~~Filed by the Registrant~~ ☒ ~~Filed by a Party other than the Registrant~~ ☐

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

~~Annual Meeting of Stockholders~~


Time and Date:		~~Tuesday,~~Friday, May ~~8, 2018; 9:~~10, 2024; 2:00 ~~a.m. local time~~ p.m. Eastern Time
	Location:		~~The Langham~~In-person at the Westin Book Cadillac Hotel, ~~330 North Wabash Street, Chicago, Illinois, 60611~~ 1114 Washington Blvd., Detroit, Michigan 48226, USA and via webcast at www.meetnow.global/MJGH2D6
	Record Date:		Stockholders as of the close of business on March ~~12, 2018~~15, 2024 are entitled to ~~vote.~~ vote
	Admission:		Please see the instructions on page 110 of this Proxy ~~Statement.~~ Statement

Meeting Agenda and Voting Matters

Proposal	Board’s Voting Recommendation		Page Reference
~~Meeting Agenda and Voting Matters~~
~~Proposal~~		~~Board’s Voting~~ ~~Recommendation~~	~~Page~~ ~~Reference~~
1. Election of Directors		FOR EACH NOMINEE	414
2. Advisory Vote to Approve Executive Compensation	FOR	~~FOR~~	5382
3. Ratification of the Appointment Independent ~~Auditors~~Registered Public Accounting Firm	FOR	~~FOR~~	5383

~~– 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/ Non-Employee	Committees	Other Current Public Co. Boards
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


~~AC: Audit Committee~~ Autoliv		~~LDCC: Leadership Development and Compensation Committee~~
~~NCG: Nominating and Corporate Governance Committee~~ 6		~~RCC: Risk and Compliance Committee~~2024 Proxy Statement

Attendance:

Each ~~serving~~ director nominee attended at least 80% of the aggregate applicable Board and ~~applicable~~ Committee meetings in ~~2017.~~2023.


Governance Highlights:		_• 8
	■	10 of the 11 Director Nominees are independent directors ~~in 2017; 2~~
	■	Board committees composed entirely of independent directors ~~added to the Board in 2018~~ _• ~~Independent Lead Director of the Board~~ _•
	■	Directors elected for ~~one year~~one-year terms _•
	■	Average tenure of the nominated non-employee directors is seven years, with two new directors in the last three years
	■	Diverse ~~background,~~director backgrounds, professional ~~experience~~experiences, and skills ~~of directors~~ _•
	■	Annual Board and ~~Committee Self-Evaluations~~ _• ~~Non-management~~committee self-evaluations
	■	Independent directors meet in executive session at least ~~five~~four times a year ~~without management present~~ _• ~~Audit, Nominating~~
	■	Stock ownership guidelines for non-employee directors and ~~Corporate Governance~~executive officers
	■	Compliance, operational, and ~~Leadership Development and Compensation Committees are composed entirely of independent directors~~ _• ~~Stock Ownership Guidelines for Directors and Executive Officers~~ _• ~~Risk~~cybersecurity risk oversight by full Board and ~~Committees~~ _•committees
	■	Company policy against hedging, short-selling, and pledging by ~~Executive Officers~~ executive officers and directors

~~– PROPOSAL 2 –~~


~~Advisory Vote~~
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 ~~Approve Executive Compensation~~2022
	■	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

~~(1)~~Autoliv

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 4060 of this Proxy Statement.

~~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 ~~entirely~~ of independent directors.

_•

■We ~~have~~maintain stock ownership guidelines for our executive officers, including the ~~named executive officers,~~Named Executive Officers, and our non-employee directors.

■ The LDCC retains an independent ~~directors.~~

consultant who does no other work for the company.

_•

■The ~~Leadership Development and Compensation Committee~~LDCC reviews total compensation calculations ~~in connection with~~when making compensation decisions.

■ 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 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.~~

_•

~~We have a compensation recoupment policy that requires current and former executives to return incentive compensation that is subsequently determined not to have been earned.~~

_•

■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.

_•

~~If and when they~~

■ 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 ~~offered,change-in-control~~ ~~severance agreements (for executives hired in 2011 and after) will include double-triggerchange-in-control~~ ~~severance benefits, rather than modified single-trigger arrangements.~~

_•

~~The Leadership Development and Compensation Committee approved~~assumed by a new long-term equity incentive program implemented in 2016, pursuant to which it granted performance shares that will vest based on the Company’s achievement of specified targets over a three-year performance period for the Company’s compound annual growth rate for sales and the Company’s compound annual growth rate for earnings per share relative to compound annual growth rate for Global Light Vehicle Production reported by IHS.

publicly traded surviving entity.

_•

~~We do not provide~~

■ There are no U.S. tax code ~~Section 280G~~§280G excise tax “gross ups.”

■ 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

2024 Proxy Statement

~~Ratification of Appointment of Independent Auditors~~

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

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, ~~2017~~2023 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, 2018~~10, 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”).

General

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, ~~2017~~2023 was publicly filed with the U.S. Securities and Exchange Commission (the “SEC”) on February ~~22, 2018.~~20, 2024.

Who Can Vote

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, 2018~~15, 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.

Shares Outstanding and Quorum

At the close of business on the Record Date, ~~87,090,349~~81,455,417 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 person~~in-person or virtually or represented by proxy, will constitute a quorum at the Annual Meeting.

How to Vote

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 person~~in-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 person~~in-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.

How Your Shares Will Be Voted

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

~~- 1 -~~

~~(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 ~~auditors~~registered public accounting firm for the ~~2018~~2024 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

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 ~~incident~~incidental 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 ~~2018~~2024 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 ~~2018~~2024 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 ~~Items~~Proposals 1 and 2 set forth below. Brokers generally have discretionary authority to vote on ~~Item~~Proposal 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

~~Item 1:~~

Directors will be elected by a plurality of the votes ~~of the shares present or represented by proxy~~cast at the Annual ~~Meeting and entitled to vote thereat.~~Meeting. However, pursuant to the Autoliv, Inc. Corporate Governance Guidelines, if a director nominee in an uncontested election fails to receive the approval of a majority of the votes cast on his or her election by the stockholders, the nominee shall promptly offer

~~- 2 -~~

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 ~~with regard to~~regarding any resignation offered under these circumstances with an explanation of how the decision was reached, including, if applicable, the reasons for rejecting the offered resignation. Abstentions and brokernon-votes will have no effect on the election of directors.

PROPOSAL 2

~~Item 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

~~Item 3:~~

2024 Proxy Statement

PROPOSAL 3

The ratification of the ~~selection~~appointment of Ernst & Young AB as the Company’s independent ~~auditors~~registered public accounting firm for the fiscal year ending December 31, ~~2018~~2024 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 ratification. Although brokers have discretionary authority to vote on the ratification, if a broker submits anon-vote, it will not be counted for purposes of the ratification but will be counted for the purposes of establishing a quorum.

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.

Attending the Annual Meeting

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

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.

Solicitation of Proxies

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, the~~The 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

2024 Proxy Statement

Proposal 1 – Election of Directors

~~- 3 -~~

~~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 ~~2018~~2024 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 ~~2019~~2025 annual meeting of stockholders and until ~~his~~her or ~~her~~his successor is elected and qualified, or until ~~his~~her or ~~her~~his 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 ~~2018~~2024 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 a~~36-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 for~~re-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 his~~re-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
SINCE: 2018
AGE: 57

~~- 4 -~~

Autoliv

2024 Proxy Statement

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
SINCE: 2020

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
SINCE: 2007

AGE: 63

Autoliv

2024 Proxy Statement

~~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.

~~The Board believes Mr. Johansson’s prolific technical background in automotive and other industries, combined with his extensive board experience, support his election to the Board.~~

DIRECTOR
SINCE: 2018

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 ~~66,~~72, has been a director of Autoliv since February 2016, and is a member of the Leadership Development and Compensation Committee and ~~Chairman~~Chair of the Nominating and Corporate Governance Committee. From 1997 to 2011, Mr. Johansson served as President and Chief Executive Officer of The Volvo Group. Before joining Volvo, Mr. Johansson held various positions at AB Electrolux, and served as its President and Chief Executive Officer from 1994 to 1997. Mr. Johansson ~~has~~previously served as the Chairman of the Board of Astra Zeneca PLC between June 2012 and June 2023, as Chairman of the Board of Telefonaktiebolaget LM Ericsson ~~since~~between 2011 and ~~Chairman of~~March 2018, and on the Board of ~~Astra Zeneca PLC since 2012. Mr. Johansson’s service as Chairman of the Board at Ericsson is expected to conclude at its 2018 annual meeting of stockholders.~~SCA AB, a Swedish public company, from 2010-2016. In addition to his service on public company boards, Mr. Johansson is currently Chairman of AB Aphrae, his family company, Chairman of Ecolean AB (a private Swedish company), a board member of ~~Ecolean AB,~~ the ~~Chairman~~Knut and Alice Wallenberg Foundation, a board member of Skansen Technologies (a private Swedish Company), and a member of the Royal Swedish Academy of Engineering Science, a board member of the European Round Table of Industrialists, a board member of The Confederation of Swedish Enterprise, a Delegate of the China Development Forum, a member of the Board of the Boao Forum for Asia and a member of the Advisory Boards of the Mayor of Beijing and of the Governor of Jiangsu.Science. Mr. Johansson holds a Master of Science in Engineering from Chalmers University of Technology in Gothenburg, Sweden.

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.

~~David E. Kepler~~DIRECTOR
SINCE: 2016, age 65, has been a director of Autoliv since February 2015 and is a member of the Audit Committee and Chairman of the Risk and Compliance Committee. Mr. Kepler was an Executive Vice President of the Dow Chemical Company, a multinational specialty chemical, advanced materials, agrosciences and plastics company, from March 2008 through January 2015, and in this position held the role of Chief Sustainability Officer and Chief Information Officer. Mr. Kepler joined Dow in 1975, and was appointed its Vice President and CIO in 1998, Corporate Vice President in 2001, assumed responsibility for Business Services in 2004, and was appointed Senior Vice President in 2006. He has also been a member of the boards of directors of TD Bank Group since December 2013 and Teradata Corporation since November 2007. Mr. Kepler graduated from the University of California, Berkeley with a bachelor’s degree in Chemical Engineering, and serves as a trustee of the University.

The Board believes that Mr. Kepler’s executive experience as the chief information officer of a global company with additional expertise in corporate sustainability initiatives and risk management, and stature as a recognized leader in the area of cyber-security are all qualities that support his~~re-election~~ ~~to the Board.~~AGE: 72

Autoliv

2024 Proxy Statement

Franz-Josef Kortüm,

Franz-Josef Kortüm, age ~~67,~~73, has been a director of Autoliv since March 2014, the Lead Independent Director between May 2021 and May 2022, and is a member of the Nominating and Corporate Governance Committee. Prior to joining Autoliv, Mr. Kortüm was Chief Executive Officer of Webasto SE, a producer of automobile roof systems and climate control systems for automobiles, boats, and other vehicles, from 1998 to 2012, after joining the company in 1994. Mr. Kortüm was Chief Executive Officer of Audi AG from 1993 to 1994 and, prior to joining Audi, had a ~~16 year~~16-year career with what is today ~~Daimler~~Mercedes-Benz Group AG in a variety of positions. In addition to his extensive management experience, Mr. Kortüm is a Member of the Advisory Board of Brose Fahrzeugteile GmbH & Co. KG since April 2005, and he has formerly served as Vice Chairman of the Supervisory Board of Webasto SE since 2013 ~~as a Member of the Advisory Board of Brose~~

~~- 5 -~~

~~Fahrzeugteile GmbH & Co. KG since 2005~~ and as its Chairman since ~~2013,~~2018 until August 2020, , as a Member of the Supervisory Board of Wacker Chemie AG, a German public company, and Chair of its Audit Committee since 2003 until May 2023, and as a Member of the Supervisory Board of Schaeffler AG from 2010 to March 2014. From 2004 to 2012, Mr. Kortüm was a Member of the Managing Board of the VDA (German Association of the Automotive Industry). Mr. Kortüm has anMBA-equivalent degree in Business Administration from the University of Regensburg in Germany.

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
SINCE: 2014

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
SINCE: 2020

AGE: 56

Autoliv

2024 Proxy Statement

DIRECTOR
SINCE: 2011

AGE: 68

Xiaozhi Liu,

Xiaozhi Liu, age ~~62,~~68, has been a director of Autoliv since November 2011 and is a member of the Leadership Development and Compensation ~~Committee~~Committee. Dr. Liu has been a member of the board of directors of Johnson Matthey PLC since April 2019. She previously served on the board of directors of Anheuser-Busch InBev SA/NV from April 2019 through April 2023. She also previously served as an independent director of Fuyao Glass Industry Group, a public company listed in Shanghai and ~~the Nominating and Corporate Governance Committee.~~Hong Kong, from October 2013 until October 2020. Dr. Liu began her career in the automotive industry in General Motor’s (“~~GM”~~GM“) Delphi operations and has since worked in various executive positions in Germany, China, and the U.S., where she rose to the position of Director of Electronics, Controls & Software for GM in Detroit, Chief Engineer and Chief Technology Officer of GM in China and Chairman and Chief Executive Officer of GM Taiwan. Between 2005 and 2006, she was the Chief Executive Officer and Vice Chairman of Fuyao Glass Industry Group Co. Ltd.~~, a public company listed in Shanghai, and was elected as an independent director of Fuyao Glass Industry Group in October 2013.~~ In 2007, she became the President and Chief Executive Officer of NeoTek China, a supplier of automotive chassis and transmission parts, and served as Chairman of the company’s board of directors from 2008 through 2011. In 2009, she founded, and is the Chief Executive Officer of, her own company, ASL Automobile Science & Technology (Shanghai) Co., Ltd., which introduces and implements globally advanced technologies to Chinese companies. She has a Ph.D. and master’s degree in Chemical Engineering and Electrical Engineering, respectively, from Friedrich-Alexander University in ~~Erlangen-Nuremburg,~~Erlangen- Nuremburg, Germany and a bachelor’s degree in Electrical Engineering from the Jiaotong University in Xian, China.

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.

~~James M. Ringler~~DIRECTOR,
SINCE: 2022

AGE: 42

Gustav Lundgren

Gustav Lundgren, age 72, has been a director of Autoliv since January 2002 and is the Chairman of the Leadership Development and Compensation Committee and a member of the Nominating and Corporate Governance Committee. Mr. Ringler has also been the Lead Independent Director since May 2017. He was, prior to his retirement, Vice Chairman of Illinois Tool Works Inc. between 1999 and 2004. Prior to joining Illinois Tool Works, Mr. Ringler was Chairman, President and Chief Executive Officer of Premark International, Inc., which merged with Illinois Tool Works in 1999. Mr. Ringler joined Premark in 1990 and served as its Executive Vice President and Chief Operating Officer prior to becoming the Chief Executive Officer in 1996. He serves on the Boards of Directors of DowDuPont Inc., TechnipFMC plc and JBT Corporation, and he is the Chairman of the Board of Teradata Corporation. Mr. Ringler holds a Bachelor of Science degree in Business Administration and an M.B.A. degree in Finance from the State University of New York.

The Board believes that Mr. Ringler’s business and management experience in multiple executive positions at Premark International, Inc. and Illinois Tool Works and his deep knowledge of corporate governance gained through his extensive service on the boards of directors of public companies in a wide variety of industries support Mr. Ringler’s~~re-election~~ ~~to the Board.~~

~~Kazuhiko Sakamoto~~~~, age 71,~~42, has been a director of Autoliv since August ~~2007~~2022 and is a member of the Audit and Risk Committee. Mr. Lundgren is a partner of Cevian Capital which he joined in 2006. He holds a Master of Science in Economics and ~~Compliance Committee. During 2016,~~Business Administration from the Stockholm School of Economics.

Because of Mr. ~~Sakamoto was appointed~~Lundgren’s relationship with Cevian, Cevian may be deemed to asbe an ~~outside auditor~~affiliate of ~~Zenitaka Corporation,~~the Company.

The Board believes that Mr. Lundgren’s financial expertise and exposure to a~~mid-sized~~ ~~construction company listed on~~ wide variety of large, global industrial companies through his investment research and management experience support his election to the ~~Tokyo Stock Exchange. Since 2012, Mr. Sakamoto~~Board.

Autoliv

2024 Proxy Statement

Martin Lundstedt

Martin Lundstedt, age 56, has been ~~an advisor at Pasona Inc.,~~ a ~~leading human resources provider in Japan. Mr. Sakamoto was previously~~director of Autoliv since May 2021 and is a ~~Counselor~~member of ~~Marubeni Construction Material Lease Co. Ltd., a company affiliated with Marubeni Corporation, which is one of Japan’s leading general trading houses, operating import, export, offshore trading~~the Leadership Development and ~~investment activities in various business fields.~~Compensation Committee. He ~~was Senior Executive Vice~~has served as President of ~~Marubeni Corporation from 2006 through 2008. During his nearly40-year~~ ~~career with Marubeni Corporation,~~AB Volvo, Chief Executive Officer of the Volvo Group, and a member of the Group Executive Board since October 2015. Before joining Volvo, Mr. ~~Sakamoto has~~Lundstedt held ~~several key~~various positions ~~such~~at Scania since 1992, and served as its President and Chief Executive Officer from 2012 to 2015. Mr. Lundstedt is the Chairman of ~~Marubeni America Cooperation. Mr. Sakamoto~~

~~- 6 -~~

~~previously served~~the Board of Permobil AB, a private Swedish company focused on developing advanced medical technology. Until 2021, he was a member of the ~~Boards~~Board of Directors of ~~Marubeni-Itochu Steel Inc.~~Concentric AB, a public Swedish company that is a leading global pump manufacturer. In addition to his service on public and ~~Helena Chemical Company.~~private company boards, he is a Member of the Commercial Vehicle Board of the European Automobile Manufacturers’ Association (ACEA), a Member of the Board of Directors of the Confederation of Swedish Enterprise, a Member of the Board of Directors of the International Chamber of Commerce (ICC) Sweden, a Member of the Royal Swedish Academy of Engineering Sciences (IVA), and a Member of the European Round Table of Industry (ERT). He ~~graduated~~was also Co- Chairman of the UN Secretary-General’s High-Level Advisory Group on Sustainable Transport from ~~the Keio~~2015-2016. Mr. Lundstedt holds a Master of Science degree from Chalmers University of Technology in ~~1968 and attended the Harvard University Research Institute for International Affairs in 1991-1992.~~Gothenburg, Sweden.

The Board believes that Mr. ~~Sakamoto’s extensive business~~Lundstedt’s deep experience in ~~both Asia~~the automotive industry as well as his experience with companies and ~~North America brings a unique perspective and valuable set of skills that~~institutions around the globe support ~~Mr. Sakamoto’s~~his re-election to the Board.

DIRECTOR
SINCE: 2021

AGE: 56

Thaddeus J. “Ted” Senko,

Thaddeus J. “Ted” Senko, age ~~62, was appointed~~68, has been a director of Autoliv insince March ~~2018.~~2018 and is the Chair of the Audit and Risk Committee. Prior to ~~becoming a director~~joining the Autoliv Board of ~~Autoliv,~~Directors, Mr. Senko had an extensive career at KPMG LLP, a multinational professional services and accounting firm, from 1978 to 2017, providing enterprise risk management, compliance, and audit services to various public companies. At KPMG, he served as Audit Partner and SEC Reviewing Partner for eight years, Chief Audit Executive for four years, Global and National Partner in Charge of Internal Audit, Risk & Compliance Services for eight years, and ~~Global Engagement Partner~~was the initial leader of KPMG’s ESG practice for two years. Mr. Senko served as a member of the board of directors of Lightning eMotors Inc., and ~~Client Services Partner for seven years.~~as the Audit Committee Chairman, from May 2021 through December 2023. Mr. Senko is also a member of the board of directors of USA Rare Earth, LLC, a private company, since August 2021. Mr. Senko served on the Board of Duquesne University, a private university with approximately 10,000 students, from 2007 to 2016, chairing the Audit and Finance Committee and serving on the Executive and University Advancement Committee. Mr. Senko ~~continues to serve on the university’s Business Advisory Council. Mr. Senko~~ received a bachelor’s degree in business administration from Duquesne University.

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 ~~election~~re-election to the Board.

~~Wolfgang Ziebart~~DIRECTOR
SINCE: 2018~~, age 67, has been a director of~~

AGE: 68

THE BOARD RECOMMENDS A VOTE “FOR” EACH NOMINEE.

Autoliv ~~since December 2015,~~

2024 Proxy Statement

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.

Autoliv

2024 Proxy Statement

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).

Autoliv

2024 Proxy Statement

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 ~~member~~current officer of the ~~Audit Committee~~Company.

■

Mr. Lundstedt is the President of Volvo AB and the ~~Risk and Compliance Committee. Dr. Ziebart was previously a director~~Chief Executive Officer of ~~Autoliv from December 2008 through August 2013, at which time he resigned in order to focus on a new position as Director~~The Volvo Group, Engineering with Jaguar Land Rover, a multinational automotive company, a role he held until March 2015. Dr. Ziebart had a distinguished career within BMW beginning in 1977 which took him to the Board of Management, where he was responsible for R&D and Purchasing. In 2000, he became a Member of the Management Board of Continental AG, a major automotive supplier listed on the Frankfurt Stock Exchange. Between 2004 and 2008, he was President and CEO of Infineon Technologies AG, a global ~~semiconductor~~truck and ~~system solutions provider listed on the Frankfurt Stock Exchange. Dr. Ziebart~~commercial vehicle manufacturer, and Autoliv is ~~presently employed by Jaguar Land Rover in~~ a ~~consulting role related~~supplier to vehicle development. Dr. Ziebart also serves on the Supervisory Board of ASML and is the Chairman of the Supervisory Board of Nordex SE. Dr. Ziebart holds a doctorate degree in mechanical engineering from the Technical University of Munich in Germany.

~~Dr. Ziebart’s extensive knowledge of the automotive industry gained through his years of experience, including his particular experience and skills with engineering and development, supports hisre-election~~ ~~to the Board.~~

~~- 7 -~~

~~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 2017, members of the Company’s management met with certain of the Company’s stockholders to listen to their questions and concerns and discuss a variety of topics, including corporate governance, compensation, performance, strategy and other matters.

~~Board Independence~~

The Board currently consists of eleven members. The Board has determined that all of the director nominees, except Mr. Carlson, 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:

_•

~~Jaguar Land Rover, a multinational automotive company where Dr. Ziebart serves as a technical design director, purchases products from the Company in the ordinary course of business.~~

Volvo Group. The amount received from ~~Jaguar Land Rover~~The Volvo Group did not exceed the greater of $1 million or 2% of ~~Jaguar Land Rover’s~~The Volvo Group’s consolidated gross revenues. ~~Based~~The Board of Directors has determined that Mr. Lundstedt is an independent director.

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.

Autoliv

2024 Proxy Statement

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	—
New Directors		Laurie Brlas

Exiting Directors			Jim Ringler	Min Liu	—
Exiting Directors			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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2024 Proxy Statement

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 ~~foregoing,~~use of information technology, digital media, assessment of cybersecurity threats or other technology to facilitate business objectives. This is important to us as we look for ways to use technology to expand our business, protect our assets, and enhance our internal operations.
	■	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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2024 Proxy Statement

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.

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.

Process Begins: Self-Evaluation materials for Board and Committees distributed in January with directions from the Chair of Nominating and Corporate Governance Committee.

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.

Formal Self-Evaluation/Findings: Board, and committee as relevant, holds a robust discussion of the feedback and findings in the February meetings.

Follow-Up: If necessary, the Board ~~concluded that Dr. Ziebart does not directly~~ or ~~indirectly have a material interest in the transaction with Jaguar Land Rover. The Board has also determined that none of the independent directors has a relationship with the Company other than~~committee implements actions, as ~~a director and/or a stockholder of the Company.~~

~~Board Leadership Structure and Risk Oversight~~appropriate.

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 ~~Chairman~~chairman 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 Chairman~~to determine what structure is in the best interests of the Company and its stockholders based on the current circumstances ~~existing at~~and needs of the ~~time. For several years, the Company had separated the positions of CEO and Chairman and had~~Company.

The Board currently has an independent, ~~Chairman, although~~non-CEO Chairman. In May 2022, the Board ~~has utilized different structures~~determined 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 Jan~~Company’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

~~- 8 -~~

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:

_•Autoliv

~~Presides at all meetings of the Board at which the Chairman is not present, including chairing executive sessions of thenon-management~~ ~~directors;~~25

2024 Proxy Statement

_•

~~Serves as liaison between thenon-management~~ ~~directors and the Chairman;~~

_•

~~Has the authority to call meetings of thenon-management~~ ~~directors;~~

_•

Approves meeting agendas of the full Board after they are prepared by the Chairman, assures that there is sufficient time for discussion of all agenda items, and facilitates approval of the number and frequency of Board meetings;

_•

Is regularly apprised of inquiries from stockholders and involved in correspondence responding to these inquiries when appropriate, and if requested by stockholders, ensures that he or she is available, when appropriate, for consultation and direct communication;

_•

Assists the Nominating and Corporate Governance Committee in its annual evaluation of the CEO’s effectiveness as Chairman and CEO, including an annual evaluation of his or her interactions with the directors and ability to provide leadership and direction to the full Board; and

_•

~~Approves information sent to the Board, including the quality and timeliness of such information.~~

Risk Oversight

The Board ~~is responsible~~has overall responsibility for the oversight of risk management of the Company with various aspects of risk oversight delegated to its committees. The ~~Audit Committee~~Company’s management team is responsible for ~~monitoring financial risk and discussing risk oversight and~~the 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 Development~~governance 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 features~~summary of the ~~Company’s compensation program~~key risk oversight responsibilities that ~~are designed~~the 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 ~~seven~~four 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 ~~2017~~2023 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 ~~seven~~four times in ~~2017.~~2023.

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2024 Proxy Statement

~~- 9 -~~

Board Compensation

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-employee~~and the non- employee Chairman of the Board ~~and~~also receives a supplemental annual retainer as described below. The committee chairs and ~~the Lead Independent Director~~committee members receive compensation in addition to the ~~retainer~~standard 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 to~~provides (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 ~~revised~~between 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 opposed~~retainer. Our Non-Employee Chairman is required to ~~three~~acquire 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 five~~supplement 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 ~~their~~her or his equity compensation.

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2024 Proxy Statement

The following table sets forth the compensation that ournon-employee directors earned ~~or were paid~~ during the year ended December 31, ~~2017~~2023 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 ~~fees paid~~compensation earned for ~~services that were rendered during 2017, as~~

the calendar year.

~~- 10 -~~

(2)

~~follows: (i) aone-time~~ cash payment on the third business day following the 2017 Annual Meeting in satisfaction of both the cash and stock portion of the annual base retainer and the Lead Independent Director and committee chair annual supplemental retainers for service during the period commencing on January 1, 2017 and ending April 30, 2017 (prorated based on the number of full months of service as a~~non-employee~~ ~~director during such period, if applicable), whichone-time~~ payment was made in order to transition to the new service year and payment schedule described above; and (ii) payments for each of the remaining quarterly service periods in 2017 (May – July, August – October and November – January (in the case of the last quarterly service period, prorated for the~~2-month~~ ~~period falling in 2017).~~

~~(2)~~

Reflects the grant date fair value calculated in accordance with FASB Topic 718 of ~~1,156 restricted stock units granted on May 9, 2017,~~RSUs which ~~restricted stock units will~~ vest in one installment on ~~the earlier of the date of the next annual meeting of stockholders or~~ May ~~9, 2018,~~10, 2024, subject to ~~thenon-employee~~ ~~director’s~~ continued service on the vesting date ~~subject to~~and certain exceptions. ~~This table does not include the value of the grant of fully-vested shares of the Company’s common stock received as payment ofone-half~~ of the 2016 annual retainer at the 2017 annual meeting of stockholders in order to transition to the new service year and payment schedule described immediately above, the cash value of which was included in the “All Other Compensation” column for fiscal year 2016 in order to accurately reflect the compensation the~~non-employee~~ ~~directors received for services rendered during the year ended December 31, 2016.~~

~~(3)~~

~~This amount reflects prorated payments to Ms. Evans and Mr. Lorch prior to their departure from the Board in May 2017. All fees were paid in cash.~~

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 and~~Code, the Related Person Transactions Policy, and any amendments or waivers related thereto, are posted on the Company’s website at www.autoliv.com – ~~About Us~~Company – Governance – ~~Ethics and~~Corporate 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 ~~2017~~2023 annual meeting of stockholders.

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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 ratified~~pre-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 ~~determined~~entered 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.

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~~- 11 -~~

Communicating with the Board

Any stockholder or other interested party who desires to communicate with the Board, the ~~lead independent director~~Chairman, 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 ~~Group~~Executive 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 Committees~~Board’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 invite~~that the CEO and the Chairman are routinely invited to attend ~~each~~ committee ~~meeting~~meetings 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
~~Board Committee Composition~~	Ted Senko (Chair)
Audit and Risk Committee		~~January 1 – May 9, 2017~~		~~May 9, 2017 – Current~~Laurie Brlas Hasse Johansson Gustav Lundgren
~~Audit Committee~~		~~Robert W. Alspaugh (C)~~ ~~Aicha Evans~~ ~~David E. Kepler~~ ~~Wolfgang Ziebart~~		~~Robert W. Alspaugh (C)~~ ~~David E. Kepler~~ ~~Wolfgang Ziebart~~
	Frédéric Lissalde (Chair)
Leadership Development and Compensation Committee	Leif Johansson Xiaozhi Liu Martin Lundstedt
	~~James M. Ringler (C)~~ ~~Aicha Evans~~
	Leif Johansson ~~Xiaozhi Liu~~ ~~George A. Lorch~~		~~James M. Ringler (C)~~ ~~Leif Johansson~~ ~~Xiaozhi Liu~~ (Chair)
Nominating and Corporate Governance Committee		~~George A. Lorch (C)~~ ~~Leif Johansson~~ Laurie Brlas Franz-Josef Kortüm ~~Xiaozhi Liu~~ ~~James M. Ringler~~		~~Leif Johansson (C)~~ ~~Franz-Josef Kortüm~~ ~~Xiaozhi Liu~~ ~~James M. Ringler~~
~~Risk and Compliance Committee~~		~~Kazuhiko Sakamoto (C)~~ ~~Robert W. Alspaugh~~ ~~David E. Kepler~~ ~~Wolfgang Ziebart~~		~~David E. Kepler (C)~~ ~~Robert W. Alspaugh~~ ~~Kazuhiko Sakamoto~~ ~~Wolfgang Ziebart~~ Frédéric Lissalde

TheAudit and Risk Committee appoints, subject to stockholder ratification, the Company’s independent ~~auditors~~registered public accounting firm and is responsible for the compensation, retention and oversight of the work of the independent ~~auditors~~registered 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

~~- 12 -~~

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

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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), ~~Kepler~~Ms. 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 to~~approving the terms of contracts ~~to be entered into with~~for 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) and~~Mr. Lissalde (Chair), Mr. L. Johansson, Dr. Liu, and ~~Dr. Liu.~~Mr. Lundstedt. The Leadership Development and Compensation Committee met ~~five~~four 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 the~~By-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 laws~~renewals and ~~regulations applicable to~~issuances 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 associates~~European Medium Term Note Programme. The members of the ~~Company that~~Funding Committee are ~~designed to support lawful~~Dr. Liu, Mr. Kortüm, and ~~ethical business conduct~~Mr. Senko. No compensation is paid for service on this special committee. The Funding Committee acted by ~~the Company~~written consent once in 2023.

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2024 Proxy Statement

Audit and ~~its employees~~Risk 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.

~~Audit Committee Report~~

~~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 Us~~Company – 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 has~~Senko and Ms. Brlas have each been determined by the Board to qualify as an “audit committee

~~- 13 -~~

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 on~~independent 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, ~~2017~~2023 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 are~~registered 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 to~~registered 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 by~~continued retention of Ernst and Young to serve as the ~~Public Company Accounting Oversight Board’s applicable requirements regarding the~~Company’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 of~~non-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.

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2024 Proxy Statement

The Audit and Risk Committee can be contacted regarding accounting, internal accounting controls, auditing, compliance, or ~~auditing~~risk management matters as follows:

The Audit and Risk Committee

c/o ~~Group~~Executive 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 ~~Chairman~~Chair 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

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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 Us~~Company – Governance ~~– Board of Directors –~~–– Committees and can also be obtained free of charge in print by request from the Company using

~~- 14 -~~

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, Sakamoto~~Lissalde, 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. In~~views, 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 ~~Nominating~~committee 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 ~~shall~~and 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 and~~include directors with a ~~wide~~diverse range of backgrounds, perspectives, and management, operating, finance and engineering ~~skills. The Nominating~~skills 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 ~~chairman~~Chair of the committee or another member of the committee will contact such person. Generally, if the person

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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.

~~- 15 -~~

The Nominating and Corporate Governance Committee can be contacted as follows:

The Nominating and Corporate Governance Committee

c/o ~~Group~~Executive 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 ~~Chairman~~Chair 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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2024 Proxy Statement

~~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 Us~~Company – 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’s~~CEO’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 Committee~~advisor with respect to executive and non-employee director compensation matters. ~~In 2017, the~~The Company also engaged Willis Towers Watson Consulting AB (“Willis Towers Watson”) ~~as a~~and 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 consultants~~Meridian, Towers Watson, and Mercer and the scope of their engagement, see ~~page 31~~pages 54-56 of this Proxy Statement.

~~- 16 -~~

The Leadership Development and Compensation Committee considered the independence of Meridian, Mercer, and Towers Watson ~~and FW Cook in light of~~under 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 Cook~~the 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 ~~Group~~Executive 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~~

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).

~~- 17 -~~

Leadership Development and Compensation Committee Report¹

The Leadership Development and Compensation Committee has reviewed and discussed with management the Company’s ~~Compensation Discussion and Analysis~~CD&A and, based on such review and discussions, has recommended to the Board that the ~~Compensation Discussion and Analysis~~CD&A be included in this Proxy Statement and incorporated by reference into the Company’s ~~2017~~2023 Annual Report on Form10-K.

~~James M. Ringler, Chairman~~

	Frédéric Lissalde, Chair
	Leif Johansson
	Xiaozhi Liu
	Martin Lundstedt

¹The 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~~

Autoliv

2024 Proxy Statement

~~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. rules~~This section and ~~standards are described in the “Corporate Governance” section beginning on page 8~~other parts of this Proxy ~~Statement. In addition, this Proxy~~ Statement ~~provides~~provide 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.

Forward-Looking Statements

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 related~~general 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-off~~financial 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

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.

~~- 18 -~~

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 ~~requirements~~needs 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

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, ~~2017~~2022 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

2024 Proxy Statement

Executive Officers of the Company

~~- 19 -~~

~~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
OFFICER AND
EXECUTIVE VICE
PRESIDENT,
FINANCE
SINCE: 2020

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
PRESIDENT,
LEGAL AFFAIRS,
GENERAL
COUNSEL, AND
SECRETARY
SINCE: 2018

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.

~~- 20 -~~

Autoliv

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
PRESIDENT,
HUMAN
RESOURCES AND
SUSTAINABILITY
SINCE: 2023

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 Moelven~~E-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.

~~- 21 -~~

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~
EXECUTIVE VICE
PRESIDENT
AND CHIEF
TECHNOLOGY
OFFICER
SINCE: 2018
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.

EXECUTIVE VICE
PRESIDENT,
GLOBAL
SUPPLY CHAIN
MANAGEMENT
SINCE: 2019

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

2024 Proxy Statement

EXECUTIVE VICE
PRESIDENT
QUALITY AND
PROGRAM
MANAGEMENT
SINCE: 2023

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,
AUTOLIV
AMERICAS
SINCE: 2020

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,
AUTOLIV EUROPE
SINCE: 2023

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

2024 Proxy Statement

PRESIDENT,
AUTOLIV ASIA
SINCE: 2020

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,
AUTOLIV CHINA
SINCE: 2022

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
CONTROL
SINCE: 2020

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

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, ~~2017~~2023 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, ~~2018~~2024 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
(19 individuals)(7)
   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⁾
50 Hudson Yards
New York, NY 10001, USA
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

2024 Proxy Statement

* Less than 1%

(1)

Based on ~~87,087,509~~82,387,761 shares of the Company’s common stock outstanding as of February ~~28, 2018~~29, 2024, except as noted below. The figures in the table and notes thereto represent beneficial ownership and sole voting and investment power except where indicated.

(2)

Includes restricted stock units and performance stock units that vested on February ~~15, 2018~~18, 19, and ~~February 16, 2018~~21 and shares which the following individuals have the right to acquire upon exercise of options exercisable within 60 days: ~~Jan Carlson~~Kevin Fox – ~~26,562 shares and Steven Fredin – 9,362 shares.~~200.

(3)

The number of shares owned was provided by Alecta pensionsförsäkring, ömsesidigt pursuant to Amendment No. 7 to its Schedule 13G filed with the SEC on February 7, 2018, indicating beneficial ownership as of December 31, 2017. Alecta pensionsförsäkring, ömsesidigt reported sole power to vote and dispose of all such shares.

~~(4)~~

The number of shares owned was provided by Cevian Capital II GP Limited (“Cevian”) pursuant to ~~Amendment No. 1 to~~ its ~~Schedule 13D~~Form 4 filed with the SEC on ~~March 13, 2018,~~August 31, 2022, indicating beneficial ownership as of ~~March 12, 2018.~~August 31, 2022. Cevian reported sole power to vote and dispose of all such shares. ~~The ownership percentage for Cevian used in its Schedule 13D/A is calculated based upon 87,087,509 shares of Common Stock outstanding as of February 28, 2018.~~

~~(5)~~

(4)

The number of shares owned was provided by ~~AMF Pensionsförsäkring AB,~~FMR LLC (“Fidelity”) pursuant ~~to Amendment No. 5~~ to its Schedule 13G filed with the SEC on February ~~7, 2018,~~9, 2024, indicating beneficial ownership as of December 31, ~~2017. AMF Pensionsförsäkring AB~~2023. Fidelity reported sole power to vote and dispose of ~~3,300,000~~all such shares.

(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 ~~shared~~sole dispositive power of 5,178,148 shares.

(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 ~~2,229,279~~all such shares.

~~(6)~~

(7)

~~Mr. H. Johansson and Mr. Senko were elected to the Board of Directors on March 2, 2018.~~

~~(7)~~

Includes ~~57,667~~(i) 960 shares issuable upon exercise of options exercisable within 60 days and (ii) restricted stock units and performance stock units that vested on February ~~15, 2018~~18, 19, and ~~February 16, 2018.~~21.

Autoliv

2024 Proxy Statement

Compensation Discussion and Analysis

~~- 22 -~~

Introduction
~~COMPENSATION DISCUSSION AND ANALYSIS~~
~~Introduction~~
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 ~~“named~~named executive ~~officers”~~officers during the last completed fiscal year, and discusses the principles and ~~decisions~~policies underlying our executive compensation ~~policies~~decisions and the ~~most important~~key factors relevant to an analysis of these ~~decisions and policies.~~decisions.
Our Named Executive Officers in ~~2017~~2023
In accordance with the relevant rules and regulations promulgated by the SEC, our ~~“named~~named executive ~~officers” are~~officers include anyone who served as the CEO ~~the~~or 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:~~
■ _• ~~Jan Carlson~~Mikael Bratt (President and CEO),
_•
■ ~~Mats Backman (CFO and Group~~Fredrik Westin (Executive Vice President, ~~Finance),~~Finance and CFO)
_•
■ Kevin Fox (President, Autoliv Americas)
~~Mikael Bratt~~
■ Sng Yih (President, ~~Passive Safety),~~Autoliv China)
_•
■ ~~Steven Fredin (CTO and Group Vice President, Business Development), and~~
_• ~~Lars Sjöbring (Group~~Anthony Nellis (Executive Vice President Legal Affairs, General Counsel and Secretary).
■ Frithjof Oldorff (Former President, Autoliv Europe)
Executive Summary
The following ~~provides~~is a brief overview of ~~our~~the fiscal year ~~2017~~2023 compensation program for our named executive officers:
■ _• Total compensation for our named executive officers ~~in 2017 continued to consist~~generally consists of base salary, annualnon-equity incentives, long-term incentive (“LTI”) equity ~~incentives~~awards, retirement/pension-related benefits, and ~~retirement/pension~~other benefits.
■ 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 ~~benefits.~~to EPS (60%), Relative Organic Sales Growth (25%) and the Company‘s Emissions of Greenhouse Gas (15%). Any earned 2023 PSUs cliff vest in the first quarter of 2026.
_•
■ 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. ~~In 2017:~~
_•
– ~~Each of our named~~Our annual non-equity incentive awards for 2023 were based on Adjusted Operating Income (50%) and Adjusted Cash Conversion (50%). For executive officers ~~other than Mr. Bratt was eligible to earn an annual~~in Division Europe, the 2023 non-equity incentive ~~award~~awards were based on ~~our group operating income.~~
_• ~~Mr. Bratt was eligible to earn an annualnon-equity~~ ~~incentive award based group operating income (75%~~Division Europe Adjusted Operating Income (50%), ~~Passive Safety segment’s~~Adjusted Operating Income (25%), and Adjusted Cash Conversion ~~(12.5%) and Passive Safety segment’sNon-quality~~ ~~Costs (12.5%~~(25%).
_• Performance shares (PSs) comprised 50% of our long-term incentive program for 2017 and the criteria for all named executive officers were “Group CAGR Sales Growth” and “EPS CAGR Growth in Relation to Global Light Vehicle Production Growth”, each weighted equally and in each case measured over a period of three years.
_• Commencing with the grants in February 2017, dividend equivalent rights will accrue on PSs and restricted stock units (RSUs). Any cash dividend paid with respect to our common stock for which the record date occurs on or after the grant date and for which the payment date occurs on or before the vesting date will result in a credit of additional PSs and RSUs subject to the same vesting schedule as the underlying PSs and RSUs.
_• As a result of ~~its~~the achievement of the performance goals and considering an adjustment approved by the LDCC, each executive officer outside our Europe Division earned 164% of the target payout, and executive officers in our Europe Division earned 105% of the target payout.
– 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, ~~during 2017,~~ the ~~Leadership Development and Compensation Committee (the “Compensation Committee”)~~LDCC concluded that our compensation programs do not create risks that are ~~reasonably~~ likely to have a material adverse effect on Autoliv.
■ 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.
~~- 23 -~~
Compensation Philosophy
Our Compensation ~~Philosophy(1)~~Philosophy for our executive management is set forth below.
Dimension Description
~~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, ~~the~~our executive compensation programs ~~we provide~~ have the following objectives:
Objective A:A: Offer total compensation and benefits sufficient to attract, motivate, and retain the management talent necessary to ensure the Company’s continued success.
Objective B:B: Align the interests of the executives and the stockholders.
Objective C:C: Reward performance ~~in a given~~each year and over a sustained period using straightforward, ~~programs~~pre-established metrics and goals to communicate our performance expectations.
Objective D:D: Encourage company-wide cooperation among members of the executive, ~~regional~~divisional, and ~~business unit~~functional management teams and throughout the Company.
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, ~~long-term~~long- term equity incentives, retirement/pension, and other benefits. The Company believes that a balanced compensation structure focuses our executive officers on increasing long-term stockholder value while providing fewer incentives for undue risk in the short-term.
Component 1
Base Salary
Supporting Objective A
Purpose:Provides a set level of pay ~~that~~warranted by market practice for position and sustained individual ~~performance warrants.~~performance. A competitive base salary is important to attract and retain an appropriate caliber of talent for the position.
~~The Compensation Committee also intends for base salary to comprise, on average over time, 40% of total direct compensation for the CEO and 50% for other named executive officers.~~
Component 2 Short-Term ~~Incentive~~

Incentives
Supporting ~~Objective~~Objectives A, B, C, & D
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 ~~its respective business segments’~~divisional performance.
Autoliv 47 2024 Proxy Statement
Dimension Description
Component 3 Stock Incentive
Supporting ~~Objective~~Objectives A, B,C & D
Purpose:Provides our executive officers with incentives to build longer-term value for our stockholders while promoting retention of critical ~~executives.~~executives and creating ownership alignment.
~~- 24 -~~
~~Dimension~~ ~~Description~~
Component 4 ~~Pension /~~ Pension/Retirement
and Other Benefits
Supporting Objective A
Purpose:Provides additional value for our executives by competitive and ~~market- aligned~~market-aligned benefits.
All newly hired or promoted senior executives participate in defined contribution plans rather than defined benefit ~~plans (with the exception of certain senior executives that participate in location-specific defined benefits plans)~~plans.
Market and Market Position
The ~~Compensation Committee’s~~LDCC’s objective is to consider and, where appropriate, approximate the market median⁽¹⁾ for base salaries as well as target total direct compensation of the relevant market data primarily linked to the country in which the named executive officer is located. The ~~Committee~~LDCC also may take a relevant international peer group comparison into account as a secondary input to compensation setting process.⁽¹⁾
How to Use Market Data
We objectively select relevant peer groups for benchmarking and consider the competitive environment ~~where~~of our significant operations and ~~markets are located in order~~market locations to provide a compensation package that optimizes value to the participant and cost to the Company. The ~~Compensation Committee~~LDCC and management believe that it is their responsibility to use ~~discretion and make~~ informed ~~judgments~~judgment as to individual compensation packages or pay levels that may occasionally deviate above or below our target pay strategy based on such factors as:
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.
~~(1)~~ In 2017, the Compensation Committee made certain changes to our stated compensation philosophy, including stating that the Compensation Committee’s objective is that base salaries and total direct compensation approximate the median of the relevant market data (opposed to the market median, +/- 25%) and adding that it may use an international peer group as a secondary input in the compensation process.
Base Salaries
Initial base salaries are primarily a function of the ~~Compensation Committee’s~~LDCC’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’s~~LDCC’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 ~~was~~is located. As part of the ~~2017~~2023 compensation review at the ~~Compensation Committee~~beginning of 2023, the LDCC increased ~~based~~base 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
~~- 25 -~~
Annual Non-Equity Incentives
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. ~~Target~~Market-based target payout ~~amounts~~opportunities 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
President and CEO
0%
60%
120%
Fredrik Westin
Executive Vice President and
Chief Financial Officer
0%
50%
100%
Kevin Fox
President, Autoliv Americas
0%
50%
100%
Sng Yih
President, Autoliv China
0%
50%
100%
Anthony Nellis
EVP Legal Affairs, General Counsel, and Secretary
0%
35%

70%
Frithjof Oldorff
Former President, Autoliv Europe
0%
50%
100%
Our annualnon-equity incentive award program used a ~~single~~limited number of performance ~~criterion~~criteria for many ~~years – “Group Operating Income”.~~years. The Company believes that using a limited number of established ~~measures~~metrics 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 / Segment~~company performance rather than individual or local performance mitigates the risk of excessive risk-taking that could arise from individual ~~performance~~performance- 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 no~~our 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 criteria~~costs related to ~~our segments for those executives in roles that are responsible for segments, as summarized in~~antitrust 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% -   -
~~- 26 -~~
~~Group Operating Income~~
~~Group~~Payments 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”.~~
■ _•No annual incentive payment if the 2023 Adjusted Operating Income was equal to or less than 70% of the 2022 Adjusted Operating Income.
■ ~~Threshold:~~ If the 2023 Adjusted Operating Income ~~is 70%~~was equal to or ~~less~~more than 130% of the ~~previous year’s~~2022 Adjusted Operating Income, the ~~Company does not pay any annual incentive.~~
_• ~~Maximum: If the Operating Income is 130% or more of the previous year’s Operating Income, the~~incentive payment ~~equals~~would be equal to two times the target amount for the respective performance period, the maximum payout.
■ _• ~~Target:~~ If the 2023 Adjusted Operating Income iswas between 70% and 130% of the ~~previous year’s~~2022 Adjusted Operating Income, the incentive ~~is calculated through linear interpolation (“along a straight line”) between said levels.~~
~~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.~~
_• ~~Threshold: If the Cash Conversion is 80% or less of the previous year’s Cash Conversion, the Company does not pay any annual incentive.~~
_• ~~Maximum: If the Cash Conversion is 120% or more of the previous year’s Cash Conversion, the~~ payment ~~equals two times the target amount, the maximum payout under the program.~~
_• ~~Target: If the Cash Conversion is between 80% and 120% of the previous year’s Cash Conversion, the incentive is~~would be calculated through linear interpolation between said levels.
Autoliv 49 2024 Proxy Statement
“~~Passive Safety~~Adjusted 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~~ ~~costs~~Flow (Operating Cash Flow minus Capex, net) in relation to ~~net sales~~Net Income expressed in percentage of ~~Passive Safety Segment.Non-quality~~ ~~costs include premium freight in/out, waste & scrap, inventory adjustments~~ and~~sub-contracted~~ ~~rework.”~~
~~Achievement~~ adjusted for effects from antitrust related matters, capacity alignment, and their related tax impacts. Fifty percent (50%) of the~~Non-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%.
■ ~~Threshold:~~
If the~~Non-Quality~~ ~~Cost is 100%~~ Adjusted Cash Conversion was equal to or more ofthan 90%, the ~~previous year’sNon-Quality~~ ~~Cost, the Company does not pay any annual incentive.~~
_• ~~Maximum: If theNon-Quality~~ ~~Cost is 70%% or less of the previous year’sNon-Quality~~ ~~Cost, the~~incentive payment ~~equals~~would be equal to two times the target amount for the respective performance period, the maximum ~~payout under~~payout.
■
If the ~~program.~~
~~- 27 -~~
_• ~~Target: If theNon-Quality~~ ~~Cost is~~Adjusted Cash Conversion was between ~~100%~~50% and ~~70% of the previous year’sNon-Quality~~ ~~Cost,~~90%, the incentive ispayment would be calculated through linear interpolation between said levels.
~~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.~~
~~ActualPay-Out AnnualNon-Equity~~ ~~Incentive Program~~
~~Year~~ ~~All Named Executive Officers~~
~~except Mikael Bratt~~ ~~Mikael Bratt~~
~~2017~~
~~1.00 x target~~ ~~0.89 x target~~
~~2016~~
~~1.55 x target~~ ~~1.55 x target~~
~~2015~~
~~1.02 x target~~ ~~N/A~~
The ~~Compensation Committee~~LDCC 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 Committee~~LDCC exercised such ~~discretion~~judgment, 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 so~~25% 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 ~~recent~~an 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
LTI Equity ~~Incentives~~
~~Long-term~~LTI equity ~~incentives (LTI)~~ for our named executive officers and other key employees ~~represent~~represents a significant part of their total ~~direct~~ compensation. In ~~2017,~~2023, the LTI program had ~~374~~339 participants, compared to ~~334~~318 participants in ~~2016~~2022, and ~~313~~309 participants in ~~2015.~~2021.
~~The target value of~~
For our ~~named~~ executive officers, ~~long-term incentive mix was comprised~~equity 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 Committee~~LDCC determined ~~2017 approved target~~2023 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 Committee~~LDCC 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 Committee~~LDCC believed appropriate based on individual performance, industry conditions, and other criteria as discussed in the “Compensation Philosophy” above. The ~~Compensation Committee~~LDCC 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’s~~LDCC’s review.
~~Restricted Stock Units~~RSUs. . We believe that RSUs provide a powerful tool to create executive ownership and retain valuable executives because:
■ _•
RSUs are easy to ~~understand~~communicate and ~~communicate;~~understand;
■ _•
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 ~~also~~ mitigate excessive risk-taking by focusing management on long-term value creation and ownership accumulation that provides alignment with stockholders.
~~- 28 -~~
RSUs ~~generally~~granted 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 Shares~~PSUs. We believe that ~~PSs~~PSUs focus and direct the efforts of our executives toward the attainment of critical ~~multi-year~~strategic corporate objectives as well as further encourage employment retention because:
■ _•
The performance metrics selected for the ~~PSs~~PSUs are reflected in our long-term value ~~creation~~creation; and
■ _•
Due to the three-year ~~performance~~vesting period, ~~PSs parallel the RSUs in~~PSUs similarly serve as a retention tool, encouraging the executive to ~~stay~~continue with the Company or forfeit potential significant accumulated value.
~~The executive officer~~
PSUs granted in 2023 may ~~earn0-2x~~ ~~the target number of PSs~~be earned based on the Company’s achievement of ~~specified~~performance 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 CAGR~~LDCC 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 to~~future awards, where awards assumed by the ~~CAGR for Global Light Vehicle Production reported~~acquiring 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. Any~~rights. 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 result~~results in a credit of additional ~~PSs~~PSUs and RSUs, which additional ~~PSs~~PSUs and RSUs are subject to the same earnout and vesting schedule as the underlying ~~PSs~~PSUs and RSUs.
Autoliv 51 2024 Proxy Statement
How We Value Equity Awards. ~~For accounting purposes and when~~When internally assessing and communicating equity compensation, we use a model ~~which~~that 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 program~~regular 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 result~~well 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 ~~programs~~benefits required by ~~local~~applicable 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 ~~participate~~participated in location-specific defined benefit ~~plans, as in the case of Mr. Fredin)~~plans).
~~- 29 -~~
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
~~Retirement – Defined~~Name
Level of Contribution ~~Level~~
~~As % of annual base salary~~
~~Name~~    Mikael Bratt ~~Level~~47% of ~~Contribution~~base salary
~~Jan Carlson~~
Fredrik Westin ~~48%~~35% of base salary
~~Mats Backman~~
Anthony Nellis
Kevin Fox ~~35%~~
See below
~~Mikael Bratt~~
Sng Yih ~~35%~~None
~~Steven Fredin (1)~~
Frithjof Oldorff ~~See below and “Nonqualified Deferred Compensation” table~~
~~Lars Sjöbring (1)~~
~~35%~~10% of base salary
~~(1)~~ ~~Comprises contributions to both 401(k) andnon-qualified~~ ~~contribution plans.~~
~~Both~~ Messrs. ~~Fredin~~Fox and ~~Sjöbring~~Nellis participated in a 401(k) plan available to ~~U.S. based~~U.S.-based employees in ~~2017.~~2023. Under this plan, the Company ~~makes~~made 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. ~~Fredin~~Fox and ~~Sjöbring~~Nellis also participate in a non-qualified defined contribution plan.
Defined Benefits Program. Messrs. Fox and Nellis participated in a~~non-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. ~~Carlson~~Fox and ~~Fredin,~~Nellis, none of our named executive officers are parties to a defined benefit arrangement with the Company.
Retiree Medical Plan. ~~Mr. Fredin is~~Messrs. Fox and Nellis are eligible to participate in a retiree medical plan, available to all employees employed in the U.S. ~~that~~who 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. Fredin~~the 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 named~~Agreements. Named executive officers ~~has an employment agreement~~have agreements with the Company, pursuant to which ~~he is~~they 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 ~~pursuant~~are subject to ~~which the executive is entitled to certain severance benefits in the event~~double-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 the~~30-day~~ ~~period commencing one year after the CiC~~transaction 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 limiting~~~~future~~ ~~CiC agreements to a “double-trigger” arrangement, which means that the severance benefit is not provided unless the participant incurs an involuntary~~covered 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.
~~- 30 -~~
~~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 Committee~~LDCC
The ~~Compensation Committee~~LDCC annually reviews our named executive officers’ pay levels and target incentive opportunities versus the competitive market and considers information provided by (i) the ~~consultants~~independent consultant regarding trends, (ii) input from the ~~Group~~Executive 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 Committee~~LDCC Consultant
The ~~Compensation Committee~~LDCC regularly engages an independent advisor, who reports directly to the ~~Compensation Committee.~~LDCC. The independent advisor attends routine meetings of the ~~Compensation Committee~~LDCC and provides independent perspective and advice to the ~~Compensation Committee~~LDCC 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’s~~LDCC’s advisor, ~~FW Cook, may be~~Meridian, 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 Officer~~CEO
Our CEO regularly participates in the meetings of the ~~Compensation Committee.~~LDCC. The CEO and ~~Group~~Executive Vice President, Human Resources and Sustainability work together to develop a recommendation to present to the ~~Compensation Committee~~LDCC 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 ~~impact~~influence on the compensation paid to the other named executive officers. In addition, the ~~Compensation Committee~~LDCC 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 Committee~~LDCC 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 officer~~the (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 case~~and (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
~~- 31 -~~
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 is~~All 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 a~~Our Board is required to recoup earned performance-based incentive compensation ~~recoupment policy that requires~~from 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 compensation~~in the event an executive is found acting in a manner that is ~~subsequently determined not~~harmful 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 Committee~~LDCC 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 features~~fixed 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 financial~~mitigate 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:~~
_• A Balanced Mix of Compensation Components – The target compensation mix for our executive officers is composed of base salary, annual cash incentives, long-term equity incentives and retirement/pension provisions, representing a mix that is not overly weighted toward short-term cash incentives.
_• Multiple Performance Factors – Our incentive compensation plans use both Company-wide and business-segment goals. Annual cash incentives for corporate participants are heavily dependent on Operating Income performance, while long-term performance shares reward growth in sales and EPS.
_• ~~Long-term Incentives – Our long-term incentives are equity-based and generally have a three-year vesting schedule to complement our annual cash based incentives.~~
_• ~~Capped Incentive Awards – Annual incentive awards and performance share awards are capped at 200% of target.~~
_• ~~Stock Ownership Guidelines – Our guidelines call for meaningful share ownership, which aligns the interests of our executive officers with the long-term interests of our stockholders.~~
_• Clawback Policy – Our Board is authorized to recoup earned incentive compensation in the event of a material restatement of the Company’s financial results due to fraud, intentional misconduct, negligence, or dereliction of duties by the executive officer.
independent LDCC oversight. Additionally, the ~~Compensation Committee~~LDCC annually ~~considers~~reviews 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 Committee~~LDCC concluded that our compensation ~~programs do~~program does not create risks that are reasonably likely to have a material adverse effect on Autoliv. In making this determination, the ~~Compensation Committee~~LDCC reviewed the key design elements of our compensation ~~programs~~program 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.
~~2017~~2023 Executive Compensation Decisions
The Process
The total compensation of our named executive officers is reviewed ~~every year.~~annually. The ~~Compensation Committee~~LDCC considers changes in the compensation levels after it reviews the relevant peer group or local market data (per position). The ~~Compensation Committee~~LDCC uses this information as one input in its decision-making process. In addition to market data, the ~~Compensation Committee~~LDCC 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 Committee~~LDCC reviews, provides feedback, and approves the final recommendations for the compensation of our named executive officers.
~~- 32 -~~
The ~~Compensation Committee~~LDCC reviewed and decided on the ~~2017~~2023 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 been~~was supported by ~~the comprehensive analysis~~data obtained from Willis Towers Watson and ~~market review prepared by Towers Watson.~~Mercer.
The ~~Advisors~~LDCC Consultant
Throughout the ~~decision making~~decision-making process for ~~2017~~2023 compensation, which included the ~~Compensation Committee’s December 2016 and February 2017 meetings, and during~~LDCC’s November 2022 meeting, the ~~other Compensation Committee meetings, which included May, August, November and December 2017 meetings, the Compensation Committee~~LDCC engaged ~~FW Cook~~Meridian who reported directly to the ~~Compensation Committee. During 2017, FW Cook attended the majority of the Compensation Committee’s meetings and~~LDCC. Meridian provided input ~~for each meeting, including:~~as per the following:
(i) ~~(i)~~ independent perspective and advice to the ~~Compensation Committee~~LDCC on various aspects of the Company’s total compensation system;
(ii) ~~(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)~~ ~~the regulatory developments in executive and director compensation;~~

~~(iv)~~ (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 ~~members of the Board.~~non-employee directors.
~~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.
~~The~~ Peer Groups
In line with the principles of our compensation philosophy applicable as of December ~~2016~~2022 for the compensation review of our named executive officers, the ~~Compensation Committee~~LDCC reviewed the ~~most current~~most-current compensation data available in selected ~~markets. This included~~markets, 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 ~~its~~in setting the 2023 compensation for our senior executive officers. Willis Towers Watson and Mercer used their proprietarynon-disclosed compensation ~~database~~databases 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.~~
~~- 33 -~~
Swedish Peer Group
Messrs. ~~Carlson, Backman~~Bratt and ~~Bratt~~Westin. In considering 2023 compensation ~~for 2017~~ for our named executive officers based in Sweden, ~~(Messrs. Carlson, Backman and Bratt),~~ the ~~Compensation Committee~~LDCC 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 2017~~Peer 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 converted~~companies:
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
~~- 34 -~~
U.S. Peer Group
Messrs. ~~Fredin~~Fox and ~~Sjöbring.~~Nellis. In considering 2023 compensation for ~~2017 for Messr. Fredin and Sjöbring,~~our executive officers based in the ~~Compensation Committee~~U.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 ~~comprising~~based on data availability, relevancy, and size. One company (Cooper Standard) from the ~~2017~~2022 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
Autoliv 56 2024 Proxy Statement
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 ~~2017~~2023 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 Committee~~LDCC reviews the compensation for the executives taking into consideration current market position and internal, external, and personal factors, ~~into consideration~~including, 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 located~~and 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);
~~Within -/+ 5%~~■ annual target non-equity incentive level (60% of base salary) and the ~~peer group median – “at” median~~associated cap (2x target) remained unchanged;
■ 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);
~~Within -/+5-20%~~■ annual target non-equity incentive level was increased from 45% to 50% of base salary with the ~~peer group median – “moderately below/above” the peer group median~~associated cap remaining at 2x target;
■ 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.
Autoliv ~~Outside -/+20-50%~~57 2024 Proxy Statement
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 ~~peer group median – “below/above”~~associated cap remaining at 2x target;
■ 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 ~~peer group median~~associated cap (2x target) remained unchanged;
■ 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.

~~- 35 -~~
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:~~
_• ~~base salary was moderately above the peer group’s median;~~
_• ~~total cash compensation (base salary plus target annualnon-equity~~ ~~incentive award) was above the peer group’s median;~~
_• ~~total direct compensation (total cash compensation plus the value of long-term incentives) was above the peer group median; and~~
_• ~~total remuneration (total direct compensation plus the value of the retirement/pension related compensation) was above the market median.~~
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.
~~Base Salary~~
~~Adjustment for~~
~~2017~~
~~Target STI~~
~~Adjustment for~~
~~2017~~
~~Approved Target~~
~~Grant Value of~~
~~Stock Incentive~~
~~Plan for 2017~~
~~Retirement/Pension~~
~~Solution for~~
~~2017~~
~~Increased by~~
~~5.0%~~ ~~No change~~
~~(remained at the~~
~~same target level –~~
~~75% of base~~
~~salary)~~ ~~No-change~~
~~(remained at the~~
~~same grant value~~
~~in USD)~~ ~~No change~~
~~(contribution level~~
~~remained at 48%~~
~~of base salary)~~
~~Mats Backman~~~~. Pursuant to the December 2016 analysis provided by Towers Watson, Mr. Backman’s:~~
_• ~~base salary was moderately above the peer group median;~~
_• ~~total cash compensation (base salary plus target annualnon-equity~~ ~~incentive award) was above the peer group median;~~
_• ~~total direct compensation (total cash compensation plus the value of long-term incentives) was above the peer group median; and~~
_• ~~total remuneration (total direct compensation plus the value of the retirement/pension related compensation) was above the peer group median.~~
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.
~~Base Salary~~
~~Adjustment for~~
~~2017~~
~~Target STI~~
~~Adjustment for~~
~~2017~~
~~Approved Target~~
~~Grant Value of~~
~~Stock Incentive~~
~~Plan for 2017~~
~~Retirement/Pension~~
~~Solution for~~
~~2017~~
~~Increased by~~
~~4.0%~~ ~~No change~~
~~(remained at 45%~~
~~of base salary)~~ ~~No-change~~
~~(remained at the~~
~~same grant value~~
~~in USD)~~ ~~No change~~
~~(contribution level~~
~~remained at 35%~~
~~of base salary)~~
~~- 36 -~~
~~Mikael Bratt~~~~. Pursuant to the December 2016 analysis provided by Towers Watson, Mr. Bratt’s:~~
_• ~~base salary was above the peer group median;~~
_• ~~total cash compensation (base salary plus target annualnon-equity~~ ~~incentive award) was above the peer group median;~~
_• ~~total direct compensation (total cash compensation plus the value of long-term incentives) was above the peer group median; and~~
_• ~~total remuneration (total direct compensation plus the value of the retirement/pension related compensation) was above the peer group median.~~
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.
~~Base Salary~~
~~Adjustment for~~
~~2017~~
~~Target STI~~
~~Adjustment for~~
~~2017~~
~~Approved Target~~
~~Grant Value of~~
~~Stock Incentive~~
~~Plan for 2017~~
~~Retirement/Pension~~
~~Solution for~~
~~2017~~
~~Increased by~~
~~4.0%~~ ~~No change~~
~~(remained at 45 %~~
~~of base salary)~~
~~No-change~~
~~(remained at the~~
~~same grant value~~
~~in USD)~~
~~No change~~
~~(contribution level~~
~~remained at 35%~~
~~of base salary)~~
~~Steve Fredin~~~~. Pursuant to the December 2017 analysis provided by Towers Watson, Mr. Fredin’s:~~
_• ~~base salary was around 60% above the peer group median;~~
_• ~~total cash compensation (base salary plus target annualnon-equity~~ ~~incentive award) was above the peer group median;~~
_• ~~total direct compensation (total cash compensation plus the value of long-term incentives) was above the peer group median; and~~
_• ~~total remuneration (total direct compensation plus the value of the retirement/pension related compensation) was above the peer group median.~~
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.
~~Base Salary~~
~~Adjustment for~~
~~2017~~
~~Target STI~~
~~Adjustment for~~
~~2017~~
~~Approved Target~~
~~Grant Value of~~
~~Stock Incentive~~
~~Plan for 2017~~
~~Retirement/Pension~~
~~Solution for~~
~~2017~~
~~Increased by~~
~~3.5%~~ ~~No change~~
~~(remained at 45 %~~
~~of base salary)~~ ~~No-change~~
~~(remained at the~~
~~same grant value~~
~~in USD)~~ ~~No change to~~
~~retirement /~~
~~pension~~
~~components~~
~~Lars Sjöbring~~~~. Pursuant to the December 2017 analysis provided by Towers Watson, Mr. Sjöbring’s:~~
_• ~~base salary was above the peer group median;~~
_• ~~total cash compensation (base salary plus target annualnon-equity~~ ~~incentive award) was at the peer group median;~~
~~- 37 -~~
_• ~~total direct compensation (total cash compensation plus the value of long-term incentives) was below the peer group median; and~~
_• ~~total remuneration (total direct compensation plus the value of the retirement/pension related compensation) was moderately below the peer group median.~~
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.
~~Base Salary~~
~~Adjustment for~~
~~2017~~
~~Target STI~~
~~Adjustment for~~
~~2017~~
~~Approved Target~~
~~Grant Value of~~
~~Stock Incentive~~
~~Plan for 2017~~
~~Retirement/Pension~~
~~Solution for~~
~~2017~~
~~Increased by~~
~~4.0%~~ ~~No change~~
~~(remained at 35 %~~
~~of base salary)~~ ~~No-change~~
~~(remained at the~~
~~same grant value~~
~~in USD)~~
~~No change~~
~~(contribution level~~
~~remained at 35%~~
~~of base salary)~~
~~2017~~2023 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 Committee~~LDCC believes these ~~benefits~~additional 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 ~~2017~~2023 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 Committee~~LDCC 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 stockholders~~held 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 occur~~occurs at the ~~2023~~2029 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:~~
Autoliv 58 2024 Proxy Statement
_• ~~The 2018annual non-equity incentive~~ award program will be comprised of two parts: (i) for the period between January 1, 2018 and the separation date, no performance targets will be set and each participant will receive an amount equal to his or her target award,~~pro-rated~~ ~~based on the number of months in the shortened period; and (ii) for the period between the separation date and December 31, 2018, each participant will be eligible to earna non-equity incentive~~ ~~award,pro-rated~~ ~~based on the number of months in the shortened period, based upon the level of achievement of performance goals to be set by our Compensation Committee or thespun-off~~ ~~entity’s Compensation Committee, depending upon where the participant is employed following the separation.~~
_• The 2018 long-term incentive award program will be comprised solely of RSUs, which vest on the third anniversary of the date of grant, subject to the grantee’s continued employment on the vesting date.
~~- 38 -~~
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. ~~Fredin~~Fox 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 order~~we applied for 2023 compensation to facilitate comparison. ~~Thus, while~~While 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’s~~LDCC’s review of compensation may vary significantly from the exchange rates prevailing at the time this Proxy Statement is prepared. As a result, the~~year-to-year~~ year- to-year percentage changes in compensation reviewed and approved by the ~~Compensation Committee~~LDCC may differ significantly from the percentage changes in compensation presented in this Proxy Statement due to fluctuations in exchange rates.
Autoliv 59 2024 Proxy Statement
Summary Compensation Table
~~- 39 -~~
~~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, 2016~~2021, 2022 and ~~2017.~~2023.¹
~~Summary Compensation Table (1)~~

Name and
Principal
Position
Year

Salary $

Bonus
$

Stock
Awards
$⁽²⁾

Non-Equity
Incentive Plan
Compensation
$
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings $⁽³⁾

All Other
Compensation
$⁽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
Compensation
$

Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
$(4)

All Other
Compensation
$(5)
TOTAL ($)
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) ~~(1)~~ The amounts contained in the table were paid in ~~Swedish Kronor,~~SEK, USD, EUR, and ~~EUR.~~CNY. All amounts have been converted to U.S. dollars using the following exchange rates: 1 USD = ~~8.2322~~9.983 SEK = ~~0.8358 EUR.~~0.9031 EUR = 7.0927 CNY. Amounts are rounded to the nearest whole number and, ~~as a result~~because of such rounding, the amounts reflected in the “Total” column may differ slightly from the sum of amounts set forth in each individual column.
(2) ~~(2)~~ The numbers reflect the aggregate grant-date fair value of the RSUs granted in each respective year and the ~~PSs~~PSUs granted in ~~2016 and 2017, calculated with the actual share price on the day of grant for RSUs and PSs granted in 2017 and~~each respective year, calculated in accordance with FASB Topic ~~718 for~~718. The fair value of the RSUs and ~~PSs~~PSUs granted in ~~2016~~2021, 2022 and ~~2015.~~2023 was calculated based on the closing price per share of stock on the grant date. The grant date fair value of the ~~PSs~~PSUs was computed by multiplying (i) the target number of ~~PSs~~PSUs awarded to each named executive officer, which was the assumed probable outcome as of the grant date, by (ii) the grant date fair value per share used for financial reporting purposes. Assuming, instead, that the highest level of performance conditions would be achieved, the grant date fair values of the ~~PSs~~PSU and RSU awards (as applicable) would have been as follows: (i) ~~2017: Mr. Carlson, $991,155; Mr. Backman, $371,392;~~2021: Mr. Bratt, ~~$371,392;~~$561,198; Mr. ~~Fredin, $371,392~~Westin, $187,547; and Mr. ~~Sjöbring, $371,392; and~~Oldorff, $187,547; (ii) ~~2016: Mr. Carlson, $927,851; Mr. Backman, $232,859;~~2022: Mr. Bratt, ~~$232,859;~~$1,140,702; Mr. ~~Fredin, $347,650~~Westin, $337,482; Mr. Yih, $687,553; Mr. Oldorff, $315,040; and Mr. ~~Sjöbring, $347,650.~~Nellis, $252,074; and (Iii) 2023: Mr. Bratt, $1,757,556; Mr. Westin, $486,701; Mr. Yih, $316,943; Mr. Fox $359,203; Mr. Nellis $374,120 and Mr. Oldorff, $448,701. The ~~assumptions made~~PSUs granted in 2023 (referred to herein as the ~~valuation of~~2023 PSU Tranche A, the ~~RSUs~~2023 PSU Tranche B, and the ~~PSs~~2023 PSU Tranche C) are comprised of three one-year performance periods with goals related to EPS (60%), Relative Organic Sales Growth (25%) and Greenhouse Gas Emissions (15%). The performance goals for 2023 PSU Tranche B and 2023 PSU Tranche C were not established at the date of grant in 2023 and, as a result, for accounting purposes, 2023 PSU Tranche B and 2023 PSU Tranche C are not considered granted ~~in 2016 and 2015 are contained in Note 15 “Stock Incentive Plan” to~~until the ~~Company’s consolidated financial statements contained in the Company’s 2017 Annual Report.~~respective performance goals
Autoliv 60 2024 Proxy Statement

~~(3)~~
~~The numbers reflect~~ are established. Accordingly, the ~~aggregate grant-date~~grant date fair value of the ~~options~~2023 PSU Tranche A is reported in the Stock Awards column for 2023, but the grant date fair value of the 2023 PSU Tranche B and the 2023 PSU Tranche C will not be reported in the Stock Awards column until 2024 and 2025, respectively. On the other hand, performance goals were set in January 2023 for Tranche B of the PSUs granted in ~~each respective year, calculated in accordance with FASB Topic 718. The assumptions made in the valuation~~2022 and for Tranche C of the ~~options~~PSUs granted in ~~2015~~2021. The grant date fair values of these awards are ~~contained~~therefore included in ~~Note 15 “Stock Incentive Plan” to the Company’s consolidated financial statements contained in the Company’s 2017 Annual Report.~~this year´s Stock Awards column, together with dividend equivalents earned on these two Tranches during 2021 and 2022.
(3) ~~(4)~~ ~~All amounts contained in the column relate to~~ Change in Pension Value as used for accounting purposes according to U.S. GAAP.
~~- 40 -~~
(4) ~~(5)~~ The following table reflects the items that are included in the All Other Compensation column for ~~2017.~~2023.

Name    Perquisites
$ (a)
Company Contributions
to Defined Contribution
Plans
$ (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
Supplement

Other
allowances /
payments

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. a. ~~For Mr. Carlson, reflects the value of a company car ($34,800) and company-paid healthcare benefits. For Mr. Backman, reflects the value of a company car and company-paid healthcare benefits.~~ For Mr. Bratt, reflects the value of a company car, ~~reimbursement for temporary housing accommodations in Sweden~~including operating costs, and company-paid healthcare benefits. For Mr. ~~Fredin,~~Westin, reflects the value of a company car, ~~reimbursement for club membership,~~including operating costs, and company-paid healthcare ~~benefits, housing accommodation in Sweden ($32,590) and other expenses related to his international assignment to Sweden.~~benefits. For Mr. ~~Sjöbring,~~Yih, reflects the value of a company car, including operating costs and driver ($~~28,333)~~41,019), housing benefit ($88,119), school fees for dependent children ($31,379), and medical insurance. For Mr. Fox, reflects an auto allowance ($25,200), fuel, and company-paid healthcare benefits. For Mr. Nellis, reflects an auto allowance ($25,200), fuel, and company-paid healthcare benefits. For Mr. Oldorff, reflects the value of a company car, including operating costs. For all perquisites, the value reported reflects the aggregate incremental cost to the Company of providing the benefit. The Company determined the cost of the company car based on the value of the lease ~~payment~~payment/amortization or car allowance paid, as ~~applicable~~.applicable.
b. b. Reflects for Messrs. ~~Carlson, Backman~~Bratt and ~~Bratt~~Westin contributions to the named executive officer’s defined contribution ~~plans.~~plans in Sweden. Reflects for ~~Mr. Fredin, $9,973 in~~Messrs. Fox and Nellis matching contributions to the U.S. 401(k) plan and ~~$33,515 in~~ matching contributions to the Autoliv North AmericaNon-Qualified Retirement Plan. Reflects for Mr. ~~Sjöbring, $10,800 in matching~~Oldorff contributions to ~~the U.S. 401(k)~~his defined contribution plan ~~$38,147~~ in ~~matching contributions to the Autoliv North AmericaNon-Qualified~~ ~~Retirement Plan, and $189,473 as contribution to the Supplemental Plan.~~Germany.
c. c. ~~Reflects for Mr. Fredin a taxgross-up~~ ~~payment on the benefits related to his relocation and international assignment.~~ Per the terms of his employment, Mr. ~~Fredin’s international assignment agreement, Mr. Fredin~~Yih is ~~entitled to~~reimbursed for the tax equalization benefits, and the value of such benefits for 2015 ($1,137) and 2016 ($152,372) are included as All Other Compensation for 2017. As of the date of this proxy statement, such amount for 2017 had not yet been finalized or paid to Mr. Fredin. Accordingly, the Company will include such amounts for Mr. Fredin in a future year.on certain non-cash benefits.
d. d. Reflects for Messrs. ~~Carlson, Backman~~Bratt and ~~Bratt~~Westin the vacation supplement required by Swedish labor law.
e. Reflects for Mr. Oldorff severance payment equaling 18 months’ salary paid in accordance with his separation agreement.
(5) ~~(6)~~ Includes payment in lieu of ~~$238,408~~unused vacation days for Mr. ~~Carlson for unused vacation days.~~Bratt ($102,775) and Mr. Oldorff ($61,458).
(6) ~~(7)~~ Messrs. ~~Backman~~Yih and ~~Bratt commenced their employment with Autoliv in May 2016 and~~Nellis were not named executive officers in ~~2015.~~
~~(8)~~ 2021. Mr. ~~Sjöbring~~Fox was not a named executive officer ofin 2022.
(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 ~~Company prior to his separation from the Company in 2014. Mr. Sjöbring commenced hisre-employment~~ ~~with the Company on November 16, 2015.~~table.
Autoliv 61 2024 Proxy Statement
2023 Grants of Plan-Based Awards Table
~~- 41 -~~
~~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
other
Stock
award
(#)

Grant date
FMV of
stock
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
under Non-Equity Incentive
Plan Awards
Estimated Possible Payouts
under Equity Incentive
Plan Awards⁽²⁾
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
Grant Date
Fair Value
of Stock
Awards
($)

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 ~~and PSs~~ calculated in with the actual share price on the day of grant. ~~Each~~
(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 ~~named executive officers received his RSUs and PSs in February 2017.~~performance share program.
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 number~~A 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
Shares or Units
of Stock
That Have Not
Vested (#)

Market Value of
Shares or Units
of Stock That
Have Not
Vested ($)(5)

Equity
Incentive Plan
Awards:
Number of
unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)

Equity
Incentive Plan
Awards: Market
or Payout Value
of Unearned
Shares, Units or
Other Rights
That Have Not
Vested ($)(5)
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
year

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Option
Exercise
Price ($)

Option
Expiration
Date ($)

Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)⁽²⁾

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)⁽²⁾
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)
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) ~~Except as otherwise noted, the~~The above plan awards were granted on February ~~19, 2014, February~~ 16, 2015, February ~~15, 2016~~18, 2021, February 21, 2022, and February ~~19, 2017.~~15, 2023, respectively. All options granted are for10-year terms with an exercise price equal to the fair market value (as defined in the 1997 Plan) per share on the date of grant and become exercisable after one year of continued employment following the grant date. ~~Except as otherwise noted, all~~ RSUs and ~~PSs granted~~PSUs generally cliff vest after three years. The RSUs granted in 2016 will vest annually over a period of three years following the grant date. For purposes of this table, the value of the PSs assumes that the performance goals will be achieved at the target level.
~~- 42 -~~
~~(2)~~ ~~Reflects the number of RSUs and PSs that were granted on February 19, 2017 and the additional RSUs and PSs accrued through dividend equivalent rights as of December 31, 2017.~~
~~(3)~~ ~~Messrs. Backman’s and Bratt’s RSUs and PSs were granted on May 9, 2016.~~
~~(4)~~ ~~Mr. Sjöbring’s RSUs were granted on November 16, 2015 and cliff vest after five years.~~
~~(5)~~ The closing price on the NYSE for our common stock on December 29, ~~2017,~~2023, the last trading day of the year, was ~~$127.08.~~$110.19.
(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 awards~~RSUs 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
($)(1)    Number of Shares
Acquired on
Vesting (#)
Value Realized
on Vesting
($)(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
Acquired on Vesting (#)
Value Realized on
Vesting ($)⁽¹⁾
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

~~(1)~~ The value realized upon the exercise of stock options was calculated as the number of options exercised multiplied by the difference between the price of a share of our common stock on the date of exercise and the exercise price of the stock option.
~~(2)~~(1) 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
~~Pension Benefits~~
The following table summarizes the present value of the benefit ~~(and~~and other ~~information)~~information under the defined benefit plan of the Company for the named executive ~~officers~~officer in the year ended December 31, ~~2017.~~2023. Of our named executive officers, only Messrs. ~~Backman, Bratt~~Fox and ~~Sjöbring do not~~Nellis 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
- - - -
~~(1)~~
Name
Before becoming CEO, Mr. Carlson participated in a defined benefit plan, which is now frozen. The future defined benefit entitlement is based on Mr. Carlson’s base salary at the time the defined benefit plan was frozen and the number
Plan Name
Number of ~~years he was participating in the defined benefit plan. The benefit entitlement is indexed each year based on the Swedish consumer price index.~~
Years Credited
Services (#) Present Value
of Accumulated
Benefit ($)
Payments during
Last Fiscal Year ($)
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
—
—
~~- 43 -~~
~~(2)~~ Represents the present value of Mr. Carlson’s expected pension benefits in the Sweden Executives plan at retirement according to US GAAP. The discount rate used to calculate the present value as of December 31, 2017 was 2.70% and inflation assumption / pension indexation was 2.00%. The calculations are based on the latest mortality table available from Svensk Försäkring DUS14 (white collar).
~~(3)~~ (1)
The actuarial present value of ~~Mr. Fredin’s~~the accumulated plan benefit is based on ~~Mr. Fredin’s~~the accrued benefit in each plan as of December 31, ~~2017,~~2023, using the plan’s benefit formula and actual earnings and service through December 31, ~~2017.~~2023. The calculation is based on the same assumptions used for financial reporting purposes under generally accepted accounting principles with the following exceptions: (a) ~~Mr. Fredin was~~Messrs. Nellis and Fox were assumed to retire on ~~his~~their normal retirement ~~date~~dates at the age of ~~March 1, 2027,~~65, (b) ~~Mr. Fredin was~~Messrs. Nellis and Fox were assumed to elect a lump sum payment in ~~all~~both plans, payable on March 1, ~~2027,~~2033 and August 1, 2032 respectively and (c) nopre-retirement decrements (withdrawal, retirement, disability, or death) were assumed.
Key assumptions used to calculate the defined benefit ~~values~~value as of December 31, ~~2017,~~2023 are as follows: (i) discount rate of ~~3.55%~~5.13%, (ii) lump sum interest rates of ~~4.50%~~5.44% for the first five years, ~~4.35%~~5.23% for the next 15 years, and ~~4.13%~~5.17% thereafter, and (iii) solely for determination of the projected lump sum amounts, the ~~assumed~~estimated future applicable mortality ~~table under U.S. Internal Revenue Code Section~~rates is based on future 417(e) rates based on ~~RP2014 base table back-projected to 2006 and~~actual 417(e) tables through 2024 projected forward using ~~Projection Scale MP2017.~~MP-2021.
U.S. Pension Plan. During ~~2017, Mr. Fredin~~2023, 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. Fredin~~Messrs. 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/~~05,~~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.
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 is~~Messrs. Fox and Nellis are fully vested in ~~his~~their 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. Fredin~~Messrs. 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 account~~considered under the Pension Plan. The purpose of the Excess Pension Plan is to supplement the benefits payable under the Pension Plan.
~~- 44 -~~
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 ~~day~~pay date of the seventh month following the month in which the executive retires or otherwise separates from service. ~~Mr. Fredin is~~Messrs. Fox and Nellis are fully vested in his benefits in the Excess Pension Plan.
~~Supplemental Pension Plan.~~~~Mr. Fredin is a named plan participant in~~Both the ~~Autoliv ASP, Inc., Supplemental~~U.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. Fredin~~Messrs. Nellis and ~~Mr. Sjöbring~~Fox 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
Earnings
in Last
Fiscal Year
($)(3)
Aggregate
Withdrawals/
Distributions
($) 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
Withdrawals/
Distributions ($)
Aggregate
Balance at
Last Fiscal
Year-End ($)⁽⁴⁾
Kevin Fox $79,537 $29,694 $43,845 — $382,107
Anthony Nellis $69,960 $32,648 $119,291 — $748,506
(1) ~~(1)~~ Messrs. ~~Fredin’s~~Fox’s and ~~Sjöbring’s contribution~~Nellis’ contributions to theNon-Qualified Retirement Plan are included in the amount reported as “Salary” in the Summary Compensation table for fiscal year ~~2017.~~2023.
(2) ~~(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. ~~Fredin~~Fox and ~~Sjöbring~~Nellis for fiscal year ~~2017.~~2023.
(3) ~~(3)~~ Aggregate earnings are not includable in the Summary Compensation Table because such earnings are not above-market or preferential interest rates.
(4) ~~(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 ~~return~~return. 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~~
~~- 45 -~~
~~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 ~~has~~is 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 as~~immediately. 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 65~~^th ~~birthday, and before Mr. Carlson’s 65~~^th ~~birthday (or, unless otherwise agreed by the Company and the executive, on the last day of the month before his 60~~^th ~~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 Sjöbring~~named 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’s~~the employment involuntarily other than for Cause or if ~~Messrs. Backman, Bratt, Fredin and Sjöbring~~the 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, Bratt~~one and ~~Sjöbring one and~~one-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 ~~case~~nature or status of ~~Messrs. Carlson~~responsibilities 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-current~~Executive’s annual ~~salary, (ii)~~base salary; or (3) the ~~average~~relocation of the ~~annual bonuses received~~Executive’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 prior~~Company to pay to the ~~year of termination, (iii) the annual taxable value~~Executive any portion of the ~~benefit of~~Executive’s current compensation on a ~~company car, and (iv)~~timely basis; or (5) the ~~value of~~failure by the Company to continue in effect any ~~defined contribution~~compensation plan ~~benefits to~~in which the ~~executive would have been entitled to if he remained in service for one year following termination.~~
~~- 46 -~~
~~Severance Agreements~~~~. Each of Messrs. Carlson and Fredin has achange-in-control~~ ~~severance agreement (“CiC Severance Agreement”) with~~Executive participates on the ~~Company. Pursuant~~Effective Date which is material to the ~~terms of each~~Executive’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) the~~same manner.
The Company may terminate our named executive ~~terminates his~~officers’ 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) the~~shall mean; (1) willful and continued failure by the executive to ~~substantially~~ perform ~~his duties,~~the duties; or ~~(ii)~~(2) the willful engaging by the ~~executive~~Executive 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 shares~~PSUs 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 shares~~PSUs 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 shares~~PSUs 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, ~~Fredin~~Westin, Yih, Fox, and ~~Sjöbringupon~~Nellis upon termination of
~~- 47 -~~
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 ~~2017~~2023 defined contribution ~~payments~~payment for each named executive officer ~~have~~has 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 = ~~8.1086~~9.9830 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
~~- 48 -~~

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
~~- 49 -~~

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 ~~(5)~~(4) to the Summary Compensation table ~~(with the exception of~~(except for amounts paid as vacation supplements or settlements) that the executive would be entitled to during the requisite notice period. The estimated values are determined based on the Company’s cost of providing such benefits during ~~2017.~~2023.
(3) Reflects the value of RSUs and ~~performance shares~~PSUs that vest (in whole or in part) upon the designated event, based on the closing price ~~for~~of our common stock on December 29, ~~2017~~2023 ($~~127.08)~~110.19), the last trading day of the year. ~~None of the named~~No executive ~~officers~~officer held unvested options as of December 31, ~~2017.~~2023.
(4) As discussed above, upon termination, the executive would be entitled to receive ~~his~~current compensation and benefits during the~~12-month~~ or~~6-month~~ notice period, as applicable, including any equity awards that would vest during such period. However, per the terms of the RSU and PSU agreements, the RSUs and PSUs will not continue to vest if the executive has given notice of termination, except for the RSUs granted in 2016. The performance shares would be forfeited because the date that such shares are earned, if at all, does not fall within the notice period following December 31, 2017.termination. Accordingly, the value of the equity awards upon a voluntary termination reflects only the value ~~of the second tranche of~~ RSUs and PSUs granted in February ~~2016~~2021 that would otherwise vest in February ~~2018,~~2024, which vesting date falls within the requisite notice period. For Mr. Yih, reflects the second half of his retention RSU award granted in February 2022 that vested in February 2024.
(5) As discussed above, upon an involuntary termination, the executive would be entitled to receive his compensation and benefits during the~~18-month~~ or~~6-month~~ notice period, as applicable, including any equity awards that would vest during such period. The value of the equity awards upon an involuntary termination reflects the value of the RSUs and PSUs that would vest during the applicable notice period following December 31, ~~2017 and for Messrs. Carlson and Fredin~~2023. For Mr. Yih, reflects the ~~target value~~second half of ~~performance shares~~his retention RSU award granted in ~~2016. For Messrs. Backman, Bratt and Sjöbring the performance shares would be forfeited because the date~~February 2022 that ~~such shares are earned, if at all, does not fall within the notice period following December 31, 2017.~~vested in February 2024.
(6) ~~Upon a change in control, all RSUs vest in full and the performance shares will vest at the target level.~~ The value of the equity awards upon a change in control reflects the value of all RSUs and performance shares including RSUs and performance shares acquired through dividend equivalent rights rounded down to the nearest whole share on December 31, 2017.
~~(7)~~ For purposes of calculating the lump sum payment, the annual bonus received by the executive for the year immediately prior to the year of termination was used (2016), which is greater than the average of the annual bonuses received by the executive for the two most recent fiscal years (2015 and 2016) preceding the year of termination of employment.
~~(8)~~ ~~As discussed above, the~~ executive’s unvested RSUs and PSUs will become fully vested upon ~~his~~ termination of employment by reason of death or retirement. ~~The performance shares will remain outstanding and may be earned, in whole, in part, or not at all, following the conclusion~~None of the ~~performance period to the extent that the performance objectives are attained. For purposes of this table, the value of the performance shares assumes that the performance goals~~executives were ~~achieved at the target level.~~eligible for retirement in 2023.
~~- 50 -~~
~~(9)~~ (7) Qualifying termination after a change in control includes resignation for good reason, termination without cause or termination due to disability.
~~(10)~~ (8) Reflects the value of the company car ~~fuel~~ and ~~parking~~operating costs during the requisite notice period. The estimated values are determined based on the Company’s cost ~~(or estimated cost as of December 31, 2017)~~ of providing such benefits during ~~2017.~~2023.

~~(11)~~Autoliv ~~Includes payment of Mr. Sjöbring’s $1.0 million retention bonus, which would become payable in full upon the designated events, except in the event of retirement.~~ 72 2024 Proxy Statement
    CEO Pay Ratio
~~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:~~
_• ~~The annual compensation of our median-paid employee (other than Mr. Carlson) was $24,829; and~~
_• ~~the annual total compensation of Mr. Carlson, our President and Chief Executive Officer, was $4,583,270.~~
~~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 ~~ratio~~same 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. 1. Our median employee identification date iswas October 31, ~~2017.~~2021.
2. 2. As of October 31, ~~2017,~~2021, our total employee population consisted of ~~67,592~~59,299 individuals working at our parent company and consolidated subsidiaries. Our employee population which we have used to identify our median employee, after taking into consideration the adjustments permitted by SEC rules, consisted of ~~67,592~~59,265 individuals. All “Autoliv Employee” categories who were employed by Autoliv as of October 31, ~~2017,~~2021, whose compensation iswere set by Autoliv and who were paid through ~~and~~ Autoliv payroll, were included in the analysis (permanent, temporary and part-time). We based our analysis on the entire employee population (other than our ~~President and Chief Executive Officer)~~CEO), as opposed to statistical sampling.
3. 3. Given the geographical distribution of our employee population and varying local requirements, we use a variety of pay elements that differ ~~from a country to~~by country to structure the compensation arrangements of our employees. Consequently, for purposes of measuring compensation of our employees, we selected “Actual Gross Taxable Compensation Reported Through Payroll” (or “Actual Gross Taxable Compensation”) as the measure of compensation to identify the median employee.
4. 4. Given our multiple payroll systems, schedules and the differing fiscal years of our ~~company~~Company and its subsidiaries, we measured “Actual Gross Taxable Compensation” as the total of payment made during the10-month period starting on January 1, ~~2017~~2021, and ending on October 31, ~~2017~~2021 (the “measurement period”).
5. 5. We did not annualize or calculate the full measurement period equivalent of “Actual Gross Taxable Compensation” compensation paid during the measurement period.
6. 6.
As permitted by Item 402(u), we madecost-of-living (COL) adjustments to the compensation of all of our employees in jurisdictions other than the jurisdiction in which our ~~President and Chief Executive Officer~~CEO resides to identify the median employee and used the same COL adjustment to determine the median employee’s annual total compensation. Because of the geographical distribution of our employee population, we believe that COL adjustments provide a more meaningful comparison of our CEO’s
~~- 51 -~~
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 ~~resides~~resided in China.
_• ■ The COL adjustments were based on ~~2016~~2020 purchasing power parity conversation factors provided by World Bank, International Comparison Program database. ~~2017~~2021 conversion factors were not available at the time of our analysis.
_• ■ 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 ~~Thailand~~Mexico with an annual total compensation of ~~$11,034.~~$19,658 for the compensation year 2023. For the purposes of this disclosure, this amount was converted from ~~Thai Baht~~Mexican Peso to U.S. dollars using the exchange rate ~~0.030083~~1 USD = 16.9347 MXN on ~~October~~December 31, ~~2017.~~2023. The ratio of the annual total compensation of our President and Chief Executive Officer to the annual total compensation of our median employee identified without the effect of the COL adjustments ~~is 415~~would have been 201 to 1.1 using the 2023 compensation levels.

Autoliv 7. Using this methodology, we determined that our median employee was a full-time, salaried employee, with “Actual Gross Taxable Compensation Reported to Tax Authorities Through Payroll” for the measurement period in the amount of $19,249. For the purposes of this disclosure, this amount was converted from CNY to U.S. dollars using the exchange rate 0.157018 on October 31, 2017.73 2024 Proxy Statement

8.
7. ~~With respect to our median employee,~~In calculating the CEO Pay Ratio, we then identified and calculated the elements of such employee’s compensation for the fiscal year ~~2017~~2023 in accordance with the requirements of Item ~~402c(2)~~402(c)(2)(x) of RegulationS-K, resulting in annual total compensation in the amount of ~~$24,829.~~$24,419. The ~~difference between such employee’s “Actual Gross Taxable Compensation Reported~~December 31, 2023, exchange rate used for the conversion to ~~Tax Authorities Through Payroll”~~U.S. dollars was 1 USD = 7.0927 CNY.

Year

Salary
$

Bonus
$

Stock
Awards
$

Non-Equity
Incentive Plan
Compensation
$
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
$

All Other
Compensation
$

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 ~~requirements of Item 402c(2)(x) of RegulationS-K~~ ~~is due~~SEC rules for determining CAP for each respective year, as further detailed in the tables below.
(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 ~~measurement period being 10 months~~“service costs” incurred during the relevant period. No “prior service costs” were incurred as ~~compared~~no modifications were made to ~~12 months.~~the pension plan during the relevant period.

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 ~~amount~~fair value of the RSUs was determined based on the stock price on the applicable valuation dates. The fair value of the PSUs was determined based on the probable outcome of the performance condition and the stock price on the applicable valuation dates. The assumptions used in calculating the fair value of the RSUs and the PSUs did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table for the applicable year. The fair value calculation used herein is consistent with the fair value methodology used to account for share-based payments in our financial statements.
Autoliv 77 2024 Proxy Statement
REQUIRED DISCLOSURE OF THE RELATIONSHIP BETWEEN CAP, TSR AND CERTAIN FINANCIAL PERFORMANCE MEASURES
AUTOLIV TSR VS. PEER GROUP TSR
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 ~~allowances, shift~~setting annual goals on an annual basis and ~~overtime compensation.~~a payout based on the results of the three individual performance years, significantly impacted the compensation attributable to PSUs reported as grant date fair value under GAAP in years 2021, 2022, and 2023.
Autoliv 78 2024 Proxy Statement
CAP VS. COMPANY TSR
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)

■ 9.EPS, Relative Organic Sales Growth (Autoliv’s sales in relation to Light Vehicle Production Growth) and Greenhouse Gas Emissions have been the selected metrics for our PSU awards since 2022. In addition, Autoliv’s annual short- term incentive program has been based on performance related to Adjusted Operating Income and Adjusted Cash Conversion for several years.
■ 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 ~~annual total compensation~~reduction of ~~our President~~Greenhouse Gas Emissions supports the company’s long-term sustainability agenda and ~~Chief~~is critical for Autoliv to remain relevant and to deliver on the company’s overall vision of Saving More Lives.
Autoliv 81 2024 Proxy Statement
PROPOSAL 2
Advisory Vote to Approve Named Executive Officer ~~is the same as the amount reported for him in the “Total” column of our 2017 Summary~~ Compensation ~~Table included in this Proxy Statement.~~

~~- 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-term~~long- 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 ~~2017~~2023 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 account~~consider the outcome of this vote in considering future compensation arrangements.
THE BOARD ~~OF DIRECTORS~~ RECOMMENDS A VOTE “FOR” THE ~~PROPOSAL~~PROPOSAL.
~~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 ~~auditors~~registered 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 ~~auditors~~registered public accounting firm for Autoliv AB since 1984. Audit services provided to the Company by EY during ~~2017~~2023 and 2022 consisted of the ~~examination~~audit 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.
~~- 53 -~~
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ~~PROPOSAL~~PROPOSAL.
~~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, ~~2017~~2023 and ~~2016~~2022 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 ~~Annual~~Quarterly Reports on Form~~10-K~~ 10-Q for those fiscal ~~years~~years. Audit fees also include fees associated with the statutory audits of various subsidiary financial statements and ~~reviews~~procedures 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, ~~2017~~2023, and ~~2016~~2022 relate mainly to EY’s ~~reviews~~audits of ~~benefits~~benefit 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 ~~year~~years ended December 31, ~~2017~~2023, 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 ~~year~~years ended December 31, ~~2017~~2023, 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
~~- 54 -~~
and other permissiblenon-audit services. Approval of audit and permittednon-audit services may also be made by the ~~chairperson~~Chair 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.
~~ITEM 4 - DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS~~
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 Us~~Company – Governance – ~~Certificate andBy-Laws.~~Corporate Policies. No such notices were received for the ~~2018~~2024 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.
~~OTHER MATTERS~~
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 ~~2019~~2025 Annual Meeting
Proposals Pursuant to Rule~~14a-8~~ 14a-8. . Under Rule14a-8(e) of the Exchange Act, stockholder proposals intended to be presented at the ~~2019~~2024 annual stockholders meeting must be received by us on or before November ~~26, 2018~~25, 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 ~~2019~~2024 annual stockholders meeting.
Proposals Pursuant to the~~By-Laws~~ By-Laws. . Under theBy-Laws, ~~in order~~ to bring any business before the stockholders at the ~~2019~~2025 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, 2019~~9, 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,
~~- 55 -~~
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 the~~By-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 Us~~Company – 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~~
~~Group~~Executive Vice President, Legal ~~Affairs,~~
Affairs;
General ~~Counsel~~Counsel; and Secretary
March ~~26, 2018~~25, 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 93~~00
Company website: www.autoliv.com
Investor relations: Sweden Tel: +46 8 587 206 27, U.S. Tel: +1 (248) 223 8107
~~- 56 -~~

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
~~Using a~~~~black ink~~ ~~pen, mark your votes with an~~X ~~as shown in this example. Please do not write outside the designated areas.~~Performance Period Tranche B: January 1, 2022 – December 31, 2022

~~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.~~

~~Vote by Internet~~Performance Period Tranche C: January 1, 2023 – December 31, 2023
•
~~Go to~~~~www.envisionreports.com/ALV~~Performance Criterion:
Order intake 30% weight
Adjusted EPS 70% weight
•
~~Or scan the QR code with your smartphone~~
•
~~Follow the steps outlined on the secure website~~
~~Vote by telephone~~
~~Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone~~
~~Follow the instructions provided by the recorded message~~
q ~~IF YOU HAVE NOT VOTED VIA THE INTERNET~~OR ~~TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~ q
~~-----------------------------------------------------------------------------------------------------------------------------------------------------------------~~
A
~~Proposals — The Board of Directors recommends a voteFOR~~ ~~all nominees andFOR~~ ~~Proposals 2 and 3.~~

Tranche A – performance period 2021
~~1. Election of Directors:~~Order intake percentage A1   ~~For~~   ~~Withhold~~   ~~For~~   ~~Withhold~~   ~~For~~   ~~Withhold~~

49.20%
LTI outcome on parameter Order intake B1
~~01 - Robert W. Alspaugh~~
☐ ☐
~~02 - Jan Carlson~~
☐ ☐
~~03 - Hasse Johansson~~
☐ ☐ 200%
EPS as reported C1
~~04 - Leif Johansson~~
☐ ☐
~~05 - David E. Kepler~~
☐ ☐
~~06 - Franz-Josef Kortüm~~
☐ ☐ 4.96
EPS adjustments D1
~~07 - Xiaozhi Liu~~
☐ ☐
~~08 - James M. Ringler~~
☐ ☐
~~09 - Kazuhiko Sakamoto~~
☐ ☐ 0.06
EPS adjustments unusual tax items E1
~~10 - Thaddeus Senko~~
—
Adjusted EPS C1+D1+E1 = F1 ☐5.02
LTI outcome on parameter Adjusted EPS G1 ☐26%
Weighted outcome B1*30%+G1*70% = H1
~~11 - Wolfgang Ziebart~~
☐ ☐ 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%

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.

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.~~

~~Stockholders of Autoliv, Inc. can take advantage of several services available through our transfer agent, Computershare Trust Company, N.A. These services include:~~

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.

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.

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.

q ~~IF YOU HAVE NOT VOTED VIA THE INTERNET~~OR ~~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!

~~-----------------------------------------------------------------------------------------------------------------------------------------------------------------~~

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 the~~2024 Annual Meeting of Stockholders ~~to be held~~Proxy 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 Carlson~~Fredrik 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, 2018~~10, 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 ~~Langham~~Westin 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. ~~Carlson~~Westin and Mr. ~~Sjöbring~~Nellis 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 ~~proposals~~Proposals 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 signed~~voted appear on reverse ~~side.)~~

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.

Comments — Please print your comments below. C Non-Voting Items + + Important ~~Notice Regarding~~notice regarding the ~~Availability~~Internet availability of ~~Proxy Materials for the~~

~~Pursuant to Securities and Exchange Commission rules, you are receiving this notice that the~~ proxy materials for the ~~annual stockholders’ meeting are~~Annual 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:

~~When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.~~

~~Autoliv, Inc.’s~~2024 Annual Meeting of Stockholders of Autoliv, Inc. will be held on May ~~8, 2018~~10, 2024 at 2:00pm local time, both virtually via the internet at www.meetnow.global/MJGH2D6 and in person at The ~~Langham~~Westin 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 voted~~To 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 Board~~reverse side of ~~Directors’ recommendations.~~

~~The Board~~this 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

~~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.~~

~~Internet~~~~– Go to~~~~www.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.

☐	~~Soliciting Material under Rule14a-12~~

~~AUTOLIV, INC.~~
~~(Name of Registrant as Specified in its Charter)~~

~~(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)~~

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	~~Fee computed on table below per Exchange Act Rules14a-6(i)(1)~~ ~~and0-11.~~

	~~(1)~~	~~Title of each class of securities to which transaction applies:~~





	~~(2)~~	~~Aggregate number of securities to which transactions applies:~~





	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11~~ ~~(set forth the amount on which the filing fee is calculated and state how it was determined):~~





	~~(4)~~	~~Proposed maximum aggregate value of transaction.~~





	~~(5)~~	~~Total fee paid:~~




☐	Fee paid previously with preliminary ~~materials:~~materials.
☐
☐	~~Check box if any part of the fee is offset as provided~~Fee computed on table in exhibit required by Item 25(b) per Exchange Act ~~Rule0-11(a)(2)~~Rules 14a-6(i)(1) and ~~identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.~~0-11.

~~Amount previously paid:~~



	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~



	~~(3)~~	~~Filing Party:~~



	~~(4)~~	~~Date Filed:~~

	Sincerely,
~~Sincerely,~~
	Jan Carlson
~~Jan Carlson~~
Chairman of the
	Autoliv, Inc. Board of Directors


~~President~~


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 ~~Chief Executive Officer~~via webcast at
	www.meetnow.global/MJGH2D6


☒	Filed by the Registrant	☐	Filed by a Party other than the Registrant

			Check the appropriate box:
☐		Preliminary Proxy Statement
☐
☐		~~Confidential, For Use of the Commission Only (as permitted by Rule 14a–6(e)~~CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials
☐	Soliciting Material Under Rule 14a-12

	Page No.
	~~Page No.~~

INFORMATION CONCERNING VOTING AND SOLICITATION		110

Availability of Proxy Materials on the Internet		110

General		110

Who Can Vote		110

Shares Outstanding and Quorum		110

How to Vote		110

How Your Shares Will Be Voted		110

Voting on Matters Not in Proxy Statement		210

Revoking Proxies or Changing Your Vote		211

Voting Rights of Holders of SDRs		211

Non-Voting Shares, Abstentions and Broker “Non-Votes”		211

Vote Required to Approve Each Proposal at the Annual Meeting		211

~~Principal Executive Offices~~Attending the Annual Meeting		312

~~Solicitation of Proxies~~Asking Questions at the Annual Meeting		413

~~ITEM 1 - ELECTION OF DIRECTORS~~Principal Executive Offices		413
Solicitation of Proxies	13
PROPOSAL 1–ELECTION OF DIRECTORS	14
Nominees for Directors at the ~~2018~~2024 Annual Meeting		414

CORPORATE GOVERNANCE		820

Stockholder Engagement Efforts		820

~~Board Independence~~Sustainability Governance		820
Sustainability Program	20
Human Capital Management	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		825

Board ~~Compensation~~Meetings		1026
Board Compensation	27
2023 Non-Employee Director Compensation	28
Corporate Governance Guidelines and Codes of Conduct ~~and Ethics~~		1128
Political Contributions and Lobbying	28
Policy on Attending the Annual Meeting	28	11

Related Person Transactions	29

~~Related Person Transactions~~Agreements with Stockholders		1129

Communicating with the Board		1230

Committees of the Board		1230

~~The~~ Audit and Risk Committee Report		1232

~~The Leadership Development and Compensation Committee~~		13

~~The Nominating and Corporate Governance Committee~~		13

~~The Risk and Compliance Committee~~		13

~~Audit Committee Report~~		13

Nominating and Corporate Governance Committee Report		1434

Leadership Development and Compensation Committee Duties, Procedures and Policies		1636

Leadership Development and Compensation Committee Interlocks and Insider Participation		1737

Leadership Development and Compensation Committee Report		1837

The Swedish Corporate Governance Code		1838

Forward-Looking Statements		1838

EXECUTIVE OFFICERS OF THE COMPANY		2040

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		2244

COMPENSATION DISCUSSION AND ANALYSIS		2346

Introduction		2346

Our Named Executive Officers in ~~2017~~2023	46	23
Executive Summary	46
Management Transitions	47
Compensation Philosophy	47
Base Salaries	48
Annual Non-Equity Incentives	49
LTI Equity	51
Pension/Retirement and Other Post-Employment Benefits	53
Executive Compensation Responsibilities	54
Compensation Risk Assessment	55
2023 Executive Compensation Decisions	55
Peer Groups	56
Decisions for 2023 Compensation	57
2023 Additional Benefits	58
Additional 2023 and 2024 Compensation Decisions	58
Results of Say-on-Pay	58
Currencies for Executive Compensation	59
SUMMARY COMPENSATION TABLE	60
2023 GRANTS OF PLAN-BASED AWARDS TABLE	62
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END	63
OPTION EXERCISES AND STOCK VESTED DURING 2023	64
PENSION BENEFITS	65
NONQUALIFIED DEFERRED COMPENSATION	67
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	68
CEO PAY RATIO	73

PAY VERSUS PERFORMANCE	75

~~Executive Summary~~		23

~~Compensation Philosophy~~		24

~~Base Salaries~~		25

~~Non-Equity~~ ~~Incentives~~		26

~~Equity Incentives~~		28

~~Pension / Retirement and Other Post-Employment Benefits~~		29

~~Executive Compensation Responsibilities~~		31

~~2017 Executive Compensation Decisions~~		32

~~The Peer Groups~~		33

~~Findings and Decisions for 2017 Compensation~~		35

~~Results ofSay-on-Pay~~		38

~~Material Changes to 2018 Compensation Program~~		38

~~Summary Compensation Table~~		40

~~2017 Grants of Plan-Based Awards Table~~		42

~~Outstanding Equity Awards at 2017 FiscalYear-End~~		42

~~Option Exercises and Stock Vested During 2017~~		43

~~Pension Benefits~~		43

~~Nonqualified Deferred Compensation~~		45

~~Potential Payments Upon Termination or Change in Control~~		46

~~CEO Pay Ratio~~		51

~~ITEM 2 -~~ PROPOSAL 2–ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION		5382

~~ITEM 3 -~~ PROPOSAL 3–RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ~~AUDITORS~~REGISTERED PUBLIC ACCOUNTING FIRM		5383

~~ITEM 4 -~~ DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS		5586

OTHER MATTERS		5587

~~Section 16(a) Beneficial Ownership Reporting Compliance~~ANNEX A Reconciliation of Non-U.S. GAAP Measures		55

~~Stockholder Proposals for 2019 Annual Meeting~~		55A-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


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


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



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


	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 (19 individuals)(7)		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⁾ 50 Hudson Yards New York, NY 10001, USA	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	*

	_•
■		~~Mats Backman (CFO and Group~~Fredrik Westin (Executive Vice President, ~~Finance),~~Finance and CFO)

	_•
■	Kevin Fox (President, Autoliv Americas)
	~~Mikael Bratt~~
■	Sng Yih (President, ~~Passive Safety),~~Autoliv China)

	_•
■		~~Steven Fredin (CTO and Group Vice President, Business Development), and~~

	_•	~~Lars Sjöbring (Group~~Anthony Nellis (Executive Vice President Legal Affairs, General Counsel and Secretary).

■	Frithjof Oldorff (Former President, Autoliv Europe)

■	_•	Total compensation for our named executive officers ~~in 2017 continued to consist~~generally consists of base salary, annualnon-equity incentives, long-term incentive (“LTI”) equity ~~incentives~~awards, retirement/pension-related benefits, and ~~retirement/pension~~other benefits.

■	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 ~~benefits.~~to EPS (60%), Relative Organic Sales Growth (25%) and the Company‘s Emissions of Greenhouse Gas (15%). Any earned 2023 PSUs cliff vest in the first quarter of 2026.

	_•
■	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. ~~In 2017:~~

	_•
	–	~~Each of our named~~Our annual non-equity incentive awards for 2023 were based on Adjusted Operating Income (50%) and Adjusted Cash Conversion (50%). For executive officers ~~other than Mr. Bratt was eligible to earn an annual~~in Division Europe, the 2023 non-equity incentive ~~award~~awards were based on ~~our group operating income.~~

_•		As a result of ~~its~~the achievement of the performance goals and considering an adjustment approved by the LDCC, each executive officer outside our Europe Division earned 164% of the target payout, and executive officers in our Europe Division earned 105% of the target payout.

–	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.

■	Based on the 2023 compensation risk assessment, ~~during 2017,~~ the ~~Leadership Development and Compensation Committee (the “Compensation Committee”)~~LDCC concluded that our compensation programs do not create risks that are ~~reasonably~~ likely to have a material adverse effect on Autoliv.
■	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.

Dimension		Description
~~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, ~~the~~our executive compensation programs ~~we provide~~ have the following objectives: Objective A:A: Offer total compensation and benefits sufficient to attract, motivate, and retain the management talent necessary to ensure the Company’s continued success. Objective B:B: Align the interests of the executives and the stockholders. Objective C:C: Reward performance ~~in a given~~each year and over a sustained period using straightforward, ~~programs~~pre-established metrics and goals to communicate our performance expectations. Objective D:D: Encourage company-wide cooperation among members of the executive, ~~regional~~divisional, and ~~business unit~~functional management teams and throughout the Company.
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, ~~long-term~~long- term equity incentives, retirement/pension, and other benefits. The Company believes that a balanced compensation structure focuses our executive officers on increasing long-term stockholder value while providing fewer incentives for undue risk in the short-term.
Component 1 Base Salary		Supporting Objective A Purpose:Provides a set level of pay ~~that~~warranted by market practice for position and sustained individual ~~performance warrants.~~performance. A competitive base salary is important to attract and retain an appropriate caliber of talent for the position. ~~The Compensation Committee also intends for base salary to comprise, on average over time, 40% of total direct compensation for the CEO and 50% for other named executive officers.~~
Component 2 Short-Term ~~Incentive~~	Incentives	Supporting ~~Objective~~Objectives A, B, C, & D 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 ~~its respective business segments’~~divisional performance.


~~Dimension~~		~~Description~~
Component 4 ~~Pension /~~ Pension/Retirement and Other Benefits		Supporting Objective A Purpose:Provides additional value for our executives by competitive and ~~market- aligned~~market-aligned benefits. All newly hired or promoted senior executives participate in defined contribution plans rather than defined benefit ~~plans (with the exception of certain senior executives that participate in location-specific defined benefits plans)~~plans.
Market and Market Position		The ~~Compensation Committee’s~~LDCC’s objective is to consider and, where appropriate, approximate the market median⁽¹⁾ for base salaries as well as target total direct compensation of the relevant market data primarily linked to the country in which the named executive officer is located. The ~~Committee~~LDCC also may take a relevant international peer group comparison into account as a secondary input to compensation setting process.⁽¹⁾
How to Use Market Data		We objectively select relevant peer groups for benchmarking and consider the competitive environment ~~where~~of our significant operations and ~~markets are located in order~~market locations to provide a compensation package that optimizes value to the participant and cost to the Company. The ~~Compensation Committee~~LDCC and management believe that it is their responsibility to use ~~discretion and make~~ informed ~~judgments~~judgment as to individual compensation packages or pay levels that may occasionally deviate above or below our target pay strategy based on such factors as: 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.


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 President and CEO	0%	60%	120%
Fredrik Westin Executive Vice President and Chief Financial Officer	0%	50%	100%
Kevin Fox President, Autoliv Americas	0%	50%	100%
Sng Yih President, Autoliv China	0%	50%	100%
Anthony Nellis EVP Legal Affairs, General Counsel, and Secretary	0%	35%	70%
Frithjof Oldorff Former President, Autoliv Europe	0%	50%	100%


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%	-	-


~~ActualPay-Out AnnualNon-Equity~~ ~~Incentive Program~~
~~Year~~	~~All Named Executive Officers~~ ~~except Mikael Bratt~~	~~Mikael Bratt~~
~~2017~~	~~1.00 x target~~	~~0.89 x target~~
~~2016~~	~~1.55 x target~~	~~1.55 x target~~
~~2015~~	~~1.02 x target~~	~~N/A~~

Annual Non-Equity Incentive Program Pay-Outs
Year	Pay-out % Target
2023	164% 105% (Europe Division)
2022	94%
2021	166%
2020	100%


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.

			Retirement–Defined Contribution Level
~~Retirement – Defined~~Name	Level of Contribution ~~Level~~ ~~As % of annual base salary~~
~~Name~~ Mikael Bratt		~~Level~~47% of ~~Contribution~~base salary
~~Jan Carlson~~ Fredrik Westin		~~48%~~35% of base salary
~~Mats Backman~~ Anthony Nellis Kevin Fox		~~35%~~ See below
~~Mikael Bratt~~ Sng Yih		~~35%~~None
~~Steven Fredin (1)~~ Frithjof Oldorff		~~See below and “Nonqualified Deferred Compensation” table~~
~~Lars Sjöbring (1)~~		~~35%~~10% of base salary