☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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VISTEON CORPORATION
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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DATE:
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THURSDAY, JUNE 10, 2021
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TIME:
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10:00 AM EASTERN DAYLIGHT TIME
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LOCATION:
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GRACE LAKE CORPORATE CENTER
ONE VILLAGE CENTER DRIVE
VAN BUREN TOWNSHIP, MICHIGAN
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1.
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Elect eight directors to the Board of Directors. The Board has nominated for election James J. Barrese, Naomi M. Bergman, Jeffrey D. Jones, Sachin S. Lawande, Joanne M. Maguire, Robert J. Manzo, Francis M. Scricco, and David L. Treadwell, all current directors.
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2.
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Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2021.
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3.
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Provide advisory approval of the Company’s executive compensation.
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4.
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Approve the Company’s Third Amended and Restated Certificate of Incorporation.
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2021 Proxy Statement
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2021 Proxy Statement i
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ii
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2021 Proxy Statement
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Date:
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June 10, 2021
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Place:
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Grace Lake Corporate Center
One Village Center Drive
Van Buren Township, Michigan
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Time:
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10 a.m. ET
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Visit the website listed on your proxy card/voting instruction form to vote via the Internet.
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Call the telephone number on your proxy card/voting instruction form to vote by telephone.
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Sign, date and return your proxy card/voting instruction form to vote by mail.
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Vote in person at the annual meeting. Owners with shares held through a bank or broker may vote in person at the meeting if they have a legal proxy from the bank or broker and bring it to the meeting.
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ITEM
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VOTES REQUIRED
FOR APPROVAL
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BOARD’S VOTING
RECOMMENDATION
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PAGE
REFERENCE
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Item 1
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Elect directors
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Majority of votes cast
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FOR
each nominee
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Item 2
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Ratify the appointment of Ernst & Young LLP as our independent auditor for the year ending December 31, 2021
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Majority of votes present
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FOR
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Item 3
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Advisory approval of the Company’s executive compensation
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Majority of votes present
The vote on this item is nonbinding, but the Board will consider the results of the vote in making future decisions.
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FOR
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Item 4
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Approve Third Amended & Restated Certificate of Incorporation
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Majority of outstanding shares
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FOR
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This Proxy Statement and our 2020 Annual Report are available electronically on our hosted website at www.proxyvote.com and accessible via the QR code at the right. The Notice and proxy materials are first being made available to our shareholders on or about April 30, 2021.
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2021 Proxy Statement 1
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NAME
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AGE
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DIRECTOR
SINCE
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INDEPENDENT
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PRIMARY OCCUPATION
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Other Public
Boards
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James J. Barrese
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52
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2017
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X
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Former CTO and SVP Payment Services Business of PayPal, Inc.
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1
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Naomi M. Bergman
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57
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2016
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X
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President of Advance/Newhouse companies
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1
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Jeffrey D. Jones
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68
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2010
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X
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Attorney, Kim & Chang
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—
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Sachin S. Lawande
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53
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2015
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CEO and President of Visteon Corporation
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1
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Joanne M. Maguire
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67
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2015
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X
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Former EVP of Lockheed Martin Corporation
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2
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Robert J. Manzo
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63
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2012
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X
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Managing Member of RJM, LLC
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2
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Francis M. Scricco
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71
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2012
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X
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Former SVP, Avaya, Inc. and former President and CEO of Arrow Electronics, Inc.
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1
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David L. Treadwell
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66
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2012
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X
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Former CEO and President of EaglePicher Corporation
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2
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2
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2021 Proxy Statement
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•
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U.S./Canada: 866-411-5196
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Outside U.S./Canada: 970-297-2404
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2021 Proxy Statement 3
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4
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2021 Proxy Statement
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2021 Proxy Statement 5
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Board Diversity Matrix as of April 1, 2021
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Board Size:
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Total Number of Directors
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8
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Gender:
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Male
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Female
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Non-binary
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Gender Undisclosed
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Number of Directors Based on Gender Identity
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6
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2
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—
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—
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Number of Directors who Identify in any of the categories below:
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African American or Black
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—
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—
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—
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—
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Alaska Native or American Indian
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—
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—
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—
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—
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Asian
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1
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—
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—
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—
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Hispanic or Latinx
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—
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—
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—
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—
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Native Hawaiian or Pacific Islander
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—
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—
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—
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—
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White
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5
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2
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—
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—
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Two or More Races or Ethnicities
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—
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—
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—
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LGBTQ+
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1
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Undisclosed
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—
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6
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2021 Proxy Statement
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Barrese
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Bergman
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Jones
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Lawande
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Maguire
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Manzo
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Scricco
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Treadwell
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Skills & Experience
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Public Company Board Experience
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X
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X
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X
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X
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X
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X
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X
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X
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Automotive Industry Experience
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X
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X
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X
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X
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Senior Leadership Experience
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X
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X
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X
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X
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X
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X
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X
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X
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International Business Experience
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X
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X
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X
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X
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X
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X
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Financial Literacy
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X
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X
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X
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X
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X
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X
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X
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Technology/Systems Expertise
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X
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X
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X
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X
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Marketing/Sales Experience
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X
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X
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X
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X
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Academic/Research Experience
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X
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X
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Military Service
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X
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Government/Public Policy Expertise
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X
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X
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2021 Proxy Statement 7
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8
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2021 Proxy Statement
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2021 Proxy Statement 9
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✓
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Annual election of all directors
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✓
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Majority voting for directors
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✓
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88% of Board is independent
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✓
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Independent Board Chair
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✓
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Board Chair and Chief Executive Officer roles separated
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✓
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All Board Committees composed entirely of independent directors
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✓
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Proxy access right granted to shareholders
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✓
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Annual Board and committee evaluations
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✓
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Executive sessions of independent directors held at each regularly scheduled Board meeting
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✓
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Commitment to corporate social responsibility
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✓
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Board considers diversity when evaluating prospective directors
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✓
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Share ownership guidelines for directors and executives
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•
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To preside at all meetings of stockholders;
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To convene and preside at all meetings of the Board, including executive sessions of the independent directors;
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Develop, with the assistance of the Chief Executive Officer (the “CEO”), the agenda for all Board meetings;
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Collaborate with the CEO, committee Chairs, and other directors to establish meeting schedules, agendas, and materials in order to ensure that all directors can perform their duties responsibly and that there is sufficient time for discussion of all agenda items;
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Advise the CEO on the quantity, quality, and timeliness of information delivered by management to the Board and provide input so that directors can effectively and responsibly perform their duties;
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Counsel the CEO on issues of interest or concern to directors and encourage all directors to engage the CEO with their interests and concerns;
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Serve as a liaison on Board-related issues between directors and the CEO and management although directors maintain the right to communicate directly with the CEO or any member of management on any matter;
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Assist the Board and the Company’s officers in assuring compliance with and implementation of the Company’s Corporate Governance Guidelines;
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Work in conjunction with the Corporate Sustainability and Governance Committee to recommend revisions, as appropriate, to the Corporate Governance Guidelines;
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Make recommendations to the Board concerning the retention of counsel and consultants who report directly to the Board on board matters (as opposed to committee counsel or consultants);
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Work with the Chair of each committee during the annual review of committee charters and work with the Chair of the Corporate Sustainability and Governance Committee with respect to committee assignments and the recruitment and selection of new Board members;
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10
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2021 Proxy Statement
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•
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Represent the Board in stockholder engagement meetings and similar activities with other stakeholders, serve as a focal point for stockholder communications addressed to directors, and advise the CEO of the timing and substance of such communications; in each case as approved by the Board;
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Convene special meetings of the Company’s stockholders consistent with the terms of the Company’s Bylaws from time to time in effect; and
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Help set the tone for the highest standards of ethics and integrity.
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The Audit Committee oversees risks associated with financial and accounting matters, including compliance with legal and regulatory requirements, cybersecurity, and the Company’s financial reporting and internal control systems.
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•
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The Corporate Sustainability and Governance Committee oversees risks associated with corporate governance and sustainability policies and practices, including Board structure, director succession planning and climate change.
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The Organization and Compensation Committee helps ensure that the Company’s compensation policies and practices support the retention and development of executive talent with the experience required to manage risks inherent to the business and do not encourage or reward excessive risk-taking by our executives.
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The Finance and Corporate Strategy Committee oversees risks associated with financial instruments, financial policies and strategies, and capital structure.
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2021 Proxy Statement 11
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•
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to select and evaluate the independent registered public accounting firm;
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•
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to approve all audit and non-audit engagement fees and terms;
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•
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to review the activities and the reports of the Company’s independent registered public accounting firm including the critical audit matters described in their annual report;
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to review internal controls, accounting practices, financial structure and financial reporting, including the results of the annual audit and review of interim financial statements;
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to review and monitor cybersecurity, information security and risk mitigation programs;
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•
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to review and monitor compliance procedures; and
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•
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to report the results of its review to the Board.
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•
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to develop corporate governance principles and monitor compliance therewith;
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•
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to review the performance of the Board as a whole;
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•
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to review and recommend to the Board compensation for outside directors;
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•
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to develop criteria for Board membership;
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•
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to identify, review and recommend director candidates;
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12
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2021 Proxy Statement
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•
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to review and monitor environmental, safety and health matters; and
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•
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to oversee the Company’s sustainability reporting.
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•
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to review and approve corporate goals and objectives relative to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer’s performance and set the Chief Executive Officer’s compensation level based on this evaluation;
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•
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to review and approve executive compensation and incentive plans;
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•
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to approve the payment of cash performance bonuses and the granting of stock-based awards to the Company’s employees, including officers; and
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•
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to review and recommend management development and succession planning.
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2021 Proxy Statement 13
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•
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to review and comment on new product technology strategies as developed by the Company;
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•
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to review and make recommendations to the Board regarding the technology budget, assess major investments in new technology platforms, partnerships and alliances; and
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•
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to monitor and evaluate existing and future trends in technology that may affect the Company’s strategic plans, including overall trends in the automotive industry.
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•
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to review and make recommendations to the Board regarding the Company’s cash flow, capital expenditures and financing requirements;
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•
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to review the Company’s policies with respect to financial risk assessment and management including investment strategies and guidelines;
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•
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to review and make recommendations on mergers, acquisitions and other major financial transactions requiring Board approval;
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•
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to consider and recommend to the Board stock sales, repurchases or splits, as appropriate, and any changes in dividend policy; and
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•
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to evaluate bona fide proposals in respect of major acquisitions, dispositions, mergers and other transactions for recommendation to the Board.
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14
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2021 Proxy Statement
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2021 Proxy Statement 15
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Name
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Fees Earned or
Paid in Cash
($)(1)
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Stock Awards
($)(2)
|
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All Other
Compensation
($)
|
| |
Total
($)
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|
|
James J. Barrese
|
| |
87,875
|
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105,000
|
| |
—
|
| |
192,875
|
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Naomi M. Bergman
|
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97,125
|
| |
105,000
|
| |
—
|
| |
210,000
|
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Jeffrey D. Jones
|
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87,875
|
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105,000
|
| |
—
|
| |
192,875
|
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Joanne M. Maguire
|
| |
87,875
|
| |
105,000
|
| |
—
|
| |
192,875
|
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Robert J. Manzo
|
| |
120,250
|
| |
105,000
|
| |
—
|
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225,250
|
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Francis M. Scricco
|
| |
87,875
|
| |
255,000
|
| |
—
|
| |
342,875
|
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David L. Treadwell
|
| |
106,375
|
| |
105,000
|
| |
—
|
| |
211,375
|
|
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Harry J. Wilson(3)
|
| |
52,500
|
| |
—
|
| |
—
|
| |
52,500
|
|
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Rouzbeh Yassini-Fard(3)
|
| |
97,125
|
| |
—
|
| |
—
|
| |
210,000
|
|
(1)
|
The following directors deferred 2020 cash compensation into their deferred unit account under the 2020 Incentive Plan (further described below):
|
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Name
|
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2020 Cash
Deferred ($)
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|
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Ms. Bergman
|
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97,125
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Mr. Yassini-Fard
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97,125
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(2)
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As of December 31, 2020, and pursuant to the Visteon Corporation 2020 Incentive Plan (described further below), Mr. Barrese owned 6,030 stock units, Ms. Bergman owned 6,477 stock units, Ms. Maguire and Mr. Treadwell each owned 8,495 stock units, Messrs. Jones and Manzo each owned 9,976, Mr. Scricco owned 22,109 stock units, and Messrs Wilson and Yassini-Fard each owned 7,048 stock units.
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(3)
|
Mr. Willson’s last day of Board service was June 3, 2020, and Mr. Yassini-Fard’s last day of Board service was December 16, 2020.
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|
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16
|
| |
|
| |
2021 Proxy Statement
|
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|
| |
Common Stock
Beneficially Owned
|
| |
Stock
Units(2)(3)
|
| |||
|
Name
|
| |
Number(1)
|
| |
Percent of
Outstanding
|
| |||
|
Sachin S. Lawande
|
| |
336,926
|
| |
1.2%
|
| |
39,284
|
|
|
James J. Barrese
|
| |
—
|
| |
*
|
| |
6,030
|
|
|
Naomi M. Bergman
|
| |
1,000
|
| |
*
|
| |
12,183
|
|
|
Jeffery D. Jones
|
| |
—
|
| |
*
|
| |
9,976
|
|
|
Joanne M. Maguire
|
| |
—
|
| |
*
|
| |
8,495
|
|
|
Robert J. Manzo
|
| |
8,000
|
| |
*
|
| |
9,976
|
|
|
Francis M. Scricco
|
| |
6,350
|
| |
*
|
| |
22,109
|
|
|
David L. Treadwell
|
| |
4,000
|
| |
*
|
| |
8,495
|
|
|
Jerome J. Rouquet
|
| |
7,585
|
| |
*
|
| |
9,190
|
|
|
Matthew M. Cole
|
| |
20,904
|
| |
*
|
| |
2,712
|
|
|
Brett D. Pynnonen
|
| |
17,274
|
| |
*
|
| |
4,951
|
|
|
Robert R. Vallance
|
| |
30,960
|
| |
*
|
| |
3,190
|
|
|
All executive officers and directors as a group (15 persons)
|
| |
446,772
|
| |
1.6%
|
| |
141,290
|
|
*
|
Less than 1%.
|
(1)
|
Includes shares of common stock which the following executive officers had a right to acquire ownership of pursuant to stock options or stock appreciation rights granted by the Company and exercisable on or within 60 days after April 16, 2021: Mr. Lawande (193,127 shares), Mr. Rouquet (4,675 shares), Mr. Cole (8,668), Mr. Pynnonen (11,827 shares), and Mr. Vallance (14,109 shares).
|
(2)
|
For non-employee directors, the amounts shown include stock units credited under the Deferred Compensation Plan for Non-Employee Directors, the Non-Employee Director Stock Unit Plan and the Visteon Corporation 2020 Incentive Plan, and are payable following termination of Board service shares of common stock or cash at the election of the Company, or in cash upon a change in control.
|
(3)
|
Includes restricted stock units granted to executive officers under the Visteon Corporation 2020 Incentive Plan, which are payable upon vesting in shares of common stock or cash at the election of the Company.
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement 17
|
|
|
Title of Class
|
| |
Name and Address of Beneficial Owner
|
| |
Amount and Nature of
Ownership
|
| |
Percent
of
Class
|
|
|
Common Stock
|
| |
Blackrock, Inc.
55 East 52nd Street
New York, New York 10055
|
| |
3,446,422 total aggregate shares
(3,359,734 shares held with sole
voting power and 3,446,422 shares
held with sole dispositive power)
|
| |
12.4%
|
|
|
Common Stock
|
| |
Janus Henderson Group plc
201 Bishopsgate
United Kingdom EC2M 3AE
|
| |
2,761,794 total aggregate shares
(2,761,794 shares held with shared
voting and dispositive power)
|
| |
9.9%
|
|
|
Common Stock
|
| |
The Vanguard Group
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
|
| |
2,649,013 total aggregate shares
(63,545 shares with shared
voting power; 2,563,158 shares
held with sole dispositive
power, and 85,855 shares held with
shared dispositive power)
|
| |
9.52%
|
|
|
Common Stock
|
| |
Invesco Ltd.
1555 Peachtreet Street NE, Ste. 1800
Atlanta, Georgia 30309
|
| |
2,506,633 total aggregate shares
(2,460,575 shares held with sole
voting power and 2,506,633 shares
held with sole dispositive power)
|
| |
9.0%
|
|
|
|
| |
|
| |
|
|
|
18
|
| |
|
| |
2021 Proxy Statement
|
|
•
|
Sachin S. Lawande, Director, President and Chief Executive Officer (CEO);
|
•
|
Jerome J. Rouquet, Senior Vice President and Chief Financial Officer (CFO);
|
•
|
Brett D. Pynnonen, Senior Vice President and General Counsel;
|
•
|
Robert R. Vallance, Senior Vice President, Customer Business Groups;
|
•
|
Matthew M. Cole, Senior Vice President, Product Delivery;
|
•
|
Sunil K. Bilolikar, Former Senior Vice President, Manufacturing Operations and Supply Chain; and
|
•
|
William M. Robertson, Former Vice President and Interim Chief Financial Officer.
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement 19
|
|
•
|
Sales of $2,548 million, Adjusted EBITDA(1) of $192 million, and Adjusted Free Cash Flow(1) of $96 million;
|
•
|
$4.6 billion in new business bookings, including wireless battery management system awards with two OEMs;
|
•
|
A strong balance sheet with Cash of $500 million, Debt of $349 million and -0.8x Net Debt/Adjusted EBITDA;
|
•
|
Sales growth, excluding currency and acquisitions, outperformed the market by 7 percentage points compared to 2019;
|
•
|
A platform engineering strategy that increased OEM program development and optimized engineering cost;
|
•
|
55 new products launched; and
|
•
|
An elevated digital cockpit technology portfolio, with key innovations in display, infotainment and SmartCoreTM domains.
|
(1)
|
This CD&A contains references to the Company’s adjusted EBITDA and adjusted free cash flow, which have not been calculated in accordance with generally accepted accounting principles (“GAAP”) and are also referred to as non-GAAP supplemental financial measures. See Appendix B to this Proxy Statement for reconciliations of the Company’s adjusted free cash flow with the Company’s cash provided by operating activities (the most directly comparable GAAP financial measure) and the Company’s adjusted EBITDA to net income (loss) (the most directly comparable GAAP financial measure), as well as other important disclosures regarding non-GAAP financial measures, including how such measures are calculated from the Company’s audited financial statements.
|
|
|
| |
|
| |
|
|
|
20
|
| |
|
| |
2021 Proxy Statement
|
|
|
Year Granted
|
| |
Applicable NEOs
|
| |
Performance Period
|
| |
Metric
|
| |
Actual or Estimated
Weighted Average
Payout Percentage
|
|
|
2020
|
| |
All NEOs
|
| |
Jan 2020-Dec 2022
|
| |
Relative TSR
|
| |
Estimated: 200%
|
|
|
2019
|
| |
All NEOs
|
| |
Jan 2019-Dec 2021
|
| |
Relative TSR
|
| |
Estimated: 200%
|
|
|
2018
|
| |
All NEOs
|
| |
Jan 2018-Dec 2020
|
| |
Relative TSR
|
| |
Actual: 100%
|
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement 21
|
|
|
What We Do
|
| |
✓
|
| |
The Organization and Compensation Committee of the Board of Directors approves all aspects of executive officer pay
|
|
|
✓
|
| |
Target pay levels to be, on average, within a competitive range of the median of comparable companies, considering an individual’s responsibilities, business impact, performance and other factors
|
| |||
|
✓
|
| |
Provide the majority of pay through performance-based annual and long-term programs
|
| |||
|
✓
|
| |
Balance short- and long-term incentives using multiple performance metrics, covering individual, financial and total shareholder return performance
|
| |||
|
✓
|
| |
Cap incentive awards that are based on performance goals
|
| |||
|
✓
|
| |
Have “double trigger” (qualifying termination of employment following a change in control) requirements for NEO severance payments and/or equity acceleration for all of the NEOs’ outstanding awards
|
| |||
|
✓
|
| |
Maintain guidelines for robust stock ownership by our NEOs to ensure ongoing and meaningful alignment with shareholders
|
| |||
|
✓
|
| |
Have a compensation recoupment (“clawback”) policy for executive officers in the event of a financial restatement
|
| |||
|
✓
|
| |
Prohibit hedging transactions, purchasing the Company’s common stock on margin or pledging such shares
|
| |||
|
✓
|
| |
Review key elements of the officer pay program annually, as conducted by the Committee, which also considers our business and talent needs, and market trends
|
| |||
|
✓
|
| |
Use an independent compensation consultant to evaluate our executive compensation program relative to our peers, and outside legal counsel to draft our executive compensation plans and award agreements
|
| |||
|
|
| |
|
| |
|
|
|
What We Don’t Do
|
| |
×
|
| |
Do not provide excise tax gross-ups
|
|
|
×
|
| |
Do not have compensation practices that encourage unnecessary and excessive risk taking
|
| |||
|
×
|
| |
Do not grant stock options or stock appreciation rights with an exercise price less than the fair market value on the grant date
|
| |||
|
×
|
| |
Do not provide dividends or dividend equivalents on unearned PSUs unless and until the underlying PSU vests (and if such PSUs are forfeited, no dividend equivalents are paid out)
|
| |||
|
×
|
| |
Do not provide car allowances, club memberships or similar perquisites
|
|
|
|
| |
|
| |
|
|
|
22
|
| |
|
| |
2021 Proxy Statement
|
|
|
Party:
|
| |
Primary Roles:
|
| |||
|
Organization and Compensation Committee (composed solely of independent directors)
|
| |
•
|
| |
Oversee all aspects of the executive compensation program
|
|
|
•
|
| |
Approve officer compensation levels, incentive plan performance goals, and award payouts
|
| |||
|
•
|
| |
Approve specific performance goals and objectives, as well as corresponding compensation, for the CEO
|
| |||
|
•
|
| |
Ensure the executive compensation program best achieves the Company’s objectives, considering the business strategy, talent needs, and market trends
|
| |||
|
Senior Management
(CEO, CFO and CHRO)
|
| |
•
|
| |
Make recommendations regarding the potential structure of the executive compensation program, including input on key business strategies and objectives
|
|
|
•
|
| |
Make recommendations regarding the pay levels of the officer team (excluding the CEO)
|
| |||
|
•
|
| |
Provide any other information requested by the Committee
|
| |||
|
Compensation Consultant (FW Cook)
|
| |
•
|
| |
Advise the Committee on competitive market practices and trends
|
|
|
•
|
| |
Provide proxy pay data for our compensation peer group
|
| |||
|
•
|
| |
Present information and benchmarking regarding specific executive compensation matters, as requested by the Committee
|
| |||
|
•
|
| |
Review management proposals and provide recommendations regarding CEO pay
|
|
•
|
Drive the Company’s strategic plans and objectives;
|
•
|
Create strong alignment of the interests of executives with the creation of shareholder value, particularly as measured by total shareholder return/stock price appreciation;
|
•
|
Provide a market-competitive total compensation package customized to fit our business and talent needs; and
|
•
|
Be cost-effective and straightforward to understand and communicate.
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement 23
|
|
|
American Axle & Manufacturing
|
| |
Garmin Ltd.
|
| |
Rockwell Automation Inc.
|
|
|
Ametek Inc.
|
| |
Gentex Corporation
|
| |
Sensata Technologies Holding PLC
|
|
|
Cooper-Standard Holdings Inc.
|
| |
LCI Industries
|
| |
Spirit AeroSystems Holdings, Inc.
|
|
|
Dana Inc.
|
| |
Meritor Inc.
|
| |
Trimble Inc.
|
|
|
Delphi Technologies
|
| |
Modine Manufacturing Co.
|
| |
|
|
|
FLIR Systems Inc.
|
| |
Nuance Communications Inc.
|
| |
|
|
|
|
| |
|
| |
|
|
|
24
|
| |
|
| |
2021 Proxy Statement
|
|
|
Measure ($ in millions)
|
| |
2020
Threshold
|
| |
2020
Target
|
| |
2020
Maximum
|
| |
2020
Actual
% of
Target
Awarded
|
| |
2020
Weighting
|
| |
2020 Actual
Weighted
% Earned
|
|
|
Adjusted EBITDA(1)
|
| |
$208
|
| |
$254.8-265.2
|
| |
$325
|
| |
$192
|
| |
|
| |
|
|
|
Payout as a % of Target
|
| |
25%
|
| |
100%
|
| |
200%
|
| |
0%
|
| |
40%
|
| |
0%
|
|
|
Adjusted Free Cash Flow(2)
|
| |
$30
|
| |
$50-55
|
| |
$75
|
| |
$112
|
| |
|
| |
|
|
|
Payout as a % of Target
|
| |
25%
|
| |
100%
|
| |
200%
|
| |
200%
|
| |
30%
|
| |
60%
|
|
|
Modifier ($ in millions)
|
| |
Metric Range
|
| |
Modifier
Range
Possible
|
| |
Modifier
Achieved
|
| |
Modifier
Applied
|
|
|
Written Quality Concerns
|
| |
Greater than 461 to less than 360
|
| |
-/+ 5%
|
| |
- 5%
|
| |
- 5%
|
|
|
Management Business Objectives
|
| |||||||||||||||
|
•
|
| |
New Business Wins
|
| |
•
|
| |
New Product Development
|
| |
•
|
| |
Program Management
|
|
|
•
|
| |
Technology Capabilities
|
| |
•
|
| |
Operations Talent Management
|
| |
|
| |
|
|
(1)
|
The Company defines adjusted EBITDA as net income attributable to the Company, adjusted to eliminate the impact of depreciation and amortization, restructuring expense, net interest expense, equity in net income of non-consolidated affiliates, loss on divestiture, provision for income taxes, discontinued operations, net income attributable to non-controlling interests, non-cash stock-based compensation expense, and other gains and losses not reflective of the Company’s ongoing operations.
|
(2)
|
The Company defines adjusted free cash flow as cash flow provided from operating activities less capital expenditures, including intangibles as further adjusted for restructuring related payments. The adjusted free cash flow target and results for purposes of this Annual Incentive program was further adjusted to exclude U.S. pension contributions.
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement 25
|
|
|
Award Type and Weighting
|
| |
Primary Role
|
| |
Design Features
|
| |||
|
Performance Stock Units
(50% of the total LTI value)
|
| |
Reward the achievement of TSR results from 2020 through 2022 relative to returns of 16 similar companies
|
| |
•
|
| |
PSUs provide executives with the opportunity to earn shares of the Company’s stock based on the Company’s three-year TSR relative to 16 automotive sector peer companies (listed below)
|
|
|
•
|
| |
The awards are divided among three periods with all earned awards paid at the end of the three-year cycle (paid in early 2023)
|
| ||||||
|
•
|
| |
2020 TSR performance (25% of award opportunity) which was earned at 200% based on the Company’s 93rd percentile rank
|
| ||||||
|
•
|
| |
2020 through 2021 TSR performance (25% of award opportunity)
|
| ||||||
|
•
|
| |
2020 through 2022 TSR performance (50% of award opportunity)
|
| ||||||
|
•
|
| |
The awards for the first and second performance periods will be increased to reflect the performance over the entire three-year cycle, if greater. If the Company’s actual TSR is negative during a performance period, the award earned for that period cannot exceed 100% of target (regardless of percentile rank within the peer group).
|
| ||||||
|
•
|
| |
Awards can be earned up to 200% of the target award opportunity based on the Company’s TSR performance percentile ranking within the comparator group (Visteon plus the 16 TSR peer companies)
|
| ||||||
|
•
|
| |
No award earned if Visteon’s performance is below the 25th percentile
|
| ||||||
|
•
|
| |
35% of target award earned at the 25th percentile, 100% at 55th percentile and 200% at 80th percentile
|
| ||||||
|
•
|
| |
Award payouts for performance between the percentiles specified above is determined based on interpolation
|
| ||||||
|
•
|
| |
TSR is calculated using the 20-trading day average closing price at the start and end of the performance period, adjusted for dividends
|
| ||||||
|
Stock Options (25% of the total LTI value)
|
| |
Reward for appreciation in the Company’s stock price
|
| |
•
|
| |
Exercise price is equal to the average of the high and low trading prices on the date of grant
|
|
|
•
|
| |
Vest one-third per year beginning one year after the date of grant
|
| ||||||
|
•
|
| |
Seven-year term, upon which any unexercised options would expire
|
| ||||||
|
Restricted
Stock Units
(25% of the total LTI
value)
|
| |
Facilitate retention and provide an ownership stake
|
| |
•
|
| |
Vest one-third per year beginning one year after the date of grant
|
|
|
|
| |
|
| |
|
|
|
26
|
| |
|
| |
2021 Proxy Statement
|
|
|
Adient, Inc.
|
| |
Cooper Standard
|
| |
Magna International, Inc.
|
|
|
American Axle & Mfg Holdings
|
| |
Dana Incorporated
|
| |
Meritor Inc.
|
|
|
Aptiv PLC
|
| |
Delphi Technologies
|
| |
Tenneco Inc.
|
|
|
Autoliv, Inc.
|
| |
Denso
|
| |
Valeo
|
|
|
BorgWarner Inc.
|
| |
Faurecia
|
| |
|
|
|
Continental
|
| |
Lear Corporation
|
| |
|
|
•
|
Revised award mix to 60% PSUs and 40% RSUs, eliminating the use of stock options; and
|
•
|
Moved to a single, three-year performance period for PSUs based on relative TSR performance.
|
•
|
Chief Executive Officer — six times (6x) base salary; and
|
•
|
Executive and Senior Vice Presidents — three times (3x) base salary.
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement 27
|
|
|
|
| |
|
| |
|
|
|
28
|
| |
|
| |
2021 Proxy Statement
|
|
•
|
The payment, grant, or vesting of such compensation was based on the achievement of financial results that were subsequently the subject of a restatement of the Company’s financial statements filed with the Securities and Exchange Commission;
|
•
|
The amount of the compensation that would have been received by the executive officer, had the financial results been properly reported, would have been lower than the amount actually received; and
|
•
|
The Board determines in its sole discretion that it is in the best interests of the Company and its shareholders for the executive officer to repay or forfeit all or any portion of the compensation.
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement 29
|
|
|
|
| |
|
| |
|
|
|
30
|
| |
|
| |
2021 Proxy Statement
|
|
|
Name and Principal
Position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)(1)
|
| |
Stock
Awards
($)(2)
|
| |
Options
Awards
($)(3)
|
| |
Non-Equity
Incentive Plan
Compensation
($)(4)
|
| |
Change in
Pension Value
& Nonqualified
Deferred
Compensation
Earnings
($)(5)
|
| |
All Other
Compensation
($)(6)
|
| |
Total
($)
|
|
|
Sachin S. Lawande
|
| |
2020
|
| |
$892,667
|
| |
$—
|
| |
$4,295,383
|
| |
$1,499,995
|
| |
$1,287,500
|
| |
$—
|
| |
$285,652
|
| |
$8,261,197
|
|
|
Director, President and Chief
|
| |
2019
|
| |
$1,030,000
|
| |
$—
|
| |
$4,470,046
|
| |
$1,499,990
|
| |
$721,000
|
| |
$—
|
| |
$287,109
|
| |
$8,008,145
|
|
|
Executive Officer(7)
|
| |
2018
|
| |
$1,030,000
|
| |
$—
|
| |
$4,504,035
|
| |
$1,499,978
|
| |
$298,700
|
| |
$—
|
| |
$526,207
|
| |
$7,858,920
|
|
|
Jerome J. Rouquet
|
| |
2020
|
| |
$445,870
|
| |
$600,000
|
| |
$1,379,000
|
| |
$299,995
|
| |
$387,123
|
| |
$—
|
| |
$39,948
|
| |
$3,151,936
|
|
|
Senior Vice President and
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Chief Financial Officer(8)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Brett D. Pynnonen
|
| |
2020
|
| |
$396,000
|
| |
$—
|
| |
$343,607
|
| |
$119,998
|
| |
$286,000
|
| |
$—
|
| |
$63,586
|
| |
$1,209,191
|
|
|
Senior Vice President
|
| |
2019
|
| |
$440,000
|
| |
$—
|
| |
$327,785
|
| |
$110,003
|
| |
$160,160
|
| |
$—
|
| |
$77,630
|
| |
$1,115,578
|
|
|
and General Counsel(9)
|
| |
2018
|
| |
$440,000
|
| |
$—
|
| |
$497,774
|
| |
$98,987
|
| |
$66,352
|
| |
$—
|
| |
$108,578
|
| |
$1,211,691
|
|
|
Robert R. Vallance
|
| |
2020
|
| |
$364,396
|
| |
$—
|
| |
$329,352
|
| |
$114,993
|
| |
$263,175
|
| |
$—
|
| |
$60,345
|
| |
$1,132,261
|
|
|
Senior Vice President,
|
| |
2019
|
| |
$404,884
|
| |
$—
|
| |
$342,730
|
| |
$114,991
|
| |
$147,378
|
| |
$—
|
| |
$71,723
|
| |
$1,081,706
|
|
|
Customer Business Groups(10)
|
| |
2018
|
| |
$400,064
|
| |
$—
|
| |
$273,392
|
| |
$91,078
|
| |
$61,057
|
| |
$—
|
| |
$109,581
|
| |
$935,172
|
|
|
Matthew M. Cole
|
| |
2020
|
| |
$340,461
|
| |
$—
|
| |
$314,947
|
| |
$110,009
|
| |
$221,300
|
| |
$—
|
| |
$58,792
|
| |
$1,045,509
|
|
|
Senior Vice President,
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Product Delivery(11)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Sunil K. Bilolikar
|
| |
2020
|
| |
$82,845
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$52,509
|
| |
$318,014
|
| |
$1,253,048
|
| |
$1,706,416
|
|
|
Former Senior Vice President,
|
| |
2019
|
| |
$405,020
|
| |
$—
|
| |
$271,912
|
| |
$91,249
|
| |
$117,942
|
| |
$177,818
|
| |
$491,377
|
| |
$1,555,318
|
|
|
Operations and Supply Chain(12)
|
| |
2018
|
| |
$400,198
|
| |
$—
|
| |
$273,523
|
| |
$91,110
|
| |
$61,077
|
| |
$—
|
| |
$1,268,886
|
| |
$2,094,794
|
|
|
William M. Robertson
|
| |
2020
|
| |
$90,000
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$252,207
|
| |
$16,206
|
| |
$358,413
|
|
|
Former Vice President and
|
| |
2019
|
| |
$248,010
|
| |
$—
|
| |
$220,711
|
| |
$—
|
| |
$—
|
| |
$168,520
|
| |
$202,717
|
| |
$839,958
|
|
|
Interim Chief Financial Officer(13)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(1)
|
This column is comprised of a sign-on bonus payment to Mr. Rouquet.
|
(2)
|
The amounts shown in this column represent the grant date fair values for PSU and RSU awards in 2020, 2019 and 2018. The grant date fair values have been determined based on the assumptions and methodologies set forth in Note 13 “Stock-Based Compensation” to the consolidated financial statements included in Item 8 “Financial Statements and Supplementary Data” of the Company's 2020 10-K. Assuming the maximum performance levels are achieved for the NEOs’ PSUs granted in 2020 and based on the grant date share price, the values in the “Stock Awards” column would be $6,241,567 for Mr. Lawande; $1,768,247 for Mr. Rouquet; $499,296 for Mr. Pynnonen; $478,574 for Mr. Vallance; and $457,648 for Mr. Cole. These amounts may not reflect the actual value realized upon vesting or settlement, if any.
|
(3)
|
The amounts shown in this column represent the grant date fair values for stock options granted in 2020, 2019 and 2018. The grant date fair values have been determined based on the assumptions and methodologies set forth in Note 13 “Stock-Based Compensation” to the consolidated financial statements included in Item 8 “Financial Statements and Supplementary Data” of the Company's 2020 10-K.
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement 31
|
|
(4)
|
For 2020, this column is comprised of the amounts payable to each of the NEOs under the 2020 annual incentive performance program, as further described in the “Compensation Discussion and Analysis,” above. Incentive target amounts were unadjusted for the temporary salary reductions which occurred in 2020 as a result of the coronavirus pandemic. There were no earnings on non-equity incentive plan compensation earned or paid to the NEOs in or for 2020.
|
(5)
|
This column reflects an estimate of the aggregate change in actuarial present value of each NEOs' accumulated benefit under all defined benefit pension plans from the measurement dates for such plans used for financial statement purposes. Messrs. Bilolikar and Robertson received lump sum disbursements of all defined benefit plan balances during 2020. See “Retirement Benefits — Defined Benefit Plans,” below. None of the NEOs received or earned any above-market or preferential earnings on deferred compensation.
|
(6)
|
For 2020, this column includes the following benefits paid to, or on behalf of, the NEOs:
|
•
|
Life insurance premiums paid by the Company on behalf of all the NEOs;
|
•
|
Company contributions to the Company's 401(k) defined contribution plan, DC SERP, and Savings Parity Plan on behalf of Mr. Lawande ($270,976), Mr. Rouquet ($37,300), Mr. Pynnonen ($62,510), Mr. Vallance ($57,534), Mr. Cole ($57,886), Mr. Bilolikar ($32,515) and Mr. Robertson ($5,400);
|
•
|
Disability insurance premiums paid by the Company on behalf of Mr. Lawande ($11,971) and Mr. Rouquet ($1,337);
|
•
|
Severance payment to Mr. Bilolikar ($1,002,425) and unused vacation payments to Mr. Bilolikar ($7,789) and Mr. Robertson ($10,385);
|
•
|
Tax payments and reimbursements on behalf of Mr. Bilolikar ($4,906) in connection with his international service assignment;
|
•
|
The payment of expenses to or on behalf of Mr. Bilolikar ($203,844) under the Company’s international service employee program. As Mr. Bilolikar’s international assignment ended in late 2019, these are trailing costs related to his former assignment and repatriation.
|
(7)
|
Mr. Lawande joined Visteon as Chief Executive Officer and President effective June 29, 2015.
|
(8)
|
Mr. Rouquet joined Visteon as Senior Vice President, Finance on January 21, 2020 and became Chief Financial Officer on March 1, 2020.
|
(9)
|
Mr. Pynnonen joined Visteon on March 14, 2016.
|
(10)
|
Mr. Vallance has been Senior Vice President, Customer Business Groups since December 2016. Prior to that, he was Vice President, Customer Business Groups upon rejoining the Company in July 2014.
|
(11)
|
Mr. Cole has been Senior Vice President, Product Delivery since December 2016. Prior to that, he was Vice President, Product Development upon rejoining the Company in July 2014.
|
(12)
|
Mr. Bilolikar served as Senior Vice President, Operations and Supply Chain until his separation from Visteon effective March 13, 2020.
|
(13)
|
Mr. Robertson served as Vice President and interim Chief Financial Officer effective November 1, 2019 through February 28, 2020.
|
|
|
| |
|
| |
|
|
|
32
|
| |
|
| |
2021 Proxy Statement
|
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement 33
|
|
|
Name
|
| |
Grant
Date
|
| |
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
|
| |
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
|
| |
All
Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(3)
|
| |
All
Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)
|
| |
Exercise
or Base
Price of
Option
Awards
($ /Sh)
|
| |
Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)(4)
|
| ||||||||||||
|
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| ||||||||||||||||||
|
Sachin S. Lawande
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Annual Cash Incentive(1)
|
| |
—
|
| |
$96,563
|
| |
$1,287,500
|
| |
$2,575,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Stock Options
|
| |
03/04/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
70,126
|
| |
$66.98
|
| |
$1,499,995
|
|
|
Restricted Stock Units
|
| |
03/04/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
19,340
|
| |
—
|
| |
—
|
| |
$1,295,393
|
|
|
Performance Stock Units
|
| |
03/04/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
3,160
|
| |
36,114
|
| |
72,228
|
| |
—
|
| |
—
|
| |
—
|
| |
$2,999,990
|
|
|
Jerome J. Rouquet
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Annual Cash Incentive(1)
|
| |
—
|
| |
$24,195
|
| |
$322,602
|
| |
$645,205
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Stock Options
|
| |
03/04/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
14,025
|
| |
$66.98
|
| |
$299,995
|
|
|
Restricted Stock Units
|
| |
01/21/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,712
|
| |
—
|
| |
—
|
| |
$519,906
|
|
|
Restricted Stock Units
|
| |
03/04/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,868
|
| |
—
|
| |
—
|
| |
$259,079
|
|
|
Performance Stock Units
|
| |
03/04/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
632
|
| |
7,223
|
| |
14,446
|
| |
—
|
| |
—
|
| |
—
|
| |
$600,015
|
|
|
Brett D. Pynnonen
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Annual Cash Incentive(1)
|
| |
—
|
| |
$21,450
|
| |
$286,000
|
| |
$572,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Stock Options
|
| |
03/04/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,610
|
| |
$66.98
|
| |
$119,998
|
|
|
Restricted Stock Units
|
| |
03/04/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,547
|
| |
—
|
| |
—
|
| |
$103,618
|
|
|
Performance Stock Units
|
| |
03/04/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
253
|
| |
2,889
|
| |
5,778
|
| |
—
|
| |
—
|
| |
—
|
| |
$239,989
|
|
|
Robert R. Vallance
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Annual Cash Incentive(1)
|
| |
—
|
| |
$19,738
|
| |
$263,175
|
| |
$526,349
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Stock Options
|
| |
03/04/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,376
|
| |
$66.98
|
| |
$114,993
|
|
|
Restricted Stock Units
|
| |
03/04/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,483
|
| |
—
|
| |
—
|
| |
$99,331
|
|
|
Performance Stock Units
|
| |
03/04/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
242
|
| |
2,769
|
| |
5,538
|
| |
—
|
| |
—
|
| |
—
|
| |
$230,021
|
|
|
Matthew M. Cole
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Annual Cash Incentive(1)
|
| |
—
|
| |
$18,442
|
| |
$245,889
|
| |
$491,777
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Stock Options
|
| |
03/04/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,143
|
| |
$66.98
|
| |
$110,009
|
|
|
Restricted Stock Units
|
| |
03/04/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,418
|
| |
—
|
| |
—
|
| |
$94,978
|
|
|
Performance Stock Units
|
| |
03/04/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
232
|
| |
2,648
|
| |
5,296
|
| |
—
|
| |
—
|
| |
—
|
| |
$219,969
|
|
|
Sunil K. Bilolikar
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Annual Cash Incentive(1)
|
| |
—
|
| |
$3,938
|
| |
$52,509
|
| |
$105,017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
(1)
|
Represents the performance-based cash bonus opportunity under the 2020 annual incentive program, as further described in the “Compensation Discussion and Analysis,” above. Target amounts under this program were unadjusted for the temporary salary reductions which occurred in 2020 as a result of the coronavirus pandemic. The amounts actually paid under this program are set forth in the “Non-Equity Incentive Plan Compensation” column of the above “Summary Compensation Table.”
|
(2)
|
Represents PSU grants made under the 2020 long-term incentive program, as further described in the “Compensation Discussion and Analysis,” above.
|
(3)
|
Represents RSUs and stock options granted under the 2020 long-term incentive program, as further described in the “Compensation Discussion and Analysis,” above.
|
(4)
|
A discussion of assumptions used in calculating grant date fair values in accordance with FASB ASC Topic 718 may be found in Note 13 “Stock Based Compensation” to the consolidated financial statements included in Item 8 “Financial Statements and Supplementary Data” of the Company’s 2020 Form 10-K. The closing price of the Company’s shares on March 4, 2020 was $68.48. The grant date fair value for the PSUs was determined using a Monte Carlo simulation and was based on a price of $83.07 per target unit. The grant date fair value for the RSUs was based on price of $66.98, the average high and low market price of the Company’s stock on the grant date. The grant date fair value for the Options was determined using the Black-Scholes option pricing model and was based on a price of $21.39 per option. The ultimate value of stock-based awards, if any, will depend on the future value of the common stock and the holder’s investment decisions, neither of which can be accurately predicted.
|
|
|
| |
|
| |
|
|
|
34
|
| |
|
| |
2021 Proxy Statement
|
|
|
|
| |
|
| |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1)
|
| |
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
| |
Option
Exercise
Price
($)(2)
|
| |
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
($)(3)
|
| |
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
| |
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)(3)
|
|
|
Sachin S. Lawande
|
| |
06/29/2015
|
| |
770
|
| |
—
|
| |
—
|
| |
$62.76
|
| |
06/28/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
03/04/2016
|
| |
32,261
|
| |
—
|
| |
—
|
| |
$72.98
|
| |
03/03/2023
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
03/03/2017
|
| |
47,187
|
| |
—
|
| |
—
|
| |
$94.77
|
| |
03/02/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
03/01/2018
|
| |
31,357
|
| |
15,679
|
| |
—
|
| |
$124.34
|
| |
02/28/2025
|
| |
4,033(4)
|
| |
$506,222
|
| |
22,879(10)
|
| |
$2,871,772
|
|
|
|
| |
03/07/2019
|
| |
21,249
|
| |
42,499
|
| |
—
|
| |
$80.97
|
| |
03/06/2026
|
| |
12,104(5)
|
| |
$1,519,294
|
| |
52,170(11)
|
| |
$6,548,378
|
|
|
|
| |
03/04/2020
|
| |
—
|
| |
70,126
|
| |
—
|
| |
$66.98
|
| |
03/03/2027
|
| |
19,340(6)
|
| |
$2,427,557
|
| |
72,228(12)
|
| |
$9,066,059
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Jerome J. Rouquet
|
| |
01/21/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,712(7)
|
| |
$716,970
|
| |
—
|
| |
—
|
|
|
|
| |
03/04/2020
|
| |
—
|
| |
14,025
|
| |
—
|
| |
$66.98
|
| |
03/03/2027
|
| |
3,868(6)
|
| |
$485,511
|
| |
14,446(12)
|
| |
$1,813,262
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Brett D. Pynnonen
|
| |
03/03/2017
|
| |
3,737
|
| |
—
|
| |
—
|
| |
$94.77
|
| |
03/02/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
03/01/2018
|
| |
2,069
|
| |
1,035
|
| |
—
|
| |
$124.34
|
| |
02/28/2025
|
| |
266(4)
|
| |
$33,388
|
| |
1,510(10)
|
| |
$189,535
|
|
|
|
| |
03/01/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,613(8)
|
| |
$202,464
|
| |
—
|
| |
—
|
|
|
|
| |
03/07/2019
|
| |
1,558
|
| |
3,117
|
| |
—
|
| |
$80.97
|
| |
03/06/2026
|
| |
888(5)
|
| |
$111,462
|
| |
3,826(11)
|
| |
$480,240
|
|
|
|
| |
03/04/2020
|
| |
—
|
| |
5,610
|
| |
—
|
| |
$66.98
|
| |
03/03/2027
|
| |
1,547(6)
|
| |
$194,179
|
| |
5,778(12)
|
| |
$725,255
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Robert R. Vallance
|
| |
03/05/2015
|
| |
716
|
| |
—
|
| |
—
|
| |
$59.59
|
| |
03/04/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
03/04/2016
|
| |
2,212
|
| |
—
|
| |
—
|
| |
$72.98
|
| |
03/03/2023
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
01/11/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
10,339(9)
|
| |
$1,297,751
|
| |
—
|
| |
—
|
|
|
|
| |
03/03/2017
|
| |
3,275
|
| |
—
|
| |
—
|
| |
$94.77
|
| |
03/02/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
03/01/2018
|
| |
1,904
|
| |
952
|
| |
—
|
| |
$124.34
|
| |
02/28/2025
|
| |
245(4)
|
| |
$30,752
|
| |
1,389(10)
|
| |
$174,347
|
|
|
|
| |
03/07/2019
|
| |
1,629
|
| |
3,258
|
| |
—
|
| |
$80.97
|
| |
03/06/2026
|
| |
928(5)
|
| |
$116,483
|
| |
4,000(11)
|
| |
$502,080
|
|
|
|
| |
03/04/2020
|
| |
—
|
| |
5,376
|
| |
—
|
| |
$66.98
|
| |
03/03/2027
|
| |
1,483(6)
|
| |
$186,146
|
| |
5,538(12)
|
| |
$695,130
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Matthew M. Cole
|
| |
01/11/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,122(9)
|
| |
$1,144,993
|
| |
—
|
| |
—
|
|
|
|
| |
03/03/2017
|
| |
2,921
|
| |
—
|
| |
—
|
| |
$94.77
|
| |
03/02/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
03/01/2018
|
| |
1,779
|
| |
890
|
| |
—
|
| |
$124.34
|
| |
02/28/2025
|
| |
229(4)
|
| |
$28,744
|
| |
1,298(10)
|
| |
$162,925
|
|
|
|
| |
03/07/2019
|
| |
—
|
| |
2,728
|
| |
—
|
| |
$80.97
|
| |
03/06/2026
|
| |
777(5)
|
| |
$97,529
|
| |
3,348(11)
|
| |
$420,241
|
|
|
|
| |
03/04/2020
|
| |
—
|
| |
5,143
|
| |
—
|
| |
$66.98
|
| |
03/03/2027
|
| |
1,418(6)
|
| |
$177,987
|
| |
5,296(12)
|
| |
$664,754
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Sunil K. Bilolikar
|
| |
03/01/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,178(10)
|
| |
$147,863
|
|
|
|
| |
03/07/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,792(11)
|
| |
$224,932
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
William M. Robertson
|
| |
03/01/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,248(10)
|
| |
$156,649
|
|
(1)
|
Stock options vest in one-third increments annually from date of grant.
|
(2)
|
For options granted on March 5 and June 29, 2015, the exercise price shown reflects the reduction which resulted from the January 2016 Special Distribution.
|
(3)
|
The market value of unvested RSUs and PSUs was determined using a per share price of $125.52, the closing price of our common stock as reported on The NASDAQ Global Select Market as of December 31, 2020.
|
(4)
|
RSUs that vested on March 1, 2021. Original award vested ratably over three years.
|
(5)
|
RSUs that vest on March 7, 2021 and 2022. Original award vested ratably over three years.
|
(6)
|
RSUs that vest one-third on each of March 15, 2021, 2022 and 2023.
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement 35
|
|
(7)
|
RSUs that vest ratably on January 21, 2021 and 2022.
|
(8)
|
RSUs that cliff vest on March 1, 2022.
|
(9)
|
RSUs that cliff vested on January 11, 2021.
|
(10)
|
PSUs granted in 2018 with a performance period which concluded on December 31, 2020 and vesting which occurred on January 31, 2021 as adjusted for the actual aggregate relative TSR performance achieved of 100%, certified by the Committee on January 26, 2021.
|
(11)
|
PSUs granted in 2019 with a performance period which concludes on December 31, 2021 and vesting on January 31, 2022 as adjusted for maximum (200%) relative TSR performance.
|
(12)
|
PSUs granted in 2020 with a performance period which concludes on December 31, 2022 and vesting on January 31, 2023 as adjusted for maximum (200%) relative TSR performance.
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||
|
Name
|
| |
Number of Shares
Acquired on Exercise
(#)
|
| |
Value Realized
on Exercise
($)(1)
|
| |
Number of Shares
Acquired on Vesting
(#)(2)
|
| |
Value Realized
on Vesting
($)(2)
|
|
|
Sachin S. Lawande
|
| |
—
|
| |
$—
|
| |
41,035
|
| |
$3,165,406
|
|
|
Jerome J. Rouquet
|
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
|
|
Brett D. Pynnonen
|
| |
—
|
| |
$—
|
| |
3,158
|
| |
$244,834
|
|
|
Robert R. Vallance
|
| |
—
|
| |
$—
|
| |
2,857
|
| |
$220,190
|
|
|
Matthew M. Cole
|
| |
3,707
|
| |
$68,331
|
| |
2,531
|
| |
$195,297
|
|
|
Sunil K. Bilolikar
|
| |
9,420
|
| |
$174,586
|
| |
6,558
|
| |
$503,806
|
|
|
William M. Robertson
|
| |
3,410
|
| |
$56,171
|
| |
4,078
|
| |
$353,388
|
|
(1)
|
These values were determined by using the market value of our common stock on NASDAQ at the time of exercise less the option exercise price, without regard to cash or shares withheld for income tax purposes.
|
(2)
|
These values were determined by using the average of the high and low prices of our common stock on NASDAQ on such vesting dates, without regard to cash or shares withheld for income tax purposes.
|
|
Name
|
| |
Plan Name
|
| |
Number of
Years of
Credited
Service
(#)
|
| |
Present Value of
Accumulated
Benefit
($)
|
| |
Payments
During Last
Fiscal Year
($)
|
|
|
Sunil K. Bilolikar
|
| |
Visteon Pension Plan
|
| |
—
|
| |
$—
|
| |
$851,944
|
|
|
|
| |
Pension Parity Plan
|
| |
—
|
| |
$—
|
| |
$84,526
|
|
|
|
| |
Supplemental Executive Retirement Plan
|
| |
—
|
| |
$—
|
| |
$537,190
|
|
|
William M. Robertson
|
| |
Visteon Pension Plan
|
| |
—
|
| |
$—
|
| |
$950,184
|
|
|
|
| |
Pension Parity Plan
|
| |
—
|
| |
$—
|
| |
$22,431
|
|
|
|
| |
Supplemental Executive Retirement Plan
|
| |
—
|
| |
$—
|
| |
$368,095
|
|
|
|
| |
|
| |
|
|
|
36
|
| |
|
| |
2021 Proxy Statement
|
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement 37
|
|
|
Name
|
| |
Executive
Contributions
in Last FY
($)
|
| |
Registrant
Contributions
in Last FY
($)(3)
|
| |
Aggregate
Earnings
in Last
FY ($)
|
| |
Aggregate
Withdrawals/
Distributions
($)
|
| |
Aggregate
Balance
at Last
FYE
($)
|
|
|
Sachin S. Lawande
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Savings Parity Plan(1)
|
| |
$—
|
| |
$62,210
|
| |
$93,241
|
| |
$—
|
| |
$667,792
|
|
|
DC SERP(2)
|
| |
$—
|
| |
$191,666
|
| |
$331,859
|
| |
$—
|
| |
$2,144,038
|
|
|
Jerome J. Rouquet
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Savings Parity Plan(1)
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
|
|
DC SERP(2)
|
| |
$—
|
| |
$23,625
|
| |
$4,809
|
| |
$—
|
| |
$28,434
|
|
|
Brett D. Pynnonen
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Savings Parity Plan(1)
|
| |
$—
|
| |
$7,910
|
| |
$16,418
|
| |
$—
|
| |
$108,557
|
|
|
DC SERP(2)
|
| |
$—
|
| |
$37,500
|
| |
$52,575
|
| |
$—
|
| |
$324,888
|
|
|
Robert R. Vallance
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Savings Parity Plan(1)
|
| |
$—
|
| |
$10,103
|
| |
$74,300
|
| |
$—
|
| |
$217,170
|
|
|
DC SERP(2)
|
| |
$—
|
| |
$34,520
|
| |
$176,363
|
| |
$—
|
| |
$437,930
|
|
|
Matthew M. Cole
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Savings Parity Plan(1)
|
| |
$—
|
| |
$6,054
|
| |
$11,697
|
| |
$—
|
| |
$104,073
|
|
|
DC SERP(2)
|
| |
$—
|
| |
$34,732
|
| |
$30,924
|
| |
$—
|
| |
$236,053
|
|
|
Sunil K. Bilolikar
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Savings Parity Plan(1)
|
| |
$—
|
| |
$—
|
| |
$19,749
|
| |
$262,573
|
| |
$—
|
|
|
DC SERP(2)
|
| |
$—
|
| |
$18,071
|
| |
$45,353
|
| |
$578,933
|
| |
$—
|
|
|
William M. Robertson
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Savings Parity Plan(1)
|
| |
$—
|
| |
$—
|
| |
$25,414
|
| |
$213,215
|
| |
$—
|
|
|
DC SERP(2)
|
| |
$—
|
| |
$—
|
| |
$40,594
|
| |
$397,559
|
| |
$—
|
|
(1)
|
The Savings Parity Plan was adopted effective January 1, 2012. The company contributions noted in this table represent accrued contributions to be credited to each participant’s account for the fiscal year reported in this Proxy as well as well as the aggregate earnings and aggregate withdrawals/distributions made to the participants’ accounts during fiscal year 2020.
|
(2)
|
The Defined Contribution SERP (“DC SERP”) was adopted effective January 1, 2012. This table reflects company contributions, aggregate earnings, aggregate gains/losses, and aggregate withdrawals/distributions made to the participants’ accounts during fiscal year 2020.
|
(3)
|
These amounts are included in the All Other Compensation column of the Summary Compensation Table.
|
|
|
| |
|
| |
|
|
|
38
|
| |
|
| |
2021 Proxy Statement
|
|
|
Named Executive Officer
|
| |
Involuntary
Termination
(w/o cause or for
Good Reason)
|
| |
Change
in
Control
|
| |
Qualifying
Termination
after Change in
Control
|
|
|
Sachin S. Lawande
|
| |
|
| |
|
| |
|
|
|
• Severance Payments
|
| |
$3,476,250
|
| |
N/A
|
| |
$4,635,000
|
|
|
• Accelerated Stock Option Vesting(1)
|
| |
$—
|
| |
$—
|
| |
$6,017,008
|
|
|
• Accelerated Stock/Unit Awards Vesting(2)
|
| |
$14,454,507
|
| |
$—
|
| |
$22,939,282
|
|
|
• Deferred Compensation(3)
|
| |
$—
|
| |
$—
|
| |
$—
|
|
|
• Continuation of Health & Welfare Benefits(4)
|
| |
$20,715
|
| |
N/A
|
| |
$25,072
|
|
|
• Outplacement Services(5)
|
| |
$50,000
|
| |
N/A
|
| |
$50,000
|
|
|
• Tax Gross-Up
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
|
|
Totals
|
| |
$18,001,472
|
| |
$—
|
| |
$33,666,362
|
|
|
Jerome J. Rouquet
|
| |
|
| |
|
| |
|
|
|
• Severance Payments
|
| |
$1,299,375
|
| |
N/A
|
| |
$1,299,375
|
|
|
• Accelerated Stock Option Vesting(1)
|
| |
$—
|
| |
$—
|
| |
$821,024
|
|
|
• Accelerated Stock/Unit Awards Vesting(6)
|
| |
$1,388,879
|
| |
$—
|
| |
$3,015,744
|
|
|
• Deferred Compensation(3)
|
| |
$—
|
| |
$—
|
| |
$28,434
|
|
|
• Continuation of Health & Welfare Benefits(4)
|
| |
$27,478
|
| |
N/A
|
| |
$29,699
|
|
|
• Outplacement Services(5)
|
| |
$50,000
|
| |
N/A
|
| |
$50,000
|
|
|
• Tax Gross-Up
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
|
|
Totals
|
| |
$2,765,732
|
| |
$—
|
| |
$5,244,276
|
|
|
Brett D. Pynnonen
|
| |
|
| |
|
| |
|
|
|
• Severance Payments
|
| |
$1,089,000
|
| |
N/A
|
| |
$1,089,000
|
|
|
• Accelerated Stock Option Vesting(1)
|
| |
$—
|
| |
$—
|
| |
$468,493
|
|
|
• Accelerated Stock/Unit Awards Vesting(6)
|
| |
$1,214,280
|
| |
$—
|
| |
$1,936,523
|
|
|
• Deferred Compensation(3)
|
| |
$—
|
| |
$—
|
| |
$433,445
|
|
|
• Continuation of Health & Welfare Benefits(4)
|
| |
$—
|
| |
N/A
|
| |
$1,861
|
|
|
• Outplacement Services(5)
|
| |
$50,000
|
| |
N/A
|
| |
$50,000
|
|
|
• Tax Gross-Up
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
|
|
Totals
|
| |
$2,353,280
|
| |
$—
|
| |
$3,979,322
|
|
|
Robert R. Vallance
|
| |
|
| |
|
| |
|
|
|
• Severance Payments
|
| |
$1,002,088
|
| |
N/A
|
| |
$1,002,088
|
|
|
• Accelerated Stock Option Vesting(1)
|
| |
$—
|
| |
$—
|
| |
$460,978
|
|
|
• Accelerated Stock/Unit Awards Vesting(6)
|
| |
$2,344,212
|
| |
$—
|
| |
$3,002,689
|
|
|
• Deferred Compensation(3)
|
| |
$—
|
| |
$—
|
| |
$—
|
|
|
• Continuation of Health & Welfare Benefits(4)
|
| |
$27,478
|
| |
N/A
|
| |
$29,191
|
|
|
• Outplacement Services(5)
|
| |
$50,000
|
| |
N/A
|
| |
$50,000
|
|
|
• Tax Gross-Up
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
|
|
Totals
|
| |
$3,423,778
|
| |
$—
|
| |
$4,544,946
|
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement 39
|
|
|
Named Executive Officer
|
| |
Involuntary
Termination
(w/o cause or for
Good Reason)
|
| |
Change
in
Control
|
| |
Qualifying
Termination
after Change in
Control
|
|
|
Matthew M. Cole
|
| |
|
| |
|
| |
|
|
|
• Severance Payments
|
| |
$936,268
|
| |
N/A
|
| |
$936,268
|
|
|
• Accelerated Stock Option Vesting(1)
|
| |
$—
|
| |
$—
|
| |
$423,654
|
|
|
• Accelerated Stock/Unit Awards Vesting(6)
|
| |
$2,087,649
|
| |
$—
|
| |
$2,697,174
|
|
|
• Deferred Compensation(3)
|
| |
$—
|
| |
$—
|
| |
$—
|
|
|
• Continuation of Health & Welfare Benefits(4)
|
| |
$27,478
|
| |
N/A
|
| |
$29,079
|
|
|
• Outplacement Services(5)
|
| |
$50,000
|
| |
N/A
|
| |
$50,000
|
|
|
• Tax Gross-Up
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
|
|
Totals
|
| |
$3,101,395
|
| |
$—
|
| |
$4,136,175
|
|
(1)
|
Vesting for all unvested stock options would be accelerated in the event of a change in control followed by a qualifying termination, as defined by the terms and conditions of the relevant awards; the amount included in the table above is the excess of the market price of Visteon common stock as of December 31, 2020 over the exercise prices of the unvested stock options.
|
(2)
|
Mr. Lawande’s RSU and PSU awards are prorated based on service under an involuntary termination without cause or for good reason and fully vest under a qualifying termination after a change in control. The value of the units under each scenario is based upon the market price of Visteon common stock on December 31, 2020 and for PSUs, estimated performance through that date. Additionally, it is assumed that all units are converted or assumed by an acquirer in the event of a change in control, and, thus, such awards do not accelerate upon a change in control with continuing employment.
|
(3)
|
Represents the unvested values as of December 31, 2020 payable under each scenario for the participant’s accounts in the DC SERP and Savings Parity Plan, nonqualified deferred compensation plans.
|
(4)
|
The estimated cost of continuing health and welfare benefits is based on current insurance premiums.
|
(5)
|
The amount of covered or reimbursed services was assumed to be the maximum amount allowable under change in control agreements and the severance plan, as described further below. The amounts to be reimbursed will be only for those expenses actually incurred by the executive, and may be significantly less than the amount presented in the table.
|
(6)
|
Messrs. Rouquet, Pynnonen, Vallance and Cole’s RSU and PSU awards are prorated based on service under an involuntary termination without cause and fully vest under a qualifying termination after a change in control as defined under the terms and conditions of the relevant awards. The value of the units under each scenario is based upon the market price of Visteon common stock on December 31, 2020 and for the PSUs, estimated performance through that date. Additionally, it is assumed that all units are converted or assumed by an acquirer in the event of a change in control, and, thus, such awards do not accelerate upon a change in control with continuing employment.
|
•
|
the payment of any unpaid salary or incentive compensation, together with all other compensation and benefits payable to the executive under the terms of the Company’s compensation and benefits plans, earned through the date of termination;
|
•
|
a severance payment in the amount of one and a half times (other than Mr. Lawande, which is two times) base salary plus the executive’s target annual bonus;
|
•
|
the continuation for 18 months following termination of life, accident and health insurance benefits for the executive and his or her dependents;
|
•
|
all contingent annual bonus awards under the Incentive Plans (or other plans) for periods that have not been completed become payable on a pro-rated basis assuming the achievement at target levels of any individual or corporate performance goals;
|
|
|
| |
|
| |
|
|
|
40
|
| |
|
| |
2021 Proxy Statement
|
|
•
|
the benefits then accrued by or payable to the executive under the SERP, the Pension Parity Plan and the Savings Parity Plan, as applicable, or any other nonqualified plan providing supplemental retirement or deferred compensation benefits, become fully vested; and
|
•
|
reimbursement for the cost of outplacement services for up to 12 months following termination, not to exceed $50,000;
|
•
|
plan awards will become immediately fully vested if the holder’s employment is terminated without “cause” or for “good reason” (each as defined in the applicable change in control or employment agreement) within 24 months following the change in control; or
|
•
|
for plan awards that relate to performance periods that have not been completed as of the date of the change in control and that are not then vested, the awards will become immediately vested to the extent that the performance metrics have been achieved as of the date of such change in control (with any remainder being forfeited) if the holder’s employment is terminated without “cause” or for “good reason” (each as defined in the applicable change in control or employment agreement) within 24 months following the change in control.
|
•
|
a negative material alteration is made in the executive’s duties and responsibilities;
|
•
|
the executive’s annual base salary is decreased (except for certain across-the-board reductions);
|
•
|
the executive is required to relocate his or her residence or principal office location by more than 50 miles;
|
•
|
the executive’s incentive compensation or other benefits are decreased by ten percent or more (except for certain across-the-board reductions); or
|
•
|
the executive is not paid any portion of his or her then current compensation or an installment under any deferred compensation program.
|
•
|
the Company’s assignment of duties (including titles and reporting relationships) inconsistent in any material respect with the duties or responsibilities as contemplated by Mr. Lawande’s employment agreement, any failure to re-nominate Mr. Lawande for election by the Company’s stockholders as a member of the Board, or any other action by the Company that results in a significant diminution in Mr. Lawande’s position, authority, duties or responsibilities (provided that any sale or other disposition of assets by the Company shall not, in and of itself, constitute a significant diminution in Mr. Lawande’s position, authority, duties or responsibilities; and provided, further, that a reduction in authority, duties or responsibilities resulting solely from the Company ceasing to be a publicly traded entity shall not constitute Good Reason hereunder); or
|
•
|
the Company’s material breach of any provision of Mr. Lawande’s employment agreement.
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement 41
|
|
|
|
| |
|
| |
|
|
|
42
|
| |
|
| |
2021 Proxy Statement
|
|
•
|
the outstanding RSUs will vest on a pro rata basis if the holder’s employment is involuntary terminated generally without cause or for good reason (each as defined in the applicable terms and conditions), provided that the holder had remained in the employ of the Company for at least 180 days following the grant date; and
|
•
|
the outstanding PSUs will not be forfeited and will vest on the scheduled vesting date on a pro rata basis if the holder’s employment is involuntary terminated without cause or for good reason (each as defined in the applicable terms and conditions), provided that the holder had remained in the employ of the Company for at least 180 days following the grant date (and the termination is either before any change in control or more than 24 months after any change in control, as defined in the applicable terms and conditions).
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement 43
|
|
|
Plan Category
|
| |
Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options,
Warrants and Rights
(a)(1)
|
| |
Weighted-Average
Exercise
Price of
Outstanding Options,
Warrants and Rights
(b)(1)
|
| |
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (excluding
securities reflected in
column(a))(c)
|
|
|
Equity compensation plans approved by security holders
|
| |
937,120
|
| |
$85.28
|
| |
1,181,674
|
|
|
Equity compensation plans not approved by security holders
|
| |
—
|
| |
$—
|
| |
—
|
|
|
Total
|
| |
937,120
|
| |
$85.28
|
| |
1,181,674
|
|
(1)
|
Comprised of stock options and stock appreciation rights, which may be settled in stock or cash at the election of the Company, and outstanding RSUs and PSUs, which may be settled in stock or cash at the election of the Company without further payment by the holder, granted pursuant to the Visteon Corporation 2010 Incentive Plan, the Visteon Corporation 2020 Incentive Plan, the Non-Employee Director Stock Unit Plan, and the Deferred Compensation Plan for Non-Employee Directors. The weighted-average exercise price of outstanding options, warrants and rights does not take into account RSUs or PSUs that will be settled without any further payment by the holder.
|
|
|
| |
|
| |
|
|
|
44
|
| |
|
| |
2021 Proxy Statement
|
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement 45
|
|
|
Year Ended December 31
|
| |
Audit
Services Fees
|
| |
Audit
Related Fees
|
| |
Tax Fees
|
| |
All Other
Fees
|
|
|
2020
|
| |
$3,251,000
|
| |
$2,000
|
| |
$1,150,000
|
| |
$—
|
|
|
2019
|
| |
$4,000,000
|
| |
$5,000
|
| |
$1,500,000
|
| |
$—
|
|
|
|
| |
|
| |
|
|
|
46
|
| |
|
| |
2021 Proxy Statement
|
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement 47
|
|
|
|
| |
|
| |
|
|
|
48
|
| |
|
| |
2021 Proxy Statement
|
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement 49
|
|
|
|
| |
|
| |
|
|
|
50
|
| |
|
| |
2021 Proxy Statement
|
|
1
|
Has not been an employee of Visteon or its subsidiaries within the last three years.
|
2
|
Is not currently a partner or employee of Visteon’s internal or external auditor or a former partner or employee of Visteon’s internal or external auditor or was within the last three years (but is no longer) a partner or employee of Visteon’s internal or external auditor who personally worked on Visteon’s audit within that time.
|
3
|
Has not been employed by a company in which, concurrently with such employment, an executive officer of Visteon served on the compensation committee of such company within the last three years.
|
4
|
Has not received more than $100,000 per year in direct compensation from Visteon or its subsidiaries within the last three years, other than director or committee fees and pensions or other forms of deferred compensation for prior service (and not contingent on continued service).
|
5
|
Is not currently an executive officer or employee of a company that, within the past three years, has made payments to, or received payments from, Visteon or its subsidiaries for property or services in an amount which, in any single fiscal year, exceeded the greater of $200,000 or 5% of such other company’s consolidated gross revenues for such year.
|
6
|
Has no immediate family member(1) who (i) has been employed by Visteon as an officer, (ii) is a current partner of Visteon’s internal or external auditor or a current employee of Visteon’s internal or external auditor who participates in the audit, assurance or tax compliance (but not tax planning) practice, (iii) is a former partner or employee of Visteon’s internal or external auditor who personally worked on Visteon’s audit within the last three years, (iv) has been employed as an officer of another company where a Visteon executive officer served on the compensation committee of that company within the last three years, (v) received more than $100,000 per year in direct compensation from Visteon or its subsidiaries other than pensions or other forms of deferred compensation for prior service (and not contingent on continued service), or (vi) is currently an officer of a company that has made payments to, or received payments from, Visteon or its subsidiaries for property or services in an amount which, during any twelve month period, exceeded the greater of $200,000 or 5% of such other company’s consolidated gross revenues for such year, in each case, within the last three years.
|
7
|
Is not currently an executive officer of a tax-exempt organization that has received, within the preceding three years, contributions from Visteon or its subsidiaries in any single fiscal year in excess of the greater of $200,000 or 5% of such charitable organization’s consolidated gross revenues for such year.
|
8
|
Does not have any other relationships with the Company or with members of senior management that the Board determines to be material.
|
(1)
|
A director’s immediate family shall include his or her spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law and brothers and sisters-in-law and anyone (other than domestic employees) who shares such director’s home.
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement A-1
|
|
|
Visteon:
|
| |
Twelve Months Ended
December 31, 2020
|
|
|
Net (loss) attributable to Visteon Corporation
|
| |
$(56)
|
|
|
Depreciation and amortization
|
| |
104
|
|
|
Restructuring expense, net
|
| |
76
|
|
|
Provision for income taxes
|
| |
28
|
|
|
Non-cash, stock-based compensation expense
|
| |
18
|
|
|
Net income attributable to non-controlling interests
|
| |
8
|
|
|
Interest expense, net
|
| |
11
|
|
|
Equity in net (loss) of non-consolidated affiliates
|
| |
(6)
|
|
|
Other
|
| |
9
|
|
|
Adjusted EBITDA
|
| |
$192
|
|
|
Total Visteon:
|
| |
Twelve Months Ended
December 31, 2020
|
|
|
Cash provided from operating activities
|
| |
$168
|
|
|
Capital expenditures, including intangibles
|
| |
(104)
|
|
|
Free cash flow
|
| |
$64
|
|
|
Restructuring related payments
|
| |
32
|
|
|
Adjusted free cash flow
|
| |
$96
|
|
|
U.S. pension contributions
|
| |
16
|
|
|
Adjusted free cash flow for Annual Incentive
|
| |
$112
|
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement B-1
|
|
•
|
Take I-275 North
|
•
|
Exit at Ecorse Rd. (Exit 20). The exit is north of I-94 and south of Michigan Ave.
|
•
|
Turn right (east) at Ecorse Rd.
|
•
|
Grace Lake Corporate Center is on the right, approx.1/4 mile from the exit
|
•
|
Exit at Haggerty Rd. (north)
|
•
|
Take Haggerty Rd., approx. 2 miles, to Ecorse Rd. and turn right (east)
|
•
|
Grace Lake Corporate Center is on the right, approx. 1 mile
|
•
|
Exit at Ecorse Rd. (Exit 20). The exit is north of I-94 and south of Michigan Ave.
|
•
|
From the North: turn left (east) at Ecorse Rd.
|
•
|
From the South: turn right (east) at Ecorse Rd.
|
•
|
Grace Lake Corporate Center is on the right, approx.1/4 mile from the exit
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement C-1
|
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement D-1
|
|
|
|
| |
|
| |
|
|
|
D-2
|
| |
|
| |
2021 Proxy Statement
|
|
|
|
| |
|
|
|
|
| |
2021 Proxy Statement D-3
|
|