UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
United States
Securities and Exchange Commission
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Securities Exchange Act of 1934
(Amendment (Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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☒ | Filed by the Registrant | ☐ | Filed by a Party other than the Registrant |
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☐ | Preliminary Proxy Statement | ||||
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☒ | Definitive Proxy Statement | ||||
☐ | Definitive Additional Materials | ||||
☐ | Soliciting Material Under Rule 14a-12 |
AUTOLIV, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
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Payment of Filing Fee (Check the appropriate box): | ||||
☒ | No fee required. | |||
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Fee paid previously with preliminary | ||||
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March 26, 201825, 2024
Dear Stockholder,
It is my pleasure to invite you to the 20182024 Annual Stockholders Meeting of Stockholders of Autoliv, Inc. to be held on Tuesday,Friday, May 8, 201810, 2024, at The Langham Hotel, 330 North Wabash Avenue, Chicago, Illinois, 60611, commencing at 9:2:00 a.m. local time.p.m. Eastern Time.
We are pleased to invite participants to attend the Annual Meeting in-person. We will also host the meeting virtually via webcast.
Information regarding the matters to be voted upon at this year’s Annual Meeting is included in the Notice of Annual Meeting of Stockholders and the Proxy Statement.
It is important that your shares are represented at the Annual Meeting. Therefore, please providesubmit your proxy by following the instructions provided in the Proxy Statement and in the Notice of Internet Availability of Proxy Materials. This way, your shares will be voted as you direct even if you cannot attend the Annual Meeting.
A public news release announcing voting results will be published after the Annual Meeting.
The Autoliv, Inc. Annual Report for the fiscal year ended December 31, 20172023, is being made available to stockholders with this Proxy Statement. These documents are available at www.autoliv.com.
On behalf of the entire boardBoard of directors,Directors, we look forward to seeinghope you at thewill participate in our Annual Meeting.
Sincerely, | |
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Jan Carlson | |
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Chairman of the | |
Autoliv, Inc. Board of Directors |
Autoliv | 1 | 2024 Proxy Statement |
Notice of Annual Stockholders Meeting |
Date & Time | Your Vote is Important! | |||
You can submit your vote by: | ||||
Friday, May 10, 2024 | Location | Record Date | Admission | |
2:00 p.m. Eastern Time | In person at the | Stockholders as of the | Please see the | |
Westin Book Cadillac Hotel | close of business on | instructions as outlined in | ||
1114 Washington Blvd. | March 15, 2024 | this Proxy Statement. | ||
Detroit, Michigan 48226 | are entitled to vote. | |||
USA | ||||
and | ||||
www.meetnow.global/MJGH2D6 | ||||
AUTOLIV, INC.
Box 70381SE-107 24
Stockholm, Sweden
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 2018
TO THE STOCKHOLDERS OF AUTOLIV, INC.,
NOTICE IS HEREBY GIVEN that the 20182024 Annual Stockholders Meeting of Stockholders of Autoliv, Inc. (“Autoliv” or the “Company”) will be held on Tuesday,Friday, May 8, 201810, 2024 at the Westin Book Cadillac Hotel, 1114 Washington Blvd., Detroit, Michigan 48226, USA and virtually via webcast commencing at 9:2:00 a.m. local time at The Langham Hotel, 330 North Wabash Avenue, Chicago, Illinois, 60611,p.m. Eastern Time to consider and vote upon:
1. | Election of eleven (11) directors to the Board of Directors of Autoliv for terms of office expiring on the date of the Annual Stockholders Meeting |
2. |
3. | Ratification of the appointment of Ernst & Young AB as the Company’s independent |
4. | Any other business that may properly come before the Annual Meeting or any continuation, postponement, or adjournment thereof. |
The Board of Directors has fixed the close of business on March 12, 201815, 2024 as the record date for the Annual Meeting. All stockholders of record as of the close of business on that date are entitled to notice of, and to be present and vote at, the Annual Meeting and at any continuation thereof. These proxy materials were first made available, sent or given to stockholders on or about March 25, 2024.
We intend to conduct the Annual Meeting both in-person and virtually via webcast. Attendance at the Annual Meeting will be limited to stockholders of record as of the record date, beneficial owners having evidenceclose of ownership as ofbusiness on March 15, 2024, the record date, a maximum of one authorized representative of an absent stockholder, and invited guests of management. Any person claiming to beor if you are an authorized representative of aany such stockholder must, upon request, produce written evidence of such authorization.or beneficial holder. If you plan to attend the meeting in-person or virtually on the Internet, please follow the registration instructions as outlined in this proxy statement.
The meeting will be conducted pursuant to the Company’s Third RestatedBy-Laws and rules of order prescribed by the Chairman of the Annual Meeting.
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TABLE OF CONTENTSAnthony Nellis
Executive Vice President, Legal Affairs;
General Counsel; and Secretary
Autoliv | 2 | 2024 Proxy Statement |
TABLE OF CONTENTS |
Page No. | ||||
Vote Required to Approve Each Proposal at the Annual Meeting | ||||
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Solicitation of Proxies | 13 | |||
14 | ||||
Nominees for Directors at the | ||||
Sustainability Program | 20 | |||
21 | ||||
Board Independence | 22 | |||
Retirement Age Policy and Director Tenure | 22 | |||
Board Refreshment | 23 | |||
Core Director Skills | 23 | |||
Onboarding and Continuing Education for Directors | 24 | |||
Board and Committee Evaluations | 24 | |||
Board Leadership Structure and Risk Oversight | ||||
Board Compensation | 27 | |||
28 | ||||
Corporate Governance Guidelines and Codes of Conduct | ||||
Political Contributions and Lobbying | 28 | |||
28 |
Autoliv | 3 | 2024 Proxy Statement |
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Autoliv | 2024 Proxy Statement |
PAY VERSUS PERFORMANCE | 75 | |||
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Autoliv | 5 | 2024 Proxy Statement |
2024 Proxy Statement at a Glance |
2018 PROXY STATEMENT AT A GLANCE
The following executive summary is intended to provide a broad overview of the items that you will find elsewhere in this Proxy Statement. As this is only a summary, we encourage you to read the entire Proxy Statement for more information about these topics prior to voting at the Annual Meeting.
Annual Meeting of Stockholders
Time and Date: |
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Location: |
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Record Date: | Stockholders as of the close of business on March | ||
Admission: | Please see the instructions on page |
Meeting Agenda and Voting Matters
Proposal | Board’s Voting Recommendation | Page Reference | ||
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1. Election of Directors | FOR EACH NOMINEE | |||
2. Advisory Vote to Approve Executive Compensation | FOR | |||
3. Ratification of the Appointment Independent | FOR |
– PROPOSAL 1 –
PROPOSAL 1 | PROPOSAL 1 | ||||||||||||||
Director Nominees for Election | Director Nominees for Election | Director Nominees for Election | |||||||||||||
Name | Age | Director Since | Independent | Committees | Other Current Public Co. Boards |
Age |
Director Since |
Independent/ |
Committees |
Other Current | |||||
Robert W. Alspaugh | 71 | 2006 | Yes | AC (Chairman), RCC | 3 | ||||||||||
Mikael Bratt | 57 | 2018 | No | — | 0 | ||||||||||
Laurie Brlas | 66 | 2020 | Yes | ARC, NCGC | 3 | ||||||||||
Jan Carlson | 57 | 2007 | No | - | 2 | 63 | 2007 | Yes | — | 2 | |||||
Hasse Johansson | 68 | 2018 | Yes | - | 2 | 74 | 2018 | Yes | ARC | 2 | |||||
Leif Johansson | 66 | 2016 | Yes | LDCC, NCG (Chairman) | 3 | 72 | 2016 | Yes | LDCC, NCGC (Chair) | 0 | |||||
David E. Kepler | 65 | 2015 | Yes | AC, RCC (Chairman) | 2 | ||||||||||
Franz-Josef Kortüm | 67 | 2014 | Yes | NCG | 1 | 73 | 2014 | Yes | NCGC | 1 | |||||
Frédéric Lissalde | 56 | 2020 | Yes | LDCC (Chair), NCGC | 1 | ||||||||||
Xiaozhi Liu | 62 | 2011 | Yes | LDCC, NCG | 1 | 68 | 2011 | Yes | LDCC | 1 | |||||
James M. Ringler | 72 | 2002 | Yes | LDCC (Chairman), NCG | 4 | ||||||||||
Kazuhiko Sakamoto | 72 | 2007 | Yes | RCC | 0 | ||||||||||
Gustav Lundgren | 42 | 2022 | Yes | ARC | 0 | ||||||||||
Martin Lundstedt | 56 | 2021 | Yes | LDCC | 1 | ||||||||||
Ted Senko | 62 | 2018 | Yes | - | 0 | 68 | 2018 | Yes | ARC (Chair) | 0 | |||||
Wolfgang Ziebart | 68 | 2015 | Yes | AC, RCC | 2 | ||||||||||
ARC: Audit and Risk Committee LDCC: Leadership Development and Compensation Committee NCGC: Nominating and Corporate Governance Committee |
ARC: Audit and Risk Committee LDCC: Leadership Development and Compensation Committee NCGC: Nominating and Corporate Governance Committee | ||||||||||||||
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Attendance: | Each |
Governance Highlights: |
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■ | 10 of the 11 Director Nominees are independent directors | |
■ | Board committees composed entirely of independent directors
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■ | Directors elected for
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■ | Average tenure of the nominated non-employee directors is seven years, with two new directors in the last three years | |
■ | Diverse
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■ | Annual Board and
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■ | Independent directors meet in executive session at least
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■ | Stock ownership guidelines for non-employee directors and | |
■ | Compliance, operational, and
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■ | Company policy against hedging, short-selling, and pledging by | |
– PROPOSAL 2 –
Sustainability Highlights: | ||
■ | 35,000 lives saved by our products annually | |
■ | Focus on our climate program and long-term climate target covering our own operations and supply chain | |
■ | Reduced absolute Scope 1 + 2 emissions by 17% and greenhouse gas (GHG) emissions intensity (measured as Scope 1 + 2 emissions tons per million USD sales, FX adjusted) by 29%, compared to | |
■ | Obtained limited assurance by Ernst & Young of Scope 1 + 2 emissions | |
■ | Significantly increased our use of renewable electricity: 23% in 2023 compared to 13% in 2022 | |
■ | Expanded environmental reporting of water, circularity, biodiversity, GHG emissions, and energy data | |
■ | Further integrated sustainability into supply chain management by launching our Sustainable Sourcing Requirements for direct material suppliers | |
■ | Quarterly reports and presentations by management on the Sustainability Program to the Nominating and Corporate Governance Committee | |
We are requesting that our stockholders approve, on an advisory basis, the compensation of our Named Executive Officers as disclosed in this Proxy Statement. This proposal was supported by approximately 81.8%, 81.8% and 78.2% of the votes cast in each of 2017, 2016 and 2015, respectively. Please see the Compensation Discussion and Analysis, Summary Compensation Table and other tables and disclosures beginning on page 23 of this Proxy Statement for a full discussion of our executive compensation program. The table below highlights the 2017 total direct compensation for each Named Executive Officer.(1)
Named Executive Officer | Salary ($)(1) | Annual Bonus ($)(1) | Stock Awards ($) | |||
Jan Carlson | 1,710,065 | 1,103,743 | 991,155 | |||
Mats Backman | 656,933 | 295,620 | 371,392 | |||
Mikael Bratt | 757,999 | 303,579 | 371,392 | |||
Steve Fredin | 598,478 | 269,315 | 371,392 | |||
Lars Sjöbring | 681,200 | 238,420 | 371,392 |
7 | 2024 Proxy Statement |
PROPOSAL 2 | |||
Advisory Vote to Approve Executive Compensation | |||
We are requesting that our stockholders approve, on an advisory basis, the compensation of our Named Executive Officers as disclosed in this Proxy Statement. This proposal was supported by approximately 97.1%, 97.6%, and 81.7% of the votes cast in each of 2023, 2022, and 2021, respectively. Please see the Compensation Discussion and Analysis, Summary Compensation Table, and other tables and disclosures beginning on page 46 of this Proxy Statement for a full discussion of our executive compensation program. The table below highlights the 2023 total direct compensation for each Named Executive Officer. | |||
Named Executive Officer | Salary ($)(1) | Annual Bonus ($)(1)(2) | Stock Awards ($)(1)(3) |
Mikael Bratt | 1,304,818 | 1,182,811 | 865,393 |
Fredrik Westin | 599,672 | 491,731 | 280,000 |
Kevin Fox | 530,244 | 434,800 | 200,000 |
Sng Yih | 522,791 | 428,689 | 250,000 |
Anthony Nellis | 583,002 | 334,643 | 220,000 |
Frithjof Oldorff(4) | 649,623 | 308,248 | 250,000 |
(1) | Information included in the table above is not intended as a substitute for amounts reflected in the Summary Compensation Table on page 60. |
(2) | For currency exchange rates used, see footnote 1 to the Summary Compensation Table on page |
Compensation Governance Highlights
(3) | These amounts shown represent the full value of the grant which is different from the value reported for 2023 in the “Stock Awards” column of the Summary Compensation Table on page 60 of this Proxy Statement, which reports the value of restricted stock units (RSUs) and of one-third each of the 2021, 2022, and 2023 performance stock units (PSUs) granted in accordance with applicable accounting rules. The Leadership Development and Compensation Committee considers the full value of the grant in this table in its determination of annual compensation. |
(4) | Not an executive officer as of May 31, 2023. |
Compensation Governance Highlights
■ The Leadership Development and Compensation Committee (“LDCC”) is composed |
■We ■ The LDCC retains an independent |
consultant who does no other work for the company.
■The |
■ We have consistently used PSUs since 2019. PSUs are 100% for the CEO and 75% for other executives of the value of long-term equity incentive grants.
■ Since 2022, our PSUs include a performance metric related to the reduction of greenhouse gas emissions.
■ Regular RSUs and PSUs granted to employees have a minimum three-year vesting period.
■ The LDCC conducts an annual assessment of potential compensation-related risk to the Company, including incentive arrangements below the executive level.
■ All Named Executive Officers are part of defined contribution retirement arrangements.
■ No stock options have been granted since 2015. ■Our equity plan prohibits the repricing of stock options without stockholder approval. |
■The exercise price of options historically granted under our equity plan is never less than the fair market value (as defined in our equity plan) of our stock on the date of grant. |
■ Since 2019, all equity granted includes double-trigger acceleration of unvested equity in the event of a qualifying termination following a change in control in which outstanding awards are |
publicly traded surviving entity.
■ There are no U.S. tax code ■ The change in control definition contained in our equity plan is not a “liberal” definition that would be activated on only stockholder approval of a transaction. ■ Our Executive Compensation Recoupment Policy permits the Board to clawback and cause the forfeiture of executive compensation in a broader set of circumstances than the mandatory requirements of the NYSE listing standards. |
– PROPOSAL 3 –
Autoliv | 8 | 2024 Proxy Statement |
PROPOSAL 3 | ||
Ratification of the Appointment of Independent Registered Public Accounting Firm | ||
We are requesting that our stockholders ratify the appointment of Ernst & Young AB as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Fees paid to our independent registered public accounting firm over the past two years were as follows: | ||
Type of Fees (Dollars in millions) | 2023 | 2022 |
Audit Fees | $8.906 | $8.170 |
Audit-Related Fees | $0.294 | $0.233 |
Tax Fees | $0.084 | $0.057 |
All Other Fees | $0.017 | $0.014 |
Total | $9.301 | $8.474 |
Autoliv | 9 | 2024 Proxy Statement |
Information Concerning Voting and Solicitation |
We are requesting that our stockholders ratify the appointment of Ernst & Young AB as our independent auditors for the fiscal year ending December 31, 2018. Fees paid to our independent auditors over the past two years were as follows:
Type of Fees (Dollars in millions) | 2017 | 2016 | ||||||
Audit Fees | $ | 10.570 | $ | 9.849 | ||||
Audit-Related Fees | $ | 1.013 | $ | 0.358 | ||||
Tax Fees | $ | 0.128 | $ | 0.082 | ||||
All Other Fees | $ | 0.052 | — | |||||
Total | $ | 11.763 | $ | 10.289 |
AUTOLIV, INC.
Box 70381SE-107 24
Stockholm, Sweden
PROXY STATEMENT
INFORMATION CONCERNING VOTING AND SOLICITATION
Availability of Proxy Materials on the Internet
Our Board of Directors (the “Board”) made this Proxy Statement and the Company’s Annual and Sustainability Report for the fiscal year ended December 31, 20172023 available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Board’s solicitation of proxies for use at our Annual Meeting of Stockholders, to be held in-person and virtually via webcast on Tuesday,Friday, May 8, 201810, 2024 commencing at 9:2:00 a.m. local time at The Langham Hotel, 330 North Wabash Avenue, Chicago, Illinois, 60611,p.m. Eastern Time and at any adjournment thereof (the “2018“2024 Annual Meeting” or the “Annual Meeting”).
The date of this Proxy Statement is March 26, 2018,25, 2024, the approximate date on which this Proxy Statement and proxy card are first being mailed and made available on the Internet to stockholders entitled to vote at the Annual Meeting. The Company’s Annual Report on Form10-K for the fiscal year ended December 31, 20172023 was publicly filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 22, 2018.20, 2024.
You are entitled to vote at the Annual Meeting if you were a stockholder of record of our common stock as of the close of business on March 12, 201815, 2024 (the “Record Date”). Each stockholder is entitled to one vote for each share of our common stock held on the Record Date. Our stockholders do not have cumulative voting rights.
At the close of business on the Record Date, 87,090,34981,455,417 shares of our common stock were outstanding and entitled to vote and no shares of our preferred stock were outstanding. A majority of the shares of our common stock outstanding on the Record Date, present in personin-person or virtually or represented by proxy, will constitute a quorum at the Annual Meeting.
If you are a stockholder of record, you may vote by proxy on the Internet or by telephone by following the instructions provided in the Notice of Internet Availability of Proxy Materials sent to you. If you requested printed copies of the proxy materials by mail, or have a printed proxy card, you may also vote by filling out the proxy card and returning it in the envelope provided. You may also vote in personin-person or electronically at the Annual Meeting.
If you are a beneficial owner of shares held in “street name,” please refer to the instructions provided by your bank, broker, or other nominee for voting your shares. If you wish to vote in personin-person or electronically at the Annual Meeting, you must obtain a valid proxy from the organization that holds your shares and have proof of ownership of shares of our common stock as of the Record Date.
If you properly complete your proxy card and send it to the Company prior to the taking of the vote at the Annual Meeting, or submit your proxy electronically by Internet or by telephone before voting closes, your proxy
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(one (one of the individuals named in the proxy card) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your proxy will vote your shares as recommended by the Board: (i) to elect the director nominees listed in “Election of Directors,” (ii) to approve the compensation of the Company’s named executive officers, and (iii) for the ratification of the appointment of Ernst & Young AB as the Company’s independent auditorsregistered public accounting firm for the 20182024 fiscal year.
Voting on Matters Not in Proxy Statement
The deadlines have passed for stockholders to (i) nominate directors for election to the Board and (ii) for other stockholder proposals to be brought before the Annual Meeting. Thus, only the Company may (i) substitute director nominees or (ii) bring other business before the Annual Meeting. The Company does not plan to substitute any director nominee, and the Company does not intend to raise any matter other than those described in this Proxy Statement at the Annual Meeting.
Autoliv | 10 | 2024 Proxy Statement |
However, administrative and similar matters can arise at any Annual Meeting.annual meeting. To address such unforeseen matters, your proxy may exercise his or her discretion and authority to vote on such matters incidentincidental to the conduct of the Annual Meeting only. Note that this authority is limited by applicable law, the proxy rules of the SEC, and the listing rules of the New York Stock Exchange (the “NYSE”).
Revoking Proxies or Changing Your Vote
You may revoke your proxy and change your vote before the taking of the vote at the Annual Meeting. Prior to the applicable cutoff time, you may change your vote on a later date via the Internet or by telephone (in which case only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted), by signing and returning a new proxy card with a later date, or by attending the Annual Meeting in person or virtually and voting in person.person or electronically. However, your attendance at the Annual Meeting either in-person or virtually will not automatically revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation to Autoliv at its mailing address prior to the Annual Meeting.
Voting Rights of Holders of SDRs
Holders of Autoliv’s Swedish Depository Receipts (“SDRs”) are entitled to vote the shares of common stock of the Company underlying their SDRs at the 20182024 Annual Meeting as if they directly held the common stock of the Company. Therefore, each holder of SDRs is entitled to one vote for each share of common stock underlying each SDR held on the Record Date. To have their votes counted at the 20182024 Annual Meeting, SDR holders must give instructions as to the exercise of their voting rights by proxy or attend the Annual Meeting either in-person or virtually and represent their shares of common stock of the Company underlying the SDRs at the Annual Meeting in person.Meeting.
Non-Voting Shares, Abstentions and Broker“Non-Votes” “Non-Votes”
Shares held by persons attending the Annual Meeting but not voting, shares represented by proxies that reflect abstentions as to a particular proposal, and broker“non-votes” “non-votes” will be counted as present for purposes of determining a quorum. A broker“non-vote” “non-vote” occurs when a nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares. Brokers do not have discretionary authority to vote on ItemsProposals 1 and 2 set forth below. Brokers generally have discretionary authority to vote on ItemProposal 3 set forth below.
Vote Required to Approve Each Proposal at the Annual Meeting
The following summary describes the vote required to approve each of the proposals at the Annual Meeting.
PROPOSAL 1 | |
Directors will be elected by a plurality of the votes |
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his or her resignation to the Board for consideration. A committee consisting of the Board’s independent directors (which will exclude any director who is required to offer his or her resignation) shall consider all relevant factors and decide on behalf of the Board the action to be taken with respect to such offered resignation and will determine whether to accept or reject the resignation. The Company will publicly disclose the Board’s decision |
PROPOSAL 2 | |
Thenon-binding advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in this Proxy Statement requires the affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote thereat. Abstentions will have the same effect as a vote against the proposal. Brokernon-votes will have no effect in determining the outcome of the proposal. |
Autoliv | 11 | 2024 Proxy Statement |
PROPOSAL 3 |
The ratification of the |
Any other proposal brought before the Annual Meeting (if any) will be decided by a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter. Consequently, abstentions will have the same effect as a vote against the matter and brokernon-votes will have no effect on determining the outcome of the matter.
Attendance at the Annual Meeting or any adjournment or postponement thereof will be limited to stockholders of the Company as of the close of business on the record date and guests of the Company. We intend to conduct the Annual Meeting both in-person and virtually via webcast. However, we may impose additional procedures or limitations on in- person meeting attendees, or we may decide to hold the Annual Meeting entirely online (i.e., a virtual-only meeting). We will issue a press release announcing any changes to the Annual Meeting, and we will also announce any changes on our proxy website, located at www.envisionreports.com/ALV. We encourage you to check this website in advance if you plan to attend the Annual Meeting in-person.
To attend the Annual Meeting virtually, please follow these instructions:
Registered Holders
Stockholders that hold shares registered directly with Autoliv’s transfer agent, Computershare, should log in to the virtual Annual Meeting site at www.meetnow.global/MJGH2D6 using the 15-digit control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card (if you requested printed materials), or on the instructions that accompanied your proxy materials.
Beneficial Holders
If you hold your shares in “street name” through an intermediary, such as a bank, broker, or other nominee, you will need to register in advance to attend the Annual Meeting. To register you should:
(i) | obtain a proof of proxy power, or “legal proxy”, from the holder of record of your shares (the intermediary, bank, broker, or other nominee); and |
(ii) | submit proof of such legal proxy (along with along with your name and email address) by forwarding the email from such intermediary, bank, broker, or other nominee, or attaching an image of your legal proxy, to legalproxy@computershare.com. Requests for registration should have a subject line of “Autoliv Legal Proxy” and be received no later than 5:00 P.M., Eastern Time, on May 7, 2024. |
Upon completion of this process, you will receive a confirmation email from Computershare of your assigned 15-digit control number and registration for the Annual Meeting at www.meetnow.global/MJGH2D6.
Holders of Swedish Depository Receipts (SDRs)
SDR holders registered on an account directly at Euroclear or with a Swedish nominee as of the Record Date, will need to register in advance to attend the Annual Meeting.
To register you should send a request to Computershare Sweden for a legal proxy and control number to info@computershare.se. Requests should have a subject line of “Autoliv Legal Proxy” and reference your stockholder ID and the code written on your proxy card, and be received no later than 17:00, Central European Time, on April 27, 2024.
Upon completion of this process, you will receive a confirmation email from Computershare of your assigned control number and registration for the Annual Meeting no later than 23:00, Central European Time, on May 9, 2024.
Autoliv | 12 | 2024 Proxy Statement |
Asking Questions at the Annual Meeting
Questions may be submitted during the Annual Meeting in-person and through the virtual Annual Meeting site after logging in with the control number. We encourage stockholders who will attend the Annual Meeting virtually to submit questions in advance of the Annual Meeting, preferably by 6:00 P.M., Eastern Time on May 9, 2024.
We will endeavor to answer as many stockholder-submitted questions as time permits that comply with the meeting rules of conduct.
Principal Executive Offices
The Company’s mailing address is Box 70381,SE-107 24 Stockholm, Sweden, and its principal executive offices are located at Klarabergsviadukten 70, Section B, 7th floor, Stockholm, SwedenSE-111 64. The Company’s telephone number is +46 8 587 20 600.
The Company, on behalf of the Board, is soliciting the proxies and will bear the cost of the solicitation of proxies. In addition to solicitation over the Internet and by mail, the Company will reimburse banks, brokers and other custodians, nominees and fiduciaries for reasonable expenses incurred in forwarding proxy materials to beneficial owners of our stock and obtaining their proxies. Certain directors, officers, and other employees of the Company, not specifically employed for this purpose, may solicit proxies, without additional remuneration, by personal interview, mail, telephone, facsimile or electronic mail. In addition, theThe Company has retained Georgeson LLC to assist in the solicitation of proxies for a fee of $14,500$17,600 plus expenses and Computershare AB for a fee of SEK 105,000,103,000, or approximately $12,800,$10,000, plus expenses.
Autoliv | 13 | 2024 Proxy Statement |
Proposal 1 – Election of Directors |
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ITEM 1 - ELECTION OF DIRECTORS
The Company’s Third RestatedBy-Laws (the“By-Laws” “By-Laws”) provide that the size of the Board shall be fixed from time to time exclusively by the Board. The Board has currently fixed the size of the Board at eleven.eleven members.
Robert W. Alspaugh,Mikael Bratt, Laurie Brlas, Jan Carlson, Hasse Johansson, Leif Johansson, David E. Kepler, Franz-Josef Kortüm, Frédéric Lissalde, Xiaozhi Liu, James M. Ringler, Kazuhiko Sakamoto,Gustav Lundgren, Martin Lundstedt, and Ted Senko, and Wolfgang Ziebart, whose present terms will expire at the time of the Annual Meeting, are nominees for election at the 20182024 Annual Meeting. Mr. Gustav Lundgren has been nominated by the Board to be elected at the 2024 Annual Meeting pursuant to the terms of a Cooperation Agreement between the Company and Cevian Capital II GP Limited (“Cevian”), and its affiliates (the “Cooperation Agreement”). Pursuant to the terms of the Cooperation Agreement, Mr. Gustav Lundgren will offer his resignation from the Board if Cevian no longer owns at least 8% of the then-outstanding shares of common stock of the Company. The Cooperation Agreement is described in further detail in the section entitled “Agreements with Stockholders - Cooperation Agreement with Cevian Capital II GP Limited” below.
If elected, all of the above nominees would serve until the 20192025 annual meeting of stockholders and until hisher or herhis successor is elected and qualified, or until hisher or herhis earlier retirement, resignation, disqualification, removal, or death. If any director nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by the Board, either the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or the number of directors may be reduced accordingly. Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve.
Nominees for Directors at the 20182024 Annual Meeting
Below is a summary presentation of each director nominated for election at the 2018 Annual Meeting.
Robert W. Alspaugh, age 71, has been a director of Autoliv since June 2006 and is the Chairman of the Audit Committee and a member of the Risk and Compliance Committee. Prior to becoming a director of Autoliv, Mr. Alspaugh had a36-year career with KPMG, including serving as the senior partner for a diverse array of companies across a broad range of industries. He has worked with global companies in Europe and Japan, in addition to those headquartered in the U.S. Between 2002 and 2005, when he served as Chief Executive Officer of KPMG International, he was responsible for implementing the strategy of this global organization, which includes member firms in nearly 150 countries with more than 100,000 employees. Prior to this position, he served as Deputy Chairman and Chief Operating Officer of KPMG’s U.S. practice. Mr. Alspaugh also serves on the Boards of Directors of Ball Corporation, Verifone Systems, Inc., and Triton International Ltd, which are all public companies, and DSGI Technologies, Inc., a private company. He graduated summa cum laude from Baylor University in Texas in 1970.
The Board believes Mr. Alspaugh’s technical skills and record of achievement gained through his many years of experience working within the global business community support hisre-election to the Board.
Jan Carlson, age 57, was appointed a director of Autoliv in May 2007 after becoming President and Chief Executive Officer of Autoliv on April 1, 2007, and has been Chairman of the Board since May 2014. Mr. Carlson joined Autoliv in 1999 as President of Autoliv Electronics and held that position until April 2005, when he became Vice President of Engineering of Autoliv and a member of the Company’s Executive Committee. Since July 2010, Mr. Carlson has served on the board of directors and compensation committee of BorgWarner Inc., a product leader in highly engineered components and systems for vehicle powertrain applications worldwide. Since 2010, Mr. Carlson has also served on the board of Teknikföretagen (the Association of Swedish Engineering Industries) and Svenskt Näringsliv (the Confederation of Swedish Enterprise). Mr. Carlson will not stand forre-election to the boards of Teknikföretagen or Svenskt Näringsliv in 2018. Mr. Carlson was elected to the Board of Telefonaktiebolaget LM Ericsson in February 2017, and serves on its Technology and Science Committee. In addition, Mr. Carlson served on the board of Trelleborg AB from 2013 through 2017, and has served on the board of directors of Zenuity AB, a private joint venture half owned by Autoliv and Volvo Car Corporation, since April 2017. Prior to joining Autoliv, Mr. Carlson was President of Saab Combitech, a division within the Saab aircraft group specializing in commercializing military technologies. Mr. Carlson has a Master of Science degree in Physics and Electrical Engineering from the University of Linköping in Sweden.
The Board believes that through his many years of experience with Autoliv, including his current role as President and Chief Executive Officer, Mr. Carlson brings extensive knowledge of the Company, its operations, business and industry to the Board, which support hisre-election to the Board.
Mikael Bratt Mikael Bratt, age 57, has been a director of Autoliv since September 2018 and has served as Autoliv’s President and Chief Executive Officer since June 29, 2018. Mr. Bratt previously served as President, Passive Safety from May 2016 until his promotion. Mr. Bratt has been nominated for election to the Board of Directors of Gränges AB, a public Swedish company, at that company’s annual general meeting on May 8, 2024. Mr. Bratt previously served on the board of directors of Höganäs AB, a private Swedish metal powders company, from September 2020 through April 2023. Prior to joining Autoliv, Mr. Bratt spent approximately 30 years with The Volvo Group, a Swedish multinational automotive manufacturing company, including most recently as EVP Group Trucks Operations, part of the group executive management team since 2008. Prior to this, he served as Chief Financial Officer of the Volvo Group. Mr. Bratt studied business administration at the University of Gothenburg, Sweden. The Board believes Mr. Bratt’s years of experience with Autoliv and the automotive industry, including his current role as President and Chief Executive Officer, and his extensive knowledge of the Company, its operations, business, and industry support his re-election to the Board. | |
DIRECTOR AGE: 57 |
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Laurie Brlas Laurie Brlas, 66, joined the Company’s Board on August 1, 2020 and is a member of the Audit and Risk Committee and the Nominating and Corporate Governance Committee. In December 2016, Ms. Brlas retired from Newmont Mining Corporation (“Newmont”), a mining industry leader in value creation and sustainability. Ms. Brlas joined Newmont in 2013 and served as Executive Vice President and Chief Financial Officer until October 2016. From 2006 through 2013, Ms. Brlas held various positions of increasing responsibility with Cliffs Natural Resources, most recently she served as Chief Financial Officer and then as Executive Vice President and President, Global Operations. Prior to that, Ms. Brlas served as Senior Vice President and Chief Financial Officer of STERIS Corporation from 2000 through 2006 and from 1995 through 2000, Ms. Brlas held various positions of increasing responsibility with Office Max, Inc. Most recently Ms. Brlas served as Senior Vice President and Corporate Controller. Ms. Brlas currently serves on the Board of Directors of Albemarle Corporation, a specialty chemical company, Graphic Packaging Holding Company, a global packaging solutions company, and Constellation Energy Corporation, a power generation and customer-facing retail energy business. In the prior five years, Ms. Brlas previously served on the Board of Directors of Perrigo Company PLC, a global healthcare company, from 2003 until May 2019; Calpine Corp., an energy company, from 2016 until 2018; and Exelon Corporation, a Fortune 100 power company, from 2018 until January 2022 when she joined the board of directors of its spinoff, Constellation Energy Corporation. The Board believes Ms. Brlas’ financial expertise and extensive experience with public company management support her re-election to the Board. | |
DIRECTOR AGE: 66 |
Jan Carlson Jan Carlson, age 63, has been a director of Autoliv since May 2007 following his appointment as President and Chief Executive Officer of Autoliv on April 1, 2007 after serving in various executive positions with the company beginning in 1999. He has been Chairman of the Board since May 2014. Mr. Carlson served as President and Chief Executive Officer until resigning upon the completion of the spin-off of Veoneer, Inc. from the Company on June 29, 2018, at which time he became President and Chief Executive Officer of Veoneer, Inc. Since the completion of the spin-off until its sale in April 2022, Mr. Carlson served as Chairman of the Board of Directors of Veoneer, Inc. Mr. Carlson has served as a member of the Board of Telefonaktiebolaget LM Ericsson since February 2017 and its Chairman since April 2023. Mr. Carlson is also a member of the Board of AB Volvo since April 2022. Mr. Carlson served on the board of directors of BorgWarner Inc., a product leader in highly engineered components and systems for vehicle powertrain applications worldwide, from July 2010 until May 2020. In addition, Mr. Carlson served on the board of Trelleborg AB from 2013 through 2017. Prior to joining Autoliv, Mr. Carlson was President of Saab Combitech, a division within the Saab aircraft group specializing in commercializing military technologies. Mr. Carlson has a Master of Science degree in Physics and Electrical Engineering from Linköping University and is an Honorary Doctor at the Technical faculty of Linköping University. The Board believes that Mr. Carlson through his many years of experience with Autoliv, including his former role as President and Chief Executive Officer, and the automotive industry in general brings extensive knowledge of the Company, its operations, business, and industry to the Board, which support his re-election to the Board. | |
DIRECTOR AGE: 63 |
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Hasse Johansson, age 68, was appointed a director of Autoliv in March 2018. Since 2010, Mr. Johansson has been managing director of Johansson Teknik & Form AB, a technology consulting company which he founded. From 2001 to 2009, Mr. Johansson was the Executive Vice President of Research & Development at Scania, a major automotive industry manufacturer of heavy trucks, buses and other commercial vehicles. Prior to his time at Scania, Mr. Johansson worked for nearly 20 years at Mecel AB, an automotive software and systems development company he founded. Mr. Johansson currently serves as a member of the boards of directors of Electrolux AB and DevPort AB, which are both Swedish public companies. Additionally, Mr. Johansson is a member of the Business Executives Council of the Royal Swedish Academy of Engineering Sciences. Mr. Johansson holds a Master of Science in Electrical Engineering from Chalmers University of Technology in Gothenburg, Sweden and holds more than 20 patents in combustion engine control and automotive electronics.
DIRECTOR AGE: 74 | Hasse Johansson Hasse Johansson, age 74, has been a director of Autoliv since March 2018 and is a member of the Audit and Risk Committee. Since 2010, Mr. Johansson has been managing director of Johansson Teknik & Form AB, a technology consulting company which he founded. From 2001 to 2009, Mr. Johansson was the Executive Vice President of Research & Development at Scania, a major automotive industry manufacturer of heavy trucks, buses, and other commercial vehicles. Prior to his time at Scania, Mr. Johansson worked for nearly 20 years at Mecel AB, an automotive software and systems development company he co-founded and in 1994 became a wholly owned subsidiary of Delphi Corporation. Mr. Johansson currently serves as a member of the boards of directors of DevPort AB and Swedish Electromagnet Investment AB, which are both Swedish public companies. Mr. Johansson previously served as a member of the boards of directors of Electrolux AB (2008- April 2020) and PowerCell AB (2018- April 2020). Additionally, Mr. Johansson is a member of the Business Executives Council of the Royal Swedish Academy of Engineering Sciences. Mr. Johansson holds a Master of Science in Electrical Engineering from Chalmers University of Technology in Gothenburg, Sweden and holds more than 20 patents in combustion engine control and automotive electronics. The Board believes Mr. Johansson’s prolific technical background in automotive and other industries, combined with his extensive board experience, support his re-election to the Board. |
Leif Johansson Leif Johansson, age The Board believes that Mr. Johansson’s extensive executive and directorial experience on several international companies in the automotive, manufacturing and technology industries, combined with the knowledge gained through his service on various industry, economic and advocacy organizations, support hisre-election to the Board. | |
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Franz-Josef Kortüm Franz-Josef Kortüm, age
The Board believes that Mr. Kortüm brings a breadth of knowledge and skills related to the automotive industry to the Board. In addition, his corporate governance experience gained through his service on other boards support hisre-election to the Board. | |
DIRECTOR AGE: 73 |
Frédéric Lissalde Frédéric Lissalde, age 56, has been a director of Autoliv since December 2020 and is the Chair of the Leadership Development and Compensation Committee and is a member of the Nominating and Corporate Governance Committee. Mr. Lissalde is President, Chief Executive Officer, and a member of the board of directors of BorgWarner Inc. since August 2018. Mr. Lissalde has held positions of increasingly significant responsibility during his career with BorgWarner since he joined in 1999. He previously served as Executive Vice President and Chief Operating Officer and before that, President and General Manager of BorgWarner Turbo Systems. Prior to joining BorgWarner, Mr. Lissalde held positions at Valeo and ZF in several functional areas in the United Kingdom, Japan, and France. Mr. Lissalde holds a Master’s of Engineering degree from ENSAM - Ecole Nationale Supérieure des Arts et Métiers - Paris, and an MBA from HEC Paris. He is also a graduate of executive courses at INSEAD, Harvard, and MIT. The Board believes that Mr. Lissalde’s deep experience in the automotive industry as well as his experience with companies and institutions around the globe support his re-election to the Board. | |
DIRECTOR AGE: 56 |
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DIRECTOR AGE: 68 | Xiaozhi Liu Xiaozhi Liu, age The Board believes that Dr. Liu brings a unique and valuable set of skills to the Board, based on a combination of her global experience in engineering and technology in Asia, North America, and Europe with her extensive management experience in the automotive industry. Dr. Liu’s knowledge and experience supports herre-election to the Board. |
AGE: 42 | Gustav Lundgren Gustav Lundgren, age
Because of Mr. The Board believes that Mr. Lundgren’s financial expertise and exposure to a |
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Martin Lundstedt Martin Lundstedt, age 56, has been
The Board believes that Mr. | |
DIRECTOR AGE: 56 |
Thaddeus J. “Ted” Senko Thaddeus J. “Ted” Senko, age The Board believes Mr. Senko’s financial, regulatory and risk expertise, experience in various auditing leadership roles and exposure to a wide variety of large audit clients within the global business community support his | |
AGE: 68 |
THE BOARD RECOMMENDS A VOTE “FOR” EACH NOMINEE.
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Corporate Governance |
Stockholder Engagement Efforts
The Company engages with the Company’s stockholders throughout the year to ensure that management and the Board understand and consider the issues that matter most to them, to solicit their views and feedback on various matters, and to provide perspective on the Company’s policies and practices. During 2023, members of the Company’s management met with certain stockholders after each quarterly report to listen to their concerns and positions on a variety of topics, including performance, strategy, capital allocation, corporate governance, human capital management, compensation, environmental and sustainability efforts, and other matters. Management met with more than 600 investors representing more than 66% of the outstanding shares in 2023.
Sustainability Governance
Ultimate oversight of the Company’s sustainability activities lies with the Board of Directors. The Board sets the direction for sustainability strategy and regularly monitors progress of Autoliv’s sustainability strategy and targets through its Nominating and Corporate Governance Committee. The Board reviews and approves the Code of Conduct, Annual and Sustainability Report, and the Modern Slavery Act Statement.
The Nominating and Corporate Governance Committee receives quarterly reports and presentations from management on the sustainability program. Implementation responsibility for sustainability lies with the Executive Management Team (“EMT”). The EMT has appointed a Sustainability Board charged with providing direction and oversight. The Sustainability Board consists of the CEO and other EMT members and meets at least quarterly. The Sustainability Board reviews and approves Autoliv’s sustainability strategy as well as its annual and long-term plans, targets and policies for key topics, and monitors implementation. Responsibility for execution on sustainability activities and targets lies with the line organization and is regularly monitored through management reporting. According to Autoliv’s Key Behaviors, we expect every employee to take ownership on sustainability topics by proactively contributing with improvement ideas as well as by following company policies and standards.
Sustainability-related risks such as product safety, climate change, natural resources scarcity, environmental compliance, health and safety and other labor rights, business ethics, and supply chain sustainability are included in the overall enterprise risk management framework and regularly assessed how they relate to business risks such as legal proceedings, regulatory changes, contingent liabilities, supply chain disruptions, and operational disruptions.
Sustainability Program
Guided by our vision of Saving More Lives, the Company’s mission is to provide world class, life-saving solutions for mobility and society. Sustainability is an integral part of our business strategy and an important driver for market differentiation and stakeholder value creation, helping to ensure that our business will continue to thrive and contribute to sustainable development in the long term. To truly be a driving force in sustainable mobility, we strive to systematically assess and to manage key impacts, risks and opportunities to society and the environment related to our business, operations, products, and supply chain. We also engage with our customers to ensure that we are part of driving the transition to low-carbon and circular mobility, thus realizing new business potential.
The Company’s sustainability approach is based on four focus areas, each consisting of broad ambitions and more specific near-term targets. These areas represent the strongest links to business risks and opportunities as well as impacts on key stakeholder groups, society, and the environment. All areas represent global challenges where we believe that our work can make a positive difference, through our ways of working or by inspiring and collaborating with others. We are a signatory of the UN Global Compact and our work and policies such as the Code of Conduct are aligned with international frameworks such as the International Labour Organization (ILO) core conventions and the OECD Guidelines.
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Autoliv’s core business and sustainability work contributes to the realization of a number of United Nations Sustainable Development Goals (SDGs). Our core business directly contributes to reducing the number of road fatalities (SDG 3) and making transportation systems safer for everyone, including vulnerable road users (SDG 11). We actively support research and knowledge sharing that benefits developing markets (SDG 17). Our climate agenda will over time not only greatly reduce our own negative environmental impact (SDG 9, SDG 13) but help drive green innovation (SDG 12) among materials suppliers, vehicle manufacturers and energy providers (SDG 7). By proactively managing health and safety risks and labor rights (SDG 8), promoting diversity and inclusion (SDG 5) and holding all employees to the highest degree of ethical business standards (SDG 16), we lay the foundation for a high-performing organization where everyone has the means to speak up and drive improvement.
We encourage you to learn more about our activities and progress during 2023 by reading the Autoliv Annual and Sustainability Report 2023. You may find this and previous annual sustainability reports on our website at www.autoliv.com.
Human Capital Management
The Company’s drive for excellence is what makes Autoliv the world’s leading supplier of automotive safety systems. From the earliest stages of product development to sales and design to the final delivery of the finished product, Autoliv’s employees are driven by the Company’s mission to Save More Lives.
The successful execution of the Company’s strategies relies on its ability to shape a quality and performance-oriented culture, and to adapt quickly to sudden shifts in its circumstances, such as supply chain disruptions and geopolitical instability. As the Company moves forward, its workforce strives to respond with agility to new possibilities to grow and improve the Company’s business while delivering with excellence to its customers. The Company builds a winning team by focusing on creating a work environment that attracts, retains, and engages its employees. The Company’s employees take great pride in working together to provide safety solutions for mobility and society that work in real life situations, and the Company is always looking for new team members who share this passion. For additional information, see the Company’s corporate website at www.autoliv.com (which is not incorporated herein).
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Board Independence
The Board believes that, generally, it should have no fewer than seven and no more than eleven directors, absent special circumstances.
The Board has determined that all the director nominees, except Mr. Bratt, are independent directors under the applicable rules of the NYSE, the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the SEC. In making its independence determinations, the Board reviewed (i) information regarding relevant relationships, arrangements or transactions between the Company and each director or parties affiliated with such director, (ii) Company records and (iii) publicly available information. In this regard, the Board considered the following relationships:
■ | Mr. Bratt is not independent because he is a |
Other than as set forth above, the Board has determined that none of the independent directors has a relationship with the Company other than as a director and/or stockholder of the Company or a director of another company.
Retirement Age Policy and Non-Employee Director Tenure
It is the general policy of the Company that a director who has attained the age of 75 years during her or his term will not stand for re-election at the next annual meeting of stockholders. The Board of Directors may grant a waiver for a director to stand for re-election and, if such a waiver is granted, the reasons for that waiver will be disclosed in the relevant proxy statement. No such waiver has been granted for any of the directors of the Board.
For each director nomination recommendation, the Nominating and Corporate Governance Committee considers the issue of continuing director tenure and takes steps as may be appropriate to ensure that the Board maintains an openness to new ideas and a willingness to critically re-examine the status quo. An individual director’s repeated nomination is dependent upon such director’s performance evaluation, as well as a suitability review, each to be conducted by the Nominating and Corporate Governance Committee regarding each director nomination recommendation. The average tenure of the non-employee directors nominated for election at the Annual Meeting measured at the Annual Meeting date since first appointment is seven years and the median tenure is six years, with two new directors within the last three years.
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Board Refreshment
We routinely assess the composition of our Board to ensure we have the right mix of attributes, experiences, qualifications, and skills to maximize our Board’s potential. We believe the Company, our stockholders, and our partners benefit from continuity of longer-tenured directors complemented by the fresh perspectives of newer directors. Over the last five years, our Board has undergone significant refreshment, resulting in a lower average tenure.
2019 | 2020 | 2021 | 2022 | 2023 | |
New Directors | Min Liu | Frédéric Lissalde | Martin Lundstedt | Gustav Lundgren | — |
Laurie Brlas | |||||
Exiting Directors | Jim Ringler | Min Liu | — | ||
Dave Kepler |
Core Director Skills
The Board considers the following to be nine (9) core skills necessary to effectively oversee management and implement the Company’s strategy. In addition, the Board values directors with experience successfully leading and serving on the boards of other large, complex businesses. Our director nominees bring an important mix of these core skills, as well as additional attributes and qualifications, such as diversity of gender, race, and/or ethnicity and background to our Board.
Carlson | Bratt | Brlas | H. Johansson | L. Johansson | Kortüm | Lissalde | Liu | Lundgren | Lundstedt | Senko | |
Public Company Leadership/Board Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |
Automotive Industry Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |||
Manufacturing/Operations Management | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||
International Business | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||
Finance/Accounting | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |||
Corporate Governance/ESG | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||
Technology/Digital | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||||
Engineered Product Development | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |||
Strategic Leadership | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ |
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The following definitions and reasoning were used in the skills/qualifications matrix:
■ | Public Company Leadership / Board Experience: Experience as a public company board member, CEO, or other executive position with significant interaction with a public company’s Board of Directors. This experience is important to give insight about our strategic leadership, and appointing, overseeing, and assessing leadership. | |
■ | Automotive Industry Experience: Experience at an executive level leading a business that produces automotive vehicles or supplies vehicle systems or components to automotive original equipment manufacturers. | |
■ | Manufacturing/Operations Management: Experience at an executive level or expertise in managing a business or company that has significant focus on manufacturing and supply chain. This is relevant to assessing senior management’s role of effectively and efficiently operating our production and logistics operations. | |
■ | International Business: Experience at an executive level overseeing international operations. This is important because we have international operations and our strategic plan includes a focus on continuing international growth. | |
■ | Finance/ Accounting: Experience at an executive level or expertise with financial reporting, internal controls, finance companies, hedge funds, or public accounting. This is relevant to use because it assists our directors in understanding our financial statements, understanding our capital structure, and overseeing our financial reporting and internal controls. | |
■ | Corporate Governance/ESG: Experience at an executive level or expertise with corporate governance of other U.S.-listed public companies, compliance, and/or ESG governance and reporting. | |
■ | Technology/Digital: Experience at an executive level or expertise in the | |
■ | Engineered Product Development: Experience leading a business or company in which value is created from the development of complex products or technology. This is important to us because we sell complex, highly engineered products. | |
■ | Strategic Leadership: Experience at an executive level or expertise in driving strategic direction and growth of an enterprise. This provides our directors with a practical understanding that can be used to evaluate management’s strategies and help develop strategies. |
Onboarding and Continuing Education for Directors
All new directors follow an onboarding program that is approved by the Nominating and Corporate Governance Committee that includes meetings with management, review of key policies and programs, and visits to the Company’s key manufacturing and management locations. All directors are encouraged to pursue relevant educational programs for public company directors on key emerging topics and the Company highlights these opportunities for directors. Under the Corporate Governance Guidelines, the expenses relating to participating in pre-approved educational opportunities may be reimbursed by the Company.
Board and Committee Evaluations
The Board has an ongoing process in place to regularly assess its performance. A formal evaluation of the Board and its committees is conducted on an annual basis to solicit feedback and determine appropriate action based on that feedback. The Chair of the Nominating and Corporate Governance Committee leads the Board’s annual self-evaluation which considers the following topics among others:
■ | Board/Committee oversight responsibilities | |
■ | Board/Committee composition | |
■ | Board/Committee effectiveness | |
■ | Board/Committee materials | |
■ | Board/Committee meeting effectiveness |
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The results of the Board self-evaluation are reviewed by the full Board during an executive session. When appropriate, changes are implemented to improve Board performance and responsiveness. Similarly, the Board committees conduct their own self-evaluations led by that committee’s Chair and the results are reviewed in a committee meeting.
1. | Self-Evaluation Process and Materials Finalized: Proposed process and materials are reviewed and approved by the Nominating and Corporate Governance Committee in November of the year to be evaluated. |
2. | Process Begins: Self-Evaluation materials for Board and Committees distributed in January with directions from the Chair of Nominating and Corporate Governance Committee. |
3. | Feedback: Board self-evaluation feedback is provided directly to the Chair of the Nominating and Corporate Governance Committee; early feedback is provided directly to the Chairs of the committees. |
4. | Formal Self-Evaluation/Findings: Board, and committee as relevant, holds a robust discussion of the feedback and findings in the February meetings. |
5. | Follow-Up: If necessary, the Board |
Board Leadership Structure and Risk Oversight
Board Leadership
The Board is responsible for selecting the Company’s Chairman of the Board (the “Chairman”) and Chief Executive Officer (the “CEO”). TheBy-Laws and the Company’s Corporate Governance Guidelines do not require the separation of the positions of the Chairman and the CEO. The Corporate Governance Guidelines permit the Board to determine the most appropriate leadership structure for the Company at any given time and give the Board the ability to choose a Chairmanchairman that it deems best for the Company.
The Board periodically evaluates the Company’s leadership structure and determines whether combining or separating the roles of CEO and Chairmanto determine what structure is in the best interests of the Company and its stockholders based on the current circumstances existing atand needs of the time. For several years, the Company had separated the positions of CEO and Chairman and hadCompany.
The Board currently has an independent, Chairman, althoughnon-CEO Chairman. In May 2022, the Board has utilized different structuresdetermined that Mr. Carlson was independent after his separation from Veoneer with the sale of Veoneer in April 2022. The Board continues to believe it is in the past, including having one person serve as the CEO and the Chairman or having anon-independent Chairman with a lead director.
In May 2014, the Board appointed JanCompany’s best interests for Mr. Carlson to serve as the Chairman in addition to his role as CEO. The Board believes the combined role of CEO and Chairman under Mr. Carlson is the appropriate leadership structure for the Company at this time. Combining the CEO and Chairman roles under Mr. Carlson provides efficient and effective decision-making and unified leadership for the Company, with a single person setting the tone for management of the Company. Mr. Carlson is well-suited to serve in the Chairman role because his familiarity with the Company’s business enables him to effectively lead the Board in its discussion, consideration, and execution of the Company’s strategy. The Board believes that combining the CEO and Chairman roles under Mr. Carlson facilitates the flow of information between the Board and the Company’s management and better enables the Board to fulfill its oversight role.
In considering its leadership structure, the Board believes that the combined roles of Chairman and CEO are appropriately balanced by the designation of a Lead Independent Director. In May 2017, the Board appointed
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James M. Ringler as Lead Independent Director to serve as the principal liaison between the Chairman and the other independent directors and to provide independent leadership of the Board’s affairs on behalf of the Company’s stockholders. Mr. Ringler presides over the executive sessions of the independent directors. The duties of the Lead Independent Director include, but are not necessarily limited to, the following:
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Risk Oversight
The Board is responsiblehas overall responsibility for the oversight of risk management of the Company with various aspects of risk oversight delegated to its committees. The Audit CommitteeCompany’s management team is responsible for monitoring financial risk and discussing risk oversight andthe day-to-day management as part of its obligations under the NYSE’s listing standards. The Risk and Compliance Committee is responsible for monitoring legal and regulatory risks and other compliance risks, including those related to ethics practices and information technology and security. The Risk and Compliance Committee periodically receives reports from and reviews with management the Company’s risk management program. The Leadership Developmentgovernance and Compensation Committee oversees the Company’s succession planning programs and policies related to recruiting, retaining and developing management. The Risk and Compliance Committee is responsible for coordinating with the Audit Committee and other Board committees to discuss matters pertaining to risk oversight.programs. In its meetings, the Board receives regular reports from various Board committees and management, including the CEO, the CFO, and the Company’s Chief Financial Officer (“CFO”)General Counsel, regarding the main strategic, operational, and financial risks the Company is facing and the steps that management is taking to address and mitigate such risks. Additionally, the Board will receive periodic risk-related updates from other members of management as necessary.
The Leadership Development and Compensation Committee has reviewed with management the design and operation of our incentive compensation arrangements for senior management, including executive officers, for the purpose of determining whether such programs might encourage inappropriate risk-taking that could have Below is a material adverse effect on the Company. The Leadership Development and Compensation Committee considered, among other things, the featuressummary of the Company’s compensation programkey risk oversight responsibilities that are designedthe Board has delegated to mitigate compensation-related risk, such as the performance objectives and target levels for incentive awards (which are based on overall Company performance), and the Company’s compensation recoupment policy. The Leadership Development and Compensation Committee concluded that any risks arising from the Company’s compensation plans, policies and practices are not reasonably likely to have a material adverse effect on the Company. For additional information regarding compensation risk, see page 32 of this Proxy Statementits committees.
■ | Audit and Risk Committee: The Audit and Risk Committee is responsible for (i) monitoring financial risk and discussing risk oversight and management as part of its obligations under the NYSE’s listing standards; (ii) reviewing the Company’s disclosure controls and procedures, including those related to internally and externally disclosing cybersecurity risks and incidents; (iii) monitoring legal and regulatory risks and other compliance risks, including those related to ethical practices and information technology and cybersecurity; (iv) overseeing the Company’s independent accountants’ qualifications, independence and performance; (v) reviewing the performance of the Company’s internal audit department; and (vi) routine oversight of the Company’s risk management framework and practices with at least semi-annual reports to the Board. As part of its oversight of IT security/cybersecurity matters, the Audit and Risk Committee receives information on at least a quarterly basis, supplemented by a briefing from management on at least a semi-annual basis, on IT security/cybersecurity matters, including applicable updates on IT security/ cybersecurity training programs and the results of external assessments. |
■ | Leadership Development and Compensation Committee: The Leadership Development and Compensation Committee oversees the Company’s succession planning programs and policies related to recruiting, retaining, and developing management. The Leadership Development and Compensation Committee also has oversight responsibilities for the Company’s human capital management initiatives, including with respect to diversity, equity and inclusion, employee engagement, pay equity practices, and workplace health and safety and cultural initiatives. The Leadership Development and Compensation Committee periodically receives reports from management on the implementation and results of the Company’s human capital management programs. The Company also occasionally conducts employee feedback surveys designed to measure employee engagement and evaluate employee programs which the Leadership Development and Compensation Committee reviews. The Leadership Development and Compensation Committee has reviewed with management the design and operation of our incentive compensation arrangements for senior management, including executive officers, to determine whether such programs might encourage inappropriate risk-taking that could have a material adverse effect on the Company. The Leadership Development and Compensation Committee considered, among other things, the features of the Company’s compensation program that are designed to mitigate compensation-related risk, such as the performance objectives and target levels for incentive awards (which are based on overall Company performance), and the Company’s compensation recoupment policy. The Leadership Development and Compensation Committee concluded that any risks arising from the Company’s compensation plans, policies and practices are not likely to have a material adverse effect on the Company. For additional information regarding compensation risk, see page 55 of this Proxy Statement. |
■ | Nominating and Corporate Governance Committee: The Nominating and Corporate Governance Committee oversees our risks related to corporate governance practices and procedures, director independence, related party transactions, director succession planning and board composition, and sustainability, social, ethical, and environmental activities. |
Board Meetings
The Board met sevenfour times during the year ended December 31, 2017.2023. The Board also acted by written consent two times during the year. All directors serving during 20172023 participated in at least 80% of the total number of meetings of the Board and committees on which they served. Following each of the meetings of the full Board, the independent directors met in executive session without management participating, for a total of sevenfour times in 2017.2023.
Autoliv | 26 | 2024 Proxy Statement |
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Directors who are employees of the Company or any of its subsidiaries do not receive separate compensation for service on the Board or its committees.Non-employee directors receive an annual board retainer, which is higher for anon-employeeand the non- employee Chairman of the Board andalso receives a supplemental annual retainer as described below. The committee chairs and the Lead Independent Directorcommittee members receive compensation in addition to the retainerstandard non-employee director retainer.
Our pay philosophy for their commitments.non-employee directors is to focus on US peers for best attracting and retaining a global board, with median market pay-level positioning.
Effective for 2017 service, the Board amended the
The Non-Employee Director Compensation Policy primarily toprovides (i) provide for semi-annual payments in advance, rather than in arrears for a service year that runs from annual meeting to annual meeting, and (ii) provide that more than one-half of the annual base retainer will be paid in the form of restricted stock units (RSUs), rather than fully-vested shares of stock,RSUs, which RSUs will be granted prospectively on the date of the annual meeting and will vest on the earlier of (a) the date of the next annual meeting, or (b) theone-year anniversary of the grant date. In addition,New non-employee directors appointed to the Board revisedbetween stockholder meetings receive a pro-rated grant at the time of joining for the estimated number of full months served in the service year.
The Non-Employee Director Stock Ownership Policy specifies a guideline for each non-employee director stock ownership policy to require eachnon-employee director to acquire and hold shares of the Company’s common stock or SDRs in an amount equivalent to five times the cash component of the annual Board retainer (as opposedretainer. Our Non-Employee Chairman is required to threeacquire and hold shares equivalent to five times the cash component of the Board retainer and the cash component of the Non-Employee Chairman annual base retainer as a whole), with fivesupplement retainer. All non-employee directors elected prior to 2020 have achieved the guideline. All directors appointed in 2018 onward have six years for the existing directors to reach the new ownership requirements.targets.
The Non-Employee Director Compensation Policy was updated effective May 2023 to include supplemental retainer fees for committee membership. Compensation levels remain unchanged from 2016 levels,for the non-employee directors elected in 2023 are as described below:follows:
Annual Base Retainer | ||||
AllNon-Employee Directors other than Chairman | $ | 240,000 | ||
Non-employee Chairman | $ | 390,000 | ||
Lead Independent Director Annual Supplemental Retainer | $ | 40,000 | ||
Committee Chair Annual Supplemental Retainers | ||||
Audit Committee | $ | 30,000 | ||
Compensation Committee | $ | 20,000 | ||
Nominating and Corporate Governance Committee | $ | 20,000 | ||
Compliance Committee | $ | 20,000 |
Annual Base Retainer | Cash | Restricted Stock Units (Grant Date Value) |
All Non-Employee Directors | $127,500 | $147,500 |
Annual Supplemental Retainers | ||
Non-Employee Chairman | $85,000 | $85,000 |
Lead Independent Director(1) | $40,000 | — |
Audit and Risk Committee Chair | $30,000 | — |
Leadership Development and Compensation Committee Chair | $20,000 | — |
Nominating and Corporate Governance Committee Chair | $20,000 | — |
Audit and Risk Committee Member | $10,000 | — |
Leadership Development and Compensation Committee Member | $7,500 | — |
Nominating and Corporate Governance Committee Member | $7,500 | — |
(1) No Lead Independent Director was appointed for the 2023-2024 Board service year.
Non-employee directors can elect to defer payment of apre-determined percentage of their equity compensation under the Autoliv, Inc. 2004Non-Employee Director Stock-Related Compensation Plan. In 2017,2023, none of the directors elected to defer any of theirher or his equity compensation.
Autoliv | 27 | 2024 Proxy Statement |
The following table sets forth the compensation that ournon-employee directors earned or were paid during the year ended December 31, 20172023 for services rendered as members of the Board during 2017:Board.
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($)(1)(2) | |||
Robert W. Alspaugh | 190,000 | 120,000 | 310,000 | |||
Aicha Evans(3) | 80,000 | - | 80,000 | |||
Leif Johansson | 173,333 | 120,000 | 293,333 | |||
David Kepler | 173,333 | 120,000 | 293,333 | |||
Franz-Josef Kortüm | 160,000 | 120,000 | 280,000 | |||
Xiaozhi Liu | 160,000 | 120,000 | 280,000 | |||
George A. Lorch(3) | 100,000 | - | 100,000 | |||
James M. Ringler | 206,667 | 120,000 | 326,667 | |||
Kazuhiko Sakamoto | 166,667 | 120,000 | 326,667 | |||
Wolfgang Ziebart | 160,000 | 120,000 | 280,000 |
2023 Non-Employee Director Compensation
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($)(1)(2) |
Jan Carlson | 212,500 | 232,500 | 445,000 |
Laurie Brlas | 139,167 | 147,500 | 286,667 |
Hasse Johansson | 134,167 | 147,500 | 281,667 |
Leif Johansson | 157,500 | 147,500 | 305,000 |
Franz-Josef Kortüm | 132,500 | 147,500 | 280,000 |
Frédéric Lissalde | 157,500 | 147,500 | 305,000 |
Xiaozhi Liu | 132,500 | 147,500 | 280,000 |
Gustav Lundgren | 134,167 | 147,500 | 281,667 |
Martin Lundstedt | 132,500 | 147,500 | 280,000 |
Ted Senko | 164,167 | 147,500 | 311,667 |
(1) | The cash portion of director compensation is set in USD and converted to each director’s local currency, as applicable, at the then-current exchange rate on the date of payment. Reflects |
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(2) |
Reflects the grant date fair value calculated in accordance with FASB Topic 718 of |
Corporate Governance Guidelines and Codes of Conduct and Ethics
The Board has adopted Corporate Governance Guidelines to guide the Board in the exercise of its responsibilities. The Board has also adopted a Code of Conduct and Ethics for Directors to assist the individual directors in fulfilling their duties as members of the Board. Since 1998, the Company has also had Standards of Business Conduct and Ethics that apply to all employees of the Company and a Code of Conduct and Ethics for Senior Officers (the Code of Conduct and Ethics for Directors, Code of Conduct and Ethics for Senior Officers and Standards of Business Conduct and Ethics are collectively referred to herein as the “Codes”).adopted:
The Company has also adopted a written policy regarding related person transactions (the “Related Person Transactions Policy”), which is part of the Standards of Business Conduct and Ethics.
■ | Corporate Governance Guidelines to guide the Board in the exercise of its responsibilities. | |
■ | Code of Conduct that applies to all employees of the Company and to members of the Board (the “Code”). The Code constitutes a “code of ethics” as defined by the rules of the SEC. | |
■ | Related Person Transactions Reporting and Approval Policy (the “Related Person Transactions Policy”). |
The Company’s Corporate Governance Guidelines, the Codes andCode, the Related Person Transactions Policy, and any amendments or waivers related thereto, are posted on the Company’s website at www.autoliv.com – About UsCompany – Governance – Ethics andCorporate Policies and can also be obtained from the Company in print by request using the contact information below.
Political Contributions and Lobbying
Under the Company’s Corporate Governance Guidelines, the Company will not make political contributions from corporate resources to any political party, candidate, or holder of public office, or political committee in violation of any federal, state, local, or foreign law. This includes monetary contributions as well as in-kind contributions. The Nominating and Corporate Governance Committee must approve in advance any contribution made by the Company. Directors may not make personal political contributions on behalf of, or in the name of, the Company or its subsidiaries. Directors will not be reimbursed or otherwise compensated for any personal political contributions.
Policy on Attending the Annual Meeting
Under the Company’s Corporate Governance Guidelines, the Company’s policy is for all directors to attend the Annual Meeting. All current directors elected at the 2023 annual meeting of stockholders participated in the 20172023 annual meeting of stockholders.
Autoliv | 28 | 2024 Proxy Statement |
Related Person Transactions
As a general matter, the Company prefers to avoid related person transactions (as defined below). The Company recognizes, however, that certain related person transactions may not be inconsistent with the best interests of the Company and its stockholders. The Company’s policy is that all related person transactions must be reviewed and approved or ratifiedpre-approved by the Audit Committee or, in certain circumstances, its Chairman.and Risk Committee. As provided in the Related Person Transactions Policy, a “Related Person Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and in which any “Related Person” (as defined in the Related Person Transactions Policy) had, has or will have a direct or indirect interest.material interest with certain exceptions. In determining whether to approve a related person transaction, the Audit and Risk Committee considers all of the known relevant facts and circumstances, including the benefit of the transaction to the Company, the terms of the agreement with the Related Person, the possible impact on a director’s independence, the availability of other sources for goods or services comparable to those provided by the Related Person, and any other information regarding the transaction or the Related Person that may be material.
Since the beginning of 2017, no transactions took place or are currently proposed that
Agreements with Stockholders
Cooperation Agreement with Cevian
On March 1, 2019, the Company determinedentered into a Cooperation Agreement (the “Cooperation Agreement”) with Cevian Capital II GP Limited (“Cevian”), pursuant to require disclosure under Section 404(a)which the Company agreed to nominate Ms. Min Liu for election to the Board at the 2019 annual meeting of RegulationS-K.stockholders. The Company agreed to nominate Ms. Min Liu or a replacement designee of Cevian at future annual meetings of Autoliv to elect directors, subject to the terms and conditions of the Cooperation Agreement. Ms. Min Liu resigned from the Board in August 2022 at which time Mr. Gustav Lundgren was appointed to the vacant position in accordance with the Cooperation Agreement.
The nomination of Mr. Lundgren for election at the 2024 annual meeting of stockholders and his inclusion on future slates of directors during the Standstill Period (defined below) is conditioned upon Cevian owning at least 8% of the outstanding shares of common stock of the Company. Mr. Lundgren will offer his resignation from the Board if Cevian no longer owns at least 8% of the then-outstanding shares of common stock of Autoliv.
Under the terms of the Cooperation Agreement, Cevian agreed to certain standstill restrictions including restrictions on Cevian (i) acquiring more than 19.9% of the common stock of Company, (ii) soliciting or granting proxies to vote shares of the Company’s common stock, (iii) initiating stockholder proposals for consideration by the Company’s stockholders, (iv) nominating directors for election to the Board, (v) making public announcements or communications regarding a plan or proposal to the Board, including its management plans, and (vi) submitting proposals for or offers of certain extraordinary transactions involving the Company, in each case, subject to certain qualifications or exceptions.
The foregoing standstill restrictions began upon Ms. Min Liu’s election to the Board and terminate automatically upon the earliest of (i) 30 days following the time Mr. Lundgren (or his replacement, as applicable) no longer serves on the Company’s Board, (ii) the fifth business day after Cevian delivers written notice the Company of a material breach of the Cooperation Agreement by the Company if such breach is not cured within the notice period, (iii) the announcement by the Company of a definitive agreement with respect to certain transactions that would result in the acquisition by any person or group of more than 50% of the outstanding shares of the Company’s common stock, or (iv) the commencement of certain tender or exchange offers which if consummated would result in the acquisition by any person or group of more than 50% of the outstanding shares of the Company’s common stock (the “Standstill Period”). The Cooperation Agreement will terminate upon the expiration of the Standstill Period or any other date established by mutual written agreement of the parties.
The Cooperation Agreement contains mutual non-disparagement provisions and requires Cevian to keep confidential any non-public information it receives by reason of Mr. Lundgren’s role as a director and to abstain from trading in securities in violation of applicable law while in possession of confidential or material non-public information. The Cooperation Agreement is governed by Delaware law. The parties agree that any legal action related to the Cooperation Agreement will be brought in the federal or state courts located in Wilmington, Delaware.
Autoliv | 29 | 2024 Proxy Statement |
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Any stockholder or other interested party who desires to communicate with the Board, the lead independent directorChairman, or the independent directors regarding the Company can do so by writing to such person(s) at the following address:
Board/Independent Directors
c/o GroupExecutive Vice President Legal, Affairs
Affairs; General Counsel; and Secretary
Autoliv, Inc., Box 70381
SE-107 24 Stockholm, Sweden
E-mail: legalaffairs@autoliv.com
Phone: +46 8 587 20600
Fax: +46 8 587 20633
E-mail: legalaffairs@autoliv.com
Communications with the Board or the independent directors may be sent anonymously and are not screened. Such communications will be distributed to the specific director(s) requested by the stockholder or interested party, to the Board, or to sessions of independent directors as a group.
Committees of the Board
There are three standing committees of the Board: the (i) Audit and Risk Committee, the(ii) Leadership Development and Compensation Committee, and the(iii) Nominating and Corporate Governance Committee. The Board has also formed a special Risk and Compliance Committee. Until May 2017, the “Leadership Development and Compensation Committee” had been known as the “Compensation Committee,” and the “Risk and Compliance Committee” had been known as the “Compliance Committee”. The Board has determined that all members of the Audit, the Leadership Development and Compensation, the Nominating and Corporate Governance and the Risk and Compliance CommitteesBoard’s standing committees qualify as independent directors under the applicable rules of the NYSE, the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the SEC. While no formal policy exists regarding the attendance of the CEO and the Chairman at committee meetings, the practice of the Board is to invitethat the CEO and the Chairman are routinely invited to attend each committee meetingmeetings and excuse them when matters relating to them are discussed. The Lead Independent Director is also invited to attend all committee meetings.discussed or when the committees go into executive session. The following table shows the composition of the committees of the Board:
Present | ||||
Ted Senko (Chair) | ||||
Audit and Risk Committee | Hasse Johansson Gustav Lundgren | |||
|
|
| ||
Frédéric Lissalde (Chair) | ||||
Leadership Development and Compensation Committee | Leif Johansson Xiaozhi Liu Martin Lundstedt | |||
| ||||
Leif Johansson
|
| |||
Nominating and Corporate |
Laurie Brlas
|
| ||
|
|
|
TheAudit and Risk Committee appoints, subject to stockholder ratification, the Company’s independent auditorsregistered public accounting firm and is responsible for the compensation, retention and oversight of the work of the independent auditorsregistered public accounting firm and for any special assignments given to such auditors. The Audit and Risk Committee reviews the independence of the independent registered public accounting firm and considers whether there should be a regular rotation of the independent registered public accounting firm. The Audit and Risk Committee also evaluates the selection of the lead audit partner, including their qualifications and performance. The Audit and Risk Committee also (i) reviews the annual audit and its scope, including the independent auditors’registered public accounting firm ’ letter of comments and management’s responses thereto; (ii) reviews the performance of the independent registered public accounting firm, including the lead audit partner; (iii) approves
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anynon-audit services provided to the Company by its independent auditors; (iii)registered public accounting firm; (iv) reviews possible violations of the Company’s business ethics and conflicts of interest policies; (iv)(v) reviews any major accounting changes made or contemplated; (v)(vi) reviews the effectiveness and efficiency of the Company’s internal audit staff; and (vi)(vii) monitors financial risk and discusses risk oversight and management as part of its obligations under the NYSE’s listing standards. In addition,standards and provides routine oversight
Autoliv | 30 | 2024 Proxy Statement |
of the Company’s risk management program framework and practices. The Audit and Risk Committee also oversees cybersecurity, receiving quarterly cybersecurity updates from Autoliv’s management team. Additionally, the Audit and Risk Committee reviews and oversees the Company’s compliance with applicable data privacy regulations. The Audit and Risk Committee confirms that no restrictions have been imposed by Company personnel on the scope of the independent auditors’registered public accounting firm’s examinations. The Audit and Risk Committee is also responsible for the review and approval of related person transactions. Members of this committee are Messrs. Alspaugh (Chairman)Mr. Senko (Chair), KeplerMs. Brlas, Mr. H. Johansson, and Ziebart.Mr. Lundgren. The Audit and Risk Committee met eight times in 2017.2023.
TheLeadership Development and Compensation Committee advises the Board with respect to the compensation to be paid to the directors and executive officers of the Company and is responsible for both advising the Board with respect toapproving the terms of contracts to be entered into withfor the senior executives of the Company and approving such contracts.Company. The committee also administers the Company’s cash and stock incentive plans and reviews and discusses with management the Company’s Compensation Discussion and Analysis (“CD&A”) included in this Proxy Statement. The Leadership Development and Compensation Committee also assists the Board in developing principles and policies related to management succession and the recruiting, motivation, education, diversity, retention, and ongoing development of senior management. Members of this committee are Messrs. Ringler (Chairman) andMr. Lissalde (Chair), Mr. L. Johansson, Dr. Liu, and Dr. Liu.Mr. Lundstedt. The Leadership Development and Compensation Committee met fivefour times in 2017.2023 and acted by written consent twice.
TheNominating and Corporate Governance Committeeidentifies and recommends individuals qualified to serve as members of the Board and assists the Board by reviewing the composition of the Board and its committees, monitoring a process to assess Board effectiveness, and developing and implementing the Company’s Corporate Governance Guidelines. The committee also reviews sustainability, social, ethical, and environmental activities of the Company. The Nominating and Corporate Governance Committee will consider stockholder nominees for election to the Board if timely advance written notice of such nominees is received by the Secretary of the Company at its principal executive offices in accordance with theBy-Laws, a copy of which may be obtained by written request to the Company’s Secretary or on the Company’s website at www.autoliv.com – About Us – Governance – Certificate and Bylaws. By-Laws. Members of this committee are Messrs.Mr. L. Johansson (Chairman)(Chair), Ms. Brlas, Mr. Kortüm, and Ringler and Dr. Liu.Mr. Lissalde. The Nominating and Corporate Governance Committee met four times in 2017.2023 and acted by written consent twice.
The Risk and Compliance Committee was Board may establish such other committees as it deems appropriate, in accordance with the Company’s By-laws. In 2019, the Board formed asthe Funding Committee, which is not a standing committee but a special committee that meets only as needed. The sole purpose is to act on behalf of the Board in June 2011 to assist the Board in overseeing the Company’s compliance program with respect to (i) compliance with the lawsrenewals and regulations applicable toissuances under the Company’s business and (ii) compliance with the Company’s Standards of Business Conduct and Ethics and related policies by employees, officers, directors and other agents and associatesEuropean Medium Term Note Programme. The members of the Company thatFunding Committee are designed to support lawfulDr. Liu, Mr. Kortüm, and ethical business conductMr. Senko. No compensation is paid for service on this special committee. The Funding Committee acted by the Companywritten consent once in 2023.
Autoliv | 31 | 2024 Proxy Statement |
Audit and its employeesRisk Committee Report
The Audit and promote a culture of compliance. The Risk and Compliance committee reviews with and receives reports from management on the Company’s risk framework. The Risk and Compliance Committee also oversees the investigation of any alleged noncompliance with law or the Company’s compliance programs policies or procedures that is reported to the Risk and Compliance Committee (except any relating to financial compliance, which are overseen by the Audit Committee). Members of this committee are Messrs. Kepler (Chairman), Alspaugh, Sakamoto and Ziebart. The Risk and Compliance Committee works closely with the other committees of the Board and has three members that also serve on the Audit Committee, one of which serves as the Chairman. The Risk and Compliance Committee met four times in 2017.
The Audit Committee of the Board is responsible for providing independent, objective oversight of the Company’s accounting functions, the financial reporting process, internal controls, legal and internal controls.regulatory compliance program, and risk management, including those relevant to the Company’s information technology environment. The committee is directly responsible for the selection, appointment, compensation, retention, and oversight of the independent registered public accounting firm.
The Audit and Risk Committee acts pursuant to a written charter. The committee’s current charter is posted on the Company’s website at www.autoliv.com – About UsCompany – Governance – Board of Directors – Committees,–Committees and can also be obtained free of charge in print by request from the Company using the contact information below. Each member of the Audit and Risk Committee is “independent” as defined in, and is qualified to serve on the committee pursuant to, the rules of the NYSE, the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the SEC. Each member is financially literate and possesses accounting or related financial management expertise, and Mr. Alspaugh hasSenko and Ms. Brlas have each been determined by the Board to qualify as an “audit committee
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financial expert” as defined by the SEC. Pursuant to the charter of the Audit and Risk Committee, no member of the Audit and Risk Committee may serve on the audit committee of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such Audit and Risk Committee member to effectively serve on the Audit and Risk Committee.
Meeting agendas are established by the Audit and Risk Committee Chair. In 2023, the Audit and Risk Committee held separate private sessions with the Independent Registered Public Accounting Firm Partners, Vice President of Group Internal Audit, and the Chief Financial Officer.
The Audit and Risk Committee is responsible for reviewing with management the Company’s disclosure controls and procedures related to internally reporting and processing information and cybersecurity risks and incidents to ensure that such information is reported to the appropriate personnel to enable senior management to make timely and appropriate disclosure decisions with respect to such information. The committee also oversees the general compliance and information security compliance training programs. In implementing its oversight, the Audit and Risk Committee receives at least quarterly updates from senior management.
The Audit and Risk Committee discussed with the independent registered public accounting firm the matters required to be discussed under the applicable auditing standards of the Public Company Accounting Oversight Board (“PCAOB”). In addition, the Company’s independent registered public accounting firm provided to the Audit and Risk Committee the written disclosures required by the PCAOB’s applicable requirements regarding the independent registered public accounting firm’s communications with the Audit and Risk Committee concerning independence. The Audit and Risk Committee has discussed this simultaneous service with Mr. Alspaugh, including the demands and time commitment attendant to such simultaneous service, and determined that such service would not impair his ability to effectively serve onindependent registered public accounting firm the Audit Committee.independent registered public accounting firm’s independence. The Audit and Risk Committee reviews and oversees the independence of the independent registered public accounting firm and has concluded that the independent registered public accounting firm’s provision of non-audit services to the Company is compatible with the independent registered public accounting firm’s independence. The Audit and Risk Committee evaluates the performance of the independent registered accounting firm and is satisfied with its performance.
The Audit and Risk Committee reviews the Company’s financial reporting process on behalf of the Board. In fulfilling its responsibilities, the Audit and Risk Committee has reviewed and discussed the audited financial statements contained in the Annual Report on Form10-K for the fiscal year ended December 31, 20172023 with the Company’s management and independent auditors.registered public accounting firm. The Company’s management is responsible for the financial statements and the reporting process, including the system of internal controls. The independent auditors areregistered public accounting firm is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the U.S.
The Audit Committee discussed with the independent auditors the matters required to be discussed by the Statement on AS No. 16, “Communication with Audit Committees,” Ernst and Young AB has been retained as amended,as adopted by the Public Company Accounting Oversight Board in Rule 3200T. In addition, the Company’s independent auditors provided toregistered public accounting firm continuously since May 1997 and in the same capacity for Autoliv AB since 1984. The members of the Audit and Risk Committee and our Board recommend the written disclosures required bycontinued retention of Ernst and Young to serve as the Public Company Accounting Oversight Board’s applicable requirements regarding theCompany’s independent auditors’ communications with the Audit Committee concerning independence. The Audit Committee has discussed with the independent auditors the independent auditors’ independence. The Audit Committee reviews and oversees the independence of the independent auditors and has concluded that the independent auditors’ provision ofnon-audit services to the Company is compatible with the independent auditors’ independence. registered public accounting firm for 2024.
In reliance on the reviews and discussions referred to above, the Audit and Risk Committee recommended to the Board (and the Board approved) that the audited financial statements be included in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2017,2023, for filing with the SEC.
Autoliv | 32 | 2024 Proxy Statement |
The Audit and Risk Committee can be contacted regarding accounting, internal accounting controls, auditing, compliance, or auditingrisk management matters as follows:
The Audit and Risk Committee
c/o GroupExecutive Vice President, Legal Affairs
Affairs; General Counsel; and Secretary
Autoliv, Inc., Box 70381
SE-107 24 Stockholm, Sweden
E-mail: legalaffairs@autoliv.com
Phone: +46 8 587 20 600
Fax: +46 8 587 20 633
E-mail: legalaffairs@autoliv.com
Communications with the committee are not screened and can be made anonymously. The ChairmanChair of the committee will receive all such communications after it has been determined that the contents represent a message to the committee.
Robert W. Alspaugh, Chairman
Ted Senko, Chair | |
Laurie Brlas | |
Hasse Johansson | |
Gustav Lundgren |
Autoliv | 33 | 2024 Proxy Statement |
David E. Kepler
Wolfgang Ziebart
Nominating and Corporate Governance Committee Report
The Nominating and Corporate Governance Committee of the Board is responsible for identifying and recommending to the Board individuals who are qualified to serve as directors of the Company and on committees of the Board.contribute as Board committee members. The Nominating and Corporate Governance Committee further advises the Board on composition and procedures of committees and is responsible for maintaining the Company’s Corporate Governance Guidelines and overseeing the evaluation of the Board and its committees and members of the Company’s management. The Nominating and Corporate Governance Committee of the Board also periodically reviews the significant sustainability, social, ethical, and environmental activities of the Corporation.
The Nominating and Corporate Governance Committee acts pursuant to a written charter. A copy of the committee’s charter is available on the Company’s website at www.autoliv.com – About UsCompany – Governance – Board of Directors ––– Committees and can also be obtained free of charge in print by request from the Company using
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the contact information below. Each of the members of the committee is “independent” as defined in, and is qualified to serve on the committee pursuant to, the applicable rules of the NYSE, the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the SEC.
The Nominating and Corporate Governance Committee considered and recommended that Mr. Robert W. Alspaugh,Mikael Bratt, Ms. Laurie Brlas, Mr. Jan Carlson, Mr. Hasse Johansson, Mr. Leif Johansson, Mr. David E. Kepler, Mr. Franz-Josef Kortüm, Mr. Frédéric Lissalde, Dr. Xiaozhi Liu, Mr. James M. Ringler,Gustav Lundgren, Mr. Kazuhiko Sakamoto,Martin Lundstedt, and Mr. Ted Senko and Dr. Wolfgang Ziebart be nominated for election by the stockholders at the Annual Meeting. Ms. Brlas, Dr. Liu, Dr. Ziebart and Messrs. Alspaugh,Carlson, H. Johansson, L. Johansson, Kepler, Kortüm, Ringler, SakamotoLissalde, Lundgren, Lundstedt, and Senko are each “independent” as defined in the applicable rules of the NYSE, the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the SEC.
The Nominating and Corporate Governance Committee will consider a director candidate nominated by a stockholder provided such nomination is submitted to the committee within the time period set forth in Article II, Section 6 of theBy-Laws. In considering candidates submitted by stockholders, the Nominating and Corporate Governance Committee will take into consideration the needs of the Board and the candidate’s qualifications.
The Nominating and Corporate Governance Committee understands the importance of and seeks a Board of Directors of individuals with a diverse range of experiences, qualifications, of the candidate. Inviews, and backgrounds. When considering possible candidates for election as a director, the Nominating and Corporate Governance Committee reviews the qualifications and backgrounds of the candidates, including the following:committee evaluates whether a candidate has (i) attained a position of leadership in the candidate’s area of expertise, (ii) business and financial experience relevant to the Company, (iii) demonstrated sound business judgment, (iv) expertise relevant to the Company’s lines of business, (v) independence from management, (vi) the ability to serve on standing committees, and (vii) the ability to serve the interests of all stockholders. The Nominatingcommittee also considers attributes such as diversity of race, ethnicity, gender, age, and Corporate Governance Committee routinely considers board candidates with a broad range of educational and professional experiences from a variety of countries. While the Board has no separate formal policy, the Company’s Corporate Governance Guidelines provide that the backgrounds and experiences of thecultural background when selecting director nominees shalland seeks director nominees that reflect the global operations of the Company. The current Board consists of directors who are citizens of, or reside in, multiple countries including China, France, Germany, Sweden, and the U.S., Sweden, Japan, China and Germany andinclude directors with a widediverse range of backgrounds, perspectives, and management, operating, finance and engineering skills. The Nominatingskills and Corporate Governance Committee, the Board and the Company place a high priority on diversity, with a particular emphasis on seeking out individuals with a wide variety of management, operating, engineering, technology and finance experiences and skills that are critical to managing the Company as well as individuals from the Company’s different operating regions.experiences. The Nominating and Corporate Governance Committee continues to look for opportunities to further progress its diversity initiatives.initiatives and attract qualified diverse candidates whose expertise and personal characteristics align with the Company’s long-term business strategy. Although the Company has not adopted specific targets, the Nominating and Corporate Governance Committee will continue to consider the level of representation of women and other diverse candidates on the Board when making recommendations for nominees to the Board.
The Nominating and Corporate Governance Committee periodically engages firms that specialize in identifying director candidates. The Nominating and Corporate Governance Committee also, from time to time, identifies potential director nominees by asking current directors and executive officers to notify the committee if they become aware of persons meeting the criteria described above. The Nominating and Corporate Governance Committee also, from time to time, engages firms that specialize in identifying director candidates. As described above, the Nominating and Corporate Governance Committee will also consider candidates recommended by stockholders. Once a person has been identified by the Nominating and Corporate Governance Committee as a potential candidate, the committee collects and reviews publicly available information regarding the person to determine whether further consideration should be given to the person’s candidacy. If the Nominating and Corporate Governance Committee determines that the candidate warrants further consideration, the chairmanChair of the committee or another member of the committee will contact such person. Generally, if the person
Autoliv | 34 | 2024 Proxy Statement |
expresses a willingness to be considered to serve on the Board, the Nominating and Corporate Governance Committee will request information from the candidate, review the candidate’s accomplishments and qualifications in light of the qualifications of any individuals the committee might be considering, and conduct one or more interviews with the candidate. In certain instances, committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have first-hand knowledge of the candidate’s accomplishments. The Nominating and Corporate Governance Committee’s evaluation process does not vary when a candidate is recommended by a stockholder.
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The Nominating and Corporate Governance Committee can be contacted as follows:
The Nominating and Corporate Governance Committee
c/o GroupExecutive Vice President, Legal Affairs
Affairs; General Counsel; and Secretary
Autoliv, Inc., Box 70381
SE-107 24 Stockholm, Sweden
E-mail: legalaffairs@autoliv.com
Phone: +46 8 587 20 600
Fax: +46 8 587 20 633
E-mail: legalaffairs@autoliv.com
Communications with the committee are not screened and can be made anonymously. The ChairmanChair of the committee receives all such communications after it has been determined that the content represents a message to the committee.
Leif Johansson, Chairman
Leif Johansson, Chair | ||
Laurie Brlas | ||
Franz-Josef Kortüm | ||
Frédéric Lissalde |
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Franz-Josef Kortüm
Xiaozhi Liu
James M. Ringler
Leadership Development and Compensation Committee Duties, Procedures and Policies
The Leadership Development and Compensation Committee acts pursuant to a written charter. The charter is posted on the Company’s website at www.autoliv.com – About UsCompany – Governance – Board of Directors – Committees,–Committees and can also be obtained free of charge in print by request from the Company using the contact information below. Each member of the Leadership Development and Compensation Committee has been determined by the Board to be “independent” as defined in, and is qualified to serve on the committee pursuant to, the rules of the NYSE, the Sarbanes-Oxley Act of 2002, and the rules and regulations promulgated by the SEC.
The Leadership Development and Compensation Committee is responsible for (i) reviewing annually the Company’s executive compensation plans in light of the Company’s goals and objectives of such plans; (ii) evaluating annually the performance of the Chief Executive Officer (“CEO”) in light of the goals and objectives of the Company’s executive compensation plans and, together with the other independent directors, determining, and approving the Chief Executive Officer’sCEO’s compensation level based on this evaluation; (iii) evaluating annually the performance of the other executive officers of the Company in light of the goals and objectives of the Company’s executive compensation plans, and setting the compensation of such other executive officers based on this evaluation; (iv) evaluating annually the appropriate level of compensation for Board and committee service bynon-employee directors; (v) reviewing and approving any severance or termination arrangements to be made with any executive officer of the Company; (vi) reviewing perquisites or other personal benefits to the Company’s executive officers and directors and recommending any changes to the Board; (vii) developing the Company’s plans for management succession and recruiting, retaining, and developing management; (viii) reviewing and discussing with management the CD&A, beginning on page 2346 of this Proxy Statement, and based on that review and discussion, recommending to the Board that the CD&A be included in the Company’s annual proxy statement or annual report on Form10-K; (ix) preparing the Leadership Development and Compensation Committee Report for inclusion in the annual proxy statement or annual report on Form10-K; and (x) reviewing the description of the Leadership Development and Compensation Committee’s process and procedures for the consideration and determination of executive officer and non-employee director compensation to be included in the Company’s annual proxy statement or annual report onForm 10-K.10-K; (xi) reviewing the results of the most recent stockholder advisory vote on executive compensation and recommending to the Board the frequency of such vote; and (xii) performing such duties and responsibilities as may be assigned by the Board under the terms of the Company’s general compensation plans and other employee benefit plans, including oversight of compensation-related risk to the Company and pay equality.
The Leadership Development and Compensation Committee from time to time uses independent compensation consultants to provide advice and ongoing recommendations regarding executive compensation. In 2017,Since 2021, the Leadership Development and Compensation Committee has engaged Frederic W. Cook & Co., Inc.Meridian Compensation Partners (“FW Cook”Meridian”) as its independent advisor. FW Cook reported directly to the Compensation Committeeadvisor with respect to executive and non-employee director compensation matters. In 2017, theThe Company also engaged Willis Towers Watson Consulting AB (“Willis Towers Watson”) as aand Mercer Sweden AB (“Mercer”) to provide compensation consultant.survey data that was used in setting the 2023 executive compensation for the senior executive officers. For additional information regarding the role of each of these compensation consultantsMeridian, Towers Watson, and Mercer and the scope of their engagement, see page 31pages 54-56 of this Proxy Statement.
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The Leadership Development and Compensation Committee considered the independence of Meridian, Mercer, and Towers Watson and FW Cook in light ofunder the SEC rules and NYSE listing standards. The Leadership Development and Compensation Committee also received a letter from each of Meridian, Mercer, and Towers Watson and FW Cook addressing their independence. The Leadership Development and Compensation Committee considered the following factors in determining the independence of the compensation consultants: (i) other services provided to the Company by each of Towers Watson and FW Cook;the consultants; (ii) fees paid by the Company as a percentage of each consultant’s total revenue; (iii) policies or procedures maintained by Towers Watson and FW Cookthe consultants that are designed to prevent a conflict of interest; (iv) any business or personal relationships between the individual consultants involved in the engagement and any member of the Leadership Development and Compensation Committee; (v) any Company stock owned by the individual consultants involved in the engagement; and (vi) any business or personal relationships between the Company’s executive officers and Meridian, Mercer and Towers Watson or FW Cook or the individual consultants involved in the engagement. The Leadership Development and Compensation Committee discussed these independence factors and concluded that the work of Meridian, Mercer and Towers Watson and FW Cook did not raise any conflicts of interest.
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The Leadership Development and Compensation Committee may form subcommittees for any purpose it deems appropriate and may delegate to any subcommittee such power and authority as it deems appropriate provided that no subcommittee shall consist of fewer than two members and that the Leadership Development and Compensation Committee shall not delegate any power or authority required by any law, regulation or listing standard to be exercised by the Leadership Development and Compensation Committee as a whole. Under the Company’s 1997 Stock Incentive Plan, as amended and restated (the “1997 Plan”), the Leadership Development and Compensation Committee may, to the extent that any such action will not prevent the 1997 Plan from complying with applicable rules and regulations, delegate any of its authority thereunder to such persons as it deems appropriate. In addition, the Leadership Development and Compensation Committee has delegated to the CEO the authority to determine certain grants under the Company’s long-term incentive plan, to the CEO, subject to established grant limits. The Leadership Development and Compensation Committee reviews the compensation levels set by the CEO under the long-term incentive program.
The Group Vice President for Human Resources of the Company generally acts as Secretary of the Leadership Development and Compensation Committee.
The Leadership Development and Compensation Committee can be contacted as follows:
The Leadership Development and Compensation Committee
c/o GroupExecutive Vice President, Legal Affairs
Affairs; General Counsel; and Secretary
Autoliv, Inc., Box 70381
SE-107 24 Stockholm, Sweden
E-mail: legalaffairs@autoliv.com
Phone: +46 8 587 20 600
Fax: +46 8 587 20 633
E-mail: legalaffairs@autoliv.com
Communications with the committee are not screened and can be made anonymously. The ChairmanChair of the committee receives all such communications after it has been determined that the content represents a message to the committee.
Leadership Development and Compensation Committee Interlocks and Insider Participation
The Leadership Development and Compensation Committee is comprised exclusively of directors who have never been employed by the Company and who are “independent” as defined in the applicable rules of the NYSE, the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the SEC. No executive officer of the Company served as a member of the compensation committee of another entity, one of whose executive officers served on the Company’s Leadership Development and Compensation Committee. No executive officer of the Company served as a director of another entity, one of whose executive officers either served on the compensation committee of such entity or served as a director of the Company.Company (i.e., no interlocks exist).
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Leadership Development and Compensation Committee Report1
The Leadership Development and Compensation Committee has reviewed and discussed with management the Company’s Compensation Discussion and AnalysisCD&A and, based on such review and discussions, has recommended to the Board that the Compensation Discussion and AnalysisCD&A be included in this Proxy Statement and incorporated by reference into the Company’s 20172023 Annual Report on Form10-K.
James M. Ringler, Chairman
Frédéric Lissalde, Chair | ||
Leif Johansson | ||
Xiaozhi Liu | ||
Martin Lundstedt |
1 The material in this report is not soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made on, before, or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing.
Leif Johansson
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Xiaozhi Liu
The Swedish Corporate Governance Code
Swedish companies with shares admitted to trading on a regulated market in Sweden, including the Nasdaq Stockholm, are subject to the Swedish Corporate Governance Code (the “Swedish Code”). This is a codification of best practices for Swedish listed companies based on Swedish practices and circumstances. The Swedish Code follows a “comply or disclose” approach; its recommendations are not binding on companies but if its recommendations are not complied with, the deviation must be explained. Anon-Swedish company listed in Sweden can elect to either apply the Swedish Code or the corresponding local rules and codes where the company’s shares have their primary listing or where the company is headquartered. As a Delaware corporation with its primary listing on the NYSE, the Company has elected to apply U.S. corporate governance rules and standards. These U.S. rulesThis section and standards are described in the “Corporate Governance” section beginning on page 8other parts of this Proxy Statement. In addition, this Proxy Statement providesprovide detailed information on various subjects covered by the Swedish Code.
In addition to, and consistent with, these statutory laws and regulations, Autoliv is governed by its own charter documents and internal standards and policies through its Restated Certificate of Incorporation, Third Restated By- Laws, Corporate Governance Guidelines, and the Autoliv Code of Conduct. These charter documents and internal standards and policies guide and assist the Board in the exercise of its responsibilities and reflect the Board’s commitment to fostering a culture of integrity and monitoring the effectiveness of policy and decision-making, both at the Board and management level. The Board views corporate governance as an integral part of the basic operations of the Company and a necessary element for long-term, sustainable growth in stockholder value.
This Proxy Statement contains statements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those that address activities, events, or developments that the Company or its management believes or anticipates may occur in the future. All forward-looking statements including, without limitation, statements related to the Company’s expected spin-off and the terms and timing of the consummation of such transaction, management’s examination of historical operating trends and data as well as estimates of future sales, operating margin, cash flow, effective tax rate or other future operating performance or financial results, are based upon our current expectations, various assumptions and/or data available from third parties. Our expectations and assumptions are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that such forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance, or achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements.
In some cases, you can identify these statements by forward-looking words such as “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “may,” “likely,” “might,” “would,” “should,” “could,” or the negative of these terms and other comparable terminology, although not all forward-looking statements contain such words.
Because these forward-looking statements involve risks and uncertainties, the outcome could differ materially from those set out in the forward-looking statements for a variety of reasons, including without limitation: statements relatedgeneral economic conditions; the disruptions and impacts relating to the ongoing conflict in the Red Sea and between Russia and Ukraine on the Company’s expected spin-offfinancial condition, business operations, operating costs, liquidity, competition and the terms and timing of the consummation of such transaction; global economy; changes in light vehicle production; fluctuation in vehicle production schedules for which the Company is a supplier; global supply chain disruptions including port, transportation and distribution delays or interruptions; supply chain disruptions and component shortages specific to the automotive industry or the Company; changes in general industry and market conditions or regional growth or decline; changes in and the successful execution of our capacity alignment, restructuring and cost reduction and efficiency initiatives and the market reaction thereto; loss of business from increased competition; higher raw material, fuel and energy costs; changes in consumer and customer preferences for end products; customer losses; changes in regulatory conditions; customer bankruptcies; consolidations or restructuring or divestiture of customer brands; unfavorable fluctuations
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in currencies or interest rates among the various jurisdictions in which we operate; component shortages; market acceptance of our new products; costs or difficulties related to the integration of any new or acquired businesses and technologies; continued uncertainty in pricing negotiations with customers; successful integration of acquisitions and operations of joint ventures; successful implementation of strategic partnerships and collaborations; our ability to be awarded new business; product liability, warranty and recall claims and investigations and other litigation, civil judgements or financial penalties and customer reactions thereto; higher expenses for our pension and other postretirement benefits including higher funding requirementsneeds for our pension plans; work stoppages or other labor issues; possible adverse results of pending or future litigation or infringement claims;claims and the availability of insurance with respect to such matters; our ability to protect our intellectual property rights; negative impacts of antitrust investigations or other governmental investigations
Autoliv | 38 | 2024 Proxy Statement |
and associated litigation relating to the conduct of our business; tax assessments by governmental authorities and changes in our effective tax rate; dependence on key personnel; legislative or regulatory changes impacting or limiting our business; political conditions; our ability to meet our sustainability targets, goals and commitments; political conditions; dependence on and relationships with customers and suppliers; the conditions necessary to hit or mid- and long-term financial and greenhouse gas emission targets; and other risks and uncertainties identified in Item 1A “Risk Factors” in our Annual Report for the fiscal year ended December 31, 20172022 and in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report for the fiscal year ended December 31, 2017.2023.
For any forward-looking statements contained in this or any other document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we assume no obligation to update publicly or revise any forward-looking statements in light of new information or future events, except as required by law.
Autoliv | 39 | 2024 Proxy Statement |
Executive Officers of the Company |
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EXECUTIVE OFFICERS OF THE COMPANY
Set forth below is information regarding the current executive officers of the Company who are not also directors (information about Mr. Jan Carlson, Chairman of the Board,Mikael Bratt, President and Chief Executive Officer, can be found on page 414 of this Proxy Statement):
Mats Backman, age 50, Chief Financial Officer and Group Vice President, Finance since May 2016. From 2013 until his appointment to his current position, Mr. Backman served as Executive Vice President and Chief Financial Officer of Sandvik AB (“Sandvik”), a maker of high-tech tools, tooling systems and steel and alloy products. Mr. Backman has been with Sandvik since 2007, and also served as its Acting President and Chief Executive Officer from August 2015 through October 2015, its Senior Vice President & Chief Financial Officer, Tooling from 2012 to 2013, and its Chief Financial Officer, IT & Business Development, Sandvik Machining Solutions from 2009 to 2012. Mr. Backman has been nominated for election to the board of directors of Gränges AB, a Swedish public company that is a global supplier of rolled aluminum products for heat exchanger applications, at its May 3, 2018 annual general meeting. Mr. Backman has a BSc in Business Administration & Economics from the University of Stockholm in Sweden.
CHIEF FINANCIAL AGE: 51 | Fredrik Westin Fredrik Westin, age 51, Chief Financial Officer and Executive Vice President, Finance since May 2020. From 2015 through 2020, Mr. Westin served as Chief Financial Officer at Sandvik Mining and Rock Technology, The Netherlands. Mr. Westin served as Chief Financial Officer and Vice President of Finance, Information Technology, Integration & Change Office for Johnson Controls’ Global Automotive Interiors business from 2014 to 2015, based in Japan. Prior to that, Mr. Westin held roles with Johnson Controls in Germany, China, and Japan from 2006 to 2014. Mr. Westin began his career with Volkswagen in 1998 and served in various leadership roles with WestLB from 2002 through 2006. Mr. Westin holds an MBA from Insead, France, and an MSc in Mechanical Engineering from RWTH Aachen, Germany. |
Mikael Bratt, age 51, President, Passive Safety since May 2016. Prior to joining Autoliv, Mr. Bratt spent almost 30 years with the Volvo Group, including most recently as EVP Group Trucks Operations, part of the group executive management team since 2008, in which role he managed a team of 35,000 people, 50 factories, 60 distribution centers and an annual turnover of approximately $18 billion. Prior to this, he served as Chief Financial Officer of the Volvo Group. Mr. Bratt studied business administration at the University of Gothenburg, Sweden.
Karin Eliasson, age 56, Group Vice President Human Resources since August 2014, and in an expanded role as Group Vice President Human Resources and Sustainability since March 2017. Prior to joining Autoliv Ms. Eliasson was Senior Vice President and Head of Group Human Resources at TeliaSonera AB, a leading Nordic and Baltic telecommunications company, since 2008. Prior to joining TeliaSonera, Ms. Eliasson was Senior Vice President Human Resources at Svenska Cellulosa Aktiebolaget, SCA. She was previously the CEO of Novare Human Capital AB and Vice President Organizational Development at Stora Enso AB. Ms. Eliasson is a board member of PRI Pensionsgaranti and Vice Chairman of assembly of representatives, Skandia. She holds a Bachelor of Science in Human Resources from Mid Sweden University, Sweden.
Steven Fredin, age 56, Chief Technology Officer and Group Vice President Business Development since October 2016, after being Group Vice President Sales & Engineering since September 2014 and President Autoliv Americas since March 2011 and Vice President Engineering previous to that. Mr. Fredin has worked for Autoliv since 1988 and has been a key technical leader in virtually all of Autoliv’s product areas. Mr. Fredin has also served as Director Global System Development of the Company and Vice President of Seatbelt Development for Autoliv North America. Mr. Fredin holds a Bachelor of Science degree in Mechanical Engineering from Michigan Technological University.
Thomas Jönsson, age 51, Group Vice President of Corporate Communications since May 2013. Prior to joining Autoliv on January 21, 2013, Mr. Jönsson was Vice President of Brand and External Communications for TeliaSonera, a leading Nordic and Baltic telecommunications company, a position he held from June 2010 to December 2012. Before joining TeliaSonera, Mr. Jönsson had an international career in communications working for Nokia, a global telecommunications company, which he joined in 1999. During his 11 years with Nokia, he held various positions in Sweden, the United Kingdom, Finland, and China. Mr. Jönsson started his career in communications with Intel Corporation in 1996. He studied Business Administration at the University of Stockholm.
Johan Löfvenholm,age 48, President, Electronics since October 2016, after being Group Vice President Products & Process Development since September 2014, Chief Technology Officer since March 2014 and Vice President Engineering since November 2011. Mr. Löfvenholm has worked for Autoliv since 1995 when he started his career as a trainee. Since then he has held several positions within the Company, such as Product Development Manager of Autoliv Sweden and Tech Center Director of Autoliv Sweden. In December 2004, Mr. Löfvenholm took on a regional responsibility when he was appointed Director of Technical & Marketing for Autoliv Asia Pacific. In this role he was also a member of the Asia Pacific Management Team as well as a member of the Autoliv Research & Development Board. In January 2008, Mr. Löfvenholm was appointed President of Autoliv India and was responsible for all Autoliv operations in India and in parallel also engaged in his previous
EXECUTIVE VICE AGE: 56 | Anthony Nellis Anthony Nellis, age 56, Executive Vice President, Legal Affairs, General Counsel, and Secretary since June 2018. From 2002 until his appointment to his current position, Mr. Nellis served in several positions in the Autoliv Legal Department with increasing responsibilities. Most recently, he served as Vice President Legal, Autoliv Passive Safety, a segment of Autoliv, between July 2014 until June 2018. He served as Vice President, Legal for Autoliv Asia from May 2010 until July 2014. Overlapping with that role, he served as the Interim Vice President, General Counsel, and Secretary from January 2014 to December 2014. Prior to joining Autoliv, Mr. Nellis was a commercial litigator with Kitch Drutchas from 1996 to 2002. Mr. Nellis has a B.A. from Alma College and a J.D. from the University of Detroit. |
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Autoliv | 40 | 2024 Proxy Statement |
engineering role. In July 2010, Mr. Löfvenholm took on the position of Vice President Electronics Europe, with responsibility for all passive electronic operations in Europe as well as membership on the Autoliv Europe and Electronics Management Board teams. Mr. Löfvenholm holds a Master of Science in Engineering from Chalmers University of Technology in Gothenburg, Sweden.
EXECUTIVE VICE AGE: 56 | Petra Albuschus Petra Albuschus, age 56, Executive Vice President, Human Resources and Sustainability since November 2023. Ms. Albuschus previously served as Chief Human Resources Officer and a member of the management team of ICA Gruppen AB between 2015-2023 after serving as the Senior Vice President, Logistics of ICA Sverige AB between 2008 and 2015. Prior to that, Ms. Albuschus held roles of increasing responsibility with Procter & Gamble in the United Kingdom, Belgium, and Sweden. Ms. Albuschus served as a Board member of Electra Gruppen AB from April 2014 through May 2022 when the company merged with Elon Group AB. Ms. Albuschus has a Master’s Degree in Industrial Engineering and Management from Chalmers University of Technology in Gothenburg, Sweden. |
Svante Mogefors, age 63, Group Vice President Quality, since April 2005, after having been Director Corporate Quality of Autoliv AB since 2003. In March 2009, Mr. Mogefors took the additional role of Vice President Manufacturing. Mr. Mogefors initially joined Autoliv in 1985 and has experience in several roles within the Company, including in the areas of product development, process implementations and quality control. Between 1990 and 1996, Mr. Mogefors was for a period President of Lesjöfors Herrljunga AB and for another period President of MoelvenE-Modul AB. Mr. Mogefors holds a Master of Science degree from the Chalmers University of Technology in Gothenburg, Sweden.
Lars Sjöbring, age 50, Group Vice President Legal Affairs, General Counsel and Secretary since November 2015. Mr. Sjöbring most recently served as Senior Vice President and General Counsel of Transocean Ltd., a leading international provider of offshore contract drilling services, from March 2014 through November 2015. Prior to his time with Transocean, Mr. Sjöbring served as Autoliv’s Vice President Legal Affairs, General Counsel and Secretary from September 2007 until February 2014. Mr. Sjöbring has also held various positions with Telia AB, the predecessor to TeliaSonera AB; Skadden Arps, Slate, Meagher and Flom LLP; and at Nokia Corporation. Mr. Sjöbring holds Master of Law degrees from the University of Lund in Sweden and Amsterdam School of International Relations (ASIR) in the Netherlands; and a Master of Corporate Law degree from Fordham University School of Law in New York. Mr. Sjöbring is admitted to practice law in the State of New York.
Expected Changes in Management Related to the Spin-Off
On December 12, 2017, the Company announced its intention to spin off its Electronics business into an independent, publicly traded company called Veoneer, Inc. (“Veoneer”). In connection with the spin-off, certain current executive officers of the Company are expected to be appointed as officers of Veoneer. Jan Carlson, the current Chief Executive Officer of the Company, will be the Chief Executive Officer of Veoneer. He will assume this role as of the effective date of Autoliv’s internal reorganization of its corporate legal structure to align with its two business segments (the “Reorganization”), while continuing to serve in his current role at the Company until the spin-off is completed. After completion of the spin-off, Mikael Bratt, the current President of the Company’s Passive Safety business, will be the Chief Executive Officer of the Company. Following completion of the spin-off, Johan Löfvenholm, the current President of the Electronics business of the Company, will be the Chief Operating Officer of Veoneer and Lars Sjöbring, the current General Counsel, Group Vice President, Legal Affairs of the Company, will become General Counsel and Executive Vice President, Legal Affairs of Veoneer. Thomas Jönsson, the current Group Vice President, Corporate Communications of the Company, will be Veoneer’s Executive Vice President, Communication following completion of the spin-off. Additionally, as of the effective date of the Reorganization, Steve Fredin will no longer serve as the Chief Technology Officer of the Company and has entered into a separation agreement with the Company pursuant to which he will cease providing services to the Company on January 1, 2019. Karin Eliasson has also entered a separation agreement with the Company pursuant to which she will transition out of her role with the Company in 2018 and cease providing services to the Company in 2019.
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EXECUTIVE VICE AGE: 56 Jordi Lombarte Jordi Lombarte, age 56, Executive Vice President and Chief Technology Officer since April 2018. Mr. Lombarte first joined Autoliv in 1992. During his career with Autoliv, he has held numerous positions of increasing responsibility. Prior to his current role, Mr. Lombarte served as Vice President Engineering of Autoliv Passive Safety, a segment of Autoliv, between April 2017 and April 2018. Prior to that, he served as Vice President Engineering, Autoliv Americas, a division, from August 2013 to April 2017 after serving as Global Senior Director of Seatbelt Development between September 2008 and August 2013. Mr. Lombarte has a Master’s Degree in Mechanical Engineering from Escola Tecnica Superior d’Enginyers Industrials de Terrasa.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRESIDENT
AND CHIEF
TECHNOLOGY
OFFICER
SINCE: 2018
EXECUTIVE VICE AGE: 53 | Christian Swahn Christian Swahn, age 53, Executive Vice President, Global Supply Chain Management since August 2019. He previously served as Senior Vice President of Purchasing for Volvo Bus Corporation from April 2016 until August 2019. From October 2013 to March 2016, he served as Purchasing Director of Industrial Market and Global Categories of SKF AB. Previous roles also include positions with Volvo Penta and Finnveden. Mr. Swahn holds a Master of Science in Mechanical Engineering from the KTH Royal Institute of Technology in Stockholm, Sweden and an Executive MBA from the School of Business, Economics and Law in Gothenburg, Sweden. |
Autoliv | 41 | 2024 Proxy Statement |
EXECUTIVE VICE AGE: 57 | Jonas Jademyr Jonas Jademyr, age 57, Executive Vice President Quality and Program Management since January 2023. Mr. Jademyr first joined Autoliv in February 2021 as Vice President and Head of Program Management. Prior to joining Autoliv, Mr. Jademyr had several roles with AB Volvo including Vice President, Head of Powertrain Product Management of Volvo Trucks between December 2020 and February 2021, Vice President, Head of Global Commercial Launches of Volvo Trucks between October 2018 and November 2020, Vice President, Head of Product Line FH between January 2017 and September 2018, Vice President, Head of Volvo Group Heavy Duty Powertrain Range between December 2016 and December 2017. Between November 2013 and November 2016, Mr. Jademyr served as Senior Vice President, Head of Quality, Safety & Sustainability of Volvo Construction Equipment and was a member of the Volvo Construction Executive Team. Mr. Jademyr is a member of the Board of Directors of Flexound Augmented Audio Oy, a private Finnish company, since September 2022. Mr. Jademyr holds an Engineering degree from Gothenburg Upper School of Technology, Gothenburg, Sweden and an MBA degree from Henley Business School, University of Reading, United Kingdom. |
PRESIDENT, AGE: 56 | Kevin Fox Kevin Fox, age 56, President, Autoliv Americas since June 2020. Mr. Fox previously served as Vice President Operations for Autoliv South America from September 2018 until June 2020. He previously served as Managing Director/Plant Manager for Autoliv Automotive Safety Products between May 2016 and August 2018 and Plant Manager of the ITO facility from April 2011 until May 2016. Mr. Fox holds an MBA degree from Utah State University and a Bachelor of Science in Manufacturing Engineering from Oregon State University. |
PRESIDENT, AGE: 45 | Magnus Jarlegren Magnus Jarlegren, age 45, President, Autoliv Europe since June 2023. From August 2019 until June 2023, he served as Executive Vice President, Operations. Prior to joining Autoliv, Mr. Jarlegren was employed by Sandvik Coromant and various affiliates from 2024 until August 2019, first as Vice President of Production and then as Vice President of Supply. Prior to that, Mr. Jarlegren began his career in consulting, first with three years with Solving EFESO and then ten years with McKinsey & Co. Mr. Jarlegren studied Mechanical Engineering at Chalmers University of Technology in Gothenburg, Sweden. |
Autoliv | 42 | 2024 Proxy Statement |
PRESIDENT, AGE: 56 | Colin Naughton Colin Naughton, age 56, President, Autoliv Asia since November 2020, Mr. Naughton first joined Autoliv in 1995 and has held several positions of increasing responsibility over that period. He most recently served as President, Japan/Asean since April 2020. Prior to that, he served as Vice President, Seatbelt Operations, Division Asia from May 2018 until April 2020 and as Vice President, Seatbelt Operations, Japan/Asean from January 2015 until May 2018. Mr. Naughton has also previously served as President, Japan/Asean and President, Thailand in the past and is very familiar with the Asia division’s management team. Mr. Naughton holds a Bachelor of Technology degree from the National University of Ireland, Galway. |
PRESIDENT, AGE: 55 | Sng Yih Sng Yih, age 55, President, Autoliv China since January 2022. Mr. Yih joined Autoliv after serving as AP President of Lear E-Systems from September 2019 until January 2022, VP/GM of Tenneco Clean Air, Asia Pacific from April 2017 through August 2019, and VP/GM, Tenneco Clean Air, China from March 2015 to April 2017. Mr. Yih holds an MBA in Strategic Management from the Nanyan Business School in Singapore and a BSc. Economics and Sociology from the National University of Singapore. |
VICE PRESIDENT, CORPORATE AGE: 57 | Mikael Hagstrõm Mikael Hagstrõm, age 57, Vice President, Corporate Control since September 2020. Mr. Hagstrõm joined Autoliv in August 2020 after a lengthy career with a variety of businesses in the Volvo Group. He most recently served as the Chief Financial Officer of DongFeng Commercial Vehicles in China, a joint venture of DongFeng Group and AB Volvo, between July 2016 and December 2019. Prior to that, he served as the Senior Vice President, Head of Corporate Financial Reporting for the Volvo Group between October 2006 and March 2016. Mr. Hagstrõm holds a B.Sc. in Business Administration from the Gõteborg University Business School of Economics in Sweden. |
Autoliv | 43 | 2024 Proxy Statement |
Security Ownership of Certain Beneficial Owners and Management |
The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 20172023 for each person known by us to beneficially own more than 5% of our common stock, except where otherwise noted, and as of March 15, 20182024 for (i) each of our directors and nominees; (ii) our named executive officers (as defined on page 2346 of this Proxy Statement); and (iii) all of our directors, named executive officers and executive officers as a group.
Common Stock Beneficially Owned(1)(2) | ||||||||
Name of Beneficial Owner | Number of Shares | Percent of Total | ||||||
5% Stockholders | ||||||||
Alecta pensionsförsäkring, ömsesidigt(3) | 8,262,500 | 9.49% | ||||||
Regeringsgatan 107,SE-103 73 | ||||||||
Stockholm, Sweden | ||||||||
Cevian Capital II GP Limited(4) | 6,530,530 | 7.5%(4) | ||||||
11-15 Seaton Place | ||||||||
St. Helier, Jersey JE4 0QH, Channel Islands | ||||||||
AMF Pensionsförsäkring AB(5) | 5,529,279 | 6.35% | ||||||
Klara Södra Kyrkogata 18 | ||||||||
SE-113 88, Stockholm, Sweden | ||||||||
Directors and Named Executive Officers | ||||||||
Robert W. Alspaugh | 3,800 | * | ||||||
Mats Backman | 331 | * | ||||||
Mikael Bratt | 331 | * | ||||||
Jan Carlson | 122,730 | * | ||||||
Steven Fredin | 16,140 | * | ||||||
Hasse Johansson(6) | 0 | * | ||||||
Leif Johansson | 12,906 | * | ||||||
David Kepler | 1,740 | * | ||||||
Franz-Josef Kortüm | 2,047 | * | ||||||
Xiaozhi Liu | 3,586 | * | ||||||
James M. Ringler | 4,883 | * | ||||||
Kazuhiko Sakamoto | 3,544 | * | ||||||
Ted Senko(6) | 0 | * | ||||||
Lars Sjöbring | 791 | * | ||||||
Wolfgang Ziebart | 1,906 | * | ||||||
All directors, named executive officers and executive officers as a group | 216,439 | * |
Common Stock Beneficially Owned(1)(2) | ||||
Name of Beneficial Owner | Number of Shares | Percent of Total | ||
5% Stockholders | ||||
Cevian Capital II GP Limited(3) 11-15 Seaton Place St. Helier, Jersey JE4 0QH, Channel Islands | 9,319,667 | 11.3% | ||
FMR LLC(4) 245 Summer Street Boston, MA 02210, USA | 5,506,503 | 6.7% | ||
Blackrock, Inc.(5) | 5,178,148 | 6.3% | ||
Alecta Tjãnstepension Õmsesidigt(6) Regeringsgatan 107, SE-103 73 Stockholm, Sweden | 4,704,200 | 5.7% | ||
Directors | ||||
Jan Carlson | 77,493 | * | ||
Laurie Brlas | 5,242 | * | ||
Hasse Johansson | 7,836 | * | ||
Leif Johansson | 10,774 | * | ||
Franz-Josef Kortüm | 11,442 | * | ||
Frédéric Lissalde | 4,130 | * | ||
Xiaozhi Liu | 12,820 | * | ||
Gustav Lundgren | 926 | * | ||
Martin Lundstedt | 3,305 | * | ||
Ted Senko | 8,381 | * | ||
Named Executive Officers | ||||
Mikael Bratt | 17,547 | * | ||
Fredrik Westin | 5,458 | * | ||
Kevin Fox | 2,657 | * | ||
Anthony Nellis | 6,334 | * | ||
Sng Yih | 5,286 | * | ||
All directors, named executive officers, and executive officers as a group (22 individuals)(7) | 201,492 | * |
Autoliv | 44 | 2024 Proxy Statement |
* Less than 1%
(1) | Based on |
(2) | Includes restricted stock units and performance stock units that vested on February |
(3) |
The number of shares owned was provided by Cevian Capital II GP Limited (“Cevian”) pursuant to |
(4) | The number of shares owned was provided by |
(5) | The number of shares owned was provided by BlackRock, Inc., pursuant to its Schedule 13G filed with the SEC on January 29, 2024, indicating beneficial ownership as of December 31, 2023. BlackRock, Inc., reported sole power to vote 5,044,590 shares and |
(6) | The number of shares owned was provided by Alecta Tjänstepension Ömsesidigtpursuant to Amendment No. 7 to its Schedule 13G filed with the SEC on January 17, 2024, indicating beneficial ownership as of December 31, 2023. Alecta Tjänstepension Ömsesidigtreported sole power to vote and dispose of |
(7) |
Includes |
Autoliv | 45 | 2024 Proxy Statement |
Compensation Discussion and Analysis |
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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (CD&A)(“CD&A”) describes the material elements of compensation awarded to, earned by, or paid to each of the Company’s “namednamed executive officers”officers during the last completed fiscal year, and discusses the principles and decisionspolicies underlying our executive compensation policiesdecisions and the most importantkey factors relevant to an analysis of these decisions and policies.decisions.
Our Named Executive Officers in 20172023
In accordance with the relevant rules and regulations promulgated by the SEC, our “namednamed executive officers” areofficers include anyone who served as the CEO theor CFO during 2023, and three other executive officers who had the highest total compensation during 2017.2023. A former executive officer who left the Company during 2023 is also included. The named executive officers for 2023 are the following:
These individuals are as follows:
■ |
■ |
■ | Kevin Fox (President, Autoliv Americas) |
■ | Sng Yih (President, |
■ |
■ | Frithjof Oldorff (Former President, Autoliv Europe) |
The following providesis a brief overview of ourthe fiscal year 20172023 compensation program for our named executive officers:
■ | Total compensation for our named executive officers | |||
■ | The Leadership Development and Compensation Committee (the “LDCC”) approved an LTI program that reflects market practice and aligns pay with our financial performance. The CEO received 100% of his LTI grant value in performance stock units (“PSUs”). For executive officers other than the CEO, seventy-five percent (75%) of the grant value consisted of PSUs and twenty-five percent (25%) of the grant value consisted of restricted stock units (“RSUs”). | |||
■ | The 2023 PSU award is comprised of the sum of one-year performance periods for each of the calendar years 2023, 2024, and 2025, each having annual goals related |
■ | The LDCC first approved a performance criterion related to the Greenhouse Gas Emissions of the company in the 2021 PSUs in order to support the sustainability agenda and being carbon neutral in its own operations by 2030. This performance criterion is also included in the 2023 and 2024 PSUs. | |
■ | The compensation of our named executive officers is significantly affected by our financial results. |
– |
As a result of | |||
– | Our PSU awards for 2021-2023 were based on the Company‘s Earnings Per Share (70%) and Order Intake (30%). As a result of achievement of the performance goals, each executive officer earned 83% of the target number of PSUs. | ||
Autoliv | 46 | 2024 Proxy Statement |
■ | Based on the 2023 compensation risk assessment, |
■ | The LDCC reviewed and approved amendments to the Company’s compensation recoupment policy to comply with NYSE listing standards that became effective on October 2, 2023. The Company’s compensation recoupment policy continues to permit the Board to recoup compensation in a broader set of circumstances than the minimum mandatory clawbacks required by the NYSE listing standard in relation to required accounting restatements. |
■ | Company retirement/pension contributions provided to our named executive officers are limited to defined contribution plans since 2022, while Messrs. Fox and Nellis continue to participate in legacy defined benefit plans where benefits are frozen. |
Management Transitions
■ | On May 30, 2023, the Company announced the appointment of Magnus Jarlegren as the Company’s new President, Europe effective as of June 1, 2023. Mr. Jarlegren succeeded Mr. Frithjof Oldorff who ceased to be an executive officer on May 31, 2023. |
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Our Compensation Philosophy(1)Philosophy for our executive management is set forth below.
Dimension | Description | |
Main Principles | The Company believes that to achieve its strategic and financial objectives, it is necessary to attract, motivate, and retain exceptional management talent. In addition, total compensation offered to our executive management should provide a shared responsibility for overall Company results which is aligned with the interests of the Company’s stockholders. Our compensation strategy is therefore based on principles of performance, competitiveness, and fairness. | |
Compensation Objectives | To meet our compensation philosophy, Objective Objective Objective Objective | |
Compensation Mix | The Company seeks a balanced distribution of fixed and variable incentive compensation elements over time by using several components of compensation. Total compensation for our named executive officers consists of base salary, annualnon-equity incentives, | |
Component 1 | Supporting Objective A Purpose:Provides a set level of pay
| |
Component 2 Short-Term | Incentives | Supporting Purpose:Recognizes short-term performance against established annual financial performance goals and creates focus and engagement in delivering results. Annualnon-equity incentive awards are always capped and directly tied to the Company’s and/or |
Autoliv | 47 | 2024 Proxy Statement |
Dimension | Description | |
Component 3 Stock Incentive | Supporting Purpose:Provides our executive officers with incentives to build longer-term value for our stockholders while promoting retention of critical |
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Component 4 | Supporting Objective A Purpose:Provides additional value for our executives by competitive and All newly hired or promoted senior executives participate in defined contribution plans rather than defined benefit | |
Market and Market Position | The | |
How to Use Market Data | We objectively select relevant peer groups for benchmarking and consider the competitive environment 1.Individual performance and potential relative to market. 2.Long-term succession planning and talent management. 3.Business conditions in our industry or the market overall as well as business or regulatory conditions in the executive’s area of responsibility. 4.Cases where individuals are asked to step into new roles and responsibilities for specific projects or strategic initiatives. |
Initial base salaries are primarily a function of the Compensation Committee’sLDCC’s assessment of (i) market compensation levels, (ii) the references made to base salary in our compensation philosophy for executive management, (iii) the compensation required to attract and retain the executive, and (iv) the Company’s need to fill the position either internally or externally. Also, in deciding compensation levels during the compensation review at the beginning of 2017,2023, one of the Compensation Committee’sLDCC’s objectives was for base salaries and target total direct compensation to approximate the market median (+/- 25%) of the relevant market data linked to the country in which the named executive officer wasis located. As part of the 20172023 compensation review at the Compensation Committeebeginning of 2023, the LDCC increased basedbase salaries for our named executive officers by approximately4-5%between 3.0% to 4.3%, consistent with general market practice.practice, but also considering adjustments necessary to reflect an individual’s performance, responsibilities, and retention needs.
Autoliv | 48 | 2024 Proxy Statement |
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Members of our executive management team, including our named executive officers, are eligible to earn an annualnon-equity incentive award based on achievement againstpre-established performance criteria. TargetMarket-based target payout amountsopportunities are reflected as a percentage of the executive’s base salary, as set forth in the following table.
AnnualNon-Equity Incentive Opportunity for Our Named Executive Officers in 2017 | ||||||
Named Executive Officer | Incentive as a % of Base Salary | |||||
Threshold | Target | Maximum | ||||
Jan Carlson | 0% | 75% | 150% | |||
Mats Backman | 0% | 45% | 90% | |||
Mikael Bratt | 0% | 45% | 90% | |||
Steven Fredin | 0% | 45% | 90% | |||
Lars Sjöbring | 0% | 35% | 70% |
Annual Non-Equity Incentive Opportunity for Our Named Executive Officers in 2023 | |||
Incentive as a % of Base Salary | |||
Named Executive Officer | Threshold | Target | Maximum |
Mikael Bratt | 0% | 60% | 120% |
Fredrik Westin | 0% | 50% | 100% |
Kevin Fox | 0% | 50% | 100% |
Sng Yih | 0% | 50% | 100% |
Anthony Nellis | 0% | 35% |
70% |
Frithjof Oldorff | 0% | 50% | 100% |
Our annualnon-equity incentive award program used a singlelimited number of performance criterioncriteria for many years – “Group Operating Income”.years. The Company believes that using a limited number of established measuresmetrics critical for the success of our business provides clear direction to our executives and promotes our goal of a “one Autoliv” approach through shared responsibility for overall results.executives. In addition, the Company believes that a limited number of performance metrics enhances the transparency of our annual incentive program and provideseasy-to-understand information to our investors. Finally, we believe that a limited number of metrics based on overall Company / Segmentcompany performance rather than individual or local performance mitigates the risk of excessive risk-taking that could arise from individual performanceperformance- based incentives. We still believe this simple, transparent approach supports good corporate governance, a belief that is evidenced by the program operating with limited changes for several years.
However, the Company also recognizes that using a limited number of
The financial performance metrics has limitations. For instance, where the overall market for the Company’s products is impacted by extraordinary economic circumstances, a single performance metric based on profit may result in noour 2023 annualnon-equity incentive awards being attainable, even if the Companyout-performs its competitors and the overall market generally. Similarly, extraordinary,non-recurring events may also impact whether annualnon-equity incentive awards are attained or not, resulting in unintended incentives for management.
In order to balance the competing interests described above, the Compensation Committee changed ournon-equity incentive award program were as follows:
“Adjusted Operating Income”(1)— Reported US GAAP earnings before interest and taxes (EBIT), adjusted for 2017 to include performance criteriacosts related to our segments for those executives in roles that are responsible for segments, as summarized inantitrust matters and restructuring (capacity alignment). Fifty percent (50%) of the table below.non-equity incentive award was based on Adjusted Operating Income.
Named Executive Officer | Performance Criteria | |||||
Group Operating Income | Passive Safety Cash Conversion | Passive Safety Non-Quality Cost | ||||
Jan Carlson | 100% | - | - | |||
Mats Backman | 100% | - | - | |||
Mikael Bratt | 75% | 12.5% | 12.5% | |||
Steven Fredin | 100% | - | - | |||
Lars Sjöbring | 100% | - | - |
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Group Operating Income
GroupPayments on Adjusted Operating Income is defined as “the Company’s U.S. GAAP reported “Earnings Before Income Taxes” as reported in the Company’s audited financial statements.achievement:
Achievement of the group operating income goal was determined based on the Company’s “Operating Income” in 2017 in comparison to the previous year’s “Operating Income”.
■ |
■ |
■ |
During 2017, the Company recognized anon-cash impairment of goodwill in the Autoliv Nissan Brake Systems joint venture (of which the Company owns 51%) and incurred projected costs related to the separation andspin-off. After the close of the year, the Compensation Committee considered the impact of these events on Operating Income, and determined that these events’ negative impact on Operating Income did not reflect the underlying operational performance of the participants in 2017. The Committee, therefore, adjusted the calculation of Operating income for 2017 to exclude the impact of these two extraordinary items. After such adjustment, Operating Income for 2017 was 100% of 2016 Operating Income, resulting in a payout level at 100% of the target payout.
Passive Safety Cash Conversion
Cash Conversion for our Passive Safety segment is defined as “external operating cash flow in relation to the reported operating income.”
Achievement of the Cash Conversion goal was determined based on the Passive Safety segment’s Cash Conversion in 2017 in comparison to the previous year’s Cash Conversion.
Autoliv | 49 | 2024 Proxy Statement |
“Passive SafetyAdjusted Cash Conversion” for 2017 was 22% lower than 2016(1)— Free Cash Conversion resulting in no payout.
Passive SafetyNon-Quality Cost
Non-Quality Cost is defined as “the aggregatednon-quality costsFlow (Operating Cash Flow minus Capex, net) in relation to net salesNet Income expressed in percentage of Passive Safety Segment.Non-quality costs include premium freight in/out, waste & scrap, inventory adjustments andsub-contracted rework.”
Achievement adjusted for effects from antitrust related matters, capacity alignment, and their related tax impacts. Fifty percent (50%) of theNon-Quality goal non-equity incentive award was determined based on the Passive Safety segment’sNon-Quality Cost in 2017 in comparison to the previous year’sNon-Quality Cost.Adjusted Cash Conversion.
Payments on Adjusted Cash Conversion achievement:
■ | No annual incentive payment if the Adjusted Cash Conversion was equal to or less than 50%. |
■ | If the |
■ | If the |
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Passive SafetyNon-Quality Cost for 2017 was 17% lower than 2016Non-Quality Cost and payout level was 115% of the weighted target payout.
ActualNon-Equity Incentive Award Levels
Annualnon-equity incentive awards are directly tied to the Company’s performance. Accordingly, over the last several years, the amount of thenon-equity incentive awards earned by our named executive officers has varied greatly, as reflected in the table below.
| ||||
| ||||
|
The Compensation CommitteeLDCC may exercise its discretion,informed judgement, subject to the terms and conditions of the Company’s compensation plans, to propose certain adjustments to the outcomes of performance metrics. As discussed above,In 2023, the Compensation CommitteeLDCC exercised such discretionjudgment, when approving the 2023 payout, to maintain focus on operating performance compared to assumptions reflected in 2017,the pre-established goals that remained unchanged. The Adjusted Cash Conversion performance was positively adjusted as described below to consider the one-time deferred tax asset relating to the ongoing reorganization of our global functions and European operations that was recognized in f 2023, which was unplanned when the goal for Adjusted Cash Conversion was established.
Actual Adjusted Operating Income for 2023 was $920 million, which was 154% of 2022 Adjusted Operating Income. Actual Adjusted Cash Conversion for 2023 was 64.3% but was positively adjusted by the LDCC, as described above to exclude the impact of the deferred tax asset recognized in 2023, to 75.5%. The performance outcome resulted in an annual non- equity incentive award of 164% of the target opportunity for named executive officers outside the Europe Division.
Mr. Oldorff, the former President, Autoliv Europe, and his successor, Mr. Jarlegren, participated in a slightly different 2023 annual non-equity incentive award program. That program had not done so25% based on Adjusted Operating Income, 25% based on Adjusted Cash Conversion, both as described above, and the remaining 50% was based on Europe Division Adjusted Operating Income.
“Europe Division Adjusted Operating Income”(1)— Europe Division Adjusted EBIT (reported US GAAP EBIT adjusted for costs related to Antitrust matters and restructuring (capacity alignment), and adjustments for IPU-fees and Brand Royalty fees).
Actual Europe Division Adjusted Operating Income for 2023 was above threshold but below target. Together with the Adjusted Operating income and Adjusted Cash Conversion for 2023, the performance outcome resulted in recentan annual non-equity incentive award of 105% of the target opportunity for participating executives in the Europe Division.
2023 Non-Equity Incentive Award Pay-outs
The amount of the non-equity incentive awards earned by our named executive officers has varied over the years, prior.as reflected in the table below.
Changes toNon-Equity Incentive Program. For information regarding the changes we implemented to ourNon-Equity Incentive Program in 2018, see “Material Changes to 2018 Compensation Program” later in this CD&A.
Annual Non-Equity Incentive Program Pay-Outs | |
Year | Pay-out % Target |
2023 | 164% 105% (Europe Division) |
2022 | 94% |
2021 | 166% |
2020 | 100% |
(1) | For a reconciliation of these measures to financial measures derived in accordance with U.S. GAAP for the fiscal year ended December 31, 2023, Annex A. |
Autoliv | 50 | 2024 Proxy Statement |
Long-termLTI equity incentives (LTI) for our named executive officers and other key employees representrepresents a significant part of their total direct compensation. In 2017,2023, the LTI program had 374339 participants, compared to 334318 participants in 20162022, and 313309 participants in 2015.2021.
The target value of
For our named executive officers, long-term incentive mix was comprisedequity incentives granted since 2019 consist of PSs (50%both PSUs (75%) and RSUs (50%(25%)., except for our CEO who has been granted 100% PSUs since 2021. The Compensation CommitteeLDCC determined 2017 approved target2023 grant levels by first reviewing competitive market pay levels and trends provided by its independent consultant, historical grant levels, and the recommendations of our CEO for grants to senior executives other than his own.excluding himself (for more information, please refer to the “2023 Executive Compensation Decisions” section below). The Compensation Committee then approved the number of PSs and RSUs to be granted to our named executive officers and other senior executives. The Compensation CommitteeLDCC also considered the total direct compensation of our named executive officers relative to the median levels of total direct compensation of our peer groups, or local market data, subject to any modifications the Compensation CommitteeLDCC believed appropriate based on individual performance, industry conditions, and other criteria as discussed in the “Compensation Philosophy” above. The Compensation CommitteeLDCC delegated to the CEO the authority for the determination and allocation of certain grants below our named executive officers to the CEO,and other executives, subject to established grant limits and the Compensation Committee’sLDCC’s review.
Restricted Stock UnitsRSUs. . We believe that RSUs provide a powerful tool to create executive ownership and retain valuable executives because:
■ | RSUs are easy to |
■ | Due to the three-year vesting schedule and regular annual overlapping grants, RSUs encourage the executive to stay with the Company or forfeit significant accumulated value; and |
■ | RSUs |
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RSUs generallygranted in 2023 cliff-vest on the third anniversary of the grant date, subject to the grantee’s continued employment with the Company on such vesting date, subject to limited exceptions.
Performance SharesPSUs. We believe that PSsPSUs focus and direct the efforts of our executives toward the attainment of critical multi-yearstrategic corporate objectives as well as further encourage employment retention because:
■ | The performance metrics selected for the |
■ | Due to the three-year |
The executive officer
PSUs granted in 2023 may earn0-2x the target number of PSsbe earned based on the Company’s achievement of specifiedperformance goals related to EPS (60%), Relative Organic Sales Growth (25%), and Greenhouse Gas Emissions (15%). The LDCC believes these metrics support the Company’s strategic objectives and long-term stockholder value creation.
The 2023 PSU award is comprised of three one-year performance periods (Tranche A, Tranche B, and Tranche C), with goals for each tranche associated with full calendar years 2023, 2024 and 2025, respectively. Each tranche vests on or about the third anniversary of the grant date (during Q1 2026), subject to the named executive officer’s continued employment. At the beginning of 2023, the LDCC approved the goals for the Company’s compound annual growth rate (CAGR)first tranche (2023). The goals for sales,tranches B (2024) and C (2025) will be set by the Company’s CAGRLDCC in the beginning of 2024 and 2025, respectively.
Treatment Upon Change in Control. All outstanding LTI equity awards are subject to “double-trigger” vesting acceleration in the event of a change in control (“CIC”), as is the LDCC’s intent for earnings per share relative tofuture awards, where awards assumed by the CAGR for Global Light Vehicle Production reportedacquiring company in a CIC will become fully vested only upon the holder’s subsequent qualifying termination. If the awards are not assumed by IHS, with each weighted 50% and measured over a three-year performance period.the acquiring entity, then they will become fully vested upon the CiC.
Dividend Equivalents. Commencing with the February 2017 grant,All outstanding PSUs and RSUs have dividend equivalent rights will accrue on PSs and RSUs. Anyrights. Provisions provide that any cash dividend paid with respect to our common stock for which the record date occurs on or after the grant date and the payment date occurs on or before the vesting date will resultresults in a credit of additional PSsPSUs and RSUs, which additional PSsPSUs and RSUs are subject to the same earnout and vesting schedule as the underlying PSsPSUs and RSUs.
Autoliv | 51 | 2024 Proxy Statement |
How We Value Equity Awards. For accounting purposes and whenWhen internally assessing and communicating equity compensation, we use a model whichthat assumes that the value of an RSU and a PSPSU at target performance level is the closing price for a share of our common stock on the NYSE on the last trading day before of the grant. The introduction of dividend equivalents resulted in an approximately 5.6% increase in the reported accounting values in the Stock Awards column of the Summary Compensation Table for 2017 as compared to 2016 for named executive officers, even though our internal target grant values for the named executive officers remained unchanged in 2017 as compared to 2016.date.
Annual Grant Date. The annual grant date for our stock incentive programregular annual LTI equity awards is in the first quarter of the fiscal year, on the date of, or following publication of, our fourth quarter financial results. This is done to enhance corporate governance procedures and to avoid unintended burdens to participants because of routine “black-out periods,” as a resultwell as to avoid making awards in proximity to material nonpublic information that could impact award value.
Payout of“black-out periods.” 2021 PSUs. The performance period for the 2021 PSUs concluded on December 31, 2023, and the LDCC certified the level of achievement of the applicable performance goals in February 2024. The following tables outline our results relative to the established goals related to EPS and New Order Intake Level and the corresponding payout levels per Tranche:
Tranche A (2021) | ||||||
Weight | Threshold | Target | Max | Actual | Payout | |
Order Intake Level(1)(2) | 30% | 40% | 44% | 48% | 50% | 200% |
Earnings Per Share | 70% | 4.5 | 6.5 | 8.5 | 5.02 | 26% |
Final Payout | 78% | |||||
Tranche B (2022) | ||||||
Weight | Threshold | Target | Max | Actual | Payout | |
Order Intake Level(1)(2) | 30% | 40% | 44% | 48% | 40% | 5% |
Earnings Per Share | 70% | 4.0 | 6.0 | 8.0 | 4.4 | 20% |
Final Payout | 16% | |||||
Tranche C (2023) | ||||||
Weight | Threshold | Target | Max | Actual | Payout | |
Order Intake Level(1)(2) | 30% | 40% | 44% | 48% | 47% | 173% |
Relative EPS Growth(3) | 70% | 4.0 | 6.0 | 8.0 | 7.0 | 148% |
Final Payout | 156% |
(1) | Consistent with our public disclosure in our Annual Report for the fiscal year ended December 31, 2023, and quarterly earnings release presentations, we are disclosing approximate results for our order intake. Specific, unrounded results are not material to an understanding of the PSU program. | |
(2) | Order intake is calculated by comparing Autoliv’s projected average yearly sales for the lifetime of each program in relation to the projected average yearly sales for the lifetime of each program available for award in the market, expressed in%. | |
(3) | As compared to global light vehicle production (LVP) growth. Additional information and a reconciliation of EPS vs. LVP Growth to financial measures derived in accordance with U.S. GAAP for the fiscal year ended December 31, 2023, is set forth in Annex A to this Proxy Statement. |
Autoliv | 52 | 2024 Proxy Statement |
Changes to LTI Program. For information regarding the changes we implemented to our Long Term Incentive Program in 2018, see “Material Changes to 2018 Compensation Program” later in this Compensation Discussion & Analysis (CD&A).
Pension / Pension/Retirement and Other Post-Employment Benefits
Autoliv provides certain supplemental retirement/pension and other post-employment benefits, in addition to the mandatory programsbenefits required by localapplicable national statutes and maintains defined benefit or defined contribution plans for our named executive officers that are competitive with customary local practice. The programs’major terms are as follows:
Defined Contribution Programs (individual retirement investment from Company contributions). Since 2007, all newly hired or promoted senior executives participate only in defined contribution plans rather than defined benefit plans (with the exception of(except for certain senior executives that participateparticipated in location-specific defined benefit plans, as in the case of Mr. Fredin)plans).
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The Company contributes a percentage of each executive’s annual base salary to the plan, as follows:follows. Defined contribution levels are determined by the LDCC after considering local market practices for executives in similar roles and therefore vary significantly.
Retirement–Defined Contribution Level | |||
| Level of Contribution
| ||
| |||
Kevin Fox | See below | ||
| |||
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Both Messrs. FredinFox and SjöbringNellis participated in a 401(k) plan available to U.S. basedU.S.-based employees in 2017.2023. Under this plan, the Company makesmade an employer matching contribution equal to 100% of the first 3%, and then equal to 50% of the next 2% of employee contributions (expressed as percentage of base pay), up to certain limits. Effective January 1, 2022, the plan introduced a non-elective contribution, which contributes an additional 2% of eligible earnings to the savings account. Messrs. FredinFox and SjöbringNellis also participate in a non-qualified defined contribution plan.
Defined Benefits Program. Messrs. Fox and Nellis participated in anon-qualified defined contribution plan.
Defined Benefits Program. Mr. Carlson participated in a Company U.S. tax-qualified defined benefit plan prior to becoming CEO. Mr. Fredin participates in a U.S.tax-qualified defined benefit plan,and an excess pension plan, and a supplemental defined benefit plan.which froze for the purpose of additional contributions effective December 31, 2021. Additional information regarding these plans is described later under “Pension Benefits.”Benefits”. Other than Messrs. CarlsonFox and Fredin,Nellis, none of our named executive officers are parties to a defined benefit arrangement with the Company.
Retiree Medical Plan. Mr. Fredin isMessrs. Fox and Nellis are eligible to participate in a retiree medical plan, available to all employees employed in the U.S. thatwho were hired prior to January 1, 2004, at which time the plan was frozen to new participants. Effective from December 31, 2014, the retirement arrangement was adjusted so that eligible participants, including Mr. Fredin,Messrs. Fox and Nellis, are covered by a Health Retirement Account (“HRA”), pursuant to which, upon his attaining age 55 and a minimum of 15 years of service, the Company will provide an annual benefit of $3,000 to an HRA upon retirement prior to age 65 and an annual benefit of $875 to an HRA after age 65. This annual benefit will be reduced if Mr. Fredinthe participant retires prior to age 60. If the annual benefit is not used by the participant during the year, the benefit is forfeited back to the company. This plan may be terminated at any time for both current employees and current retirees/participants with no obligation of benefit payout.
Termination / Termination/Severance Agreements. Each of our namedAgreements. Named executive officers has an employment agreementhave agreements with the Company, pursuant to which he isthey are entitled to certain severance benefits in the event of his termination of employment. A detailed summary of the terms of these agreements is provided on page 4668 of this Proxy Statement. In addition, each
All severance benefits and equity acceleration related to a CIC of Messrs. Carlson and Fredin has achange-in-control (“CiC”) severance agreement with the Company pursuantare subject to which the executive is entitled to certain severance benefits in the eventdouble-trigger provisions that include consummation of his termination of employment in connection with a CiC (which benefits would be in lieu of any benefits under the employment agreement). These arrangements were provided to certain of our most senior executive officers as a competitive pay package component to encourage executives to remain focused on the Company’s business in the event of rumored or actual fundamental corporate changes. Mr. Carlson’s CiC agreement contains a “modified single-trigger,” which means that the executive may terminate his employment for any reason during the30-day period commencing one year after the CiCtransaction and be entitled to severance benefits provided under the CiC agreement. While the Company has not amended his CiC agreement, in December 2010, the Board approved a policy limitingfuture CiC agreements to a “double-trigger” arrangement, which means that the severance benefit is not provided unless the participant incurs an involuntarycovered termination within a designated period following a CiC. Mr. Fredin’s CiC agreement is consistent with this policy.In addition, in November 2011, the Board approved a policy providing that new hires will receive CiC severance benefits, if at all, in accordance with local market practice, as opposed to all officers receiving the same CiC severance benefits by reason of being an officer.
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Pursuant to the 1997 Plan, outstanding equity awards will become fully vested upon the occurrence of a CiC. The“change-in-control” definition contained in the 1997 Plan andchange-in-control severance arrangements is predicated on actual consummation of a corporate transaction, such as a merger, rather than upon stockholder approval of the transaction. This avoids an inadvertent “early trigger” of any CiC provisions should the transaction fail to close.
defined protected period. We do not provide taxgross-up protection for CiC excise taxes (i.e., U.S. taxes under Section 4999 of the United States Internal
Autoliv | 53 | 2024 Proxy Statement |
Revenue Code of 1986, as amended (the “U.S. Internal Revenue Code”) applied tochange-in-control payments that exceed certain amounts)amounts under Section 280G) to our named executive officers.
Executive Compensation Responsibilities
Role of the Compensation CommitteeLDCC
The Compensation CommitteeLDCC annually reviews our named executive officers’ pay levels and target incentive opportunities versus the competitive market and considers information provided by (i) the consultantsindependent consultant regarding trends, (ii) input from the GroupExecutive Vice President, Human Resources and Sustainability, (iii) the CEO’s recommendations as to compensation for our named executive officers (other than himself), and (iv) other relevant factors as discussed above in the “Compensation Philosophy” section.
Role of the Independent Compensation CommitteeLDCC Consultant
The Compensation CommitteeLDCC regularly engages an independent advisor, who reports directly to the Compensation Committee.LDCC. The independent advisor attends routine meetings of the Compensation CommitteeLDCC and provides independent perspective and advice to the Compensation CommitteeLDCC on various aspects of the Company’s total compensation system and the market environment in which the Company operates. Additional information regarding the role of the Compensation Committee’sLDCC’s advisor, FW Cook, may beMeridian, is found later in this CD&A in the “2017“2023 Executive Compensation Decisions” section.
Role of Data Providers to Management
Management periodically solicits data from third parties to ensure that the Company’s compensation program is competitive with compensation programs offered by the companies in its peer groups and companies in the markets in which the named executive officers are located. In setting the compensation at the beginning of 2023, Willis Towers Watson provided compensation survey data for executive roles based in the United States, China, and Germany. Mercer provided compensation survey data for executive roles based in Sweden and Japan.
Role of the Chief Executive OfficerCEO
Our CEO regularly participates in the meetings of the Compensation Committee.LDCC. The CEO and GroupExecutive Vice President, Human Resources and Sustainability work together to develop a recommendation to present to the Compensation CommitteeLDCC with respect to compensation packages for each of our named executive officers, other than the CEO. As a result, our CEO generally has a significant impactinfluence on the compensation paid to the other named executive officers. In addition, the Compensation CommitteeLDCC has delegated the authority for the determination of certain grants to employees other than executive officers under our long-term incentive plan to the CEO, subject to established grant limits. The Compensation CommitteeLDCC regularly holds executive sessions, excusing the CEO from the meeting, to discuss matters related to the CEO’s compensation.
Role of the Management Consultant
Management periodically solicits the advice of external compensation consultants to ensure that the Company’s compensation program is competitive with compensation programs offered by the companies in its peer group and companies in the markets in which the named executive officers are located. In 2017, Towers Watson assisted management with reviewing the Company’s compensation program for executives, as described in more detail below.
Policies and Practices that Govern Executive Compensation at Autoliv
Stock Ownership Guidelines.Effective January 1, 2013, and as amended and restated in December 2015, the. The Company has adopted stock ownership guidelines for its executive officers. Pursuant to these guidelines, each executive officerthe (i) CEO is expected to accumulate and hold shares of Company common stock having a value at least equal to (i) 2x his annual base salary in the caseand (ii) other executive officers are expected to accumulate and hold shares of the CEO, and (ii)Company common stock having a value at least equal to 1x annual base salary, in the case of each executive other than the CEO.salary. Executives are expected to make continuous progress toward their respective ownership requirements. Until the executive has satisfied the stock ownership guidelines, he or she will be
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required to retain 75% of the net shares received upon settlement of restricted stock units granted on or after January 1, 2013.RSUs. For purposes of these stock ownership guidelines, “net shares” are those shares held by the executive after deducting any shares withheld by the Company or sold by the executive for the sole purpose of satisfying the executive’s tax liabilities and related fees, if any, related to the settlement event.
Policy Against Hedging, Short-Selling, and Pledging. Any employee holding Autoliv securities isAll employees and non-employee directors are prohibited from engaging in hedging, short-selling, or pledging.pledging of Autoliv securities.
Autoliv | 54 | 2024 Proxy Statement |
Compensation Recoupment Policy. We have aOur Board is required to recoup earned performance-based incentive compensation recoupment policy that requiresfrom current and former SEC 16 officers in the event of a financial restatement under NYSE listing standards. It is also authorized to clawback and cause the forfeiture of certain compensation from a broader group of executives to return incentive compensationin the event an executive is found acting in a manner that is subsequently determined notharmful to have been earned.the interests of the Company including “harmful conduct” defined as:
■ | Conduct that would constitute “cause” as defined in LTI grant agreements. |
■ | Any violation of the Company’s code of conduct, insider trading policy, or other published policies. |
■ | Egregious misconduct including, but not limited to, fraud, criminal activities, falsification of Company records, theft, violent acts or threats of violence, or a violation of law, unethical conduct or inappropriate behavior that causes substantial reputational harm to the Company or exposes the Company to legal liability. |
■ | The commission of act or omission that causes an executive officer or senior manager or the Company to be in violation of federal or state securities laws or rules. |
■ | Any misconduct, negligence, or dereliction of duty by an executive officer or senior manager that caused or contributed to the need for the restatement or material adjustment of any financial performance measure upon which the payment or his or her non-equity incentive compensation and/or vesting of his or her LTI awards are or were based. |
Compensation Risk Assessment.Assessment
The Compensation CommitteeLDCC annually considers potential risks when reviewing and approving our compensation program. We have designed our compensation program to encourage behaviors aligned with the long-term interests of stockholders. There is appropriate balance in program design to mitigate compensation-related risk including our incentive compensation plans, with specific featuresfixed and variable pay, cash and equity, short- and long-term incentives, etc. Policies also are in place to address potential risks while rewarding employees for achieving long-term financialmitigate compensation-related risk such as ownership guidelines, insider-trading prohibitions, recoupment provisions, and strategic objectives through prudent business judgment and appropriate risk taking. The following elements have been incorporated in our compensation program for executive officers:
independent LDCC oversight. Additionally, the Compensation CommitteeLDCC annually considersreviews an inventory of incentive arrangements below the executive level.
Additionally, the LDCC annually reviews an assessment of compensation-related risks including an inventory of incentive and commission arrangements below the executive level. Based on this assessment, the Compensation CommitteeLDCC concluded that our compensation programs doprogram does not create risks that are reasonably likely to have a material adverse effect on Autoliv. In making this determination, the Compensation CommitteeLDCC reviewed the key design elements of our compensation programsprogram in relation to industry “best practices” as presented by FW Cook,the LDCC’s independent compensation consultant, as well as the means by which any potential risks may be mitigated, such as through our internal controls and oversight by management and the Board of Directors.
20172023 Executive Compensation Decisions
The Process
The total compensation of our named executive officers is reviewed every year.annually. The Compensation CommitteeLDCC considers changes in the compensation levels after it reviews the relevant peer group or local market data (per position). The Compensation CommitteeLDCC uses this information as one input in its decision-making process. In addition to market data, the Compensation CommitteeLDCC also reviews the Company’s financial performance, the named executive officers’ individual performance, input from the Group Vice President,EVP Human Resources & Sustainability, and the recommendations of the CEO with respect to the compensation packages for the named executive officers other than himself. The Compensation CommitteeLDCC reviews, provides feedback, and approves the final recommendations for the compensation of our named executive officers.
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The Compensation CommitteeLDCC reviewed and decided on the 20172023 compensation for our executives and the recommendations made by the CEO other than for himself, during its meetings held in December 2016 and February 2017 and decided on the 2017 compensation levels.November 2022. The review has beenwas supported by the comprehensive analysisdata obtained from Willis Towers Watson and market review prepared by Towers Watson.Mercer.
The AdvisorsLDCC Consultant
Throughout the decision makingdecision-making process for 20172023 compensation, which included the Compensation Committee’s December 2016 and February 2017 meetings, and duringLDCC’s November 2022 meeting, the other Compensation Committee meetings, which included May, August, November and December 2017 meetings, the Compensation CommitteeLDCC engaged FW CookMeridian who reported directly to the Compensation Committee. During 2017, FW Cook attended the majority of the Compensation Committee’s meetings andLDCC. Meridian provided input for each meeting, including:as per the following:
(i) | independent perspective and advice to the |
(ii) | information about the market environments in which the Company operates, including guidance regarding compensation trends, compensation levels, and compensation mix within the market; |
Autoliv | 55 | 2024 Proxy Statement |
(iii) | regulatory and statutory developments; |
(iv) | recommendations regarding program design and structure; and |
(v) | recommendations regarding compensation levels and mix for our executive officers and |
FW Cook
Meridian did not provide any additional services to the Company other than those described herein.
In 2016, the Company engaged Towers Watson to assist in setting the compensation for 2017. At the direction of management, Towers Watson was assigned specific tasks related to the compensation of our senior executive officers, including: (i) review of peer group and pay changes in the 2017 employment market, (ii) compilation of peer groups for our named executive officers, and (iii) compensation analysis for the Compensation Committee.
In line with the principles of our compensation philosophy applicable as of December 20162022 for the compensation review of our named executive officers, the Compensation CommitteeLDCC reviewed the most currentmost-current compensation data available in selected markets. This includedmarkets, including market data from Sweden and the U.S.
In 2022, the Company engaged Willis Towers Watson and Mercer to provide data that was used itsin setting the 2023 compensation for our senior executive officers. Willis Towers Watson and Mercer used their proprietarynon-disclosed compensation databasedatabases to assess local market compensation levels for executive roles operating within the general, high-tech, automotive, and manufacturing industries. Such market assessments are based on our named executive officers’ roles, characteristics, and responsibilities including job function, reporting level, and other organizational financial and organizational scope measures, including revenue responsibility, employees, and geographical responsibility. The market data contained information regarding the assessed level of base salary, total cash compensation, total direct compensation, and total compensation. The details of data provided in the tables below reflect the information as provided by Towers Watson as part of the analysis.
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Swedish Peer Group
Messrs. Carlson, BackmanBratt and BrattWestin. In considering 2023 compensation for 2017 for our named executive officers based in Sweden, (Messrs. Carlson, Backman and Bratt), the Compensation CommitteeLDCC reviewed, among other factors, market data (base salary, total target cash compensation, total direct compensation, and total compensation) from a peer group consisting oflarge-cap Swedish companies that have global industrial operations of substantial size in major manufacturing markets of North America, Europe, and Asia (the “Swedish peer group”Peer Group”) headquartered in Sweden and with executives based in Sweden with Swedish employment conditions. The Swedish peer group for 2017Peer Group used by the LDCC in connection with its review of 2023 compensation consisted of the following companies, with such information provided by Towers Watson and convertedcompanies:
AB Volvo | Electrolux | Skanska |
Alfa Laval | Ericsson | SKF |
Assa Abloy | Sandvik | SSAB |
Atlas Copco | Scania | Stora Enso |
The Swedish Peer Group for 2023 compensation review remained the same as compared to U.S. dollars using the following exchange rate: 1 USD = 8.2322 SEK.year before.
Swedish Peer Group for 2017 | ||||||
Company | Net Sales (MUSD) | Market Cap (MUSD) | Headcount | |||
Volvo | 37,963 | 25,116 | 88,464 | |||
Ericsson | 29,994 | 24,012 | 116,281 | |||
Volvo Cars | 19,927 | N/A | 28,119 | |||
Skanska | 18,592 | 9,705 | 48,470 | |||
Electrolux | 15,003 | 8,014 | 58,265 | |||
SCA | 14,008 | 21,837 | 44,000 | |||
Atlas Copco | 12,410 | 36,953 | 43,114 | |||
Scania | 11,528 | N/A | 44,409 | |||
Stora Enso | 11,484 | 7,482 | 25,680 | |||
Sandvik | 10,428 | 14,147 | 45,808 | |||
SKF | 9,232 | 8,055 | 46,635 | |||
Assa Alboy | 8,272 | 22,313 | 45,994 | |||
SSAB | 6,908 | 2,705 | 16,045 | |||
Alfa Laval | 4,828 | 6,877 | 17,417 | |||
Husqvarna | 4,394 | 5,181 | 13,572 |
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U.S. Peer Group
Messrs. FredinFox and Sjöbring.Nellis. In considering 2023 compensation for 2017 for Messr. Fredin and Sjöbring,our executive officers based in the Compensation CommitteeU.S., the LDCC reviewed, among other factors, market data (base salary, total target cash compensation, total direct compensation, and total compensation) from a peer group consisting of U.S. companies that were selected based on market capitalization, total revenue, and number of employees.
The LDCC updated our U.S. Peer Group before the 2023 compensation review following a comprehensive review of companies comprisingbased on data availability, relevancy, and size. One company (Cooper Standard) from the 20172022 U.S. Peer Group was removed from the 2023 peer group are listed below.due to its reduced market cap.
U.S.A. Peer Group for 2017 | ||||||
Company | Net Sales (MUSD) | Market Cap (MUSD) | Headcount | |||
Northrop Grumman Corporation | 23,526 | 38,541 | 65,000 | |||
Rolls-Royce Holdings PLC | 20,967 | 21,260 | 50,500 | |||
Whirlpool Corporation | 20,891 | 12,915 | 97,000 | |||
Eaton Corporation | 20,855 | 29,549 | 97,000 | |||
Lear Corporation | 18,211 | 8,329 | 136,200 | |||
Jabil Circuit Inc. | 17,899 | 4,063 | 161,000 | |||
ZF TRW Automotive Holdings Corporation | 17,539 | N/A | 66,900 | |||
Textron Inc. | 13,423 | 10,671 | 35,000 | |||
Parker-Hannifin Corporation | 12,712 | 16,422 | 54,750 | |||
Stanley Black & Decker Inc. | 11,172 | 18,278 | 51,250 | |||
L-3 Communications Holdings Inc. | 10,466 | 11,494 | 38,000 | |||
Navistar International Corporation | 10,140 | 1,516 | 13,200 | |||
BorgWarner Inc. | 8,023 | 7,407 | 30,000 | |||
Federal-Mogul Holdings Corporation | 7,419 | 1,567 | 53,700 | |||
Spirit AeroSystems Holdings Inc. | 6,644 | 5,889 | 15,200 | |||
Terex Corporation | 6,543 | 2,627 | 20,400 | |||
Rockwell Automation Inc. | 6,308 | 15,186 | 22,500 | |||
Harman International Industries Inc. | 6,155 | 5,804 | 24,197 | |||
Oshkosh Corporation | 6,098 | 3,986 | 13,300 | |||
Rockwell Collins Inc. | 5,244 | 10,883 | 19,500 | |||
Harris Corporation | 5,083 | 11,244 | 22,300 | |||
Visteon Corporation | 3,245 | 2,397 | 11,000 | |||
Timken Corporation | 2,872 | 2,647 | 14,000 | |||
SPX Corporation | 1,719 | 800 | 6,000 |
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The following is the U.S. Peer Group used by the LDCC to benchmark our U.S. executives’ 2023 compensation.
Continental AG | Johnson Controls International | Yazaki |
Stanley Black & Decker | BorgWarner Inc. | Dana Inc. |
Rockwell Automation | Terex Corp. | Timken Corp. |
Trinity Industries | Parker-Hannifin Corp. | Trane Technologies |
Dover Corp. | Fortive Corp. | Faurecia |
Adient Plc. |
Findings and Compensation Benchmarking for Divisional Presidents Not Based in Sweden or the U.S.A
Mr. Oldorff. In considering 2023 compensation for Mr. Oldorff, the LDCC considered information provided by Willis Towers Watson about German executive pay levels in general industry survey data.
Mr. Yih. In considering 2023 compensation for Mr. Yih, the LDCC considered information provided by Willis Towers Watson about China executive pay levels in general industry survey data.
Decisions for 20172023 Compensation
The following section of this CD&A focuses on the data reviewed by the Compensation Committee in its December 2016 meeting and the decisions linked to compensation paid to our named executive officers for 2017.2023.
The Compensation CommitteeLDCC reviews the compensation for the executives taking into consideration current market position and internal, external, and personal factors, into considerationincluding, but not limited to, the experience, performance, retention risk, internal equitability, and one of the factors considered is the current market position of respective named executive officers.advancement potential. Although the market analysis provides an additional input to decision making,for compensation decisions, the Company is aware of the fact that the limited number of peer group companies in Sweden where the majority of our named executive officers are locatedand potential changes to peer groups based on data availability may result in inconsistencies in a year-over-year analysis.
For the purpose of market position analysis, the following guidelines have been followed
Mikael Bratt. As compared to increase readability of the information provided:2022, Mr. Bratt’s:
base salary increased by 4.3% (in Swedish Kronor); | ||
annual target non-equity incentive level (60% of base salary) and the | ||
■ | approved grant value for stock incentive program participation was increased from a fixed amount of SEK 8,000,000 to a fixed amount of 9,000,000 SEK; and | |
■ | retirement plan contribution level was increased from 46% to 47% of base salary. |
Fredrik Westin. As compared to 2022, Mr. Westin’s:
base salary increased by 3.5% (in Swedish Kronor); | ||
annual target non-equity incentive level was increased from 45% to 50% of base salary with the | ||
■ | approved grant value for stock incentive program participation remained unchanged at USD 280,000; | |
■ | retirement plan contributions level (35% of base salary) remained unchanged. |
Kevin Fox. As compared to 2022, Mr. Fox’s:
base salary increased by 4.0% (in USD); | ||
■ | annual target non-equity incentive level was increased from 45% to 50% of base salary with the associated cap remaining at 2x target | |
■ | approved grant value for stock incentive program participation remained unchanged at USD 200,000; and | |
■ | retirement plan contribution levels remained unchanged under U.S. plans. |
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Sng Yih. As compared to 2022, Mr. Yih’s:
■ | base salary increased by 3.0% (in Chinese Yuan); | |
■ | annual target non-equity incentive level was increased from 45% to 50% of base salary with the | |
■ | approved grant value for stock incentive program participation remained unchanged at USD 250,000; and | |
■ | No retirement plan contributions |
Anthony Nellis. As compared to 2022, Mr. Nellis’:
■ | base salary increased by 4.0% (in USD); | |
■ | annual target non-equity incentive level (35% of base salary) and the | |
■ | approved grant value for stock incentive program participation was increased from USD 200,000 to USD 220,000; | |
■ | retirement plan contribution levels remained unchanged under U.S. plans. |
Frithjof Oldorff. As compared to 2022, Mr. Oldorff’s:
■ | base salary increased by 3.0% (in Euros); | |
■ | annual target non-equity incentive level was increased from 45% to 50% of base salary with the associated cap remaining at 2x target | |
■ | approved grant value for stock incentive program participation remained unchanged at USD 250,000; and | |
■ | retirement plan contributions level (10% of base salary) remained unchanged. |
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Each of the 2016 pie charts below demonstrates the mix of base salary, target short-term incentive, value of long-term incentive awards and value of retirement / pension solutions provided to our named executive officers in 2016, using applicable exchange rates at the time of analysis and Towers Watson’s methodologies, which information the Compensation Committee reviewed and considered in connection with establishing target pay levels for 2017. Similarly, the percentage changes in each element of compensation set forth below reflect the Compensation Committee’s decisions in December 2016.
Jan Carlson. Pursuant to the December 2016 analysis provided by Towers Watson, Mr. Carlson’s:
Based on the 2016 pay mix given below, the market data and the other factors the Compensation Committee considered, the Compensation Committee approved the following changes to Mr. Carlson’s 2017 compensation.
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Mats Backman. Pursuant to the December 2016 analysis provided by Towers Watson, Mr. Backman’s:
Based on the 2016 pay mix given below, the market data and the other factors the Compensation Committee considered, the Compensation Committee approved the following changes to Mr. Backman’s 2017 compensation.
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Mikael Bratt. Pursuant to the December 2016 analysis provided by Towers Watson, Mr. Bratt’s:
Based on the 2016 pay mix given below, the market data and the other factors the Compensation Committee considered, the Compensation Committee approved the following changes to Mr. Bratt’s 2017 compensation.
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Steve Fredin. Pursuant to the December 2017 analysis provided by Towers Watson, Mr. Fredin’s:
Based on the 2016 pay mix given below, the market data and the other factors the Compensation Committee considered, the Compensation Committee approved the following changes to Mr. Fredin’s 2017 compensation.
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Lars Sjöbring. Pursuant to the December 2017 analysis provided by Towers Watson, Mr. Sjöbring’s:
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Based on the 2016 pay mix given below, the market data and the other factors the Compensation Committee considered, the Compensation Committee approved the following changes to Mr. Sjöbring’s 2017 compensation.
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20172023 Additional Benefits
The Company’s executive compensation program also includes certain retirement / pension benefits“other elements” (see page 2961 of this Proxy Statement) and certain other items of compensation, such as a company car.. The Compensation CommitteeLDCC believes these benefitsadditional other elements are appropriate for each of our named executive officers.
Additional 2023 and 2024 Compensation Decisions
There were no other decisions relating to named executive officer compensation in 2023 or 2024 outside normal procedures.
Results ofSay-on-Pay
At our 20172023 annual meeting of stockholders held on May 9, 2017,11, 2023, approximately 81.8%97.1% of the stockholders who voted on the“say-on-pay” “say-on-pay” proposal approved the compensation of our named executive officers, while approximately 15.3%1.5% voted against (with approximately 3%1.3% abstaining). In considering the results of this most recent advisory vote on executive compensation, the Compensation CommitteeLDCC concluded that the stockholder vote continues to reflect favorable stockholder support of the compensation paid to our named executive officers and the compensation philosophy and objectives of the Company.
At
Also, at the annual meeting of stockholdersheld on May 9, 2017,11, 2023, our stockholders expressed a preference that advisory votes on executive compensation occur every year. In accordance with the results of this vote, the Board determined to implement an advisory vote on executive compensation every year until the next required vote on the frequency of stockholder votes on the compensation of executives, which will occuroccurs at the 20232029 annual meeting.
Material Changes to 2018 Compensation Program
The Compensation Committee made certain changes to our 2018 compensation program in contemplation of the upcomingspin-off of the Company’s Electronics business segment, as summarized below:
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Currencies for Executive Compensation
The Company generally sets cash-based compensation (including for all of our named executive officers) in the local currency of the country of service.service with limited exceptions. Accordingly, the Company set compensation in Swedish kronor (“SEK”) for Messrs. Carlson, Backman,Bratt and Bratt,Westin, in U.S. dollars (“USD”) for Messrs. FredinFox and Sjöbring,Nellis, in Euros (“EUR”) for Mr. Oldorff, and in Chinese Yuan (“CNY”) for Mr. Yih, except for the annual target grant value of the LTI awards for which the compensation is set in USD for all of our named executive officers. All amounts have been converted to USD using the following exchange rate: 1 USD = 8.2322 SEK = 0.8358 EURO.
For historic numbers, we have converted the compensation paid in prior years by the same exchange rate in orderwe applied for 2023 compensation to facilitate comparison. Thus, whileWhile the historic amounts paid do not change, due to fluctuations in exchange rates, amounts reflecting historic figures in this Proxy Statement may differ significantly from disclosure in previous years.years due to fluctuations in exchange rates. We also note that the exchange rate prevailing at the time of the Compensation Committee’sLDCC’s review of compensation may vary significantly from the exchange rates prevailing at the time this Proxy Statement is prepared. As a result, theyear-to-year year- to-year percentage changes in compensation reviewed and approved by the Compensation CommitteeLDCC may differ significantly from the percentage changes in compensation presented in this Proxy Statement due to fluctuations in exchange rates.
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Summary Compensation Table |
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EXECUTIVE COMPENSATION
The following table shows information concerning the annual compensation for services provided by our named executive officers in the fiscal years ended December 31 in the periods 2015, 20162021, 2022 and 2017.2023.1
Summary Compensation Table (1)
Name and | Year |
Salary $ |
Bonus $ |
Stock $(2) |
Non-Equity $ | Change in Compensation |
All Other $(4) |
TOTAL ($) |
Mikael Bratt President and CEO | 2023 | 1,304,818(5) | — | 878,778 | 1,182,811 | — | 594,519 | 3,960,926 |
2022 | 1,188,245 | — | 570,351 | 649,704 | — | 553,749 | 2,962,049 | |
2021 | 1,141,541 | — | 280,599 | 1,006,011 | — | 531,450 | 2,959,601 | |
Fredrik Westin Executive Vice President and Chief Financial Officer | 2023 | 599,672 | — | 278,351 | 491,731 | — | 235,573 | 1,605,327 |
2022 | 579,392 | — | 203,744 | 245,083 | — | 231,018 | 1,259,237 | |
2021 | 564,710 | — | 125,031 | 421,838 | — | 221,281 | 1,332,861 | |
Kevin Fox(6) | 2023 | 530,244 | — | 204,583 | 434,800 | 75,800 | 102,019 | 1,347,446 |
President, Americas | 2022 | 509,850 | 151,061 | 215,667 | —(7) | 95,089 | 971,667 | |
2021 | 463,500 | — | 99,989 | 346,235 | 189,100 | 138,164 | 1,236,988 | |
Sng Yih(6) | 2023 | 522,791 | — | 189,743 | 428,689 | — | 192,885 | 1,334,108 |
President, China | 2022 | 484,493 | — | 624,994 | 204,941 | — | 163,177 | 1,477,605 |
Anthony Nellis(6) General Counsel and EVP Legal | 2023 | 583,002 | 214,557 | 334,643 | 82,900 | 88,966 | 1,304,068 | |
2022 | 560,579 | — | 151,061 | 184,430 | —(7) | 91,986 | 988,056 | |
Frithjof Oldorff Former President, Europe | 2023 | 649,623(5) | — | 255,622 | 308,248 | — | 1,026,720 | 2,240,213 |
2022 | 622,947 | — | 188,750 | 263,507 | — | 68,058 | 1,143,261 | |
2021 | 604,802 | — | 125,031 | 451,787 | — | 65,090 | 1,246,711 |
Name and Principal Position | Year | Salary $ | Bonus $ | Stock Awards $(2) | Option Awards $(3) | Non-Equity Incentive Plan | Change in Compensation Earnings $(4) | All Other $(5) | TOTAL ($) | |||||||||
Jan Carlson President and CEO | 2017 | 1,710,065(6) | - | 991,155 | - | 1,103,743 | 18,576 | 759,731 | 4,583,270 | |||||||||
2016 | 1,521,413 | - | 938,247 | - | 1,629,335 | 33,741 | 717,582 | 4,840,319 | ||||||||||
2015 | 1,334,836 | - | 449,312 | 212,879 | 816,920 | - | 686,449 | 3,500,397 | ||||||||||
Mats Backman (7) Chief Financial Officer and Group VP Finance | 2017 | 656,933 | - | 371,392 | - | 295,620 | - | 250,673 | 1,574,617 | |||||||||
2016 | 421,110 | - | 234,871 | - | 293,725 | - | 189,392 | 1,139,098 | ||||||||||
Mikael Bratt (7) President Passive Safety | 2017 | 757,999 | - | 371,392 | - | 303,579 | - | 298,224 | 1,731,193 | |||||||||
2016 | 485,897 | 546,634 | 234,871 | - | 338,913 | - | 174,572 | 1,780,887 | ||||||||||
Steven Fredin CTO and Group VP Business Development | 2017 | 598,478 | - | 371,392 | - | 269,315 | 706,100 | 302,371 | 2,247,656 | |||||||||
2016 | 578,240 | - | 351,545 | - | 403,322 | 434,600 | 187,616 | 1,955,323 | ||||||||||
2015 | 556,000 | - | 168,333 | 79,754 | 255,204 | 342,800 | 214,763 | 1,616,855 | ||||||||||
Lars Sjöbring (8) Group VP Legal Affairs, General Counsel | 2017 | 681,200 | - | 371,392 | - | 238,420 | - | 288,554 | 1,579,566 | |||||||||
2016 | 655,000 | - | 351,545 | - | 355,338 | - | 336,772 | 1,698,655 | ||||||||||
2015 | 82,548 | 1,500,000 | 1,338,451 | - | 29,470 | - | 86,532 | 3,037,001 |
(1) | The amounts contained in the table were paid in |
(2) | The numbers reflect the aggregate grant-date fair value of the RSUs granted in each respective year and the |
Autoliv | 60 | 2024 Proxy Statement |
are established. Accordingly, the |
(3) |
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(4) | The following table reflects the items that are included in the All Other Compensation column for |
Name | Perquisites $ (a) | Company Contributions $ (b) | Tax Payment $ (c) | Vacation Supplement $ (d) | TOTAL $ | |||||||
Jan Carlson | 37,778 | 706,395 | - | 15,558 | 759,731 | |||||||
Mats Backman | 15,491 | 229,926 | - | 5,255 | 250,673 | |||||||
Mikael Bratt | 29,892 | 265,300 | - | 3,032 | 298,224 | |||||||
Steven Fredin | 98,274 | 43,487 | 160,610 | - | 302,371 | |||||||
Lars Sjöbring | 50,134 | 238,420 | - | - | 288,554 |
2023 All Other Compensation | |||||||
Perquisites | Company Contributions to Defined Contribution Plans |
Tax Payment |
Vacation |
Other |
Severance |
TOTAL | |
Name | $(a) | $(b) | $(c) | $(d) | $ | $(e) | $ |
Mikael Bratt | 19,274 | 564,960 | 0 | 10,284 | 0 | 0 | 594,519 |
Fredrik Westin | 16,946 | 209,885 | 0 | 8,741 | 0 | 0 | 235,573 |
Kevin Fox | 47,593 | 54,426 | 0 | 0 | 0 | 0 | 102,019 |
Sng Yih | 182,319 | 0 | 10,566 | 0 | 0 | 0 | 192,885 |
Anthony Nellis | 31,363 | 57,603 | 0 | 0 | 0 | 0 | 88,966 |
Frithjof Oldorff | 5,452 | 58,816 | 0 | 0 | 0 | 962,452 | 1,026,720 |
a. |
b. | Reflects for Messrs. |
c. |
d. | Reflects for Messrs. | ||
e. | Reflects for Mr. Oldorff severance payment equaling 18 months’ salary paid in accordance with his separation agreement. |
(5) | Includes payment in lieu of |
(6) | Messrs. |
2021. Mr. | ||
(7) | The change in pension value in 2022 was -$371,800 for Mr. Nellis and -$307,100 for Mr. Fox. Negative numbers are not included in the |
Autoliv | 61 | 2024 Proxy Statement |
2023 Grants of Plan-Based Awards Table |
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2017 Grants of Plan-Based Awards Table
The following table summarizes grants of plan-based awards to named executive officers made in the year ended December 31, 2017.2023.1
Estimated Possible Payouts undernon-equity Incentive Plan | Estimated Possible Payouts under equity Incentive Plan | All (#) | Grant date Awards (1) | |||||||||||||||||||||||||||||||||
Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||
Jan Carlson | 02/19/2017 | - | - | - | - | - | - | 4,681 | 495,577 | |||||||||||||||||||||||||||
02/19/2017 | - | - | - | 0 | 4,681 | 9,362 | - | 495,577 | ||||||||||||||||||||||||||||
0 | 1,103,743 | 2,207,486 | - | - | - | - | - | |||||||||||||||||||||||||||||
Mats Backman | 02/19/2017 | - | - | - | - | - | - | 1,754 | 185,696 | |||||||||||||||||||||||||||
02/19/2017 | - | - | - | 0 | 1,754 | 3,508 | - | 185,696 | ||||||||||||||||||||||||||||
0 | 295,620 | 591,239 | - | - | - | - | - | |||||||||||||||||||||||||||||
Mikael Bratt | 02/19/2017 | - | - | - | - | - | - | 1,754 | 185,696 | |||||||||||||||||||||||||||
02/19/2017 | - | - | - | 0 | 1,754 | 3,508 | - | 185,696 | ||||||||||||||||||||||||||||
0 | 341,100 | 682,199 | - | - | - | - | - | |||||||||||||||||||||||||||||
Steven Fredin | 02/19/2017 | - | - | - | - | - | - | 1,754 | 185,696 | |||||||||||||||||||||||||||
02/19/2017 | - | - | - | 0 | 1,754 | 3,508 | - | 185,696 | ||||||||||||||||||||||||||||
0 | 269,315 | 538,630 | - | - | - | - | - | |||||||||||||||||||||||||||||
Lars Sjöbring | 02/19/2017 | - | - | - | - | - | - | 1,754 | 185,696 | |||||||||||||||||||||||||||
02/19/2017 | - | - | - | 0 | 1,754 | 3,508 | - | 185,696 | ||||||||||||||||||||||||||||
0 | 238,420 | 476,840 | - | - | - | - | - |
Estimated Possible Payouts | Estimated Possible Payouts | All Other (#) | Grant Date ($) | ||||||
Grant Date |
Threshold |
Target |
Maximum |
Threshold |
Target |
Maximum | |||
02/15/2023 | — | — | — | — | 9,460 | 18,920 | — | 878,778 | |
Mikael Bratt | 02/15/2023 | — | — | — | — | — | — | — | — |
— | 721,226 | 1,442,452 | — | — | — | — | — | ||
02/15/2023 | — | — | — | — | 2,240 | 4,480 | — | 208,350 | |
Fredrik Westin | 02/15/2023 | — | — | — | — | — | — | 779 | 70,001 |
299,836 | 599,672 | — | — | — | — | — | |||
02/15/2023 | — | — | — | — | 1,664 | 3,329 | — | 154,621 | |
Kevin Fox | 02/15/2023 | — | — | — | — | — | — | 556 | 49,962 |
— | 265,122 | 530,244 | — | — | — | — | — | ||
02/15/2023 | — | — | — | — | 1,347 | 2,694 | — | 127,200 | |
Sng Yih | 02/15/2023 | — | — | — | — | — | — | 696 | 62,543 |
— | 261,396 | 522,791 | — | — | — | — | — | ||
02/15/2023 | — | — | — | — | 1,719 | 3,439 | — | 159,563 | |
Anthony Nellis | 02/15/2023 | — | — | — | — | — | — | 612 | 54,994 |
— | 204,051 | 408,101 | — | — | — | — | — | ||
02/15/2023 | — | — | — | — | 2,034 | 4,067 | — | 193,079 | |
Frithjof Oldorff | 02/15/2023 | — | — | — | — | — | — | 696 | 62,543 |
— | 294,082 | 588,165 | — | — | — | — | — |
(1) | The numbers reflect the aggregate grant date fair value of the RSUs |
(2) | Reflects the 2023 PSU Tranche A, 2022 PSU Tranche B and 2021 PSU Tranche C with the applicable grant date share price in 2021, 2022 and 2023 respectively. See footnote (2) to the Summary Compensation Table for a description of the |
Autoliv | 62 | 2024 Proxy Statement |
Outstanding Equity Awards at 2023 Fiscal Year-End |
Outstanding Equity Awards at 2017 FiscalYear-End
The following table summarizes the total numberA summary of securities underlying outstanding plan awards for the named executive officers in the year ended December 31, 2017.2023, is provided below.
Option Awards(1) | Stock Awards(1) | |||||||||||||||||||||||||
Name | Grant year | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date ($) | Number of That Have Not | Market Value of of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Number of unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan or Payout Value of Unearned That Have Not | |||||||||||||||||
Jan Carlson | 2017 | 4,753(2) | 604,011 | 4,753(2) | 604,011 | |||||||||||||||||||||
2016 | 3,154 | 400,810 | 4,732 | 601,343 | ||||||||||||||||||||||
2015 | 12,732 | 113.36 | 02/16/25 | 4,244 | 539,328 | |||||||||||||||||||||
2014 | 13,830 | 94.87 | 02/19/24 | |||||||||||||||||||||||
Mats Backman | 2017 | 1,781(2) | 226,330 | 1,781(2) | 226,330 | |||||||||||||||||||||
2016 | 662(3) | 84,127 | 993 | 126,190 | ||||||||||||||||||||||
Mikael Bratt | 2017 | 1,781(2) | 226,330 | 1,781(2) | 226,330 | |||||||||||||||||||||
2016 | 662(3) | 84,127 | 993 | 126,190 | ||||||||||||||||||||||
Steven Fredin | 2017 | 1,781(2) | 226,330 | 1,781(2) | 226,330 | |||||||||||||||||||||
2016 | 1,182 | 150,209 | 1,773 | 225,313 | ||||||||||||||||||||||
2015 | 4,770 | 113.36 | 02/16/25 | 1,590 | 202,057 | |||||||||||||||||||||
2014 | 4,592 | 94.87 | 02/19/24 | |||||||||||||||||||||||
Lars Sjöbring | 2017 | 1,781(2) | 226,330 | 1,781(2) | 226,330 | |||||||||||||||||||||
2016 | 1,182 | 150,209 | 1,773 | 225,313 | ||||||||||||||||||||||
2015 | 12,230(4) | 1,554,189 |
Option Awards(1) | Stock Awards(1) | |||||||
Name |
Grant |
Number of |
Option |
Option |
Number of |
Market |
Equity | Equity or Other Have Not |
2023 | — | — | — | 6,307(3) | 694,968 | 6,604(4) | 727,695 | |
Mikael Bratt | 2022 | — | — | — | 7,896(5) | 870,060 | 3,048(6) | 335,859 |
2021 | — | — | — | 8,452(7) | 931,326 | 0 | 0 | |
2023 | — | — | — | 2,331(3) | 256,853 | 1,602(4) | 176,524 | |
Fredrik Westin | 2022 | — | — | — | 2,695(5) | 296,962 | 750(6) | 82,643 |
2021 | 2,635(7) | 290,351 | 0 | 0 | ||||
2023 | — | — | — | 1,666(3) | 183,577 | 1,143(4) | 125,947 | |
Kevin Fox | 2022 | — | — | — | 1,926(5) | 212,226 | 535(6) | 58,952 |
2021 | 2,108(7) | 232,281 | 0 | 0 | ||||
2015 | 200 | 80.40 | 02/16/2025 | — | — | — | — | |
Sng Yih | 2023 | — | — | — | 2,083(3) | 229,526 | 1,430(4) | 157,572 |
2022 | — | — | — | 5,085(5) | 560,316 | 669(6) | 73,717 | |
2023 | — | — | — | 1,832(3) | 201,868 | 1,259(4) | 138,729 | |
Anthony Nellis | 2022 | — | — | — | 1,926(5) | 212,226 | 536(6) | 59,062 |
2021 | — | — | — | 2,108(7) | 232,281 | — | ||
2015 | 760 | 80.40 | 02/16/2025 | — | — | — | — | |
2022 | — | — | — | — | — | — | — | |
Frithjof Oldorff | 2021 | — | — | — | — | — | — | — |
2020 | — | — | — | — | — | — | — |
(1) |
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The closing price on the NYSE for our common stock on December 29, | ||
(2) | For all RSU and PSU grants, the numbers reflect both the number of RSUs and PSUs originally granted and the additional RSUs and PSUs accrued through dividend equivalent rights through December 31, 2023. | |
(3) | Includes the 2023 PSU Tranche A, which was earned based on Company’s performance in 2023 but will vest in the first quarter of 2026, subject to the executive’s continued employment on such date. | |
(4) | Reflects the 2023 PSU Tranche B and C, which may be earned based on the Company´s EPS (60%), Relative Sales Growth (25%) and Greenhouse Gas Emissions (15%) for two separate one-year performance periods for each of calendar years 2024 and 2025. The number of PSUs reflected in the table assumes performance at the target performance level for both metrics for each of the two performance periods. | |
(5) | Includes the 2022 PSU Tranche A and B, which were earned based on Company’s performance in 2022 and 2023 but will vest in the first quarter of 2025, subject to the executive’s continued employment on such date. | |
(6) | Reflects the 2022 PSU Tranche C which may be earned based on the Company´s EPS (60%), Relative Sales Growth (25% and Greenhouse Gas Emissions (15%) in the one-year performance period for calendar year 2024. The number of PSUs reflected in the table assumes performance at the target performance level for both metrics. | |
(7) | Includes the 2021 PSUs, which were earned based on the Company’s Order Intake Ratio (30%) and Adjusted EPS (70%) over a performance period commencing January 1, 2021, and concluding December 31, 2023. |
Autoliv | 63 | 2024 Proxy Statement |
Option Exercises and Stock Vested During 2023 |
Option Exercises and Stock Vested During 2017
The following table summarizes for each of our named executive officers the option awardsRSUs and PSUs that vested and stock options that were exercised and RSUs that vested during the year ended December 31, 2017.2023.
Option Awards | Stock Awards | |||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized ($)(2) | ||||
Jan Carlson | - | - | 6,188 | 657,869 | ||||
Mats Backman | - | - | 331 | 34,351 | ||||
Mikael Bratt | - | - | 331 | 34,351 | ||||
Steven Fredin | - | - | 2,122 | 225,684 | ||||
Lars Sjöbring | - | - | 591 | 63,598 |
Stock Awards | ||
Name | Number of Shares | Value Realized on |
Mikael Bratt | 5,352 | 482,223 |
Fredrik Westin | 4,085 | 377,279 |
Kevin Fox | 436 | 39,284 |
Sng Yih | 2,606 | 235,087 |
Anthony Nellis | 1,411 | 127,133 |
Frithjof Oldorff | 1,411 | 127,133 |
The value realized on vesting of RSUs and PSUs shown in the table above was calculated as the product of the closing price of a share of our common stock on the respective vesting date multiplied by the number of RSUs and PSUs vested. No stock options were exercised by the named executive officers in 2023. |
Autoliv | 64 | 2024 Proxy Statement |
Pension Benefits |
The following table summarizes the present value of the benefit (andand other information)information under the defined benefit plan of the Company for the named executive officersofficer in the year ended December 31, 2017.2023. Of our named executive officers, only Messrs. Backman, BrattFox and Sjöbring do notNellis participate in a defined benefit plan. Since 2007, when he became the CEO, Mr. Carlson has not participated in a defined benefit plan.
Name | Plan Name | Number of Years Credited Services (#) | Present Value of Accumulated Benefit ($) | Payments during Last Fiscal Year ($) | ||||
Jan Carlson(1) | Defined Benefit | 2 | 309,013(2) | 0 | ||||
Mats Backman | - | - | - | - | ||||
Mikael Bratt | - | - | - | - | ||||
Steven Fredin | Autoliv ASP, Inc. Pension Plan | 26 | 793,400(3) | 0 | ||||
Autoliv ASP, Inc. Excess Pension Plan | 26 | 1,844,600(3) | 0 | |||||
Autoliv ASP, Inc, Supplemental Plan | 26 | 233,100(3) | 0 | |||||
Lars Sjöbring | - | - | - | - |
Name | Plan Name | Number of Years Credited Services (#) | Present Value of Accumulated Benefit ($) | Payments during |
Kevin Fox | Autoliv ASP, Inc. Pension Plan Excess Pension Plan | 27 27 | $567,600 $ 96,200 | — — |
Anthony Nellis | Autoliv ASP, Inc. Pension Plan Excess Pension Plan | 21 21 | $438,400 $325,700 | — — |
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(1) | The actuarial present value of Key assumptions used to calculate the defined benefit |
U.S. Pension Plan. During 2017, Mr. Fredin2023, Messrs. Fox and Nellis participated in the Autoliv ASP, Inc. Pension Plan (which we refer to as the “Pension Plan”). The Pension Plan is a funded, defined benefit pension plan that provides benefits for the Company’s U.S. employees hired prior to January 1, 2004, who meet minimum age and service eligibility requirements. Subject to certain limitations, the monthly retirement benefit under the Pension Plan (assuming attainment of age 65, the retirement age specified by the plan, and an election to receive payments in the form of a life annuity), is determined in accordance with a formula that takes into account the following factors: the highest average of any consecutive five calendar years of pensionable earnings during the last ten years of employment ending December 31, 2021 (“average final earnings”), and the number of years of benefit service. The retirement benefit for Mr. FredinMessrs. Fox and Nellis under the Pension Plan is a monthly pension equal to 1/12th of the amount determined as follows:
1.0% of average final earnings times years of benefit service prior to 12/31/2005, plus |
0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service prior to 12/31/ |
0.7% of average final earnings times years of benefit service on or after 1/1/2006, plus |
0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service on or after 1/1/2006. |
For purposes of this formula, “earnings” in a given year means the participant’s gross annual compensation, excluding amounts credited or paid under the key employees stock option and performance unit plan, long-term incentive plans, excluded allowances, severance pay and reimbursement for employment-related expenses, but including bonuses and incentive pay which is not, and has not been, subject to deferred income taxation under the U.S. Internal Revenue Code. “Covered Compensation” means the average of the Social Security taxable wage bases during the35-year period ending with the year in which the participant reaches the Social Security normal retirement age. Pension Plan benefits will begin when a participant reaches normal retirement age, defined as age 65. Benefits can commence immediately upon termination if the participant is vested after five years of vesting service, but if benefits are commenced prior to age 60, the benefit will be lower than at normal retirement age. Disability retirement is offered under the Pension Plan to participants who have at least 15 years of vesting service, are eligible to receive Social Security Disability benefits, become totally and permanently disabled while employed, and are not eligible to participate in long-term disability insurance.
Autoliv | 65 | 2024 Proxy Statement |
Benefits under the Pension Plan are payable in the form of a lump sum or annuity, as selected by the participant. Participants in the Pension Plan will be 100% vested in their plan benefit after five years of vesting service or if they reach age 65 while employed by Autoliv. Mr. Fredin isMessrs. Fox and Nellis are fully vested in histheir Pension Plan benefits. Messrs. Fox and Nellis are eligible for early retirement beginning at the age of 55. If they elect to take early retirement, their retirement benefit under the Pension Plan is a monthly pension equal to 1/12th of the amount determined as follows:
■ | 1.0% of average final earnings times years of benefit service prior to 12/31/2005, plus | |
■ | 0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service prior to 12/31/2005, plus | |
■ | 0.7% of average final earnings times years of benefit service on or after 1/1/2006, plus | |
■ | 0.5% of average final earnings in excess of “Covered Compensation” times years of benefit service on or after 1/1/2006. |
Excess Pension Plan. Mr. FredinMessrs. Fox and Nellis also participated in the Autoliv ASP, Inc. Excess Pension Plan (which we refer to as the “Excess Pension Plan”). The Excess Pension Plan is an unfunded, nonqualified defined benefit retirement plan, pursuant to which participating U.S. employees are eligible to receive a retirement benefit based on the benefit they would receive under the Pension Plan. Benefits payable under the Excess Pension Plan are calculated without regard to the limitations imposed by the U.S. Internal Revenue Code on the amount of compensation that may be taken into accountconsidered under the Pension Plan. The purpose of the Excess Pension Plan is to supplement the benefits payable under the Pension Plan.
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The supplemental benefit payable under the Excess Pension Plan is equal to the excess, if any, of (i) the monthly benefit that would be payable to the executive under the Pension Plan as of the later of age 65 or the executive’s separation from service, computed without regard to applicable U.S. Internal Revenue Code limitations, and computed as if amounts deferred under a bonus or incentive compensation plan had been counted as “earnings” under the Pension Plan), over (ii) the amount of monthly benefit payable to the executive under the Pension Plan as of the later of age 65 or the executive’s separation from service, as limited by the U.S. Internal Revenue Code and the terms of the Pension Plan. Benefits under the Excess Pension Plan will be payable in a single lump sum on the first daypay date of the seventh month following the month in which the executive retires or otherwise separates from service. Mr. Fredin isMessrs. Fox and Nellis are fully vested in his benefits in the Excess Pension Plan.
Supplemental Pension Plan.Mr. Fredin is a named plan participant inBoth the Autoliv ASP, Inc., SupplementalU.S. Pension Plan which was established November 1, 2015, to correct an administrative error that was made in 1997 and discovered and corrected in 2015. The plan provides a supplemental pension benefit to a select group of management who were former employees of Morton International, Inc. and became employees of Autoliv North America prior to the merger with Morton International, Inc. The supplemental benefit is an amount equal to the sum of (1) the difference between (a) what Mr. Fredin’s accrued benefit would have been under the Pension Plan had he been credited with benefit service with Autoliv ASP, Inc., beginning May 1, 1997 instead of July 1, 1999 and (b) Mr. Fredin’s actual accrued benefit under the Pension Plan and (2) the additional benefit, if any, which would have been paid to him under the Excess Pension Plan had his Pension Plan benefit been determined in accordance with (a) above.froze future benefits accruals after December 31, 2021.
Autoliv | 66 | 2024 Proxy Statement |
Nonqualified Deferred Compensation |
Nonqualified Deferred Compensation
The following table sets forth certain information with respect to the Autoliv North AmericaNon-Qualified Retirement Plan (which we refer to as theNon-Qualified Retirement Plan). Mr. FredinMessrs. Nellis and Mr. SjöbringFox are the only named executive officers that participate in theNon-Qualified Retirement Plan.
Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate in Last | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(4) | |||||
Jan Carlson | - | - | - | - | - | |||||
Mats Backman | - | - | - | - | - | |||||
Mikael Bratt | - | - | - | - | - | |||||
Steven Fredin | 59,848 | 33,515 | 337,275 | 0 | 2,379,865 | |||||
Lars Sjöbring | 47,684 | 227,620 | 98,613 | 0 | 686,408 |
Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) |
Aggregate | Aggregate Balance at Last Fiscal Year-End ($)(4) |
Kevin Fox | $79,537 | $29,694 | $43,845 | — | $382,107 |
Anthony Nellis | $69,960 | $32,648 | $119,291 | — | $748,506 |
(1) | Messrs. |
(2) | The Company’s matching contributions to theNon-Qualified Retirement Plan are included in the “All Other Compensation” in the Summary Compensation table for Messrs. |
(3) | Aggregate earnings are not includable in the Summary Compensation Table because such earnings are not above-market or preferential interest rates. |
(4) | Includes amounts previously reported in the Summary Compensation Table, in the previous years when earned if that executive officer’s compensation was required to be disclosed in a previous year. Amounts previously reported in such years include previously earned, but deferred, salary and Company matching contributions. |
Pursuant to theNon-Qualified Retirement Plan, participants may elect to defer a stated percentage of their base salary for each plan year, as determined by the administrative committee of the plan; provided, however, the amount deferred may not exceed 25% of a participant’s base salary. Earnings (and losses) are credited to participants’ accounts based on participant choices between various investment options and the rate of returnreturn. The investment options are determined by the administrative committee of the plan.
Participants are eligible to receive matching contributions equal to 80% of their deferred amounts. For plan years ending on or before December 31, 2008, deferred amounts in excess of 12% of the participant’s compensation were not eligible for matching contributions. For plan years beginning on or after January 1, 2009, deferred amounts in excess of 7% of the participant’s compensation are not eligible for matching contributions. Contributions for Mr. Sjöbring will be increased so that the total value of retirement-related contributions made by
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the Company (including contributions to the 401(k) plan) will be equivalent to 35% of his base salary. Participants are always 100% vested in their deferred amounts and earnings thereon; provided, however, matching contributions and earnings thereon in a participant’s account are subject to forfeiture if the participant is determined by the Board to have stolen Company assets, violated the Company’s Standards of Business Conduct and Ethics or disclosed confidential business or technical information of the Company to unauthorized third parties.
Participants may elect to receive distributions from their accounts on the first day of the seventh month following the occurrence of any one of the following distribution events as designated by the participant: (i) separation from service, (ii) death, (iii) attainment of normal retirement age (65), or (iv) attainment of early retirement age (age 55 and at least five years of service with the Company). Amounts will be distributed in one of the following forms, as selected by the participant: (i) a single lump sum, (ii) 60 approximately equal monthly installments or (iii) 120 approximately equal monthly installments.
Autoliv | 67 | 2024 Proxy Statement |
Potential Payments Upon Termination or Change in Control |
Potential Payments Upon Termination or Change in Control
The Company has entered into agreements and maintains plans that may require the Company to make payments and/or provide benefits to our named executive officers in the event of termination of employment or a change in control. The paragraphs below summarize the material terms of such agreements with our named executive officers.
Employment Agreements. The Company hasis party to an employment agreement with each of our named executive officers. Messrs. Bratt, Westin, Yih, Fox, and Nellis (the “employment agreements”).
The employment agreements obligate the Company to provide 6twelve (Mr. Bratt) or six (all others) months’ notice of termination of employment for each of the named executive officers other than Messrs. Carlson and Fredin, who are entitled to 18 months’ notice of termination (unless either Messrs. Backman, Bratt, Fredin and Sjöbring,unless the employment is terminated for “cause,” in which case termination would be effective immediately), as well asimmediately. In addition to notice of termination, the named executive officers are eligible for certain severance payments.payments or end-of-service benefits. Each of the named executive officers must provide the Company with 612 (Mr. Bratt) or six (all others) months’ notice of resignation, with the exception of Mr. Carlson, who must provide the Company with 12 months’ notice of resignation. The employment agreements automatically terminate on the last day of the month before Messrs. Backman’s, Bratt’s, Fredin’s and Sjöbring’s 65th birthday, and before Mr. Carlson’s 65th birthday (or, unless otherwise agreed by the Company and the executive, on the last day of the month before his 60th birthday).
Except as provided below, following the executive’s termination of employment, each of the named executive officers are prohibited from competing with the Company for a period of 12 months. Such noncompetition covenant does not apply in the event that (i)if the Company terminates Mr. Carlson’s employment for any reason other than by reason of the executive’s breach of the agreement or Messrs. Backman’s, Bratt’s, Fredin’s and Sjöbring’s,named executive officer’s employment for any reason other than for Cause,“Cause”, or (ii) Mr. Carlson terminates employment due to the Company’s breach of the agreement or Messrs. Backman, Bratt, Fredin and Sjöbringnamed executive officer resigns for Good Reason.“Good Reason”. In consideration for such noncompetition covenant, the Company is obligated to make up to 12 monthly payments equal to the difference between the executive’s monthly gross salary as of the date of his employment termination and any lower salary earned by the executive in any new employment, if any. The aggregate monthly payments are limited to a maximum of 60% of the gross salary earned as of the date of his employment termination, and the Company will cease making payments once such aggregate amount has been reached. The Company is not obligated to make such payments if the executive’s employment terminates due to his retirement.
In addition to receiving full base salary and benefits during the requisite notice period, if Mr. Carlson is terminated involuntarily by the Company other than for breach of the agreement or if the Company terminates Messrs. Backman’s, Bratt’s, Fredin’s and Sjöbring’sthe employment involuntarily other than for Cause or if Messrs. Backman, Bratt, Fredin and Sjöbringthe executive resigns for Good Reason, then the executive would be entitled to a lump sum severance payment equal to in the case of Messrs. Backman, Brattone and Sjöbring one andone-half times his then-current base salary,salary.
Our named executive officers may terminate their employment with Good Reason or without Good Reason. “Good Reason” shall generally mean; (1) the assignment of any duties inconsistent with the executives status as an executive officer of the Company or a substantial adverse alteration in the casenature or status of Messrs. Carlsonresponsibilities other than any such alteration primarily attributable to the fact that the Company may no longer be a public company; or Fredin,(2) a reduction by the sum of (i)Company in the executive’s then-currentExecutive’s annual salary, (ii)base salary; or (3) the averagerelocation of the annual bonuses receivedExecutive’s principal place of employment; or (4) the failure by the executive for the two most recent fiscal years, or, if higher, the annual bonus for the fiscal year immediately priorCompany to pay to the year of termination, (iii) the annual taxable valueExecutive any portion of the benefit ofExecutive’s current compensation on a company car, and (iv)timely basis; or (5) the value offailure by the Company to continue in effect any defined contributioncompensation plan benefits toin which the executive would have been entitled to if he remained in service for one year following termination.
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Severance Agreements. Each of Messrs. Carlson and Fredin has achange-in-control severance agreement (“CiC Severance Agreement”) withExecutive participates on the Company. PursuantEffective Date which is material to the terms of eachExecutive’s total compensation; or (6) the failure by any successor to the business of the CiC Severance Agreements,Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to expressly assume and agree to perform the employment agreement in the event that during thetwo-year period following a change of control, (i) thesame manner.
The Company may terminate our named executive terminates hisofficers’ employment with or without Cause. “Cause” for Good Reason, (ii)termination by the Company terminates the executive’s employment for any reason other than death or for Cause, or (iii) the executive’s employment is terminated due to disability, the executive would be entitled to receive an immediate lump sum payment (the “CiC Severance Payment”) in an amount equal to 2.5 times the sum of (a) such executive’s then-current annual salary (or if higher, the salary in effect immediately prior to the first event or circumstances which constitutes Good Reason), (b) the average of the annual bonuses received by the executive for the two most recent fiscal years, or the annual bonus for the fiscal year immediately prior to the fiscal year during which occurs the first event or circumstance constituting Good Reason, whichever is highest, (c) the taxable value of the benefit of a company car, and (d) the value of any defined contribution plan benefits to which the executive would have been entitled to if he remained in service for one year following termination. Mr. Carlson would also be entitled to the CiC Severance Payment in the event that he chooses to terminate hisExecutive’s employment for any reason during the30-day period commencing one year after the change of control. The CiC Severance Payment is in lieu of the salary and benefits payable during the requisite notice period and the severance benefits that would otherwise be payable under the executive’s employment agreement.
For purposes of the discussion above, the following terms have the following meanings:
“Cause” generally means (i) theshall mean; (1) willful and continued failure by the executive to substantially perform his duties,the duties; or (ii)(2) the willful engaging by the executiveExecutive in conduct, which is demonstrably and materially injurious to the Company, or its subsidiaries, monetarily or otherwise.
“Change in Control” generally means (i) the acquisition of 25% (or 20%, in the case of Mr. Fredin) or more of the Company’s voting securities; or (ii) the members of the Board cease to constitute a majority of the Board; or (iii) consummation of merger or consolidation unless (1) the current stockholders continue to own at least 60% of the surviving entity’s voting securities, or (2) such transaction was effected to implement a recapitalization of the Company in which no person acquires 25% or more of the Company’s voting securities; or (iv) stockholder approval of a liquidation or dissolution or consummation of an agreement for the sale or disposition of all or substantially all of the Company’s assets (unless the current stockholders continue to own at least 60% of the Company’s voting securities after such transaction).
Autoliv | 68 | 2024 Proxy Statement |
“Good Reason” generally means the occurrence of any one of the following events without the executive’s express written consent: (i) the assignment to the executive of any duties inconsistent with his status as an executive officer or a substantial adverse alteration in the nature or status of his responsibilities; (ii) any reduction in the executive’s annual base salary; (iii) relocation of the executive’s principal place of employment to a location more than 30 miles, or 45 kilometers, as applicable, from his then-current principal place of employment; (iv) the Company’s failure to pay any portion of the executive’s compensation; (v) the discontinuance of any compensation plan in which the executive participated which is material to his total compensation; (vi) in the case of Mr. Carlson, any direct or indirect reduction of any material fringe benefit in place at the time of the change in control, or the Company’s failure to provide the number of paid vacation days to which executive is entitled; (vii) any purported termination of the executive’s employment which is not effected pursuant to the notice requirements under the Severance Agreement; or (viii) the failure by any successor to the Company to expressly assume the employment agreement.
Equity Awards.Awards. Pursuant to the 1997 Plan and subsequent grant agreements until 2019, upon the occurrence of a change in control, any outstanding options and RSUs held by the executive would fully vest and the performance sharesPSUs will vest at the target level. Pursuant to the agreements evidencing awards granted under the 1997 Plan, upon the executive’s death or retirement, any outstanding RSUs held by the executive would become fully vested and the performance sharesPSUs will remain outstanding and may be earned, in whole, in part, or not at all, following the conclusion of the performance period to the extent that the performance objectives are attained. Upon an executive’s involuntary termination of employment, absent a change in control, any outstanding options, RSUs and performance sharesPSUs that would vest during the applicable notice period, if any, would become fully vested. For awards granted in 2021, a change of control acceleration only occurs if the surviving entity does not assume or otherwise equitably convert or substitute the unvested equity in connection with the change in control. If the surviving company does assume or otherwise equitably convert or substitute the unvested equity, then the awards become fully vested only if the executive’s employment is terminated without cause or he resigns for good reason within two years following the change in control event.
Estimated Payments to Named Executive Officers upon Termination of Employment under Various Circumstances or a Change in Control.Control. The following tables set forth the estimated value of the payments and benefits described above to each of Messrs. Carlson, Backman, Bratt, FredinWestin, Yih, Fox, and SjöbringuponNellis upon termination of
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employment under various circumstances or a change in control. The amounts shown assume that the triggering events occurred on December 31, 2017.2023. For the purpose of the calculations, the 20172023 defined contribution paymentspayment for each named executive officer havehas been used. The amounts contained in the table would be paid in Swedish Kronor, CNY or USD. All amounts have been converted to USD using the following exchange rates:rate: 1 USD = 8.10869.9830 SEK = 0.8476 EUR.7.0927 CNY. In addition to the estimated payments and benefits in the tables, the Company would in each case reimburse the executive officer for accrued but unused vacation, if any, in accordance with the respectively applicable local legislation and Company policy.
Jan Carlson | ||||||||||||||||||
Mikael Bratt | Mikael Bratt | |||||||||||||||||
Estimated Potential Payment or Benefit | Resignation ($) | Termination without Cause ($) | Termination for Cause ($) | Change in Control ($) | Change in Control and Qualifying Termination ($)(9) | Death or Retirement ($) | Resignation without Good Reason ($) | Termination without Cause or Resignation for Good Reason ($) | Termination for Cause ($) | Change in Control ($) | Change in Control and Termination ($)(7) | Death or Retirement ($) | ||||||
Lump sum cash severance payment | - | 3,833,916(7) | - | - | 9,854,790(7) | - | — | 1,803,065 | — | 1,803,065 | — | |||||||
Continuing salary/annual incentive payments during requisite notice period | 1,471,657 | 3,311,229 | 3,311,229 | - | - | - | 1,202,043 | — | 1,202,043 | — | ||||||||
Salary differential payments in consideration for noncompetition with the Company(1) | 882,994 | - | 882,994 | - | - | - | ||||||||||||
Continuing health, welfare and retirement benefits(2) | 709,247 | 1,063,871 | 1,063,871 | - | - | - | ||||||||||||
Accelerated vesting of equity(3) | 200,405(4) | 1,541,481(5) | - | 2,749,503(6) | 2,749,503 | 2,749,503(8) | ||||||||||||
Company car(10) | 34,800 | 52,200 | 52,200 | - | - | - | ||||||||||||
Salary differential payments in consideration for noncompetition with the Company(1) | 721,226 | — | 721,226 | — | — | |||||||||||||
Continuing health, welfare and retirement benefits(2) | 566,898 | — | 566,898 | — | ||||||||||||||
Vesting of equity(3) | 931,326(4) | 931,326(5) | — | 3,559,908 | 3,559,908(6) | |||||||||||||
Company car(8) | 17,337 | — | 17,337 | — | ||||||||||||||
Total | 3,299,104 | 9,802,696 | 5,310,294 | 2,749,503 | 12,334,293 | 2,749,503 | 3,438,830 | 4,520,669 | 721,226 | — | 7,149,252 | 3,559,908 |
Mats Backman | ||||||||||||
Estimated Potential Payment or Benefit | Resignation without Good Reason ($) | Termination without Cause or Resignation for Good Reason ($) | Termination for Cause ($) | Change in Control ($) | Change in Control and Qualifying Termination ($)(9) | Death or Retirement ($) | ||||||
Lump sum cash severance payment | - | 985,399 | - | - | 985,399 | - | ||||||
Continuing salary/annual incentive payments during requisite notice period | 328,466 | 328,466 | - | - | 328,466 | - | ||||||
Salary differential payments in consideration for noncompetition with the Company(1) | 394,160 | - | 394,160 | - | - | - | ||||||
Continuing health, welfare and retirement benefits(2) | 115,723 | 115,723 | - | - | 115,723 | - | ||||||
Accelerated vesting of equity(3) | 42,063(4) | 42,063(5) | - | 662,976(6) | 662,976 | 662,976(8) | ||||||
Company car(10) | 6,985 | 6,985 | - | - | 6,985 | - | ||||||
Total | 887,398 | 1,478,637 | 394,160 | 662,976 | 2,099,550 | 662,976 |
Autoliv | 69 | 2024 Proxy Statement |
Fredrik Westin | ||||||
Estimated Potential Payment or Benefit | Resignation without Good Reason ($) | Termination without Cause or Resignation for Good Reason ($) | Termination for Cause ($) | Change in Control ($) | Change in Control and Termination ($)(7) | Death or Retirement ($) |
Lump sum cash severance payment | — | 899,508 | — | — | 899,508 | — |
Continuing salary/annual incentive payments during requisite notice period | 299,836 | 299,836 | — | — | 299,836 | — |
Salary differential payments in consideration for noncompetition with the Company(1) | 359,803 | — | 359,803 | — | — | — |
Continuing health, welfare and retirement benefits(2) | 103,150 | 103,150 | — | — | 103,150 | — |
Vesting of equity(3) | 290,351(4) | 290,351(5) | — | — | 1,103,332 | 1,103,332(6) |
Company car(8) | 6,717 | 6,717 | — | — | 6,717 | — |
Total | 1,063,405 | 1,603,110 | 359,803 | — | 2,416,092 | 1,103,332 |
Kevin Fox | ||||||
Estimated Potential Payment or Benefit | Resignation without Good Reason ($) | Termination without Cause or Resignation for Good Reason ($) | Termination for Cause ($) | Change in Control ($) | Change in Control and Termination ($)(7) | Death or Retirement ($) |
Lump sum cash severance payment | — | 795,366 | — | — | 795,366 | — |
Continuing salary/annual incentive payments during requisite notice period | 265,122 | 265,122 | — | — | 265,122 | — |
Salary differential payments in consideration for noncompetition with the Company(1) | 318,146 | — | 318,146 | — | — | — |
Continuing health, welfare and retirement benefits(2) | 36,462 | 36,462 | — | — | 36,462 | — |
Vesting of equity(3) | 232,281(4) | 232,281(5) | — | — | 812,982 | 812,982(6) |
Company car(8) | 14,548 | 14,548 | — | — | 14,548 | — |
Total | 866,558 | 1,343,778 | 318,146 | — | 1,924,479 | 812,982 |
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Mikael Bratt | ||||||||||||
Estimated Potential Payment or Benefit | Resignation without Good Reason ($) | Termination without Cause or Resignation for Good Reason ($) | Termination for Cause ($) | Change in Control ($) | Change in Control and Qualifying Termination ($)(9) | Death or Retirement ($) | ||||||
Lump sum cash severance payment | - | 1,136,999 | - | - | 1,136,999 | - | ||||||
Continuing salary/annual incentive payments during requisite notice period | 379,000 | 379,000 | - | - | 379,000 | - | ||||||
Salary differential payments in consideration for noncompetition with the Company(1) | 454,799 | - | 454,799 | - | - | - | ||||||
Continuing health, welfare and retirement benefits(2) | 133,410 | 133,410 | - | - | 133,410 | - | ||||||
Accelerated vesting of equity(3) | 42,063(4) | 42,063(5) | - | 662,976(6) | 662,976 | 662,976(8) | ||||||
Company car(10) | 6,566 | 6,566 | - | - | 6,566 | - | ||||||
Total | 1,015,839 | 1,698,038 | 454,799 | 662,976 | 2,318,951 | 662,976 |
Steven Fredin | ||||||||||||
Estimated Potential Payment or Benefit | Resignation without Good Reason ($) | Termination without Cause or Resignation for Good Reason ($) | Termination for Cause ($) | Change in Control ($) | Change in Control and Qualifying Termination ($)(9) | Death or Retirement ($) | ||||||
Lump sum cash severance payment | - | 1,070,487(7) | - | - | 2,676,218(7) | - | ||||||
Continuing salary/annual incentive payments during requisite notice period | 299,239 | 1,167,032 | - | - | - | - | ||||||
Salary differential payments in consideration for noncompetition with the Company(1) | 359,087 | - | 359,087 | - | - | - | ||||||
Continuing health, welfare and retirement benefits(2) | 29,670 | 89,010 | - | - | - | - | ||||||
Accelerated vesting of equity(3) | 75,104(4) | 577,579(5) | - | 1,030,238(6) | 1,030,238 | 1,030,238(8) | ||||||
Company car(10) | 13,919 | 41,757 | - | - | - | - | ||||||
Total | 777,019 | 2,945,865 | 359,087 | 1,030,238 | 3,706,456 | 1,030,238 |
Autoliv | 70 | 2024 Proxy Statement |
Sng Yih | ||||||
Estimated Potential Payment or Benefit | Resignation without Good Reason ($) | Termination without Cause or Resignation for Good Reason ($) | Termination for Cause ($) | Change in Control ($) | Change in Control and Termination ($)(7) | Death or Retirement ($) |
Lump sum cash severance payment | — | 784,187 | — | — | 784,187 | — |
Continuing salary/annual incentive payments during requisite notice period | 261,396 | 261,396 | — | — | 261,396 | — |
Salary differential payments in consideration for noncompetition with the Company(1) | 313,675 | — | 313,675 | — | — | — |
Continuing health, welfare and retirement benefits(2) | 75,933 | 75,933 | — | — | 75,933 | — |
Vesting of equity(3) | 295,309(4) | 295,309(5) | — | — | 1,021,131 | 1,021,131(6) |
Company car(8) | 20,510 | 20,510 | — | — | 20,510 | — |
Total | 966,822 | 1,437,334 | 313,675 | — | 2,163,155 | 1,021,131 |
Anthony Nellis | ||||||
Estimated Potential Payment or Benefit | Resignation without Good Reason ($) | Termination without Cause or Resignation for Good Reason ($) | Termination for Cause ($) | Change in Control ($) | Change in Control and Termination ($)(7) | Death or Retirement ($) |
Lump sum cash severance payment | — | 874,503 | — | — | 874,503 | — |
Continuing salary/annual incentive payments during requisite notice period | 291,501 | 291,501 | — | — | 291,501 | — |
Salary differential payments in consideration for noncompetition with the Company(1) | 349,801 | — | 349,801 | — | — | — |
Continuing health, welfare and retirement benefits(2) | 29,656 | 29,656 | — | — | 29,656 | — |
Vesting of equity(3) | 232,281(4) | 232,281(5) | — | — | 844,166 | 844,166(6) |
Company car(8) | 14,828 | 14,828 | — | — | 14,828 | — |
Total | 918,066 | 1,442,768 | 349,801 | — | 2,054,653 | 844,166 |
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Lars Sjöbring | ||||||||||||
Estimated Potential Payment or Benefit | Resignation without Good Reason ($) | Termination without Cause or Resignation for Good Reason ($) | Termination for Cause ($) | Change in Control ($) | Change in Control and Qualifying Termination ($)(9) | Death or Retirement ($) | ||||||
Lump sum cash severance payment | - | 2,021,800(11) | - | - | 2,021,800(11) | 1,000,000(11) | ||||||
Continuing salary/annual incentive payments during requisite notice period | 340,600 | 340,600 | - | - | 340,600 | - | ||||||
Salary differential payments in consideration for noncompetition with the Company(1) | 408,720 | - | 408,720 | - | - | - | ||||||
Continuing health, welfare and retirement benefits(2) | 130,110 | 130,110 | - | - | 130,110 | - | ||||||
Accelerated vesting of equity(3) | 75,104(4) | 1,629,293(5) | - | 2,382,369(6) | 2,382,369 | 2,382,369(8) | ||||||
Company car(10) | 14,167 | 14,167 | - | - | 14,167 | - | ||||||
Total | 968,701 | 4,135,970 | 408,720 | 2,382,369 | 4,889,046 | 3,382,369 |
The following footnotes apply to each of the tables above:
(1) | Reflects a monthly payment of 60% of the monthly gross salary earned as of the date of the executive’s employment termination, multiplied by 12, which is the maximum amount available to the executive pursuant to the terms of his employment agreement. |
Autoliv | 71 | 2024 Proxy Statement |
(2) | Reflects the value of the benefits disclosed in footnote |
(3) | Reflects the value of RSUs and |
(4) | As discussed above, upon termination, the executive would be entitled to receive |
(5) | As discussed above, upon an involuntary termination, the executive would be entitled to receive his compensation and benefits during the |
(6) |
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(7) | Qualifying termination after a change in control includes resignation for good reason, termination without cause or termination due to disability. |
(8) | Reflects the value of the company car |
72 | 2024 Proxy Statement |
CEO Pay Ratio |
The following ratio compares the annual total compensation of our median-paid employee with the annual total compensation of Mr. Carlson, our CEO. The pay ratio included below is calculated in a manner consistent with Item 402(u) of RegulationS-K. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported below should not be used as a basis for comparison between companies.
For fiscal year 2017:
Based on this information,We determined our median employee most recently in 2021. As permitted by 402(u) of Regulation S-K, we are using the ratiosame median employee for the calculation of the annual total compensation of our President and Chief Executive Officer to the annual total compensation of our median-paid employee is 185 to 1.2023 CEO pay ratio.
The methodology, material assumptions, adjustments, and estimates that we used to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee were as follows:
1. | Our median employee identification date |
2. | As of October 31, |
3. | Given the geographical distribution of our employee population and varying local requirements, we use a variety of pay elements that differ |
4. | Given our multiple payroll systems, schedules and the differing fiscal years of our |
5. | We did not annualize or calculate the full measurement period equivalent of “Actual Gross Taxable Compensation” compensation paid during the measurement period. |
6. | As permitted by Item 402(u), we madecost-of-living (COL) adjustments to the compensation of all |
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compensation to the actual value of the median employee’s compensation. In accordance with Item 402(u), we are providing the following additional disclosure related to the COL adjustments: |
■ | The median employee |
■ | The COL adjustments were based on |
■ | We also identified who our median employee would have been had we not used any COL adjustments. Had we not used any COL adjustments, our median employee would have been an employee residing in |
Autoliv | 2024 Proxy Statement |
7. |
Year |
Salary |
Bonus |
Stock |
Non-Equity | Change in |
All Other |
TOTAL | |
CEO | 2023 | 1,304,818 | — | 878,778 | 1,182,811 | — | 594,519 | 3,960,926 |
Median paid employee(1) | 2023 | 19,559 | — | — | 4,568 | — | 293 | 24,419 |
(1) | The total amount includes shift and overtime compensation. |
To capture the compensation paid to Mr. Bratt for his services as our CEO, we have used the annual total compensation as disclosed in Summary Compensation Table of this Proxy Statement for the year 2023.
For fiscal year 2023:
■ | The annual compensation of our median-paid employee (other than the CEO) was $24,419 and |
■ | the annual total compensation of the CEO was $3,960,926. |
Based on this information, the ratio of the annual total compensation of our CEO to the annual total compensation of our median-paid employee is 162 to 1.
Autoliv | 74 | 2024 Proxy Statement |
Pay Versus Performance |
The following disclosure includes a comparison between the compensation to our PEO and average compensation to our non-PEO NEOs as reported in the Summary Compensation Table (“SCT”) (in each year’s respective proxy statement) and “compensation actually paid (“CAP”) as defined in the SEC’s pay versus performance disclosure rules.
For context on the corresponding performance, the disclosure also compares Cumulative Total Stockholder Return (“TSR”) for Autoliv and our selected peer group index and provides Autoliv’s Net Income and an additional company- selected performance measure (Adjusted Operating Income).
Value of initial fixed $100 investment based on: | ||||||||||
Year | SCT Total Compensation for PEO(1) | Compensation Actually Paid to PEO(5) | Average SCT Total Compensation, Non-PEO NEOs(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs(5) | Autoliv TSR | Peer Group TSR(3) | Net Income (in millions) | Adjusted Operating Income(4) (in millions) | ||
2023 | $3,960,926 | $5,260,000 | $1,566,232 | $1,715,452 | $143 | $100 | $489 | $920 | ||
2022 | $2,857,991 | $1,312,652 | $1,201,076 | $ 789,617 | $ 96 | $101 | $425 | $598 | ||
2021 | $3,237,849 | $3,361,904 | $1,255,520 | $1,273,514 | $126 | $139 | $437 | $683 | ||
2020 | $3,038,388 | $3,729,091 | $1,628,759 | $1,568,066 | $110 | $116 | $188 | $482 |
(1) | The “SCT Total Compensation” figures provided in the table above for 2021 and 2022 do not match the total compensation figures provided in the SCT of this proxy statement. In the SCT table provided on page 60, we have converted the compensation paid in prior years by the same exchange rate we applied for 2023 to facilitate comparison across years as described in the footnotes to the table. Instead, the compensation figures in the table above are directly taken from each year’s respective proxy statement and reflects the actual USD compensation paid to make comparison of pay versus performance more meaningful. |
(2) | The Non-PEO NEOs reflected in the above table are the NEOs for each covered year as follows: 2020: Fredrik Westin, Christian Hanke, Frithjof Oldorff, Jordi Lombarte and Brad Murray; 2021: Fredrik Westin, Frithjof Oldorff, Colin Naughton, Kevin Fox, and Jennifer Cheng; 2022: Fredrik Westin, Sng Yih, Frithjof Oldorff, and Anthony Nellis; 2023: Fredrik Westin, Sng Yih, Anthony Nellis, Kevin Fox, and Frithjof Oldorff. |
(3) | Represents peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group selected for purposes of this table is the Dow Jones U.S. Auto Parts Index, which is the industry peer group used in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (see notes below for further details). |
(4) | We have identified the “company selected measure” as Adjusted Operating Income because it constitutes 50% of the performance criteria used to calculate our annual short-term incentives payable to our NEOs. Adjusted Operating Income is calculated as provided in Annex A. |
(5) | The dollar amounts reported as CAP to the PEO and the Non-PEO NEOs, respectively, are computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO or the Non-PEO NEOs, respectively, during the applicable year. In calculating the CAP, the following amounts were deducted from and added to the SCT total compensation: |
PEO
Year | SCT Total Compensation | Deductions from SCT: Value of Equity Awards(a) | Deductions from SCT: Pension Value(b) | Additions to SCT Total: Equity Award Adjustments(c) | Additions to SCT Total: Pension Benefit Adjustments(d) | CAP |
2023 | $3,960,926 | -$878,778 | 0 | $2,177,852 | 0 | $5,260,000 |
2022 | $2,857,991 | -$570,351 | 0 | -$ 974,988 | 0 | $1,312,652 |
2021 | $3,237,849 | -$280,599 | 0 | $ 404,654 | 0 | $3,361,904 |
2020 | $3,038,388 | -$663,616 | 0 | $1,354,319 | 0 | $3,729,091 |
Autoliv | 75 | 2024 Proxy Statement |
Non-PEO NEOs
Year | Average SCT Total Compensation | Deductions from SCT: Average Value of Equity Awards(a) | Deductions from SCT, Average Pension Value(b) | Additions to SCT Total: Average Equity Awards Adjustments(c) | Additions to SCT Total: Average Pension Benefit Adjustments(d) | Average CAP |
2023 | $ 1,566,232 | -$228,571 | -$31,740 | $ 409,531 | $ 0 | $ 1,715,452 |
2022 | $ 1,201,076 | -$292,137 | $ 0 | -$ 119,321 | $ 0 | $ 789,617 |
2021 | $ 1,255,520 | -$110,006 | -$37,820 | $ 161,420 | $ 4,400 | $ 1,273,514 |
2020 | $ 1,628,759 | -$245,683 | -$59,020 | $ 231,410 | $12,600 | $ 1,568,066 |
(a) | Represents the grant date fair value of stock-based awards granted in each year, as reported in the “Stock Awards” column of the SCT. |
(b) | Represents amounts reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the SCT, where applicable. |
(c) | Represents the value of equity awards, calculated in accordance with the |
(d) | Represents the pension benefit adjustments, where applicable, calculated in accordance with SEC rules for determining CAP for each respective year. Total pension benefit adjustments are equal to the |
Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||
2017 | 21,159(1) | - | - | - | 3,670 | - | - | 24,829 |
PEO Equity Component of CAP
Fair value of current Year Equity Awards at 12/31 | Change in Value of Prior Years’ Awards Unvested at 12/31 | Change in Value of Prior Years’ Awards That Vested during the year | Equity Value Included in CAP | ||||||||||
Year | Equity Type | ||||||||||||
2023 | PSUs | $ | 1,933,942 | (1) | $ | 171,594 | $ | 40,385 | $ | 2,145,920 | |||
2023 | RSUs | $ | 0 | $ | 0 | $ | 31,931 | $ | 31,931 | ||||
2023 | Total | $ | 1,933,942 | $ | 171,594 | $ | 72,316 | $ | 2,177,852 | ||||
2022 | PSUs | $ | 215,225 | (2) | -$ | 1,099,554 | -$ | 23,174 | -$ | 907,503 | |||
2022 | RSUs | $ | 0 | -$ | 59,797 | -$ | 7,688 | -$ | 67,485 | ||||
2022 | Total | $ | 215,225 | -$ | 1,159,351 | -$ | 30,862 | -$ | 974,988 | ||||
2021 | PSUs | $ | 365,730 | (3) | $ | 61,502 | -$ | 72,329 | $ | 354,902 | |||
2021 | RSUs | $ | 0 | $ | 45,479 | $ | 4,272 | $ | 49,751 | ||||
2021 | Total | $ | 365,730 | $ | 106,980 | -$ | 68,056 | $ | 404,654 | ||||
2020 | PSUs | $ | 1,115,726 | $ | 27,734 | -$ | 7,176 | $ | 1,136,285 | ||||
2020 | RSUs | $ | 199,397 | $ | 28,967 | -$ | 10,329 | $ | 218,035 | ||||
2020 | Total | $ | 1,315,123 | $ | 56,701 | -$ | 17,504 | $ | 1,354,319 |
(1) | Includes fair value of 2021 PSU Tranche C, 2022 PSU Tranche B and 2023 PSU Tranche A. Includes value of dividend equivalents. |
(2) | Includes fair value of 2021 PSU Tranche B and 2022 PSU Tranche A. Includes value of dividend equivalents. |
(3) | Includes fair value of 2021 PSU Tranche A and value of dividend equivalents. |
Autoliv | 76 | 2024 Proxy Statement |
Non-PEO NEOs Equity Component of CAP
Average Fair value of current Year Equity Awards at 12/31(5) | Average Change in Value of Prior Years’ Awards Unvested at 12/31 | Average Change in Value of Prior Years’ Awards That Vested during the year | Equity Value Included in Average CAP | ||||||||||
Year | Equity Type | ||||||||||||
2023 | PSUs | $ | 295,001 | (1) | $ | 23,116 | $ | 7,920 | $ | 326,038 | |||
2023 | RSUs | $ | 58,246 | $ | 45,463 | -$ | 20,216 | $ | 83,493 | ||||
2023 | Total | $ | 353,248 | $ | 68,579 | -$ | 12,296 | $ | 409,531 | ||||
2022 | PSUs | $ | 51,951 | (2) | -$ | 247,620 | -$ | 1,851 | -$ | 197,520 | |||
2022 | RSUs | $ | 143,626 | (3) | -$ | 42,812 | -$ | 22,615 | $ | 78,199 | |||
2022 | Total | $ | 195,577 | -$ | 290,432 | -$ | 24,465 | -$ | 119,321 | ||||
2021 | PSUs | $ | 75,450 | (4) | $ | 22,753 | $ | 0 | $ | 98,203 | |||
2021 | RSUs | $ | 51,664 | $ | 16,798 | -$ | 5,245 | $ | 63,216 | ||||
2021 | Total | $ | 127,114 | $ | 39,551 | -$ | 5,245 | $ | 161,420 | ||||
2020 | PSUs | $ | 214,680 | -$ | 85,888 | -$ | 1,228 | $ | 127,564 | ||||
2020 | RSUs | $ | 153,181 | -$ | 44,042 | -$ | 5,293 | $ | 103,845 | ||||
2020 | Total | $ | 367,860 | -$ | 129,930 | -$ | 6,521 | $ | 231,409 |
(1) | Includes fair value of 2021 PSU Tranche C, 2022 PSU Tranche B and 2023 PSU Tranche A. Includes value of dividend equivalents. |
(2) | Includes fair value of 2021 PSU Tranche B and 2022 PSU Tranche A. Includes value of dividend equivalents. |
(3) | Includes Mr. Yih’s one-time sign-on RSU grant. |
(4) | Includes fair value of 2021 PSU Tranche A and value of dividend equivalents. |
(5) | The |
Autoliv | 77 | 2024 Proxy Statement |
REQUIRED DISCLOSURE OF THE RELATIONSHIP BETWEEN CAP, TSR AND CERTAIN FINANCIAL PERFORMANCE MEASURES
The following chart shows Autoliv’s cumulative TSR in comparison to the cumulative TSR of our selected peer group. The peer group selected for purposes of this disclosure is the Dow Jones U.S. Auto Parts Index (DJUSA-DJX), which is float market capitalization-weighted and aims to provide 95% market capitalization coverage of U.S.-traded stocks for the Auto Parts Subsection (3355). The companies included in the index are Tier 1 and Tier 2 suppliers of non- safety products to the automotive industry and are producers of very different offerings such as drivetrains, electronic and technology systems, fuel systems and many have after-market businesses. This index includes some companies included in our compensation benchmarking for our U.S. based executives.
MAIN DRIVERS OF CAP
■ | Our CEO and several of our NEOs are not based in the U.S. and their compensation is paid in local currencies of countries in which they are employed and so exchange rate volatility impacts the CAP. |
■ | Our compensation program has several variable components (short term incentive, RSUs and PSUs) that are directly related to Autoliv’s TSR and financial performance. |
1. | Autoliv’s share price increased from $84.41 at the end of 2019 to $92.10 at the end of 2020 and to $103.41 at the end of 2021. This increase in share price aligned with an increase in CAP in relation to outstanding equity awards (both RSUs and PSUs). By the end of 2022, however, Autoliv’s share price dropped to $76.58, having a negative impact on CAP in 2022. In 2023, the share price improved significantly and closed the year at $110.19, having a positive impact on CAP in 2023. |
2. | In addition to share price increase and dividends, the outcome for several performance measures used by our incentive programs (both short-term incentives and PSUs) resulted in significant variation in CAP. In 2023, the outcome was significantly better than in 2022, contributing to a strong increase in CAP versus previous years. |
■ | The tranche structure introduced to our PSUs in 2021, which includes |
Autoliv | 78 | 2024 Proxy Statement |
The following chart shows the correlation between CAP to our CEO and average CAP to our non-PEO NEOs in comparison to Autoliv’s cumulative TSR. CAP to the CEO and average CAP to our Non-PEO NEOs declined from 2020 to 2022 but strongly increased from 2022 to 2023 because of the main drivers above.
A significant part of our compensation structure is stock based. The factors leading to an increase in TSR in 2023 also significantly affected CAP, primarily the share price increase from the end of 2022 to the end of 2023.
Autoliv | 79 | 2024 Proxy Statement |
CAP VS. NET INCOME and ADJUSTED OPERATING INCOME
The following chart shows the correlation between CAP to our CEO and average CAP to our non-PEO NEOs in comparison to Autoliv’s Net Income and Adjusted Operating Income.
■ | CAP to the CEO and average CAP to the non-PEO NEOs increased significantly from 2022 to 2023, in line with the increase of Autoliv’s Adjusted Operating Income. |
■ | Adjusted Operating Income represents 50% of the performance criteria of our non-equity incentive program while Earnings per Share, which is directly linked to our Net Income, represents 60% of the performance criteria related to our PSUs. Autoliv’s positive performance in both performance measures significantly affected the CAP levels. |
Autoliv | 80 | 2024 Proxy Statement |
TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING CAP DURING 2023 TO COMPANY PERFORMANCE
Adjusted Operating Income | Relative Organic Sales Growth |
Adjusted Cash Conversion | Greenhouse Gas Emissions |
Adjusted Earnings Per Share (EPS) |
■ |
■ | Adjusted Cash Conversion converts profit into cash, allowing the company to reduce risk, support growth and strengthen the balance sheet. Availability of cash and a good liquidity allows the company to invest for the future and is vital for Autoliv to remain competitive and operate in a sustainably and efficient way. |
■ | Adjusted Operating Income is the general result of revenues minus costs related to the company’s operations. Adjusted Operating Income and Adjusted EPS are two critical KPIs for the company’s long-term success and for Autoliv to be able to provide value to its stockholders. Organic Sales Growth also support this by increasing the top line and creating opportunity for increased profits. |
■ | The |
Autoliv | 81 | 2024 Proxy Statement |
PROPOSAL 2 |
Advisory Vote to Approve Named Executive Officer |
- 52 -
ITEM 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Pursuant to Section 14A of the Exchange Act, Autoliv stockholders are entitled to cast an advisory vote on the Company’s executive compensation program. As discussed in the Compensation Discussion and Analysis beginning on page 2346 of this Proxy Statement, our compensation system plays a significant role in the Company’s ability to attract, retain, and motivate management talent, which the Board believes is necessary for the Company’s long-termlong- term success. The Board believes that its current compensation program directly links executive compensation to performance, aligning the interests of the Company’s executive officers with those of its stockholders.
The Board invites you to review carefully the Compensation Discussion and Analysis beginning on page 2346 of this Proxy Statement and the tabular and other disclosures on compensation under 20172023 Executive Compensation Decisions beginning on page 3255 of this Proxy Statement, and cast a vote either to endorse or not endorse the Company’s compensation of its named executive officers through the following resolution:
“Resolved, that stockholders approve the compensation of the Company’s named executive officers, including the Company’s compensation practices and principles, as discussed and disclosed in the Compensation Discussion and Analysis, the executive compensation tables, and any narrative executive compensation disclosure contained in this Proxy Statement.”
While the vote does not bind the Board to any particular action, the Board values the input of our stockholders and will take into accountconsider the outcome of this vote in considering future compensation arrangements.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSALPROPOSAL.
TO APPROVE NAMED EXECUTIVE COMPENSATION ON ANON-BINDING BASIS.
ITEM 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Autoliv | 82 | 2024 Proxy Statement |
PROPOSAL 3 |
Ratification of the Appointment of Independent Registered Public Accounting Firm |
The Audit and Risk Committee of the Board has appointed Ernst & Young AB (“EY”) as the independent registered public accounting firm for the Company’s fiscal year ending December 31, 2018.2024. The committee has been advised that EY has no relationship with the Company or its subsidiaries other than that arising from the firm’s employment as accountants.
In accordance with directions of the Audit and Risk Committee, this appointment is being presented to the stockholders for ratification at the Annual Meeting. While ratification by stockholders of this appointment is not required by law or the Company’s Restated Certificate of Incorporation or theBy-Laws, the Audit and Risk Committee and management believe that such ratification is desirable. In determining whether to reappoint EY as our independent registered public accounting firm, the Audit and Risk Committee considered a number of factors, including, among others, the firm’s independence and objectivity, capability and expertise in handling the breadth and complexity of the Company’s global operations, historical and recent performance, communication and interaction with the Audit and Risk Committee and management, and the reasonableness of its fees for audit and non-audit services.
In the event this appointment is not ratified by the affirmative vote of a majority of shares present or represented by proxy and entitled to vote on the appointment at the Annual Meeting, the Audit and Risk Committee will consider that fact when it selects its independent auditorsregistered public accounting firm for the following year.
Ernst & Young AB has been the independent registered public accounting firm for the Company since May 1997. EY has been the independent auditorsregistered public accounting firm for Autoliv AB since 1984. Audit services provided to the Company by EY during 20172023 and 2022 consisted of the examinationaudit of the consolidated financial statements of the Company and its subsidiaries for that year and the preparation of various reports based thereon.
The Company has been advised that a representative of EY will attend the Annual Meeting to respond to appropriate questions and will be afforded the opportunity to make a statement, if desired.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSALPROPOSAL.
TO RATIFY THE APPOINTMENT OF ERNST & YOUNG AB AS THE COMPANY’S INDEPENDENT AUDITORS.
Fees of Independent Auditors (Dollars in millions) | ||||
Type of Fees | 2017 | 2016 | ||
Audit Fees | $10.570 | $9.849 | ||
Audit-Related Fees | $1.013 | $0.358 | ||
Tax Fees | $0.128 | $0.082 | ||
All Other Fees | $0.052 | - | ||
Total | $11.763 | $10.289 | ||
Percent of total that were Audit or Audit-Related | 98.5% | 99.2% |
Autoliv | 83 | 2024 Proxy Statement |
Audit Fees, Audit-Related Fees, and Tax Fees are calculated in accordance with Autoliv’s average exchange rates for 2017 or 2016, as applicable.
Fees of the Independent Registered Public Accounting Firm (Dollars in millions) | ||||
Type of Fees | 2023 | 2022 | ||
Audit Fees | $8.906 | $8.170 | ||
Audit-Related Fees | $0.294 | $0.233 | ||
Tax Fees | $0.084 | $0.057 | ||
All Other Fees | $0.017 | $0.014 | ||
Total | $9.301 | $8.474 | ||
Percent of total that were Audit or Audit-Related | 98.9% | 99.2% |
Audit Fees
Audit fees for the fiscal years ended December 31, 20172023 and 20162022 relate to professional services provided by EY for the audit of the Company’s annual financial statements for such years, including the audit of the Company’s internal control over financial reporting, included in the Company’s Annual Report on Form 10-K, and the reviews of the financial statements included in the Company’s AnnualQuarterly Reports on Form10-K 10-Q for those fiscal yearsyears. Audit fees also include fees associated with the statutory audits of various subsidiary financial statements and reviewsprocedures related to comfort letters, consents and assistance with and review of documents filed with the SEC. Audit fees also include accounting and financial reporting consultations necessary to comply with the standards of the Public Company Accounting Oversight Board, including audit procedures related to acquisitions.
Audit-Related Fees
A majority of Audit-Related Fees for the fiscal year ended December 31, 2017 are related to EY’s work in connection with the Company’s preparations for the intendedspin-off of its electronics business. The remaining Audit-Related Fees for the fiscal years ended December 31, 20172023, and 20162022 relate mainly to EY’s reviewsaudits of benefitsbenefit plans and other attestation services other than the audit of the Company’s consolidated financial statements.statements and certain other accounting consultations.
Tax Fees
Tax Fees for the fiscal yearyears ended December 31, 20172023, and 2022 relate to professional services provided by EY for tax compliance tax advice and tax planning.advice.
All Other Fees
All Other Fees for the fiscal yearyears ended December 31, 20172023, and 2022 mainly related to use of an EY online service and certain other permitted advisory services. EY billed no significant fees related to any other services for the fiscal years ended December 31, 2016.2023, and 2022.
Autoliv | 84 | 2024 Proxy Statement |
Audit and Risk CommitteePre-Approval Policies
The Audit and Risk Committee has adopted guidelines for the provision of audit andnon-audit services by Ernst & Young AB, including requiring Audit and Risk Committeepre-approval of any such audit andnon-audit services. In developing these guidelines, the Audit and Risk Committee took into consideration the need to ensure the independence of Ernst & Young AB while recognizing that Ernst & Young AB may possess the expertise on certain matters that best positions it to provide the most effective and efficient services on certain matters unrelated to accounting and auditing. On balance, the Audit and Risk Committee will onlypre-approve the services that it believes enhance the Company’s ability to manage or control risk. The Audit and Risk Committee was also mindful of the relationship between fees for audit andnon-audit services in deciding whether topre-approve any such services and may determine, for each fiscal year, the appropriate ratio between the total amount of fees for audit, audit-related and tax services, and the total amount of fees for permissiblenon-audit services (excluding tax services). The guidelines provide for thepre-approval by the Audit and Risk Committee of described services to be performed, such as audit, audit-related, tax
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and other permissiblenon-audit services. Approval of audit and permittednon-audit services may also be made by the chairpersonChair of the Committee, and the person granting such approval must report such approval to the Committee at the next scheduled meeting.
The Audit and Risk Committee has considered the audit, audit-related, tax, and all other services discussed above, and additional information provided to the Company by Ernst & Young AB and determined that the provision of these services is compatible with the independence of Ernst & Young AB. The Audit and Risk Committeepre-approved all such services in 2017.2023 and 2022.
Autoliv | 85 | 2024 Proxy Statement |
Discretionary Voting of Proxies on Other Matters |
For business to be properly brought by a stockholder before an annual meeting of stockholders, timely advance written notice thereof must be received by the Secretary of the Company at its principal executive offices in accordance with theBy-Laws, a copy of which may be obtained by written request to the Company’s Secretary or on the Company’s website at www.autoliv.com – About UsCompany – Governance – Certificate andBy-Laws.Corporate Policies. No such notices were received for the 20182024 Annual Meeting.
Should any other matter requiring a vote of the stockholders be properly brought before the Annual Meeting, the proxy card confers upon the person or persons entitled to vote the shares represented by such proxies discretionary authority to vote such shares in respect of any such matter in accordance with their best judgment, to the extent permitted by applicable law and the listing standards of the NYSE, see “How Your Shares Will Be Voted” on page 110 of this Proxy Statement.
Autoliv | 86 | 2024 Proxy Statement |
Other Matters |
Section 16(a) Beneficial Ownership Reporting Compliance
The members of the Board, the executive officers of the Company and persons who hold more than 10% of our common stock (collectively, the “Reporting Persons”) are subject to the reporting requirements of Section 16(a) of the Exchange Act, which require them to file reports with respect to their ownership of the Company’s securities on Form 3 and transactions in the Company’s securities on Forms 4 or 5. Based solely on its review of the copies of such forms received by it and written representations from the Company’s executive officers and directors, the Company believes that, for the fiscal year ended December 31, 2017, the Section 16(a) filing requirements were complied with by all the Reporting Persons during and with respect to such year, other than one Form 4 filed late by each of Messrs. L. Johansson, Kepler, Kortuem, Alspaugh, Ziebart, Sakamoto, Ringler, Liu, Carlson, Fredin, Sjöbring, Backman, Jonsson, Bratt, Lofvenholm, Hanke, and Mogefors, and Ms. Patrick, Ms. Eliasson and Ms. Wendels, in each case to report the grant on June 1, 2017 of dividend equivalent rights accrued in the form of additional restricted stock units. Each of these Form 4s were filed on June 7, 2017.
Stockholder Proposals for 20192025 Annual Meeting
Proposals Pursuant to Rule14a-8 14a-8. . Under Rule14a-8(e) of the Exchange Act, stockholder proposals intended to be presented at the 20192024 annual stockholders meeting must be received by us on or before November 26, 201825, 2024, to be eligible for inclusion in our proxy statement and proxy card related to that meeting. Only proper proposals under Rule14a-8 of the Exchange Act that are timely received will be included in the proxy statement and proxy card for the 20192024 annual stockholders meeting.
Proposals Pursuant to theBy-Laws By-Laws. . Under theBy-Laws, in order to bring any business before the stockholders at the 20192025 annual stockholders meeting, other than proposals that will be included in our proxy statement, you must comply with the procedures described below. In addition, you must notify us in writing, and such notice must be delivered to or mailed and received by our Secretary at our principal executive offices no earlier than the close of business on February 7, 20199, 2025, and no later than the close of business on March 9, 2019.11, 2025.
A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting,
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including the text of the proposed business and any resolutions proposed for consideration and any proposed amendment to theBy-Laws and the reasons for conducting such business at the annual meeting, (b) a representation that the stockholder is a holder of record of the shares entitled to vote at the Annual Meeting of Stockholders and intends to appear in person or by proxy, (c) the name and record address of the stockholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is submitted, (d) the class or series and number of shares of stock of the Company which are owned beneficially and of record by the stockholder and the beneficial owner, if any, on whose behalf the proposal is submitted, (e) any material interest of the stockholder in such business, and (f) a description of any agreement, arrangement or understanding with respect to such business between or among the stockholder any affiliates, associates or others acting in concert with the stockholder.
Nominations Pursuant to theBy-Laws By-Laws. . Under theBy-Laws, in order to nominate a director for election to the Board, stockholders must comply with the notice procedures and requirements found in Article II, Section 6 of theBy-Laws, a copy of which may be obtained by written request to the Company’s Secretary or on the Company’s website at www.autoliv.com – About UsCompany – Governance – Certificate andBy-Laws.Corporate Policies.
In addition to complying with the procedures of the By-Laws, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act no later than March 11, 2025.
By Order of the Board of Directors of Autoliv, Inc.:
Anthony Nellis
Lars Sjöbring
GroupExecutive Vice President, Legal Affairs,
Affairs;
General CounselCounsel; and Secretary
March 26, 201825, 2024
Stockholm, Sweden
Autoliv | 87 | 2024 Proxy Statement |
Autoliv, Inc.
Mailing address: Box 70381,SE-107 24 Stockholm, Sweden
Visiting address: Klarabergsviadukten 70, Section B7, Stockholm, Sweden
Tel: +46 8 587 206 00; Fax +46 8 24 44 9300
Company website: www.autoliv.com
Investor relations: Sweden Tel: +46 8 587 206 27, U.S. Tel: +1 (248) 223 8107
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Autoliv | 88 | 2024 Proxy Statement |
Annex A |
ANNEX A Reconciliation of Non-U.S. GAAP Measures
The reconciliations for the non-U.S. GAAP measures discussed in the Compensation Discussion & Analysis and Pay Versus Performance sections of this Proxy Statement are included below.
2021 – 2023 Performance Share Units Program (“PSUs”) | ||
Performance Period Tranche A: January 1, 2021 – December 31, 2021
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Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 9:00 a.m., Eastern Time, on May 8, 2018.
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Vote by telephone
q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
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Tranche A – performance period 2021 | ||||||||||||||||||||||
A1 |
| |||||||||||||||||||||
LTI outcome on parameter Order intake | B1 |
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| 200% | |||||||||||||||||
EPS as reported | C1 |
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| 4.96 | |||||||||||||||||
EPS adjustments | D1 |
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| 0.06 | |||||||||||||||||
EPS adjustments unusual tax items | E1 |
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Adjusted EPS | C1+D1+E1 = F1 | |||||||||||||||||||||
LTI outcome on parameter Adjusted EPS | G1 | |||||||||||||||||||||
Weighted outcome | B1*30%+G1*70% = H1 |
| 78% |
For | Against | Abstain | For | Against | Abstain | |||||||||||||||
2. |
Advisory Vote on Autoliv, Inc.’s 2017 Executive Compensation.
|
☐ |
☐ |
☐ |
3. |
Ratification of Ernst & Young AB as independent auditors of the company for the fiscal year ending December 31, 2018. |
☐ |
☐ |
☐ |
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or at any adjournment or postponement thereof to the extent permitted by applicable law and the listing requirements of the New York Stock Exchange. This will allow your proxy to address currently unforeseen matters that may arise during the meeting as well as matters incidental to the conduct of the meeting. For more information see “Voting on Matters Not in Proxy Statement” in the Proxy Statement.
Tranche B – performance period 2022 | ||
Order intake percentage | A2 | 40.20% |
LTI outcome on parameter Order intake | B2 | 5% |
EPS as reported | C2 | 4.85 |
EPS adjustments | D2 | -0.45 |
EPS adjustments unusual tax items | E2 | — |
Adjusted EPS | C2+D2+E2 = F2 | 4.40 |
LTI outcome on parameter Adjusted EPS | G2 | 20% |
Weighted outcome | B2*30%+G2*70% = H2 | 16% |
Tranche C – performance period 2023 | ||||
Order intake percentage | A3 | 46.9% | ||
LTI outcome on parameter Order intake | B3 | 172.5% | ||
EPS as reported | C3 | 5.72 | ||
EPS adjustments in the Earnings release | D3 | 2.46 | ||
EPS adjustments unusual tax items | E3 | -1.21 | ||
Adjusted EPS | C3+D3+E3 = F3 | 6.97 | ||
LTI outcome on parameter Adjusted EPS | G3 | 148.5% | ||
Weighted outcome | B3*30%+G3*70% = H3 | 156% |
Autoliv | A-1 | 2024 Proxy Statement |
2023 Non-Equity Incentive Program Group | ||
Performance Period: January 1, 2023 – December 31, 2023 | ||
Performance Criterion 1: Adjusted Operating Income – Weight: 50% | ||
2023 Adjusted Operating Income – As Reported (in MUSD) | 920 | |
Performance Criterion 2: Adjusted Cash Conversion – Weight: 50% | ||
2023 Reported Cash Conversion (in %) | A | 85% |
Adjustments to 2023 Reported Cash Conversion to exclude costs for capacity alignment and antitrust related matters (in %) | B | -20.7% |
Adjustment of unusual tax item | C | 11.2% |
2023 Adjusted Cash Conversion – After Adjustments (in %) | D = A+B+C | 75.5% |
2023 Non-Equity Incentive Program AEU Division | ||
Performance Period: January 1, 2023 – December 31, 2023 | ||
Performance Criterion 1: Adjusted Operating Income Group – Weight: 25% | ||
2023 Adjusted Operating Income – As Reported (in MUSD) Group | 920 | |
Performance Criterion 2: Adjusted Operating Income – Weight: 50% | ||
2023 Adjusted Operating Income – As Reported (in MUSD) European Division | 62 | |
Performance Criterion 3: Adjusted Cash Conversion Group – Weight: 25% | ||
2023 Reported Cash Conversion (in %) | A | 85% |
Adjustments to 2023 Reported Cash Conversion to exclude costs for capacity alignment and antitrust related matters (in %) | B | -20.7% |
Adjustment of unusual tax item | C | 11.2% |
2023 Adjusted Cash Conversion – After Adjustments (in %) | D = A+B+C | 75.5% |
Autoliv | A-2 | 2024 Proxy Statement |
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01 - Mikael Bratt 04 - Hasse Johansson 07 - Frédéric Lissalde 02 - Laurie Brlas 05 - Leif Johansson 08 - Xiaozhi Liu 03 - Jan Carlson 06 - Franz-Josef Kortüm 09 - Gustav Lundgren For Withhold For Withhold For Withhold 1 U P X 10 - Martin Lundstedt 11 - Ted Senko Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03YGEB + + Proposals — The Board of Directors recommend a vote FOR all the nominees listed and A FOR Proposals 2 and 3. 1. Election of Directors: For Against Abstain Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
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IF Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. qIF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.
Dear Stockholder:
Stockholders of Autoliv, Inc. can take advantage of several services available through our transfer agent, Computershare Trust Company, N.A. These services include:
Vote by Internet
Stockholders may vote their shares via the Internet by following the directions on the reverse side of this card. Votes may be cast by Internet up until 9:00 a.m. Eastern Time on the day of the Annual Meeting.
Internet Account Access
Stockholders may access their accounts on-line at www.computershare.com. Among the services offered through Account Access, dividend payment histories can be viewed, address changes requested, tax identification numbers certified and Direct Deposit requested.
Direct Deposit of Dividends
Autoliv encourages stockholders to authorize the electronic deposit of the quarterly dividends payments directly into their checking or savings account. To enroll, please mail your request along with a copy of your voided check to Computershare at the address noted below, or logon to your account at www.computershare.com.
Transfer Agent Contact Information
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q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION,SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qENVELOPE.q 2024 Annual Meeting Proxy Card 2. Advisory Vote on Autoliv, Inc.’s 2023 Executive Compensation For Against Abstain 3. Ratification of Ernst & Young AB as independent registered public accounting firm of the company for the fiscal year ending December 31, 2024. Online Go to www.envisionreports.com/ALV or scan the QR code — login details are located in the shaded bar below. Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/ALV Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada You may vote online or by phone instead of mailing this card. Your vote matters – here’s how to vote!
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This proxy is solicited on behalf
Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/ALV Notice of the Board of Directors of Autoliv, Inc. for use at the2024 Annual Meeting of Stockholders to be heldProxy Solicited by Board of Directors for Annual Meeting — May 8, 2018 and at any adjournment or postponement thereof.
10, 2024 The undersigned hereby revokes all proxies and appoints Jan CarlsonFredrik Westin and Lars Sjöbring,Anthony Nellis, with full power of substitution, to attend the Annual Meeting of Autoliv, Inc. to be held on Tuesday,Friday, May 8, 201810, 2024 at 9:2:00 a.m.p.m. local time, both virtually via the internet at www.meetnow.global/MJGH2D6 and in person at The LanghamWestin Book Cadillac Hotel, 330 North Wabash Street, Chicago, Illinois 60611,1114 Washington Blvd, Detroit, MI 48226 USA and at any adjournment or postponement thereof and to vote as specified in this proxy all the shares of Autoliv, Inc. common stock which the undersigned would be entitled to vote if personally present upon all subjects that may properly come before the meeting.
In their discretion, Mr. CarlsonWestin and Mr. SjöbringNellis are also authorized to vote upon such other matters as may properly come before the meeting. Management is not presently aware of any such matters to be presented for action. If any nominee should become unavailable for election prior to the meeting, the proxies will vote for the election of a substitute nominee or nominees proposed by the Board of Directors. If specific voting instructions are not given with respect to matters to be acted upon and the signed card is returned, the proxies will vote in accordance with the directors’ recommendations and at their discretion on any other matters that may properly come before the meeting to the extent permitted by applicable law and the listing requirements of the New York Stock Exchange. This will allow your proxy to address currently unforeseen matters that may arise during the meeting as well as matters incidental to the conduct of the meeting. For more information see “Voting on Matters Not in Proxy Statement” in the Proxy Statement. If you do not sign and return a proxy, submit a proxy by telephone or Internet or attend the meeting and vote by ballot, shares that you own directly cannot be voted.
The signer hereby revokes all proxies heretofore given by the signer to vote at said meeting or any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted in accordance with the recommendation of the Board of Directors and FOR the election of the nominees to the Board and FOR proposalsProposals 2 and 3.
Your vote is important! Please sign and date this card on the reverse side and return promptly in the enclosed postage-paid envelope or utilize the Vote by Phone or Vote by Net service to cast your vote.
(Continued and (Items to be dated and signedvoted appear on reverse side.)
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side) Autoliv, Inc. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Change of Address— Please print new address below.
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Comments — Please print your comments below. C Non-Voting Items + + Important Notice Regardingnotice regarding the AvailabilityInternet availability of Proxy Materials for the
Autoliv, Inc. Stockholder Meeting to be Held on May 8, 2018
Pursuant to Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting areAnnual Meeting of Stockholders. The material is available on the Internet. Follow the instructions below to view the materials and vote online or request a copy.at: www.envisionreports.com/ALV The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to stockholders are available at:
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When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.
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Autoliv, Inc.’s2024 Annual Meeting of Stockholders of Autoliv, Inc. will be held on May 8, 201810, 2024 at 2:00pm local time, both virtually via the internet at www.meetnow.global/MJGH2D6 and in person at The LanghamWestin Book Cadillac Hotel 330 North Wabash Street, Chicago, Illinois 60611,1114 Washington Blvd, Detroit, MI 48226 USA at 9:00 a.m. Local Time.
Proposals to be votedTo access the virtual meeting, you must have the information that is printed in the shaded bar located on at the meeting are listed below along with the Boardreverse side of Directors’ recommendations.
The Boardthis form. 2024 Annual Meeting Admission Ticket 2024 Annual Meeting of Directors recommends that you voteFOR all nominees andFOR proposals 2 and 3.Autoliv, Inc. Stockholders
Robert W. Alspaugh, Jan Carlson, Hasse Johansson, Leif Johansson, David E. Kepler, Franz-Josef Kortüm, Xiaozhi Liu, James M. Ringler, Kazuhiko Sakamoto, Thaddeus Senko and Wolfgang Ziebart.
PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice and identification with you.
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Paper copies:Current and future paper delivery requests can be submitted via the telephone, Internet or email options below.
Email copies:Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials.
PLEASE NOTE:You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials.
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Internet– Go towww.envisionreports.com/ALV. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials.
Telephone– Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.
Email– Send email to investorvote@computershare.com with “Proxy Materials Order” in the subject line. In the message, include your full name and address, the number located in the shaded bar on the reverse and state that you want to receive a paper copy of current meeting materials.
To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by April 27, 2018.
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