Additionally, under the offer letter, Mr. Rabiller is eligible for an annual grant of equity awards with an initial target opportunity of 325% of annual base salary (which was 375% in 2023). Mr. Rabiller’s annual equity award will be determined by the Board and will be based on his individual performance.
In addition, Mr. Rabiller is eligible to receive vacation benefits in accordance with Company policy and a cash car allowance in the amount of $2,049 per month.
In the event of Mr. Rabiller’s involuntary termination of employment without cause, he will be entitled to certain payments, as described under “Summary of Potential Payments and Benefits—Termination Events” below. Mr. Rabiller’s offer of employment is also contingent upon his execution of the Company’s intellectual property and non-competition agreements, which include two-year post-termination non-competition and non-solicitation restrictions and customary confidentiality provisions.
Senior Vice President and Chief Financial Officer—Sean Deason
On May 29, 2020, the Company and Garrett Motion Sàrl entered into an employment agreement with Mr. Deason appointing him as Senior Vice President and Chief Financial Officer of the Company effective June 15, 2020. The agreement provides Mr. Deason with an annual base salary of $677,143 (which was $704,499 in 2023) and an annual cash incentive target opportunity under the ICP equal to 80% of his annual base salary.
In addition, pursuant to his employment agreement, Mr. Deason received a one-time sign-on bonus of $1,063,570. The sign-on bonus would have been repaid by Mr. Deason if prior to the one-year anniversary of his start date, Mr. Deason’s employment was terminated for any reason. Mr. Deason also received a one-time relocation bonus equal to $159,535, which is subject to repayment if Mr. Deason terminates employment for any reason or if Garrett Motion Sàrl terminates Mr. Deason’s employment (other than for reason of redundancy) prior to the second anniversary of his start date. Additionally, under the employment agreement, Mr. Deason is eligible for an annual grant of equity awards with an initial target opportunity of 170% of annual base salary (which was 190% in 2023). Mr. Deason’s annual equity award will be determined by the Board and will be based on his individual performance.
Mr. Deason is also eligible to receive vacation benefits in accordance with Company policy, a cash car allowance in the amount of $2,049 per month and tuition reimbursement, for up to two years, to cover the cost of his children’s international school fees. Mr. Deason’s employment agreement also includes two-year post-termination non-competition restrictions and one-year post-termination non-solicitation restrictions.
In the event of Mr. Deason’s involuntary termination of employment without cause, he will be entitled to certain payments, as described under “Summary of Potential Payments and Benefits-Termination Events” below. Mr. Deason’s offer of employment is also contingent upon his execution of the Company’s intellectual property and non-competition agreements, which include customary confidentiality provisions.
Other NEOs—Craig Balis, Thierry Mabru, and Jérôme Maironi
Messrs. Balis, Mabru, and Maironi each serve as “Senior Vice President and Chief Technology Officer”, “Senior Vice President, Integrated Supply Chain (ISC)” and “Senior Vice President, General Counsel, and Corporate Secretary”, respectively, pursuant to letter agreements that were assumed by the Company on completion of the Spin-Off.
The offer letters for Messrs. Balis, Mabru, and Maironi each provide for an annual base salary of $475,188, $481,128, and $534,587 (which was $523,788, $527,846, and $553,457 in 2023), respectively, and an annual cash incentive target opportunity under the ICP equal to 55%, 55% and 60% of the executive’s annual base salary, respectively, which have since been increased to 70%, 70% and 65%, respectively, after taking into consideration industry and market data, and mix of target compensation for each executive.
Additionally, under the offer letters, each of Messrs. Balis, Mabru, and Maironi is eligible for an annual grant of equity awards with an initial target opportunity of 200%, 160% and 189% (which was 200%, 190%, and 189% in 2023), respectively, of the executive’s annual base salary. Annual equity awards will be determined by the Board and are based on the executive’s individual performance.