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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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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION



Dear Garrett Stockholder,
As we prepare for our 2024 Annual Meeting of Stockholders on May 29, I want to highlight Garrett Motion's strong performance and strategic progress in 2023. In an uncertain macro environment, we achieved strong financial results, maintained our leadership in turbo and hybrid technologies and accelerated innovations in differentiated zero emission solutions, while at the same time returning capital to shareholders.
Capital Allocation to Enhance Shareholder Value
In 2023, we took the final step in normalizing our capital structure, triggering the conversion of all shares of Series A preferred stock to common stock. The conversion eliminated the 11% Series A preferred dividend, providing substantial net cash flow benefits, and transitioned us to having a single class of stock with enhanced liquidity and a multi-billion dollar equity market capitalization. Our strong free cash flow also enabled us to repurchase $213 million of common stock post conversion of the Series A preferred shares though our share buy-back program. This was achieved while supporting the business in the continued expansion of turbo and hybrid technologies, and investing more than 50% of our research and development budget in differentiated zero emission solutions.
Investing in the Future Amidst Growth
Garrett generated $3.9 billion in net sales in 2023, an 8% increase from the previous year. This growth, propelled by global light vehicle demand and successful inflation recovery efforts, was slightly offset by foreign exchange headwinds. Our disciplined and variable cost structure led to net income of $261 million, operating cash flow of $465 million, Adjusted EBITDA of $635 million, and Adjusted Free Cash Flow of $422 million. Our innovation trajectory included the expansion of our turbo offerings in hybrid and alternative fuel applications, alongside several series production awards for fuel cell applications and multiple pre-development contracts for our differentiated zero emission technologies.
Corporate Citizenship and ESG Commitments
Our mission to deliver solutions for emission reduction and energy efficiency is aligned with our 2030 scope 1+2 carbon reduction target, and reflects Garrett's ongoing commitment to corporate citizenship and environmental stewardship. We continue to invest in creating sustainable mobility solutions through environmentally responsible practices. Our initiatives in turbocharging, electrification, and software solutions aim to address the automotive and other industry sectors most pressing sustainability challenges, furthering our mission to be a responsible and respected corporate citizen.
Looking forward to 2024, Garrett is poised to maintain strong financial performance in a challenging industry landscape. We remain committed to sustaining our turbo and hybrid leadership, expanding our presence in zero emission innovations, strengthening our balance sheet, and returning capital to shareholders.
I look forward to your virtual attendance to our Annual Meeting and thank you for your continuing support of Garrett Motion.
Sincerely,



Daniel Ninivaggi
Non-Executive Chairman of the Board
(1) See non-GAAP Annex

Garrett Motion Inc.

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Dear Garrett Stockholder,
It is my pleasure to extend an invitation to you for Garrett Motion’s Annual Meeting of Stockholders, scheduled for Wednesday, May 29, at 8:30 a.m. Eastern Time (2:30 p.m. Central Europe Time). This year, we will again host a fully virtual meeting via live webcast, allowing you to participate in the annual meeting online, submit your questions during the meeting, and ask questions from wherever you are. Access to the meeting will be available at www.virtualshareholdermeeting.com/GTX2024. For details on attending and participating, please refer to the “General Information About Voting and the Annual Meeting” section in the enclosed proxy statement.
In line with the U.S. Securities and Exchange Commission’s Notice and Access rules, we offer our Annual Report and proxy materials to our stockholders electronically. This method of delivery not only ensures you receive our materials promptly but also aligns with our commitment to cost efficiency and environmental sustainability by reducing the need for paper.
Ensuring your shares are represented and voted at the Annual Meeting is critical, even if you do not plan on attending electronically. The proxy statement accompanying this letter provides detailed information on the agenda items for your vote, along with comprehensive instructions on how to vote via telephone, the Internet, or by submitting your proxy. Should you have already received our Notice of Internet Availability of Proxy Materials, you will find therein the necessary instructions for voting. We encourage you to review all materials thoroughly.
Your investment in Garrett Motion is greatly valued, and we thank you for your ongoing support.
Warm regards,



Olivier Rabiller
President & Chief Executive Officer



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GARRETT MOTION INC.
La Pièce 16
Rolle, Switzerland 1180
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 29, 2024
2024 Annual Meeting Information
 


Time
8:30 a.m. Eastern Time (2:30 p.m. Central
Europe Time)

Date
Wednesday, May 29, 2024

Place
Online only via live webcast at www.virtualshareholdermeeting.com/GTX2024
 
To our stockholders:
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of stockholders of Garrett Motion Inc., or the Annual Meeting, will be held on Wednesday, May 29, 2024 at 8:30 a.m. Eastern Time (2:30 p.m. Central Europe Time). The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GTX2024 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 2025 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, 2024
3
The approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as disclosed in this proxy statement
4
The approval of an amendment to our Certificate of Incorporation to lower the stockholder vote required to remove directors and amend the by-laws of the Company, and to make other non-substantive amendments including to remove obsolete provisions and make conforming changes
5
The approval of an amendment to our Certificate of Incorporation to provide for officer exculpation to the extent permitted under Delaware law
6
The approval of an amendment to our Certificate of Incorporation to permit stockholders to call special meetings
The stockholders will also act on any other business that may properly come before the Annual Meeting or any postponement, continuation or adjournment thereof.

Garrett Motion Inc.

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Stockholders of record at the close of business on Tuesday, April 2, 2024, are entitled to notice of, and to vote at, the Annual Meeting or any postponement, continuation or adjournment thereof. Your vote is important regardless of the number of shares you own.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of stockholders to be held on May 29, 2024. The notice of meeting, proxy statement, and 2023 Annual Report on Form 10-K are available free of charge at proxyvote.com and at investors.garrettmotion.com.
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 [  ], 2024


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Garrett Motion Inc.

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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, 2023 (the “2023 Annual Report”) carefully before voting.
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.
Proposal 1
 
Board Recommendation and Page No.
Election of nine directors for a one-year term ending at the 2025 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 and Director Nominees
 
 
 
 
Committee Membership
Name
Primary Occupation
Age*
Independent
A
C
G
F
Director Nominees
Daniel Ninivaggi (Non-Executive Chairman)
Retired, Formerly Icahn Enterprises Executive
59
 
 
CHAIR
Paul Camuti
Executive Vice President, Chief Technology and Sustainability Officer, Trane Technologies
62
Joachim Drees
Managing Director, JD Invest & Advisory GmbH and Drees Beteiligungs GmbH
59
 
 
 
 
Kevin Mahony
Managing Director, Centerbridge
36
D’aun Norman
Retired, Formerly Partner, EY
57
•+
 
 
Olivier Rabiller
President and Chief Executive Officer, Garrett
53
Robert Shanks
Retired, Formerly Vice President and CFO, Ford Motor Company
71
CHAIR+
 
 
Julia Steyn
Chief Commercial Officer, VectoIQ
48
CHAIR
Steven Tesoriere
Managing Director, Oaktree
46
 
 
CHAIR
Director Not Standing for
Re-Election
Tina Pierce
Vice President and Chief Financial Officer, Honeywell Industrial Automation
57
 
 
 
CHAIR = Committee Chair    + = Audit Committee Financial Expert   A = Audit Committee
C = Talent Management and Compensation Committee   F = Finance Committee   G = Nominating and Governance Committee
* Ages are as of April [ ], 2024

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Director Nominee 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 nominees for director 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.


Independence and Expertise of Our Director Nominees
8 of 9 Director nominees are independent
2 of 3 Audit Committee members are financial experts
Balanced Mix of Skills, Qualifications and Experience of Our Director Nominees

Board and Committee Meeting Attendance Rate
75%
All of our incumbent directors attended at least 75% of Board meetings and the meetings of the committees on which they served in 2023 that were held during the period of such director’s service.

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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
  8 of 9 director nominees are independent
  8 of 9 directors currently serving are independent
  Non-Executive Chairperson of the Board
  Regular executive sessions of non-employee directors at Board meetings (chaired by Non-Executive Chairperson) and committee meetings (chaired by independent committee chairs)
  Fully independent Audit, Talent Management and Compensation, and Nominating and Governance 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
  33% of director nominees are diverse
  Highly engaged Board with all incumbent directors having attended at least 75% of the meetings of the Board and committees on which they served during 2023 that were held during the period of such director’s service
  Annual Board and committee self-evaluations
  Non-employee directors serve until the next annual meeting of stockholders following their 75th birthday, 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
  One class of voting stock, with each share of common stock entitled to one vote
  No poison pill
  No supermajority voting provisions
  No fee-shifting provisions

Garrett Motion Inc.
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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 all employees, officers and directors
  Ethics training annually for all employees
  Securities Trading Policy prohibits hedging and pledging by directors and executive officers, and prohibits short sales 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 named executive officers
  Responsible corporate citizenship and environmental initiatives
  In 2023, reviewed our by-laws and charter for consistency with market practice and good governance, and recommended certain changes including the charter amendments proposed in this proxy statement
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, 2024
The Board recommends a vote “FOR” this proposal
See “Proposal Two—Ratification of Appointment of Independent Registered Public Accounting Firm” beginning on page 67 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 (“Say-on-Pay Vote”)
The Board recommends a vote “FOR” this proposal
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 69 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. 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 2023 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 as well as developing and implementing a balanced capital allocation framework;
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.
2024 Executive Compensation Program
In designing our executive compensation program for 2024, the Talent Management and Compensation Committee built on the guiding principles of our 2023 compensation program, including a pay-for-performance philosophy, strong governance practices and aligning interests with those of our stockholders. In particular, the Talent Management and 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 2024 executive compensation program:
Commitment to Pay-for-Performance Incentive Program
  75% of our annual Short-Term Incentive Compensation Plan (“ICP”) for 2024 is based on pre-established objective Company performance criteria, the remaining 25% is determined by the Talent Management and Compensation Committee based on achievement of individual performance goals. Individual payout amounts for our NEOs (excluding our CEO) are recommended by our Chief Executive Officer based on achievement of individual performance goals and approved by the Talent Management and Compensation Committee and by the Board. Individual payout levels for our CEO are allocated and approved by the Talent Management and Compensation Committee and by the Board.
  Company performance criteria for the 2024 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 invest in new product innovation, deleverage and return capital to shareholders.
  Performance goals were set at challenging levels that will require the Company to achieve significant operational and financial targets as well as develop organic growth priorities.
Strong Compensation Governance
  Stock ownership guidelines for executives and directors, including a requirement of 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.
  We maintain a clawback policy that requires certain cash and equity incentive compensation to be repaid to the Company by its executive officers in the event the Company is required to prepare an accounting restatement that would have resulted in an overpayment.

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Proposal 4
Board Recommendation and Page No.
Approval of an amendment to our Certificate of Incorporation to lower the stockholder vote required to remove directors and amend the by-laws of the Company, and to make other non-substantive amendments including to remove obsolete provisions and make conforming changes
The Board recommends a vote “FOR” this proposal
See “Proposal 4—Approval of an amendment to our Certificate of Incorporation to lower the stockholder vote required to remove directors and amend the by-laws of the Company, and to make other non-substantive amendments including to remove obsolete provisions and make conforming changes” beginning on page 70 of this proxy statement
Proposal 5
Board Recommendation and Page No.
Approval of an amendment to our Certificate of Incorporation to provide for officer exculpation to the extent permitted under Delaware law
The Board recommends a vote “FOR” this proposal
See “Proposal 5—Approval of an amendment to our Certificate of Incorporation to provide for officer exculpation to the extent permitted under Delaware law” beginning on page 72 of this proxy statement
Proposal 6
Board Recommendation and Page No.
Approval of an amendment to our Certificate of Incorporation to permit stockholders to call special meetings
The Board recommends a vote “FOR” this proposal
See “Proposal 6—Approval of an amendment to our Certificate of Incorporation to permit stockholders to call special meetings” beginning on page 74 of this proxy statement

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GARRETT MOTION INC.
La Pièce 16
Rolle, Switzerland 1180
PROXY STATEMENT
For the 2024 Annual Meeting of Stockholders
To be held on Wednesday, May 29, 2024
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 Garrett Motion Inc. (the “Company”, “Garrett”, “we” or “us”), for use at the 2024 Annual Meeting of stockholders (the “Annual Meeting”) to be held on Wednesday, May 29, 2024 at 8:30 a.m. Eastern Time (2:30 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/GTX2024 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.
This proxy statement, proxy card and our 2023 Annual Report will be released on or about April [ ], 2024.
Important Notice Regarding the Availability of Proxy Materials for the Annual
Meeting of Stockholders To Be Held on May 29, 2024:

This proxy statement and our 2023 Annual Report are available for viewing, printing and downloading at
www.proxyvote.com.
Garrett’s Voting Securities
Holders of record of our common stock at the close of business on April 2, 2024 (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. On the Record Date, we had [    ] common shares entitled to vote. Following the completion of our Capital Structure Transformation Transactions (as described below), all shares of our previously outstanding Series A Cumulative Convertible Preferred Stock (the “Series A preferred stock”) have been converted into shares of common stock, and the Series A preferred stock has been retired. Accordingly, only shares of our common stock are entitled to vote at the Annual Meeting.
Notice of Internet Availability of Proxy Materials
As permitted by the U.S. Securities and Exchange Commission (the “SEC”) rules, Garrett is making this proxy statement and its 2023 Annual Report available to its stockholders electronically via the Internet. On or about April [ ], 2024, 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 2023 Annual Report and vote online. 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

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statement and 2023 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 in 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.

By Internet

By Telephone

By Mail

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 Tuesday, May 28, 2024. We encourage stockholders to submit their proxy via telephone or online.
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 again 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/GTX2024. 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 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 or ask questions. The meeting webcast will begin promptly at 8:30 a.m. Eastern Time (2:30 p.m. Central Europe Time). We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:15 a.m. Eastern Time (2:15 p.m. Central Europe Time) and you should allow ample time for check-in procedures.

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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/GTX2024, 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/GTX2024.
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 common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted in accordance with the Board’s recommendations as follows:
“FOR” the election of Daniel Ninivaggi, Paul Camuti, Joachim Drees, Kevin Mahony, D’aun Norman, Olivier Rabiller, Robert Shanks, 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, 2024;
 “FOR” the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as disclosed in this proxy statement;
 “FOR” the approval of an amendment to our Certificate of Incorporation to lower the stockholder vote required to remove directors and amend the by-laws of the Company, and to make other non-substantive amendments including to remove obsolete provisions and make conforming changes;
 “FOR” the approval of an amendment to our Certificate of Incorporation to provide for officer exculpation to the extent permitted under Delaware law;
 “FOR” the approval of an amendment to our Certificate of Incorporation to permit stockholders to call special meetings; 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: 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 common 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 common 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 common 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.
Proposal 4: Approval of an amendment to our Certificate of Incorporation to stockholder vote required to remove directors and amend the by-laws of the Company, and to make other non-substantive amendments including to remove obsolete provisions and make conforming changes
Approval of a majority in voting power of the shares of common stock outstanding.
Abstentions and broker non-votes will be treated as votes against.
Proposal 5: Approval of an amendment to our Certificate of Incorporation to provide for officer exculpation to the extent permitted under Delaware law
Approval of a majority in voting power of the shares of common stock outstanding.
Abstentions and broker non-votes will be treated as votes against.
Proposal 6: Approval of an amendment to our Certificate of Incorporation to permit stockholders to call special meetings
Approval of a majority in voting power of the shares of common stock outstanding.
Abstentions and broker non-votes will be treated as votes against.
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, Paul Camuti, Joachim Drees, Kevin Mahony, D’aun Norman, Olivier Rabiller, Robert Shanks, Julia Steyn and Steven Tesoriere for election as directors at the Annual Meeting.
Board Recommendation

Our Board unanimously recommends that you vote “FOR” the election of each of Daniel Ninivaggi, Paul Camuti, Joachim Drees, Kevin Mahony, D’aun Norman, Olivier Rabiller, Robert Shanks, 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, to hold office until the next annual meeting of stockholders and until his or her respective successor shall have been duly elected and qualified or until his or her earlier resignation or removal.
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 other than Mr. Drees currently serves on our Board, and each nominee has consented to be nominated and has indicated their willingness to serve if elected. However, if any director nominee should be unable to serve, or for good cause will not serve, the shares of common 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 Fourth Amended and Restated By-laws (our “By-laws”) 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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PROPOSAL ONE – ELECTION OF DIRECTORS
Our Director Nominees
The chart below summarizes the notable skills, qualifications and experience of each of our director nominees 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 nominee’s skills or expected contributions to the Board.
Skills/Qualifications/Experience
Daniel
Ninivaggi
Paul
Camuti
Joachim
Drees
Kevin
Mahony
D’aun
Norman
Olivier
Rabiller
Robert
Shanks
Julia
Steyn
Steven
Tesoriere
Financial Experience(1)
Audit Committee Financial Expert(2)
Business Strategy(3)
Industry Background(4)
Board of Directors Experience(5)
Technology, Innovation and Security(6)
Global Business(7)
Public Company Governance and Risk Management(8)
Mergers & Acquisitions(9)
Current or Former Public Company Executive(10)
Diversity(11)
(1)
Understands financial, accounting and tax issues in different jurisdictions.
(2)
Qualifies as an “audit committee financial expert” as defined in the rules of the SEC.
(3)
Significant experience with development and implementation of business strategy in organizations of similar complexity to Garrett.
(4)
Significant experience as a senior executive in the automotive industry or with supply chain management across global markets.
(5)
Served as a director of a public company or private company of similar complexity to Garrett.
(6)
Significant experience overseeing complex technological systems, emerging technologies and/or cybersecurity functions.
(7)
Significant experience managing businesses across multiple markets.
(8)
Significant public company governance, risk management, and compliance experience.
(9)
Significant experience with acquiring and integrating companies through M&A transactions.
(10)
Served as a Chief Executive Officer, Chief Financial Officer or other executive officer of a public company.
(11)
Self-identifies as having diverse characteristics (race, gender, ethnicity, religion, nationality, disability, sexual orientation, or cultural background).
Below are the biographies of each of our current directors and of Mr. Drees, each of whom (other than Ms. Pierce) has been nominated by our Board for election at the Annual Meeting. 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 director nominees exemplify 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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PROPOSAL ONE – ELECTION OF DIRECTORS
Director Nominee Biographies
All director nominees to be elected at the 2024 Annual Meeting (terms to expire in 2025)


Director Since: 2021
Age: 59
Non-Executive
Board Chairman
Committee Memberships:
Finance Committee (CHAIR)
Nominating and
Governance
Committee
DANIEL NINIVAGGI
Mr. Ninivaggi, an independent director, has served on our Board as a director and Non-Executive Chairman since April 2021. Mr. Ninivaggi served as the President and Chief Executive Officer of Icahn Enterprises L.P. (IEP), the principal investment vehicle of Carl Icahn, between 2010 and 2014. He also served as Chief Executive Officer of Icahn Automotive Group, LLC, a leading automotive parts distribution, maintenance and repair company with over 2,000 locations, and a Managing Director of IEP, from March 2017 through August 2019. Prior to that, Mr. Ninivaggi was the Co-Chairman and Co-CEO of Federal-Mogul Holdings Corp. (“Federal-Mogul”), an $8 billion automotive and commercial vehicle supplier. From August 2021 until March 2024, Mr. Ninivaggi served as the Chief Executive Officer and subsequently the Executive Chairman of Lordstown Motors Corporation, an electric vehicle automaker. On June 27, 2023, Lordstown Motors filed for protection under Chapter 11 of the U.S. Bankruptcy Code. Previously, from January 2011 to May 2012, Mr. Ninivaggi served as the Interim President and Interim Chief Executive Officer of Tropicana Entertainment Inc., a company primarily engaged in the business of owning and operating casinos, hotels and resorts. From 2003 until 2009, Mr. Ninivaggi held a variety of senior executive positions at Lear Corporation, a global Tier 1 supplier of automotive seating and electrical and electronic power management systems and components, including most recently as Executive Vice President and Chief Administrative Officer. From 1992 through May 2003, Mr. Ninivaggi was an attorney in private practice at the international law firm of Winston & Strawn LLP specializing in corporate law, including serving as partner from 1998. Prior to Winston & Strawn LLP, Mr. Ninivaggi was an attorney in private practice at the international law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1991 through 1992. Mr. Ninivaggi received a B.A. from Columbia University, an M.B.A from the University of Chicago, Graduate School of Business and a J.D. from Stanford University School of Law.
Mr. Ninivaggi has been a director of numerous public and private companies, including Lordstown Motors Corporation from August 2021 to March 2024, Hertz Global Holdings, Inc., a global car rental and fleet management company, and its predecessor, from 2014 until July 2021, Navistar International Corporation, a manufacturer of commercial and military trucks, buses and engines, from August 2017 to October 2018, Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises, from March 2012 until May 2015, CVR Energy, Inc., an independent petroleum refiner and marketer of high-value transportation fuels, from May 2012 to February 2014, CVR GP, LLC, the general partner of CVR Partners LP, a nitrogen fertilizer company, from May 2012 to February 2014, Viskase Companies, Inc., a food packaging company, from June 2011 to February 2014, XO Holdings, a competitive provider of telecom and wireless services, from August 2010 to February 2014, Tropicana Entertainment Inc., a hotel and casino operator, from January 2011 to December 2015, CIT Group Inc., a bank holding company, from December 2009 to May 2011 and Motorola Mobility Holdings Inc., a provider of mobile communications devices and cable equipment, from December 2010 to May 2011. Mr. Ninivaggi has served on numerous board committees, including as Chairman of the Nominating & Corporate Governance Committee of CIT Group, Chairman of the Compensation Committee at CVR Energy, Chairman of the Compensation Committee at Tropicana Entertainment and Chairman of the Compensation and the Operating Committees at Hertz Global Holdings, Inc. He also previously served as a member and ultimately Chairman of the Advisory Board of Metalsa S.A., a global Tier 1 supplier of frames and other structural components to light truck and commercial vehicle original equipment manufacturers.
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, his deep legal and corporate governance experience and his strong leadership skills.

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PROPOSAL ONE – ELECTION OF DIRECTORS


Director Since: 2024
Age: 62
Committee Memberships:
None
PAUL CAMUTI
Mr. Camuti, an independent director, has served as a director on our Board since February 2024. Mr. Camuti is currently the Executive Vice President, Chief Technology and Sustainability Officer of Trane Technologies (NYSE: TT), a manufacturing company focused on heating, ventilation and air conditioning and refrigeration systems, overseeing the company’s technical strategy, innovation practices and sustainability efforts since his appointment in 2020. Prior to Trane Technologies' separation from Ingersoll Rand, a global provider of flow creation and industrial products, Mr. Camuti held several senior executive positions of increasing responsibility at Ingersoll Rand, including Senior Vice President Innovation and Chief Technology and Strategy Officer, since 2011. He joined Ingersoll Rand after having served in several senior technology and business leadership roles at Siemens AG. Mr. Camuti served as a director of The ExOne Company in 2021.
Skills and Qualifications:
Mr. Camuti’s qualifications to serve on our Board include his extensive global experience in innovation and technology, with a significant focus on the industrial sector, and his ESG leadership.


Director Since: N/A
Age: 59
Committee Memberships:
N/A
JOACHIM DREES
Mr. Drees is being nominated for election as an independent director at the Annual Meeting and has not previously served as a director on our Board. Mr. Drees has been investing in software-related start-up companies, particularly in the EV software charging space but also other industries, as a pre-seed, seed or pre-series A investor, since July 2020. From 2015 until July 2020, Mr. Drees served as CEO of MAN SE and MAN Truck & Bus SE, one of Europe’s largest players in the commercial vehicle industry. At the same time, Mr. Drees was also a member of the Executive Board of TRATON SE (formerly Volkswagen Truck & Bus GmbH), a commerical vehicle manufacturer, and held several non-executive director seats from 2015 to July 2020, including at Renk AG, a propulsion and drivetrain technology manufacturer, from 2017 to 2020, where he was also a member of the nomination and governance committee. Prior to that time, from 2012 to 2014, he was the Chief Financial Officer and a member of the executive board of Drees & Sommer AG, a European consulting, planning and project management enterprise with responsibility for Finance & Controlling, M&A, Human Resources, Administration and Internationalization Support. Between 2006 and 2012, Mr. Drees was an Operating Partner with Hg Capital, a private equity fund based in London, and held several board positions in portfolio companies owned by Hg Capital. Mr. Drees held managerial positions in the Daimler Truck Group and at Mercedes-Benz Trucks, both commercial vehicle manufacturers, from 1996 to 2006, including as Commercial Director of the Gaggenau Transmissions Unit and as Head of Commercial Vehicle Controlling. He serves as a director of Spree Acquisition Corp. 1 Ltd., a special purpose acquisition corporation, since its initial public offering on December 20, 2021, where he also serves as the chair of the audit committee and a member of the compensation committee. Previously, He studied business administration at the University of Stuttgart and received an M.B.A. from Portland State University.
Skills and Qualifications:
Mr. Drees’ qualifications to serve on our Board include his extensive automotive industry and commercial vehicle experience.

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PROPOSAL ONE – ELECTION OF DIRECTORS


Director Since: 2023
Age: 36
Committee Memberships:
Finance Committee
Talent Management and Compensation Committee
KEVIN MAHONY
Mr. Mahony, an independent director and designee of Centerbridge, has served as a director on our Board since January 2023. Mr. Mahony is Senior Managing Director at Centerbridge, a global alternative investment manager specializing in private equity, private credit and real estate. He joined Centerbridge in 2014 and focuses on investments in the Industrials and Consumer sectors. Prior to joining Centerbridge, he was an Associate at Oaktree Capital Management in the Global Principal Group. Prior to that, he was an Investment Banking Analyst at Lazard in the Restructuring Group. Mr. Mahony has served as a member and observer of other private and public company boards during his career, including the board of directors of Title Resources Group since April 2021, Stallion Oilfield Services since April 2020, Linn Energy from February 2017 to October 2017 and Genco Shipping & Trading (NYSE: GNK) from September 2015 to May 2021. Mr. Mahony holds a B.S. and B.A., with distinction, from the University of Virginia.
Skills and Qualifications:
Mr. Mahony’s qualifications to serve on our Board include his extensive financial and investment expertise, and advisory experience in business strategy and growth.


Director Since: 2021
Age: 57
Committee Memberships:
Audit Committee
Nominating and Governance Committee
D’AUN NORMAN
Ms. Norman, an independent director, has served as a director on our Board since April 2021. Ms. Norman retired from Ernst & Young (EY), 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, a global mobility technoloy company, from 2013 to 2019 following its spinoff from Ford Motor Company and bankruptcy emergence and including exit of interiors and climate businesses, electronics acquisition and shareholder distributions and repurchases; Federal-Mogul from 2006 to 2014 during its bankruptcy and upon emergence; Cooper Tire & Rubber Company, a manufacturer of automobile and truck tires, from 2008 to 2014 during merger negotiations; and Owens-Illinois, a leading glass bottle manufacturer, from 1988 to 2006 during the leveraged buyout and exit, including transition from public to private status and the subsequent IPO. In addition, Ms. Norman served as EY Michigan and Northwest Ohio Assurance People Leader and as EY Central Region ASC 606 Revenue Recognition Adoption Leader. She is Immediate Past Chair of the Bowling Green State University Alumni Leadership Council, where she serves on the Strategy and Nominating and Governance Committees. Ms. Norman serves as a director and chair of the Audit Committee of PHINIA Inc. (NYSE: PHIN), a developer of fuel systems and aftermarket solutions, since July 2023. 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, NACD Certified Director 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: 2018
Age: 53
Committee Memberships:
Finance Committee
OLIVIER RABILLER
Mr. Rabiller has served as our President and Chief Executive Officer as well as a member of our Board since our spin-off (the “Spin-Off”) from Honeywell International Inc. (Nasdaq: HON) (“Honeywell”) in 2018. Prior to the spin-off, Mr. Rabiller served as President and Chief Executive Officer of the Transportation Systems division at Honeywell 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. He holds a Master’s degree in Engineering from École Centrale Nantes and an M.B.A. 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.


Director Since: 2021
Age: 71
Committee Memberships:
Audit Committee
(CHAIR)
Talent Management and Compensation Committee
ROBERT SHANKS
Mr. Shanks, an independent director, has served as a director on our Board since April 2021. Mr. Shanks has 42+ years experience in the automotive industry, including seven years served as Executive Vice President and CFO at Ford Motor Company (NYSE: F), an automotive manufacturer, from April 2012 through May 2019. During some of his tenure as CFO, Mr. Shanks also oversaw Ford’s Corporate Strategy and the Ford Motor Credit Company. Mr. Shanks retired on January 1, 2020. 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, a multinational automaker. In addition to other finance functions 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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PROPOSAL ONE – ELECTION OF DIRECTORS


Director Since: 2021
Age: 48
Committee Memberships:
Talent Management and Compensation Committee
(CHAIR)
Audit Committee
JULIA STEYN
Ms. Steyn, an independent director, has served as a director on our Board since April 2021. Ms. Steyn has served as Chief Commercial Officer at the investment firm VectoIQ since September 2020. In addition, Ms. Steyn has been a Senior Advisor to McKinsey & Company, 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. Ms. Steyn previously served as CEO of Bolt Mobility, a personal transportation company, from December 2019 through August 2020, and was a member of Bolt Mobility’s Board from August 2020 to June 2021. From May 2019 to July 2022, Ms. Steyn was a Non-Executive Board Member of First Group PLC, a multinational transport group that operates transport services in the United Kingdom, Ireland, Canada and the United States. Previously, Ms. Steyn worked for almost a decade at General Motors, a vehicle 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 the corporate development group of Alcoa, 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 is a non-executive Board member of two private companies, Metalsa S.A. and Commonwealth Rolled Products, a leader in the manufacture and sale of aluminum rolled products, from, respectively, March 2022 and October 2022. Ms. Steyn has a bachelor’s degree from Oberlin College and an M.B.A. 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.


Director Since: 2021
Age: 46
Committee Memberships:
Finance Committee
Nominating and Governance Committee (CHAIR)
STEVEN TESORIERE
Mr. Tesoriere, an independent director and designee of Oaktree, has served as a director on our Board since 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. Previously, Mr. Tesoriere worked at 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 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.

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PROPOSAL ONE – ELECTION OF DIRECTORS
Additional Director Biography
Ms. Pierce is not standing for re-election at the Annual Meeting, and will step down from our Board effective at the Annual Meeting.


Director Since: 2021
Age: 57
Committee Memberships:
None
TINA PIERCE
Ms. Pierce, an independent director, has served as a director on our board since April 2021. Since January 2024, Ms. Pierce has served as Vice President and Chief Financial Officer of Honeywell Industrial Automation, the automation technologies business of multinational conglomerate Honeywell. From January 2020 to December 2023, Ms. Pierce served as Vice President and CFO of Honeywell Performance Materials and Technologies (PMT), a global leader in sustainability and digitization solutions for industrial performance. Since joining Honeywell in 1988, Ms. Pierce has held a series of finance leadership roles of increasing responsibility across multiple industries. Prior to her current role, Ms. Pierce was Vice President and CFO for Honeywell Home and Building Technologies from November 2018 to January 2020, where she focused on completing Honeywell’s spin-off of its Homes business into a new publicly traded company called Resideo (NYSE: REZI), and prior to that served as Vice President & CFO, Homes & Buildings from July 2017 to October 2018 and as Vice President & CFO, Honeywell Process Solutions from July 2014 to June 2017. She received the Honeywell Senior Leadership Award in 2019. Ms. Pierce has served on a number of boards, including HarbisonWalker International (Audit Committee), a leading supplier of refractories products, Honeywell Automation India Limited and several joint venture boards. Ms. Pierce has extensive global experience in over 65 countries and has lived in Hong Kong and Singapore. 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, Certified Management Accountant and has completed the Northwestern Kellogg School of Management Executive Scholar Program, including the Board of Directors Development Program for Women.
Skills and Qualifications:
Ms. Pierce’s qualifications to serve on our Board included her financial management skills and her extensive experience managing global businesses.
None of our directors, director nominees or executive officers is or was during the term of their respective service related by blood, marriage or adoption to any other such director, director nominee or executive officer.
As described below under “Certain Relationships and Related Person Transactions,” in connection with the Company’s Emergence, the Company entered into the Investor Rights Agreement, which provides certain investors of the Company with the right to nominate directors to the Board, subject to certain conditions. Pursuant to the Investor Rights Agreement at the Emergence, Kevin Mahony, Julia Steyn and Robert Shanks were designated as director nominees by certain affiliates of Centerbridge Partners LP (“Centerbridge”), and Steven Tesoriere, Daniel Ninivaggi and D’aun Norman were designated as director nominees by certain affiliates of Oaktree Capital Management, Inc. (“Oaktree”). Following the completion of the Capital Structure Transformation Transactions, each of Centerbridge and Oaktree maintain the right to designate one director to the Board. Messrs. Mahony and Tesoriere are the designees of Centerbridge and Oaktree, respectively.

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CORPORATE GOVERNANCE
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
  8 of 9 directors currently serving are independent
  8 of 9 director nominees are independent
  Non-Executive Chairperson of the Board
  Regular executive sessions of non-employee directors at Board meetings (chaired by Non-Executive Chairperson) and committee meetings (chaired by independent committee chairs)
  Fully independent Audit, Talent Management and Compensation, and Nominating and Governance 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
  33% of director nominees are diverse
  Highly engaged Board with all directors having attended all of the meetings of the Board and committees on which they served during 2023
  Annual Board and committee self-evaluations
  Non-employee directors serve only until the next annual meeting of stockholders following their 75th birthday, 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
  One class of voting stock, with each share of common stock entitled to one vote
  No poison pill
  No supermajority voting provisions
  No fee-shifting provisions

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CORPORATE GOVERNANCE
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 all employees, officers and directors
  Ethics training annually for all employees
  Securities Trading Policy prohibits hedging and pledging by directors and executive officers, and prohibits short sales 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, including a requirement of 5x base salary for the Chief Executive Officer
  Responsible corporate citizenship and environmental initiatives
  In 2023, reviewed our by-laws and charter for consistency with market practice and good governance, and recommended certain changes including those charter amendments proposed in this proxy statement
Director Nominee Independence
Our Board has determined that each of our non-employee directors and director nominees, who are 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 President and Chief Executive Officer.
Independent Directors and Director Nominees
 
 
Daniel Ninivaggi
Paul Camuti
Joachim Drees
Kevin Mahony
D‘aun Norman
Robert Shanks
Tina Pierce*
Julia Steyn
Steven Tesoriere
*
Ms. Pierce is not standing for re-election at the Annual Meeting and will step down from the board effective at the Annual Meeting.
In arriving at the foregoing independence determinations, the Board reviewed and discussed information provided by the directors and director nominees with regard to each individual’s business and personal activities and any relationships they have with us and our management.
We have also determined that Mr. John Petry was independent while serving on our Board, from April 30, 2021 to February 9, 2024, according to our Corporate Governance Guidelines and the criteria for independence established by applicable listing standards.
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.

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CORPORATE GOVERNANCE
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 a Non-Executive 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, 2023, there were nine meetings of the Board. During 2023, 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. All of our directors serving at the time attended our 2023 annual meeting of stockholders.
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. During 2023, the Board held executive sessions of its non-employee directors regularly throughout the year. Over the course of each year, the topics of discussion in executive sessions of non-employee directors will include management performance and succession plans, Board compliance with the Company’s corporate governance policies and the needs of the Board. Daniel Ninivaggi, the Non-Executive Chairman 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, as well as on emerging issues such as ESG and cybersecurity. The Board also periodically visits our facilities around the globe. The Board has 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 75th birthday, unless otherwise approved by the Board;
developed a comprehensive Board succession planning process; and
implemented an annual Board and committee self-assessment process.

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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 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.
As a result of these robust Board refreshment and succession processes, in February 2024, our Board, on the recommendation of the Nominating and Governance Committee, appointed Paul Camuti to serve as a director, and nominated Joachim Drees to stand for election as a director at the Annual Meeting. Mr. Camuti brings over 30 years of experience in innovation and technology, including a significant focus on the industrial sector. Mr. Drees bring a diversified experience across automotive, industrial applications and construction industries, along with a track record in consulting, controlling and finance. Our Board believes that their deep experience and demonstrated success in senior technology and innovation and experience in the industrial sector will enable each of Messrs. Camuti and Drees to provide valuable insight and bring additional depth to the Board, which the Board believes is increasingly important as the Company accelerates its development of advanced technologies and pursues new opportunities.
At the direction of the Nominating and Governance Committee, the Company paid fees to a professional search firm to help identify and evaluate potential nominees for director for 2024.

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Board Diversity Matrix
To see our Board Diversity Matrix as of April 14, 2023, please see the proxy statement filed with the SEC on April 13, 2023.
 
as of April [ ], 2024
Total Number of Directors
9
Female
Male
​Did Not Disclose
Gender
Gender Identity:
Directors
3
5
​1
Demographic Information:
White
2
4
​—
LGBTQ+
1
Did Not Disclose Demographic Background
3
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.
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 Corporate Secretary, Garrett Motion Inc., 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.
Stockholders also have the right under our By-laws 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 By-laws 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. During 2023, we and our Board reviewed our by-laws and charter for consistency with market practice and good governance, and our Board has recommended certain changes including the charter amendments proposed in this proxy statement. A complete copy of our Corporate Governance Guidelines is 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: 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.

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Board Committees
Our Board has established standing audit, compensation and nominating committees in accordance with NYSE and SEC requirements—the Audit Committee, the Talent Management and 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, Talent Management and 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 Talent Management and Compensation Committee satisfy the heightened independence requirements of the Nasdaq rules specific to the independence of compensation committee members.
In April 2023, our Board also established a Finance Committee, to consider capital markets transactions, potential M&A activity and other matters.
 
Committee Membership
Name
Audit
Committee
Talent Management and
Compensation Committee
Nominating and
Governance Committee
Finance
Committee
Daniel Ninivaggi (Non-Executive Board Chairman)
  
Paul Camuti
 
 
 
 
Joachim Drees*
Kevin Mahony
 
 
D’aun Norman
Tina Pierce**
 
 
 
 
Olivier Rabiller
Robert Shanks
  
 
 
Julia Steyn
  
Steven Tesoriere
 
 
  
*
If elected at the Annual Meeting, Mr. Drees will commence service as a director on our Board as of the completion thereof. Subject to his election, Mr. Drees may serve on one or more of the Committees as the Board may designate from time to time.
**
Ms. Pierce is not standing for re-election at the Annual Meeting and will step down from the board effective at the Annual Meeting.
= Committee Chair
     = Member

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Audit Committee
Current Committee Members:
Robert Shanks
(CHAIR)
Julia Steyn
D’aun Norman
9
Met 9 times in
2023
Primary Responsibilities Include:
•  Reviewing the results of 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;
•  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;
•  Considering and reviewing, in consultation with 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 and including ESG matters, except as assigned to other Committees) 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 (except as assigned to other Committees); 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 68 of this proxy statement.

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Nominating and Governance Committee
Current Committee Members:
Steven Tesoriere
(CHAIR)
Daniel Ninivaggi D’aun Norman
6
Met 6 times in
2023
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 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 Talent Management and Compensation Committee;
•  Overseeing the succession planning process for our officers, in coordination with the Talent Management and 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 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;
•  Evaluating, together with management, the Company’s progress against its ESG targets, and reporting to the Board at least annually with respect to the Company’s ESG strategies, policies and performance;
•  Monitoring governance trends and reviewing periodically, with reports to the Board at least annually, with respect to the Company’s public reporting on ESG matters, including any corporate social responsibility and/or sustainability reports; 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.

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Talent Management and Compensation Committee
Current Committee
Members:
Julia Steyn
(CHAIR)
Kevin Mahony
Robert Shanks
7
Met 7 times in
2023
Primary Responsibilities Include:
•  Reviewing and making recommendations to the Board regarding corporate goals and objectives relevant to compensation of our Chief Executive Officer (“CEO”), evaluating his performance in light of such goals and objectives and, together with the independent directors, making recommendations to the Board in relation to the CEO’s compensation level based on this evaluation of his performance;
•  Reviewing and making recommendations to the Board regarding the individual goals and objectives of the other executive officers and annual salary and other 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 all senior level employees;
•  Reviewing the management development program, including executive succession plans, and making recommendations to the Board relating to the election of 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 making recommendations to the Board regarding Company employment agreements and compensatory arrangements with executive officers of the Company;
•  Reviewing and making recommendations to the Board regarding perquisite benefits provided to the Company’s executive officers;
•  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;
•  Undertaking an annual performance evaluation of the activities of the committee, including the committee’s responsibilities as set forth above; and
•  Providing strategic review of the Company’s human resources strategies and initiatives to ensure the Company is seeking, developing and retaining human capital appropriate to the Company’s needs, including periodically assessing whether ESG goals and milestones, if appropriate, are effectively reflected in executive compensation.
Independence
The Talent Management and 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 Talent Management and Compensation Committee may form and delegate its 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 Talent Management and Compensation Committee Report is set forth beginning on page 38 of this proxy statement.

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Finance Committee
Current Committee Members:
Daniel Ninivaggi
(CHAIR)
Kevin Mahony
Olivier Rabiller
Steven Tesoriere
6
Met 6 times in
2023
Primary Responsibilities Include:
•  Reviewing and making recommendations to the Board on the Company’s capital structure and capital markets transactions;
•  Reviewing and making recommendations to the Board on significant M&A or other strategic transactions;
•  Advising the Board on the Company’s investor relations strategy and procedures, and other matters related to the responsibilities listed above;
•  Reporting regularly to the Board; and
•  Undertaking an annual performance evaluation of the committee, including the committee’s responsibilities as set forth above.
In addition to the Committees and the Finance Committee, from time to time, our Board establishes additional standing and/or ad hoc committees for specific purposes. During our 2023 fiscal year, our Board established a committee (the “Preferred Conversion Committee”) of directors who were disinterested with respect to the Series A preferred stock (comprised of Messrs. Ninivaggi (Chair) and Shanks and Mses. Norman and Steyn) to, among other things, evaluate, negotiate and make recommendations to the Board with respect to potential options available to the Company to appropriately manage the conversion of the Series A preferred stock into shares of common stock.
Talent Management and Compensation Committee Interlocks and Insider Participation
Since the beginning of our 2023 fiscal year, the Talent Management and Compensation Committee has consisted of Robert Shanks, Julia Steyn and, until January 22, 2023, Steven Silver, who was succeeded by Kevin Mahony on January 24, 2023, following Mr. Silver’s departure from the Board. No member of our Talent Management and Compensation Committee is or has during their service been an officer or employee of the Company.
During 2023, none of our executive officers served as a member of the Board or Talent Management and 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 Talent Management and 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 the Committees to assist with the oversight of certain categories of risk management, and the Committees report to the Board regularly on these matters.
The Audit Committee reviews and discusses, with management as appropriate, our major financial and enterprise (including cybersecurity) risk exposures, risk assessment and risk management policies, including oversight of the Company’s cybersecurity framework and risk management;

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The Talent Management and 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
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. 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 develop differentiated technologies for emission reduction and energy efficiency is at the heart of its contribution to society. We develop solutions for the most pressing sustainability challenges for the automotive, mobility and industrial space, to advance emissions reduction and zero emission solutions.
Corporate responsibility is therefore embedded in our governance structure and a priority for the Company and the Board of Directors. The Board, including its committees, is responsible for promoting and providing oversight of ESG activities including corporate responsibility, sustainability strategy, as well as monitoring adherence to Company standards. Primary responsibility at Board level for reviewing and reporting to the full Board on our sustainability programs and policies, as well as our corporate citizen commitments, resides with the Nominating & Governance Committee.
The Board manages oversight of sustainability through a Sustainability Committee, composed of the CEO and several members of Garrett’s senior leadership team. The Sustainability Committee oversees our sustainability strategy development, definition and deployment.
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”. In addition, the Company published its fiscal year 2022 Sustainability Report in 2023, which can be found at www.garrettmotion.com/corporate/sustainability. The contents of our Sustainability Report and investor website are not incorporated by reference into this proxy statement or in any other report or document we file with the SEC.


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Our Sustainability Approach
Our corporate sustainability framework, called WeCare4, starts from our mission to deliver differentiated technologies for emission reduction and energy efficiency. We are passionate about innovation, spearheading technology development and continuing to deliver industry-first technologies. Our engineering expertise and transformative solutions not only help optimize fuel efficiency and reduce harmful emissions, but they also improve the performance of zero emission vehicles. All of which are critical areas on the road to a clean transportation and industrial future.
Our mission is supported by two main pillars - investing in a culture of innovation by developing our employees and educating future innovators and operating responsibly by managing our environmental impact and behaving ethically.
Prohibition of Hedging or Pledging of 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 buying or selling puts, calls, options or other derivative securities of the Company.
Our securities trading policy also prohibits directors and executive officers from pledging securities of the Company and 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: Corporate Secretary, Garrett Motion Inc., La Pièce 16, Rolle, Switzerland 1180. All communications, except for marketing and advertising materials, will be forwarded to the appropriate individual(s).
Our Executive Officers
The following table sets forth the names, ages and positions of our current executive officers:
Name
Age
Position
Olivier Rabiller*
53
President & Chief Executive Officer
Craig Balis
59
Senior Vice President & Chief Technology Officer
Pierre Barthelet
58
Senior Vice President Marketing & Product Management
Sean Deason
52
Senior Vice President & Chief Financial Officer
Daniel Deiro
51
Senior Vice President, Global Customer Management & General Manager, Japan/Korea
Joanne Lau
47
Vice President, Chief Accounting Officer and Corporate Controller
Thierry Mabru
56
Senior Vice President, Integrated Supply Chain
Jérôme Maironi
58
Senior Vice President, General Counsel & Corporate Secretary
Fabrice Spenninck
55
Senior Vice President & Chief Human Resources Officer
*
Mr. Rabiller is a member of our Board. See “Proposal One—Election of Directors” for more information about Mr. Rabiller.

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Craig Balis has served as our Senior Vice President and Chief Technology Officer since our spin-off from Honeywell in 2018. From June 2014 and until the spin-off, Mr. Balis was the Vice President and Chief Technology Officer of Honeywell Transportation Systems. From December 2008 to June 2014, Mr. Balis was the Vice President of Engineering of Honeywell Transportation Systems. From 1998 until 2008, Mr. Balis served as Director of Program Management and Director of Product Development at Garrett Engine Boosting Systems. Prior to this, Mr. Balis worked seven years as an advanced technology manager at AlliedSignal Aerospace, an American aerospace, automotive and engineering company, working in the aircraft turbine engine division. Mr. Balis has a Bachelor of Science and Master’s degree in Engineering from the University of Illinois.
Mr. Barthelet has served as our Senior Vice President Marketing & Product Management since our spin-off from Honeywell in 2018. He is responsible for developing and deploying the commercial growth and profitability strategy for Garrett, leading OE turbo business and the development of new growth vectors, in particular electrified offerings, and driving commercial and functional excellence. From 2016 until 2017, Mr. Barthelet served in the same role for Honeywell Transportation Systems, which he joined in 2001. Mr. Barthelet received a Master’s degree in Aeronautics from Ecole Nationale Supérieure de l’Aéronautique et de l’Espace and a Ph.D in Fluid Dynamics from Institut National Polytechnique, Toulouse, France.
Sean Deason has served as our Senior Vice President and Chief Financial Officer since June 2020. Mr. Deason previously served as Chief Financial Officer and Controller of WABCO Holdings Inc. (“WABCO”), a manufacturer of technology systems for commercial vehicles, from April 2019 to June 2020. Prior to that, Mr. Deason was WABCO’s Vice President Controller and Investor Relations from June 2015 to April 2019. Prior to joining WABCO, Mr. Deason spent four years with Evraz N.A., a steel products manufacturer, where he served as Vice President, Financial Planning & Analysis. Prior to Evraz, Mr. Deason spent 12 years with Lear Corporation, a global automotive technology manufacturer, where he served as Director, Finance, Corporate Business Planning & Analysis, Director, Finance, Asia Pacific Operations, and Assistant Treasurer, and held various other positions of increasing responsibility since August 1999. Mr. Deason holds a Masters of International Management from Thunderbird School of Global Management and is a Certified Management Accountant.
Daniel Deiro has served as our Senior Vice President, Global Customer Management, and General Manager Japan/Korea since the spin-off from Honeywell in 2018. From August 2014 until the spin-off, Mr. Deiro was the Vice President of Customer Management and General Manager for Honeywell Transportation Systems for Japan and Korea. From April 2012 until August 2014, Mr. Deiro was a Senior Customer Management Director at Honeywell Transportation Systems. Mr. Deiro has a degree in Automotive Engineering from Haute école spécialisée bernoise, Technique et Informatique (BFH-TI), Biel, Switzerland.
Joanne Lau has served as our Vice President, Chief Accounting Officer and Corporate Controller of the Company since October 2021. Between February 2021 and October 2021, she served as Senior Finance Director of Corporate Consolidation, Controlling and Tax at Eurofins Scientific, a bio-analytical testing provider. Previously, Ms. Lau served in various capacities at WABCO for approximately eight years. There, Ms. Lau served as Global Accounting and Reporting Manager from June 2013 through December 2014, as Assistant Corporate Controller from January 2015 through March 2019, and as Corporate Controller from April 2019 through February 2021. Ms. Lau holds a Bachelor of Science in Finance from Santa Clara University and is a Certified Public Accountant.
Thierry Mabru has served as our Senior Vice President, Integrated Supply Chain since our spin-off from Honeywell in 2018. From March 2013 until the spin-off, Mr. Mabru was the Vice President of Global Integrated Supply Chain for Honeywell Transportation Systems. From April 2011 until February 2013, Mr. Mabru was Senior Director of Global Advanced Manufacturing Engineering for Honeywell Transportation Systems. From September 2006 to February 2011, Mr. Mabru was Director of the Program Management Office of Honeywell Aerospace EMEAI. Mr. Mabru currently serves as director of both the Board of Friction Material Pacific (FMP) Group Australia PTY Limited and Board of Friction Material Pacific (FMP) Group PTY Limited, which are friction material manufacturers. Mr. Mabru holds a Master of Science degree from the École Nationale de Mécanique et d’Aé rotechniques (ISAE/ENSMA), Poitier, France.
Jérôme Maironi has served as our Senior Vice President, General Counsel and Corporate Secretary since our spin-off from Honeywell in 2018. For the five years prior to the spin-off, Mr. Maironi was the Vice President of Global Legal Affairs for Honeywell Performance Materials and Technologies. Mr. Maironi received a post-graduate degree in Law & Practice of International Trade and a Master of Law from the University Rene Descartes, Paris, France. Mr. Maironi received the Swiss Board School Certification and has also passed the French Bar Exam. Mr. Maironi graduated with an Executive program from INSEAD, Fontainebleau, France.
Fabrice Spenninck has served as our Senior Vice President and Chief Human Resources Officer since our spin-off from Honeywell in 2018. From August 2015 until the spin-off, Mr. Spenninck was Vice President of Human Resources of Honeywell Transportation Systems. From 2013 to 2015, Mr. Spenninck was Vice President of Labor and Employee Relations and, from 2011 to 2013, he was Senior Director of Human Resources (One Country Leader) in France and North Africa at Honeywell. Mr. Spenninck holds a Master’s degree in Human Resources and Labor Relations from the University of Montpellier, France.

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Compensation Discussion and Analysis
Our Compensation Discussion and Analysis describes the principles underlying the material components of the executive compensation programs for our named executive officers (“NEOs”) who are named in the “Summary Compensation Table” below and the factors relevant to an analysis of the compensatory policies and decisions. In 2023, our NEOs were:
Olivier Rabiller, President and Chief Executive Officer;
Sean Deason, Senior Vice President and Chief Financial Officer;
Craig Balis, Senior Vice President and Chief Technology Officer;
Thierry Mabru, Senior Vice President, Integrated Supply Chain (ISC); and
Jérôme Maironi, Senior Vice President, General Counsel, and Corporate Secretary.
Executive Summary
Financials
Garrett had strong performance during 2023 in what continues to be a volatile environment. Our full-year net sales were $3.9 billion, up 8% (on both a reported basis and a constant currency basis compared with 2022). This increase was driven by growth of both global light vehicles and the turbocharger industry. Strong demand for new product launches and ramp-ups, along with our continued successful efforts of inflation recovery also contributed to the net sales growth, partially offset by foreign exchange headwinds.
Garrett’s solid performance allowed us to generate a full-year net income of $261 million with a net income margin of 6.7%, and a full-year Adjusted EBITDA1 of $635 million with an Adjusted EBITDA Margin1 of 16.3%.
During 2023, we expanded our turbo offerings in hybrid and alternative fuel applications, winning two additional high-volume applications for electric compressors and launching our first Hydrogen Internal Combustion Engine (“H2ICE”) application for commercial vehicles. We continue to build momentum with our zero emission technologies through differentiated breakthrough solutions for electric vehicles in high-speed powertrain, game-changing centrifugal E-Cooling compressors, and the broadest range of hydrogen fuel cell compressors in the industry. We remain focused on creating new and differentiated technology solutions addressing critical electrification challenges across all platforms.
Furthermore, during 2023, Garrett simplified its capital structure through the repurchase and conversion of all remaining Series A preferred stock into common stock. We generated $465 million in cash from our operating activities, with an Adjusted Free Cash Flow1 of $422 million that enabled us to repurchase $213 million of common stock in addition to the Series A Repurchases (as defined below), while investing more than half of our R&D into zero emission technologies. We also continued to de-lever by paying down $200 million of our term loan.
Looking forward to 2024, Garrett expects to deliver strong financial performance generally in line with 2023 in a flat-to-down industry, and we have taken decisive productivity actions to control fixed costs while also adapting our highly variable cost structure to this environment.
1
Please refer to the Annex for additional information regarding our non-GAAP financial measures.

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Compensation Philosophy
Our compensation philosophy is designed to align the interests of our executive officers with those of our stockholders by providing pay that is directly linked to the achievement of performance goals established to create sustainable long-term stockholder value. At the root of our compensation philosophy is the use of variable, at-risk compensation that connects pay outcomes with superior results and sustainable growth execution. Our Chief Executive Officer’s compensation mix did not change during 2023, as shown in the chart below; 83% of the total target compensation of our Chief Executive Officer is at risk.


Compensation Program 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 skills, 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.
The following table highlights key features of our executive compensation program. We believe these practices promote good governance and serve the interests of our stockholders.
What We Do
Executive and non-employee director stock ownership requirements
Compensation programs include an oversight process to identify risk
Independent Talent Management and Compensation Committee oversees and evaluates executive compensation programs against competitive practices, regulatory developments and corporate governance trends
Independent Talent Management and Compensation Committee advisor
Clawback policy for executive officers
What We Don’t Do
No single-trigger cash severance or benefits in connection with a change in control
No guaranteed equity compensation or salary increases for executive officers
No excise tax gross-up provisions
No repricing of stock option awards and our plans expressly forbid exchanging underwater options for cash without stockholder approval
No hedging or pledging of our equity securities
No dividends or dividend equivalents paid on unearned PSUs

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2023 Say-on-Pay Vote
At our 2023 annual meeting, approximately 99% of the votes cast by our stockholders approved, on an advisory basis, the compensation of our NEOs, which we believe affirms our stockholders’ support of our executive compensation program.
Determination of Process
Our Talent Management and Compensation Committee oversaw and administered our executive compensation program for 2023, with input from our management team and an independent compensation consultant.
Process and Timeline for Designing and Delivering Compensation
The Talent Management and Compensation Committee is responsible for evaluating programs and procedures for annual and long-term executive compensation and assessing organizational structure and the development of our executives. The Talent Management and Compensation Committee follows a robust process to review and propose to the Board for approval all compensation decisions regarding the NEOs. These decisions are informed by peer group and market data and supported by the review and advice of an independent compensation consultant.
Role of Management
To aid the Talent Management and Compensation Committee in making its determination, our Chief Executive Officer provides recommendations annually to the Talent Management and Compensation Committee regarding the compensation of all other NEOs (i.e., other than himself) based on the overall corporate achievements during the period and his assessment of the individual contributions to our success by each of the other NEOs. Our NEOs do not play a role in their own compensation determinations other than discussing their performance with our Chief Executive Officer, or in the case of the Chief Executive Officer, with the Talent Management and Compensation Committee and Non-Executive Chairman of the Board.
Our senior management also supports the Talent Management and Compensation Committee by developing recommendations for specific award designs, including metric assessment, performance goal-setting, and program administration. While members of our senior management may attend the meetings of the Talent Management and Compensation Committee, they do not attend executive sessions and do not attend the portions of meetings during which their own compensation is discussed.
Role of Independent Compensation Consultant
The Talent Management and Compensation Committee engages Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant. Meridian assists the Talent Management and Compensation Committee in its evaluation of the compensation provided to our Chief Executive Officer and other NEOs and the design of such executive compensation programs. Meridian attends Talent Management and Compensation Committee meetings and provides information, research and analysis pertaining to executive compensation and governance as requested by the Talent Management and Compensation Committee and the Board. Other than advising the Talent Management and Compensation Committee and senior management, as described above, Meridian did not provide any services to the Company in 2023. The Talent Management and Compensation Committee has considered the independence of Meridian, consistent with the requirements of Nasdaq, and has determined that Meridian is independent. Further, pursuant to the U.S. Securities and Exchange Commission (SEC) rules, the Talent Management and Compensation Committee conducted a conflicts of interest assessment and determined that there is no conflict of interest resulting from working with Meridian. The Talent Management and Compensation Committee intends to reassess the independence of its advisor at least annually.
Executive Compensation Peer Group
In 2023, Meridian worked with the Talent Management and Compensation Committee and senior management to review the Garrett compensation peer group of companies to be used for market comparison purposes in terms of executive pay levels and practices. Meridian assessed our peer group against the following characteristics, which are consistent with criteria historically reviewed:

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Size (revenue and market cap);
Industry;
Primary Location and Global Presence;
Global Scope of Operations;
Business Model and Fit; and
Key Players in Fast Growing Electrified Vehicle Space;
The Talent Management and Compensation Committee was careful to construct a group based on the considerations above that, on the whole, captures Garrett’s global presence and talent market as well as its unique business dynamics. As a U.S.-listed but European-headquartered company that attracts talent globally, we included both U.S. and European companies. For 2023, our peer group consisted of the following companies:
Company Name
Exchange
Country
of HQ
Primary Industry
Classification
Revenue1
($Mil)
Enterprise
Value
($Mil)2
Market
Cap
($Mil)2
Employee
Count2
US-Listed
Allison Transmission Holdings, Inc.
NYSE
US
Construction Machinery
& Heavy Ttucks
​$3,035
​$7,190
​$5,204
​3,700
American Axle & Manufacturing Holdings, Inc
NYSE
US
Automotive Parts & Equip.
​$6,080
​$3,389
​$1,031
​19,000
Autoliv, Inc..
NYSE
Sweden
Automotive Pans & Equip.
​$10,475
​$10,673
​$9,106
​62,567
BorgWamer Inc.
NYSE
US
Automotive Parts & Equip.
​$14,198
​$11,577
​$8,427
​39,900
Cooper-Standard Holdings Inc.
NYSE
US
Automotive Pans & Equip.
​$2,816
​$1,410
​$336
​20,000
Dana Incorporated
NasdaqGS
US
Automotive Parts & Equip.
​$10,555
​$4,912
​$2,109
​41,800
Gentex Corporation
NYSE
US
Automotive Pans & Equip.
​$2,299
​$7,343
​$7,618
​6,245
Modine Manufacturing Company
NYSE
US
Automotive Parts & Equip.
​$2,422
​$3,407
​$3,119
​11,300
Sensata Technologies Holding plc.
NYSE
US
Elec. Comp. & Equip.
​$4,054
​$8,594
​$5,686
​19,400
The Timken Company
NYSE
US
Industrial Machinery
​$4,769
​$7,703
​$5,655
​19,602
Visteon Corporation
NasdaqGS
US
Automotive Pans & Equip.
​$3,954
​$3,528
​$3,474
​10,000
Non-US Listed
Autoneum Holding AG
SWX
Switzerland
Automotive Pans & Equip.
​$2,734
​$1,551
​$792
​16,519
ElringKlinger AG
DB
Germany
Automotive Parts & Equip.
​$1,987
​$782
​$350
​9,625
HELLA GmbH & Co. KGaA
DB
Gemany
Automotive Pans & Equip.
​$8,792
​$9,404
​$9,167
​37,773
Martinrea International Inc.
TSX
Canada
Automotive Parts & Equip.
​$4,044
​$2,287
​$1,130
​19,000
Rheinmetall AG
DB
Gemany
Aerospace and Defense
​$7,932
​$14,672
​$12,451
​24,753
Tl Fluid Systems plc
LSE
UK
Automotive Parts & Equip.
​$3,887
​$1,476
​$783
​25,600
(1)
Amounts in this column reflect trailing 12-month data as of February 6, 2024.
(2)
Amounts in this column reflect data as of December 31, 2023.
Meritor, Inc. was acquired in 2022 by Cummins and LEONI AG was delisted from the Frankfurt Stock Exchange in 2023. As a result, neither company is included in the table above and will not be included in the peer group moving forward. In May 2023, the Talent Management and Compensation Committee determined that Rheinmetall AG no longer qualified as a peer company and, while included as a peer group company in 2023 for market comparison purposes, will not be included in the peer group moving forward.

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The Talent Management and Compensation Committee intends to continually evaluate the peer group to ensure that it remains an appropriate market reference going forward and continues to suit our business needs.
In addition to reviewing information regarding the peer group, our Talent Management and Compensation Committee also leverages broader market survey and data sources to guide the establishment of our executive compensation programs.
Elements of Executive Compensation
The following is a discussion of the primary elements of 2023 compensation for each of our NEOs as determined by our Board. All amounts are shown in USD. Certain amounts payable to our NEOs represent compensation paid in Swiss Francs (including salary and bonuses) and were converted to USD using the exchange rate for the year ended December 31, 2023, of 1 USD to 0.841772 CHF, unless otherwise noted.
Base Salary
Base salaries are intended to attract and compensate high-performing and experienced leaders and are determined based on performance, scope of responsibility, and years of experience with reference made to relevant competitive market data.
The following table sets forth the base salaries for each of our NEOs for 2023, which were increased by our Talent Management and Compensation Committee on February 16, 2023 (effective as of April 1, 2023) in the following amounts to align with the competitive market. The actual base salaries paid to each of our NEOs for 2023 are disclosed in the Summary Compensation Table below.
Named Executive Officer
2022 Annual
Base Salary
($)1
2023 Annual
Base Salary
($)1
Percentage
Increase
(%)1
Olivier Rabiller
1,090,556
1,123,273
3.0
Sean Deason
690,686
704,499
2.0
Craig Balis
506,075
523,788
3.5
Thierry Mabru
509,996
527,846
3.5
Jérôme Maironi
542,605
553,457
2.0
(1)
2022 and 2023 base salaries disclosed in the respective columns above were originally denoted in local currency (CHF) and, in each case, have been converted to USD using the exchange rate for the year-ended December 31, 2023 of 1 USD to 0.841772 CHF. The percentage increase in the chart above reflects the increase in base salary denominated in local currency (CHF) prior to conversion to USD.
Short-Term Incentive Compensation Plan (“ICP”) Awards
ICP awards are intended to motivate and reward executives to achieve annual corporate, strategic business group and functional goals in key areas of financial and operational performance. Each NEO’s target ICP opportunity is based upon a percentage of base salary. The target percentages for each NEO, as a percentage of base salary, are set forth below:
Named Executive Officer
2023
Target ICP Opportunity
(% of Base Salary)
Olivier Rabiller
125%
Sean Deason
80%
Craig Balis
70%
Thierry Mabru
70%
Jérôme Maironi
65%

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For 2023, the ICP payout was based in part on the achievement of objective Company performance criteria (the “Company Performance Portion”), which represented 75% of the award opportunity, and on the achievement of individual performance goals (the “Individual Performance Portion”), which represented the remaining 25% of the award opportunity.
Company Performance. The 2023 ICP award opportunities under the Company Performance Portion were based on the achievement of three financial performance criteria: Adjusted EBITDA ($M), Adjusted EBITDA Margin (%) and Adjusted Free Cash Flow Conversion (%), weighted as shown in the table below.
Performance goals for each metric were established at threshold, target and maximum levels. Payout for achievement at or above maximum for each metric was capped at 200% of target, and achievement below threshold would result in no payout. Straight-line interpolation is used to calculate payouts associated with results falling between goals. The goals were set at levels that were expected to be challenging but achievable at the outset of the year. The following table sets forth the applicable goals and achievements for each measure:
Performance Criteria*
Weighting
Threshold
(25%)
Target
(100%)
Maximum
(200%)
Achievement
Payout
Adjusted EBITDA $M(1)
40%
$502
$590
$679
$635
138%
Adjusted EBITDA Margin(2)
40%
14.4%
15.7%
17.0%
16.4%
144%
Adjusted Free Cash Flow Conversion(3)
20%
52.7%
62.0%
71.3%
70.4%
185%
*
Achievement of each metric is determined on a constant currency basis and excludes the impact of changes in foreign exchange rates.
(1)
“Adjusted EBITDA” is defined as our net income calculated in accordance with U.S. GAAP, plus the sum of interest expense net of interest income, tax expense and depreciation, further adjusted for capital structure transformation costs, stock compensation expense, non-operating income/expense, repositioning costs, discounting costs on factoring, and foreign exchange gain/loss on debt net of related hedging gains/losses.
(2)
“Adjusted EBITDA Margin” is defined as Adjusted EBITDA divided by net sales.
(3)
“Adjusted Free Cash Flow Conversion” is defined as adjusted free cash flow (i.e., net cash provided by operating activities less expenditures for property plant and equipment, and additionally adjusted for discretionary items including cash paid for repositioning charges and capital structure transformation expenses, cash flow impacts for factoring and guaranteed bank notes activity, and cash proceeds from cross currency swap contracts) divided by adjusted EBITDA.
Individual Performance: Effective for 2023 and onwards, the Talent Management and Compensation Committee determined the bonus pool for the individual ICP payout which represents 25% of the award opportunity. Our Chief Executive Officer recommends individual payouts (such payout capped at 200% of target) for our NEOs to the Talent Management and Compensation Committee and the Board for approval. The Chief Executive Officer’s payout allocation is determined by our Talent Management and Compensation Committee and the Board based on his achievement of the individual performance goals. For 2023, the Talent Management and Compensation Committee determined the achievement of individual goals was above target. The ultimate allocations for our NEOs, including our Chief Executive Officer, under the bonus pool are set forth in the ICP pay-out table below.
Each of the NEOs had individual performance goals for 2023 as follows:
Mr. Rabiller’s goals included the following;
implementing Electric Vehicle growth vectors initiatives to planned milestones;
pursuing organic and inorganic growth opportunities;
ensuring flawless launches for core turbo, e-boosting, fuel cell compressors;
optimizing capital allocation by simplifying capital structure;
delivering on ESG milestones and advancing the Company’s long-term ESG strategy; and
adapting cost to volatile revenue outlook; and
reinforcing compliance process.

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Mr. Deason’s goals included the following:
building and implementing a comprehensive plan to simplify the capital structure and optimize capital allocation to maximize long-term shareholder value;
develop financial modelling for medium and long-term planning;
enhance working capital and cash flow forecasting and variance analysis; and
execute fixed cost and productivity initiatives.
Mr. Balis’ goals included the following:
implementing Electric Vehicle (EV) growth vectors and achieving milestones for such plans;
driving organic pipeline projects to go/no go decisions;
continuing to drive core turbo transformation;
delivering Research and Development transformation; and
delivering on ESG milestones and finalizing long-term ESG strategy.
Mr. Mabru’s goals included the following:
delivering on the Company’s end-to-end supply chain transformation initiative;
achieving a new supply chain planning system;
delivering on direct material, freight and indirect cost objectives, including inflation management initiatives;
reinforcing compliance process as part of the Garrett Excellence Model (GEM) and updating GEM requirements and certifications accordingly; and
delivering on the Company’s Safety Quality Delivery Continuous Improvement targets.
Mr. Maironi’s goals included the following:
supporting strategic capital allocation actions;
enforcing compliance with a specific focus on record retention;
implementing government sponsored technology programs globally; and
delivering on ESG milestones (especially on governance).
Individual performance goals for the NEOs are typically developed during the Company’s annual strategic planning to ensure rigor and business alignment, and the year-end performance assessment is performed using a formal process that matches actual performance and behaviors against established expectations.
The Company Performance Portion and the Individual Performance Portion for each NEO are weighted 75% and 25%, respectively, to determine the total ICP payout for each NEO.
The 2023 annual cash payments paid to our NEOs under the ICP are as follows:
Named
Executive Officer
2023 Total ICP Payout1
Earned ($)
Payout as % Target (%)
Olivier Rabiller
2,246,546
160%
Sean Deason
887,669
158%
Craig Balis
545,394
149%
Thierry Mabru
549,620
149%
Jérôme Maironi
503,646
140%
1.
The 2023 ICP payouts disclosed in the respective columns above were originally denoted in local currency (CHF) and, in each case, have been converted to USD using the exchange rate for the year ended December 31, 2023 of 1 USD to 0.841772 CHF.