “FOR” the election of each of Daniel Ninivaggi, Olivier Rabiller, D’aun Norman, John Petry, Tina Pierce, Robert Shanks, Steven Silver, Julia Steyn and Steven Tesoriere as directors.

Our Board is currently comprised of nine directors. As described in our Second Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) all director nominees will stand for election for one-year terms that expire at the following year’s annual meeting.

If you return a duly executed proxy card without specifying how your shares are to be voted, the persons named in the proxy card will vote to elect all nine nominees as directors. Each nominee currently serves on our Board and each has indicated their willingness to continue to serve if elected. However, if any director nominee should be unable to serve, or for good cause will not serve, the shares of voting stock represented by proxies may be voted for a substitute nominee designated by our Board. Our Board has no reason to believe that any of the nominees will be unable to serve if elected.

Director Resignation Policy

In accordance with our Third Amended and Restated By-laws (our “Bylaws”) and our Corporate Governance Guidelines, upon appointment, election or re-nomination to the Board, directors must agree to submit an irrevocable resignation effective upon the director’s failure to receive a majority of the votes cast in an uncontested election. If a director fails to receive a majority of votes cast, the Board will have 90 days from the date the election results are certified to make a decision whether to accept or reject the resignation. Once the Board makes its decision, the Company will promptly make a public announcement of the Board’s decision. If the Board rejects the resignation, the public announcement will include a statement regarding the reasons for its decision. The Chair of the Nominating and Governance Committee of the Board or, in the event the Chair of the Nominating and Governance Committee did not receive a majority of the votes cast, the independent directors who did receive a majority of the votes cast, has the authority to manage the Board’s review of the resignation. Any director whose resignation is being considered will not participate in any deliberations or vote on whether to accept or reject their own resignation.

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Our Board of Directors

The chart below summarizes the notable skills, qualifications and experience of each of our directors and highlights the balanced mix of skills, qualifications and experience of the Board as a whole. These align with the needs of Garrett’s long-term commercial and strategic goals. This high-level summary is not intended to be an exhaustive list of each director’s skills or contributions to the Board.

Skills/Qualifications/Experience

Daniel
Ninivaggi

Olivier
Rabiller

D’aun
Norman

John
Petry

Tina
Pierce

Robert
Shanks

Steven
Silver

Julia
Steyn

Steven
Tesoriere

Financial Experience

●

Audit Committee Financial Expert

●

Business Strategy

●

Industry Background

●

Board of Directors Experience

●

Technology, Innovation and Security

●

Global Business

●

Public Company Governance and Risk Management

●

Mergers & Acquisitions

●

Current or Former Public or Private Company Executive

●

Diversity

●

The biographies of each of our current directors, who are also our director nominees, are included below. Each of the biographies also highlights specific experience, qualifications, attributes and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board exemplifies the highest standards of personal and professional integrity and the requisite skills and characteristics, leadership traits, work ethic and independence to provide effective oversight.

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Director Biographies

All director nominees to be elected at the 2022 Annual Meeting (subsequent terms to expire in 2023)

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Director Since: 2021

Age: 57

• Board Chairman

Committee Memberships:

• Nominating and Governance Committee

DANIEL NINIVAGGI

Mr. Ninivaggi (Chairman) became a member and Chairman of our Board of Directors in connection with our Emergence in April 2021. He has served as Chief Executive Officer and a director of Lordstown Motors Corporation, a manufacturer of electrically powered vehicles, since August 2021. Previously, Mr. Ninivaggi served as an independent consultant and board member from September 2019 to August 2021. Mr. Ninivaggi served as Chief Executive Officer of Icahn Automotive Group, LLC (“Icahn Automotive”) and Managing Director of Icahn Enterprises L.P. (“IEP”) – Automotive Segment from March 2017 through August 2019. IEP is a publicly traded diversified holding company and Icahn Automotive is a wholly-owned subsidiary of IEP. Prior to that, from February 2014 until March 2017, Mr. Ninivaggi served as Co-Chairman (from May 2015) and Co-CEO of Federal-Mogul Holdings Corp., an $8 billion automotive supplier (subsequently acquired by Tenneco, a publicly traded component supplier to automotive, commercial vehicle and industrial original equipment manufacturers and the independent automotive aftermarket). Mr. Ninivaggi was President and Chief Executive Officer of IEP between 2010 and 2014, at which time IEP operated through ten diverse operating segments. Mr. Ninivaggi has served as a director of numerous other public and private companies, including: Hertz Global Holdings, Inc., a publicly traded car rental company (from September 2014 to June 2021); Metalsa S.A., a privately held manufacturer of frames and other structural components for automotive and commercial vehicles (Advisory Board); Navistar International Corporation, a publicly traded manufacturer of trucks, buses and engines (from August 2017 to October 2018); Icahn Enterprises G.P. Inc., the general partner of IEP (from 2012 to 2015); CVR Energy, Inc., a publicly traded independent petroleum refiner and marketer of high value transportation fuels (from 2012 to 2014); CVR GP, LLC, the general partner of CVR Partners LP, a publicly traded nitrogen fertilizer company (from 2012 to 2014); XO Holdings, a privately held telecommunications company affiliated with IEP (from 2010 to 2014); Tropicana Entertainment Inc., a publicly traded company primarily engaged in the business of owning and operating casinos and resorts (from 2011 to 2015); Motorola Mobility Holdings Inc., a publicly traded mobile phone and electronics manufacturer (from 2010 to 2011); and CIT Group, Inc., a publicly traded bank holding company (from 2009 to 2011). Prior to joining IEP, Mr. Ninivaggi spent six years at Lear Corporation, a publicly traded Tier 1 automotive supplier specializing, at the time, in seating systems, interior components and systems as well as electrical and electronic distribution systems and components. Mr. Ninivaggi began his career at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP before joining Winston & Strawn LLP, where he became partner. He holds a Bachelor of Arts degree from Columbia University, an MBA from the University of Chicago Graduate School of Business, and a Juris Doctor degree (with distinction) from Stanford Law School.

Skills and Qualifications: Mr. Ninivaggi’s qualifications to serve on our Board include his extensive management experience in the automotive industry, his global business experience and his strong leadership skills.

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Director Since: 2018

Age: 51

Committee Memberships:

• None

OLIVIER RABILLER

Mr. Rabiller has served as our President and Chief Executive Officer as well as a member of our Board since the Spin-Off in 2018. Prior to the Spin-Off, Mr. Rabiller served as President and Chief Executive Officer of the Transportation Systems division at Honeywell (NASDAQ: HON) since July 2016. From July 2014 to July 2016, he served as Vice President and General Manager of Transportation Systems for High Growth Regions, Business Development, and Aftermarket. From January 2012 to July 2014, he served as Vice President, General Manager of Transportation Systems Aftermarket. Earlier positions within Honeywell included roles as the Vice President of Sourcing for Transportation Systems for three years; Vice President, European Sales and Customer Management; and Director of Marketing and Business Development for the European region. He joined Honeywell in 2002 as Senior Program Manager and Business Development Manager for Turbo Technologies EMEA. Mr. Rabiller is a director of the Swiss-American Chamber of Commerce, a non-profit organization that facilitates business relations between Switzerland and the United States. From 2012 to 2016, Mr. Rabiller was a director of Friction Material Pacifica, a manufacturer of automotive breaks, in Australia. He holds a Master’s degree in Engineering from École Centrale Nantes and an MBA from INSEAD.

Skills and Qualifications: Mr. Rabiller is qualified to serve as a member of our Board because of his extensive experience at the Transportation Systems division at Honeywell, his background within the automotive industry and his strong leadership abilities.

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Director Since: 2021

Age: 55

Committee Memberships:

• Audit Committee

• Nominating and Governance Committee

D’AUN NORMAN

Ms. Norman became a member of our Board of Directors in connection with our Emergence in April 2021. Ms. Norman retired from Ernst & Young, a leading accounting firm, as an audit partner in 2019, after over 30 years of assurance and advisory experience, including 16 years as a partner specializing in audits of publicly-traded global automotive suppliers and other industrial companies. Ms. Norman’s key audit experiences include her work on Visteon Corporation from 2013 to 2019 following the Ford spinoff and bankruptcy emergence; Federal-Mogul from 2006 to 2014 during its bankruptcy and upon emergence; Cooper Tire from 2008 to 2014 during merger negotiations; and Owens-Illinois from 1988 to 2016 during the leveraged buyout and exit, including transition from public to private status and the subsequent IPO. In addition, Ms. Norman served as Assurance People Leader for EY Michigan and Northwest Ohio area practice and as EY Central Region ASC 606 Revenue Recognition Adoption Leader. She is currently Chair of the Bowling Green State University Alumni Leadership Council where she has served multiple other roles. Ms. Norman has a Bachelor of Science in Business Administration, Accounting from Bowling Green State University and attended the EY Executive Education program at Kellogg School of Management, Northwestern University. She is a Certified Public Accountant and holds an AICPA Certification in Cybersecurity Fundamentals.

Skills and Qualifications: Ms. Norman’s qualifications to serve on our Board include her extensive financial expertise and prior work with automotive industry clients.

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Director Since: 2021

Age: 50

Committee Memberships:

• Nominating and Governance Committee

JOHN PETRY

Mr. Petry became a member of our Board of Directors in connection with our Emergence in April 2021. Mr. Petry founded Sessa Capital IM, L.P. (“Sessa Capital”), an investment advisory firm, in 2012 and currently serves as its Managing Principal. Sessa Capital makes, on behalf of its funds and accounts, concentrated investments in value-oriented equity and debt securities, based on in-depth fundamental research. From 2010-2012, Mr. Petry served as a Principal at Columbus Hill Capital Partners, an investment fund focused on distressed investments. From 1997-2010, Mr. Petry held positions at Gotham Capital, most recently as partner, where he researched companies, invested in securities throughout the capital structure and structured investments in new fund vehicles and asset management business start-ups. Mr. Petry has over 25 years in the finance industry and public market investing, has led activist campaigns, invested in private equity businesses, and has experience with restructurings. Mr. Petry currently chairs two non-profit boards, Education Reform Now, which focuses on federal, state and local education policy, and Only One, which is dedicated to ocean conservation. Mr. Petry received a B.S. in Economics from the University of Pennsylvania, Wharton School.

Skills and Qualifications: Mr. Petry’s qualifications to serve on our Board include his extensive financial and investment expertise, and public and private company advisory experience in business strategy and growth.

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Director Since: 2021

Age: 55

Committee Memberships:

• None

TINA PIERCE

Since January 2020, Ms. Pierce has served as Vice President and Chief Financial Officer (CFO) of Honeywell Performance Materials and Technologies (PMT), a global leader in sustainability and digitization solutions for industrial performance, with sales of $10B in 2021. Since joining Honeywell in 1988, Ms. Pierce has held a series of finance leadership roles of increasing responsibility across multiple industries. From June 2017 to January 2020, she was Vice President & CFO for Honeywell Homes & Buildings Technologies. In this role, she focused on spinning off the Homes business into a new company called Resideo (REZI). She received the Honeywell Senior Leadership Award in 2019. Previously, from July 2014 to June 2017, she served as CFO for Honeywell Process Solutions, UOP and Honeywell Electronic Materials. She brings extensive global experience in over 65 countries and lived in Hong Kong and Singapore. Ms. Pierce is NACD Directorship Certified (NACD.DC) with a Cybersecurity Oversight Certificate from Carnegie Mellon University. Ms. Pierce holds a master’s degree in business administration from Florida State University and a bachelor’s degree in finance from Ball State University. She is a Certified Public Accountant and Certified Management Accountant, and she completed the Northwestern Kellogg School of Management Executive Scholar Program.

Skills and Qualifications: Ms. Pierce’s qualifications to serve on our Board include her financial management skills and her extensive experience managing global businesses.

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Director Since: 2021

Age: 69

Committee Memberships:

• Audit Committee (CHAIR)

• Compensation Committee

ROBERT SHANKS

Mr. Shanks became a member of our Board of Directors in connection with our Emergence in April 2021. Mr. Shanks served as executive vice president and Chief Financial Officer at Ford Motor Company (NYSE: F), an automative manufacturer, from April 2012 through May 2019, when he retired. Prior to that, Mr. Shanks was vice president and controller at Ford, and also served as the company’s Chief Risk Officer. He was appointed a corporate officer of Ford in July 2004, when he was elected to the position of vice president, Operations Support, Finance and Strategy, Ford of Europe and Premier Automotive Group (PAG). Prior to that, Mr. Shanks was CFO for PAG, as well as for Mazda Motor Corporation (OTCMKTS: MZDAY), a multinational automaker. In addition to other finance function in Taiwan’s Ford Lio Ho Motor Company and business development activities in Ford’s Asia-Pacific operations. Mr. Shanks has a bachelor’s degree in Foreign Service from Georgetown University and a master’s degree in International Management from the American Graduate School of International Management.

Skills and Qualifications: Mr. Shanks’ qualifications to serve on our Board include his extensive management experience in the automotive industry and his financial experience as a CFO of a public company.

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Director Since: 2021

Age: 53

Committee Memberships:

• Compensation Committee

STEVEN SILVER

Mr. Silver became a member of our Board of Directors in connection with our Emergence in April 2021. Mr. Silver joined Centerbridge in 2006 and co-heads the firm’s global private equity investing activities. He serves as a member of the firm’s Management Committee and focuses on investments in the Industrials and Consumer sectors. Mr. Silver also currently serves on the Boards of Directors of American Bath Group, a manufacturer of bathing products, FreshDirect, an online grocery delivery service, KIK Custom Products, Inc. (and affiliated entities), a consumer manufacturer, Remedi SeniorCare Holding Corporation, a leading pharmacy innovator servicing long-term care facilities, TriMark USA, LLC, a restaurant supply company and True Food Kitchen Investco LLC (and affiliated entities), a health-driven seasonal restaurant chain. Prior to joining Centerbridge, Mr. Silver was a Managing Director and Partner at Vestar Capital Partners, a private equity investment firm. Mr. Silver began his career as a Member of the Mergers & Acquisitions department of Wasserstein Perella & Co., a boutique investment bank, in New York and London. He holds a B.A. degree from Yale College and an M.B.A. from Harvard Business School with high distinction and as a George F. Baker Scholar.

Skills and Qualifications: Mr. Silver’s qualifications to serve on our Board his extensive financial and investment expertise, and advisory experience in business strategy and growth.

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Director Since: 2021

Age: 46

Committee Memberships:

• Audit Committee

• Compensation Committee (CHAIR)

JULIA STEYN

Ms. Steyn became a member of our Board of Directors in connection with our Emergence in April 2021. Ms. Steyn has served as Chief Commercial Officer at the investment firm VectoIQ since August 2020. Ms. Steyn previously served as CEO of Bolt Mobility, a personal transportation company, from December 2019 through August 2020 and where she currently serves as Non-Executive Chairwoman. Since May 2019, Ms. Steyn has been a Non-Executive Board Member of First Group PLC (OTCMKTS: FGROF) in London, UK, a multi-national transport group that operates transport services in the United Kingdom, Ireland, Canada and the United States. In addition, Ms. Steyn has been a Senior Advisor to McKinsey, a management consulting firm, since May 2019 where she focuses on the mobility space and corporate innovation, and serves as an advisor to several venture capital organizations. Previously, Ms. Steyn worked for almost a decade at General Motors, a car manufacturer, where she was the founder and CEO of Maven, the shared mobility marketplace owned by General Motors. Ms. Steyn joined General Motors in 2012 as vice president, Corporate Development and Global Mergers & Acquisitions. Before joining General Motors, Ms. Steyn was vice president and co-managing director for Alcoa’s Corporate Development group, an aluminum industrial corporation and she also has worked at Goldman Sachs, an investment bank, in key positions in London, Moscow and New York. Earlier in her career, she was a business analyst at A.T. Kearney, a consulting firm. Ms. Steyn has a bachelor’s degree from Oberlin College and an MBA with a concentration in Finance and Accounting from the University of Chicago.

Skills and Qualifications: Ms. Steyn’s qualifications to serve on our Board include her financial expertise and her experience in the transportation sector and with emerging technologies.

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Director Since: 2021

Age: 44

Committee Memberships:

• Nominating and Corporate Governance Committee (CHAIR)

STEVEN TESORIERE

Mr. Tesoriere became a member of our Board of Directors in connection with our Emergence in April 2021. Mr. Tesoriere joined Oaktree, a global asset management firm specializing in alternative investment strategies, in 2016 where he serves as a Managing Director and Co-Portfolio Manager. Prior to Oaktree, Mr. Tesoriere was Managing Principal and Portfolio Manager of Altai Capital Management, an investment manager he co-founded in 2009, which focused on investing in distressed debt and event-driven equities. Prior thereto, Mr. Tesoriere was with Anchorage Capital Group, a registered investment adviser, for six years, where he was a founding analyst. He began his career with Blackstone in the Restructuring and Reorganization Group, an alternative investment management company before working at Goldman Sachs, an investment bank, in distressed debt research. Mr. Tesoriere received a B.S. degree in Commerce with a concentration in finance from the University of Virginia’s McIntire School of Commerce.

Skills and Qualifications: Mr. Tesoriere’s qualifications to serve on our Board include his extensive financial and investment expertise, and advisory experience in business strategy and growth.

None of our directors or executive officers serving during 2021 is or was related by blood, marriage or adoption to any other such director or executive officer.

As described below under “Certain Relationships and Related Person Transactions”, in connection with the Company’s Emergence, the Company entered into to the Investor Rights Agreement and adopted a certificate of designations for the Company’s Series B preferred stock, each of which provides certain investors in the Company with the right to nominate directors to the Board, subject to certain conditions. Pursuant to the Investor Rights Agreement, Steven Silver, Julia Steyn and Robert Shanks were designed as director nominees by Centerbridge, Steven Tesoriere, Daniel Ninivaggi and D’aun Norman were designated as director nominees by Oaktree, and John Petry was designated as a director nominee by the Additional Investors (as defined below). Additionally, pursuant to the certificate of designations of the Company’s Series B preferred stock, Tina Pierce was designated as a director nominee by Honeywell.

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CORPORATE GOVERNANCE

Corporate Governance Highlights



Independent Oversight		7 of 9 directors are independent Independent Chairperson of the Board Regular executive sessions of non-employee directors at Board meetings (chaired by independent Chairperson) and committee meetings (chaired by independent committee chairs) 100% independent Board committees Active Board and committee oversight of the Company’s strategy and risk management

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 directors having attended at least 75% of total number of meetings of the Board and committees on which they serve Annual Board and committee self-evaluations Non-employee 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

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Director Independence

Our Board has determined that each of our directors listed below meet the applicable criteria for independence established by Nasdaq. Olivier Rabiller is not an independent director under Nasdaq rules due to his employment as our Chief Executive Officer and President, and we have determined that Tina Pierce is not an independent under Nasdaq rules due to her employment by Honeywell, with whom we have various contractual arrangements and have made certain payments as described under “Certain Relationship and Related Person Transactions” on page 57 of this proxy statement.



Independent Directors

Daniel Ninivaggi D’aun Norman John Petry	Robert Shanks Steven Silver	Julia Steyn Steven Tesoriere

In arriving at the foregoing independence determinations, the Board reviewed and discussed information provided by the directors with regard to each director’s business and personal activities and any relationships they have with us and our management.

We have also determined that from January 1, 2021 to the date of this proxy statement, each of the following past directors was independent while serving on our Board, according to our Corporate Governance Guidelines and the criteria for independence established by applicable listing standards: Messrs. Carsten J. Reinhardt, Jerome Stoll and Scott A. Tozier, and Mses. Maura J. Clark, Courtney M. Enghauser and Susan L. Main.

Board Leadership Structure

We do not have any fixed rule as to whether our Chairperson and Chief Executive Officer positions should be separate, or whether our Chairperson should be an employee or elected from among non-employee directors. We believe that it is in the best interests of the Company to have the flexibility to evaluate its leadership structure over time as part of Garrett’s ongoing succession planning process. In the event that, in the future, the Chairperson of the Board is not an independent director, our Corporate Governance Guidelines provide that an independent “Lead Director” will be elected from among the independent directors.

The Board has determined that the best leadership structure for Garrett at this time is to separate the positions of Chairperson and Chief Executive Officer, with an independent Chairperson leading the Board. We believe this structure enhances the Board’s ability to exercise independent oversight of management as Garrett navigates the early stages of life as an independent public company. During this crucial and transformative period, the duties of Chairperson of the Board and Chief Executive Officer are particularly demanding.

Board Meetings and Attendance

Board members are expected to prepare for, attend and participate in all meetings of the Board and committees on which they serve. During the fiscal year ended December 31, 2021, there were 21 meetings of the Board, 11 of which took place following our Emergence. During 2021, each incumbent director attended at least 75% of the aggregate of the total number of Board meetings and committee meetings on which he or she then served that were held during the period of such director’s service. We do not maintain a formal policy regarding director attendance at the annual meeting; however, it is expected that, absent compelling circumstances, directors will attend. We did not hold an annual meeting in 2021 due to our Emergence.

Executive Sessions of Non-Employee Directors

As provided in the Corporate Governance Guidelines, the Board holds executive sessions of its non-employee directors on at least a quarterly basis, including at least one executive session of independent directors annually. Over the course of each year, the topics of discussion in executive sessions of non-employee directors will include

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management performance and succession plans, Board compliance with the Company’s corporate governance policies and the needs of the Board. Daniel Ninivaggi, the independent Chairperson of the Board, currently presides over executive sessions. Our Corporate Governance Guidelines provide that, if we have a Lead Director, the Lead Director will preside over executive sessions.

Director Orientation and Continuing Education

The Board views orientation and continuing education as vital tools for building an effective Board. We provide all new directors, upon joining the Board, with an orientation session regarding the Board and the Company’s operations. The orientation consists of presentations by members of senior management on the Company’s strategic plans, financial statements and key issues, policies and practices. We also periodically provide materials, updates and presentations, including in regular Board and committee meetings, or provided by qualified third parties, to all directors on issues and subjects that assist them in fulfilling their responsibilities, such as key industry developments and the competitive landscape. The Board also periodically visits our facilities around the globe. In 2021, the Board adopted a formal policy on director education articulating the Board’s belief that our stockholders are best served by a Board comprised of individuals who are well versed in modern principles of corporate governance and other subject matters relevant to their board service, and who thoroughly comprehend the roles and responsibilities of an effective board in the oversight of the Company. This policy provides for the reimbursement to directors of certain expenses associated with directors’ attendance at seminars, conferences and other continuing education programs designed for directors of public companies.

Board Refreshment

The Board will regularly assess its composition to identify the qualifications and skills that directors and candidates should possess. To promote thoughtful Board refreshment, we have:

•

adopted a retirement age policy under which non-employee directors will serve only until the annual meeting of stockholders immediately following their 75^th birthday, unless otherwise approved by the Board;

•

developed a comprehensive Board succession planning process; and

•

implemented an annual Board and Committee self-assessment process.

We believe that, over time, the Board will benefit from a mix of new directors, who will bring fresh ideas and viewpoints, and longer-serving directors who will have developed deep insight into the Company’s business and operations.

Comprehensive, Ongoing Process for Board Succession Planning and Selection and Nomination of Directors

As provided in our Corporate Governance Guidelines, the Board, together with the Nominating and Governance Committee, is responsible for annually evaluating the requisite skills and characteristics of Board members, as well as its composition as a whole to ensure the overall Board composition, as well as the perspective and skills of its individual members, will effectively support Garrett’s growth and commercial strategy, as well as effectively oversee risk management, capital allocation and management succession. The Board’s assessment includes a consideration of independence, diversity, age, skills, experience and industry backgrounds in the context of the needs of the Board and the Company, as well as the ability of members (and any candidates for membership) to devote sufficient time to performing their duties in an effective manner.

Each year, the Nominating and Governance Committee assesses the directors to be nominated for election by stockholders at the annual meeting. To ensure that the Board evolves in a manner that serves the business and strategic needs of the Company, before recommending for re-nomination a slate of incumbent directors for an additional term, the Nominating and Governance Committee evaluates whether incumbent directors possess the requisite skills and perspective, both individually and collectively. At a minimum, directors are expected to exemplify high standards of personal and professional integrity and to constructively challenge management through their

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active participation and questioning. The Board also considers the other demands on the time of a candidate, and with respect to current members of the Board, their attendance at, preparedness for and participation in, Board and committee meetings. The Nominating and Governance Committee has responsibility for periodically identifying and recruiting new members to the Board based on needs and skills identified through discussions with the Chairperson of the Board, the Chief Executive Officer, the Lead Director (if any) and other Board members. When these needs arise, we anticipate that potential candidates meeting these criteria will be identified either by professional recruiting agencies, reputation or existing Board members. Candidates will be interviewed by the Chairperson, Chief Executive Officer, Lead Director (if any) and other members of the Board, as appropriate, to ensure that candidates not only possess the requisite skills and characteristics but also the personality, leadership traits, work ethic and independence to effectively contribute as a member of the Board.

Board Diversity Matrix as of April 8, 2022


Total Number of Directors	9
	Female	Male	Non-Binary	Did Not Disclose Gender

Gender Identity

Directors	3	6	0	0

Demographic Background

African American or Black	0	0	0	0

Alaskan Native or Native American	0	0	0	0

Asian	0	0	0	0

Hispanic or Latinx	0	0	0	0

Native Hawaiian or Pacific Islander	0	0	0	0

White	3	5	0	0

Two or More Races or Ethnicities	0	0	0	0

LGBTQ+	1

Did Not Disclose Demographic Background	1

The Company believes that a Board made up of highly qualified individuals from diverse backgrounds promotes better corporate governance and performance and effective decision-making and thus has included diversity as a factor that will be taken into consideration by the Nominating and Governance Committee and the Board when identifying director candidates and recommending or selecting nominees for election by stockholders. As of the date of this proxy statement, the Board does not have a formal policy with respect to diversity, but strives to maintain a Board in which each gender represents at least 33% of independent directors.

Stockholder Recommendations and Nominations of Director Candidates

Stockholders may recommend individuals to the Nominating and Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Governance Committee, c/o Secretary, Garrett Motion Inc., Z.A. La Pièce 16, Rolle, Switzerland 1180. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided within a reasonable amount of time before we plan to file our proxy statement, the Nominating and Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

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Stockholders also have the right under our Bylaws to directly nominate director candidates for inclusion in our proxy statement, without any action or recommendation on the part of the Nominating and Governance Committee or the Board, by following the procedures set forth in our Bylaws that are described below under the heading “Additional Information—Stockholder Proposals and Director Nominations.”

Corporate Governance Documents

We believe that good corporate governance is important to ensure that Garrett is managed for the long-term benefit of our stockholders. Our Nominating and Governance Committee periodically reviews and reassesses our Corporate Governance Guidelines, other governance documents and overall governance structure. Complete copies of our Corporate Governance Guidelines and committee charters are available on the “Investors—Leadership & Governance” section of our website at www.garrettmotion.com. Alternatively, you may request a copy of any of these documents by writing to Garrett Motion Inc., Attention: Jérôme Maironi, Corporate Secretary, Z.A. La Pièce 16, Rolle, Switzerland 1180.

Code of Business Conduct

The Board has adopted a written code of ethics (the “Code of Business Conduct”), which applies to all of our employees, officers and directors. Our Code of Business Conduct is available in the “Investors—Leadership & Governance” section of our website at www.garrettmotion.com. In addition, we intend to post on our website all disclosures that are required by law or the Nasdaq listing rules concerning any amendments to, or waivers from, any provision of our Code of Business Conduct.

Board Committees

Our Board has established three standing committees—the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee (collectively, the “Committees”)—each of which operates under a charter that has been approved by our Board. Current copies of the Audit Committee, Compensation Committee, and Nominating and Governance Committee charters are posted on the “Investors—Leadership & Governance” section of our website located at www.garrettmotion.com.

Our Board has determined that all of the members of each of the Committees are independent as defined under applicable Nasdaq rules. In addition, all members of the Audit Committee meet the heightened independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all members of the Compensation Committee satisfy the heightened independence requirements of the Nasdaq rules specific to the independence of compensation committee members.

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	Committee Membership

Name	Audit Committee	Compensation Committee	Nominating and Governance Committee

Daniel Ninivaggi (Board Chairperson)

D’aun Norman

John Petry

Tina Pierce

Olivier Rabiller

Robert Shanks

Steven Silver

Julia Steyn

Steven Tesoriere



= Committee Chair							= Member

Audit Committee

Met 6 times in 2021 (4 times following Emergence, 2 times prior to Emergence)

Current Committee Members:

Robert Shanks (CHAIR)

Julia Steyn
D’aun Norman

Primary Responsibilities Include:

• Reviewing audits of the Company’s financial statements, and other matters related to the conduct of the audit, and recommending to the Board whether the audited financial statements should be included in our Annual Report on Form 10-K;

• Preparing the Audit Committee report to be included in our proxy statement;

• Reviewing with management and the independent auditor our annual and interim financial statements;

• Reviewing and discussing the types of information to be disclosed and the types of presentations to be made in connection with earnings releases and financial information and earnings guidance provided to analysts and ratings agencies;

• Appointing our independent auditor and approving all audit engagement fees and non-audit engagements with the independent auditor;

• Evaluating, at least annually, the independent auditor’s performance;

• Overseeing the work of our independent auditor;

• Developing and approving policies and procedures for the review, approval or ratification of related person transactions;

• Overseeing the independence of the Company’s independent auditor, including receiving communications from the independent auditor regarding its communications with the committee concerning independence, discussing with the independent auditor their independence, and ensuring compliance with any audit partner rotation requirements;

• Pre-approving all non-audit engagements and fees with the independent auditor;

• Reviewing certain reports of the independent auditor and the internal auditor, including reports from the independent auditor relating to its internal quality procedures, and reports from the internal auditor related to the adequacy of the Company’s internal controls, disclosure processes and procedures;

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• Considering and reviewing, in consultation with the independent auditor and the internal auditor, the Company’s internal audit function, including its scope, plan, budget, activities, organizational structure and staffing;

• Reviewing on an annual basis the performance of the internal audit function, and receiving reports from the internal auditor on the status of significant findings, recommendations and management’s responses;

• Establishing clear hiring policies regarding employees or former employees of the independent auditor;

• Reviewing and discussing, with management as appropriate, our major enterprise and financial risk (including cybersecurity) exposures, assessment, management policies; and reviewing the internal control report prepared by management;

• Establishing procedures for the confidential anonymous submission by employees, and receipt, retention and treatment of, accounting and auditing related concerns and complaints;

• Reviewing material legal and compliance matters and our integrity and compliance program periodically with management;

• Reviewing and discussing the Company’s plans, practices and policies concerning significant financial matters including: (1) the Company’s financial condition, liquidity and funding needs and (2) make recommendations to the Board concerning proposed equity, debt or other securities offerings or other significant credit programs, (3) hedging policies; (4) make recommendations regarding dividend strategy, stock repurchases and tax strategy; and

• Undertaking an annual performance evaluation of the activities of the committee, including the committee’s responsibilities as set forth above.

Financial Expertise and Independence

All members of the Audit Committee meet the independence standards of the Nasdaq and the SEC, as well as the financial literacy requirements of Nasdaq. The Board has determined that each of Mr. Shanks and Ms. Norman qualifies as an “audit committee financial expert” as defined by SEC rules. No Audit Committee member currently serves on the audit committees of more than three public companies.

Report

The Report of the Audit Committee is set forth beginning on page 66 of this proxy statement.

Nominating and Governance Committee

Met 6 times in 2021 (4 times following Emergence, 2 times prior to Emergence)

Current Committee Members:

Steven Tesoriere (CHAIR)

Daniel Ninivaggi

D’aun Norman

John Petry

Primary Responsibilities Include:

• Reviewing and making recommendations to the Board regarding its size, composition and organization, qualifications and criteria of directors, procedures for stockholder suggestion or nomination of candidates for director, retirement of directors, the compensation and benefits of non-employee directors, stock ownership guidelines applicable to non-employee directors, the conduct of business or other transactions between the Company and any person or entity affiliated with a director, and the structure, composition and membership of the Board’s committees;

• Identifying and recommending to the Board qualified director candidates and recommending actions regarding third-party nominations;

• Reviewing the Company’s management development program, including executive succession plans and making recommendations to the Board relating to the election of the Company’s officers in coordination with the Compensation Committee;

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• Overseeing the succession planning process for our officers, in coordination with the Compensation Committee;

• Overseeing and reporting to the Board regarding an annual evaluation of the Board and the Committees;

• Reviewing and assessing the adequacy of our Corporate Governance Guidelines and governance structure;

• Overseeing the director orientation and continuing education programs;

• Reviewing and reporting to the Board regarding matters relating to the Company’s role as a responsible corporate citizen, including health, safety and environmental matters, equal employment opportunity and other matters, including the Company’s Code of Business Conduct; and

• Undertaking an annual performance evaluation of the activities of the committee, including the committee’s responsibilities as set forth above.

Independence

The Nominating and Governance Committee is comprised entirely of directors who are independent under the Nasdaq rules.

Compensation Committee

Met 3 times in 2021 (3 times following Emergence, 0 times prior to Emergence)

Current Committee Members:

Julia Steyn (CHAIR)

Steven Silver and

Robert Shanks

Primary Responsibilities Include:

• Reviewing and making recommendations to the Board regarding corporate goals and objectives relevant to compensation of our Chief Executive Officer, evaluating their performance and determining and approving, together with the independent directors, their compensation;

• Reviewing and making recommendations to the Board regarding the individual goals and objectives of the other executive officers and reviewing and setting annual salary and remuneration, including incentive compensation plans and equity-based plans, for all officers;

• Reviewing and making recommendations to the Board regarding proposed actions under our incentive compensation plans and equity-based plans for senior level employees;

• Reviewing the management development program and overseeing the succession planning process for our officers, in coordination with the Nominating and Governance Committee;

• Reviewing and administering our bonus, stock and other benefits plans, as may be provided in any such plans or deemed appropriate by the Board;

• Reviewing and approving Company employment agreements and compensatory transactions with executive officers of the Company;

• Establishing and reviewing perquisite benefits policies;

• Overseeing and making recommendations to the Board with respect to the Company’s stock ownership guidelines, share retention policy and clawback policy for the Company’s executive officers;

• Reviewing and discussing annually with management our “Compensation Discussion and Analysis,” and recommending to the Board whether such section should be included in the Company’s Annual Report on Form 10-K and annual proxy statement;

• Reviewing and making recommendations to the Board regarding the frequency of say-on-pay votes, taking into account the results of the most recent say-on-pay frequency vote, and reviewing and approving the proposals regarding say-on-pay votes and say-on-pay frequency votes to be included in the Company’s annual proxy statement; and

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• Undertaking an annual performance evaluation of the activities of the committee, including the committee’s responsibilities as set forth above.

Independence

The Compensation Committee is comprised entirely of directors who are independent under the Nasdaq rules, including the rules specific to membership on a compensation committee, and are “non-employee directors” under Section 16 of the Exchange Act.

Delegation Authority

The Compensation Committee may form and delegate authority to subcommittees, including a subcommittee consisting of two or more individuals who qualify as non-employee directors under Section 16 the Exchange Act.

Role of Management and Compensation Consultant

For information regarding the role of management and our compensation consultant Meridian Compensation Partners (“Meridian”) in setting compensation see “Executive Compensation–Role of Management” and “Executive Compensation–Role of Independent Compensation Consultant” below.

Report

The Compensation Committee Report is set forth beginning on page 39 of this proxy statement.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee currently consists of Robert Shanks, Steven Silver and Julia Steyn, who serves as chair. No member of our Compensation Committee is or has been an officer or employee of the Company.

During 2021, none of our executive officers served as a member of the Board or Compensation Committee, or other committee serving an equivalent function, of any other entity that has, or that at the time had, one or more of its executive officers serving as a member of our Board or Compensation Committee.

The Board’s Role in Risk Oversight

The Board recognizes that the achievement of our strategic and commercial objectives involves taking risks and that those risks may evolve over time. The Board has oversight responsibility for Garrett’s risk management, which is designed to identify, assess, and communicate these risks across the Company’s operations, and foster a corporate culture of integrity and risk awareness. Consistent with this approach, one of the Board’s primary responsibilities includes reviewing assessments of, and advising management with respect to, significant risks and issues facing the Company.

In addition, the Board has tasked designated committees of the Board to assist with the oversight of certain categories of risk management, and the committees report to the Board regularly on these matters.

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The Audit Committee reviews and discusses, with management as appropriate, our major financial and enterprise risk (including cybersecurity) exposures, assessment and management policies;

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The Compensation Committee, in approving and evaluating the Company’s executive compensation plans, policies and programs, takes into account the degree of risk to the Company that such plans, policies and programs may create and assists the Board in fulfilling its oversight responsibilities with respect to succession planning for our executive officers; and

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The Nominating and Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, succession planning for our directors and executive officers, and our overall governance structure, and also by reviewing our Code of Business Conduct, which creates a foundation for our compliance program.

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Our Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.

Corporate Responsibility

Garrett’s mission to enable cleaner, safer vehicles is at the heart of its contribution to society. We develop solutions for the auto industry’s most pressing sustainability issues, from emissions reduction to vehicle cybersecurity. Corporate responsibility is therefore a priority for the Company and the Board. The Board is responsible for promoting corporate responsibility and sustainability as well as monitoring adherence to Company standards. The Board manages oversight of sustainability through a Sustainability Committee, which is comprised of senior leaders who assess and prioritize topics that are material for the business.

Garrett articulates its commitments to social and environmental considerations in the communities in which it operates in the Company’s Code of Business Conduct, which can be found on our website at www.garrettmotion.com under “Investors—Leadership & Governance”.

The Company published its first sustainability report in 2021 and intends to annually report progress on its sustainability commitments. Our sustainability report is available on our website at https://www.garrettmotion.com/corporate/sustainability/.

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Sustainability Commitments

Our WeCare4 sustainability approach, defined in 2019 following Garrett’s first materiality assessment, focuses on two essential building blocks required to successfully achieve our mission:

Culture of innovation

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Developing our people

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We encourage our employees to fulfill their potential and support their development through a comprehensive annual performance review and objective-setting process, training and development opportunities, including a catalogue of approximately 1,000 web-based learning modules, and leadership training for managers.

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Our Diversity and Inclusion Committee drives a global network of diversity and inclusion champions and policy improvements, as well as awareness activities such as unconscious bias training and cultural adaptation online learning.

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World-class health and safety considerations are integrated into Garrett’s procedures and processes. Health and safety are an integral aspect of the design of our products, processes and services, and the lifecycle of our products.

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Our management systems apply a global standard that provides protection of human health during normal and emergency situations.

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Educating future innovators

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Garrett places a high value on Science, Technology, Engineering and Math (“STEM”) research and learning opportunities that provide young people with the skills needed to develop the future of sustainable mobility. The Company sponsors higher education institutes in several countries to further critical research in technical areas and provide students with opportunities to study STEM programs.

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We support STEM awareness in our host communities, holding regular open days for school children with a specific focus on encouraging girls to take an interest in STEM.

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The Company launched its Internship and graduate program in 2019 and sponsors Formula SAE and Formula Student teams in several countries.

Responsible operations

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Managing our environmental footprint

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As a company whose products help reduce harmful emissions from vehicles, we are committed to reducing the impact of our operations on the environment. Garrett applies global standards governing environmental impact as part of our lifecycle management, assessing end-to-end performance from design to manufacturing and service support.

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All of our sites are certified ISO 14001, with 12 of 13 manufacturing sites certified ISO 50001. We have annual targets to reduce, reuse and recycle waste, and reduce water use and have implemented several renewable energy and efficiency projects to reduce our CO₂ emissions.

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Garrett submitted its first CDP Climate Change report in 2019.

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Behaving ethically

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Garrett ensures compliance and integrity both internally and externally through the adoption of best-in-class, robust practices, codes of conduct and policies which bind the directors, officers and employees of Garrett and its subsidiaries as well as our suppliers, vendors and other providers. These are available on our website and/or have been filed by Garrett with the SEC.

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The Garrett Code of Business Conduct covers topics such as child and forced labor, external stakeholder human rights and working conditions.

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Garrett has adopted a Supplier Code of Conduct that provides clear expectations for suppliers to ensure they treat their employees with dignity and respect. Garrett is committed to the responsible sourcing of tantalum, tin, tungsten and gold (“3TG”) throughout our global supply chain and to compliance with the SEC’s Conflict Mineral Rules.

Garrett’s Board provides oversight of management’s Environmental, Social and Governance (ESG) initiatives, including over the design, implementation and monitoring of our WeCare4 sustainability approach.

Prohibition of Hedging or Pledging the Company’s Securities

We believe it is improper and inappropriate for any person associated with Garrett to engage in short-term or speculative transactions involving the Company’s securities. Directors, officers and employees of the Company are therefore prohibited from engaging in short sales, and from pledging and buying or selling puts, calls, options or other derivative securities of the Company.

Our securities trading policy also prohibits directors and executive officers from purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of the Company’s equity securities whether they are granted to such director or executive officer by the Company as part of such person’s compensation or otherwise held, directly or indirectly, by such director or executive officer.

Communications with Directors

Stockholders and other interested parties who wish to send communications to the non-management directors as a group, any individual director or the full Board should address such communications to Jérôme Maironi, Corporate Secretary, Garrett Motion Inc., Z.A. La Pièce 16, Rolle, Switzerland 1180. All communications, except for marketing and advertising materials, will be forwarded to the appropriate individual(s).

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Our Executive Officers

The following table sets forth the names, ages and positions of our current executive officers:



Name	Age	Position

Olivier Rabiller*	51	President & Chief Executive Officer

Craig Balis	57	Senior Vice President & Chief Technology Officer

Sean Deason	50	Senior Vice President & Chief Financial Officer

Daniel Deiro	49	Senior Vice President, Global Customer Management & General Manager, Japan/Korea

Joanne Lau	45	Chief Accounting Officer and Corporate Controller

Thierry Mabru	54	Senior Vice President, Integrated Supply Chain

Jérôme Maironi	56	Senior Vice President, General Counsel & Corporate Secretary

Fabrice Spenninck	53	Senior Vice President & Chief Human Resources Officer

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SEC Form DEF 14A filed by Garrett Motion Inc.