Exhibit 10.2
AUTOLIV, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
Effective May 1, 2022
I. Adoption Date; Effective Date. On May 10, 2022 (the “Adoption Date”), the Board adopted this Non-Employee Director Compensation Policy, to be effective May 1, 2022.
II. Retainers. The following retainers, subject to proration as described below, shall remain in effect until changed by the Board:
| Cash | RSUs (Grant Date Value) | Total Retainer |
Annual Base Retainer | |||
All Non-Employee Directors | $127,500 | $147,500 | $275,000 |
Annual Supplemental Retainers | |||
Non-Executive Chairman | $85,000 | $85,000 | $170,000 |
Lead Independent Director | $40,000 | - | $40,000 |
Audit and Risk Committee Chair | $30,000 | - | $30,000 |
Leadership Development and Compensation Committee Chair | $20,000 | - | $20,000 |
Nominating and Corporate Governance Committee Chair | $20,000 | - | $20,000 |
III. Payment Schedule
Annual Base Retainer
“Quarterly Service Period” | Payment Date |
May 1 to July 31 | 3 business days after the date of Annual General Meeting of Shareholders (“AGM”) |
August 1 to October 31 | August 1* |
November 1 to January 31 | November 1* |
February 1 to April 30 | February 1* |
*If the payment date is not a business day, then the applicable payment shall be made on the first business day immediately following the payment date.
Lead Director and Committee Chair Retainers
Lead Director and Committee Chair annual supplemental retainers will be paid in cash quarterly in advance, as set forth in the table above, and subject to proration as described under the “Annual Base Retainer” section above. In the event a non-employee director is serving as Committee Chair during a Quarterly Service period and leaves such appointment to be appointed as a Committee Chair with a higher retainer or as Lead Director during the same Quarterly Service Period, the quarterly retainer for such director will be re-calculated pro-rated for days of service in each role during the quarter and the difference is paid on the third business day following his or her appointment.
Stock Ownership Policy. Non-employee directors are required to hold shares of Common Stock granted pursuant to the Annual Stock Grants until he or she has met the ownership requirements set forth in the Autoliv, Inc. Stock Ownership Policy for Non-Employee Directors. Compliance with this policy is monitored by the Nominating and Corporate Governance Committee.