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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

GARRETT MOTION INC.

(Name of Registrant as Specified In Its Charter)

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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The automotive industry faced many challenges in 2024. Despite this, Garrett strengthened its leadership position, securing more than 50% of available business while making significant progress toward electrification solutions, expanding into industrial applications, continuing to invest in innovation, and prioritizing shareholder returns.

Leading Turbocharging Technology while Driving Zero-Emission Technologies

In 2024, Garrett solidified its position as a global leader in turbocharging, securing key wins in light vehicle gasoline turbochargers across the U.S. and China, along with diesel turbo contracts in Europe and China, reinforcing our competitive edge. Our expansion into natural gas on-highway applications in China further supports cleaner transportation solutions, and we broadened our portfolio with Garrett MEG turbochargers for marine and backup power, with production targeted to begin in 2026.

At the same time, we accelerated from prototype to production-ready, high-speed electric powertrains, with first launches targeted for 2027. Key partnerships, including a letter of intent with SinoTruk and validation testing with a major light vehicle OEM, demonstrate growing demand for our innovative E-powertrain solutions. We also expanded our fuel cell compressor portfolio, with Gen3 fuel cell compressors set to launch in 2025, reinforcing Garrett’s leadership in sustainable mobility.

In 2024, Garrett’s dedication to innovation and customer satisfaction earned multiple industry accolades, including the Stellantis Innovation Award for advanced EV solutions. Celebrating 30 years in China, our Wuhan facility was named among the Top 10 Foreign Enterprises. Additionally, our sustainability efforts were recognized with an Ecovadis Silver award and strong climate performance ratings from CDP and ISS-ESG. Garrett continues to help shape a cleaner and more efficient future.

Strong Operating and Financial Performance

Garrett delivered another year of strong financial performance while navigating a challenging industry environment. We generated Net Income of $282 million for a Net Income Margin of 8.1%, Adjusted EBITDA of $598 million for an Adjusted EBITDA margin of 17.2%, and Net Cash Provided by Operating Activities of $408 million with Adjusted Free Cash Flow of $358 million.

These strong margins and cash flows highlight our solid operating performance and ability to navigate industry cycles, and enabled continued investment in innovative, differentiated products while also returning significant capital to shareholders. In 2024, Garrett repurchased $296 million of its common shares, equivalent to 13% of our share count at the beginning of 2024, and announced a new capital allocation plan, including an aggregate of $50 million in planned dividends for 2025, to be declared and paid quarterly, and authorization for up to $250 million in share repurchases in 2025.

Well-Positioned for 2025

Looking ahead, Garrett continues to be well-positioned for long-term success. While we anticipate another challenging year due to economic uncertainty, geopolitical instability, and a continued soft automotive market, our ability to deliver strong financial and operational performance through industry cycles positions us to maintain solid margins and cash generation, which we expect will allow us to continue investing in both turbo and electrification technologies while returning significant value to shareholders.

I look forward to your attendance at our Annual Meeting and thank you for your continued trust in Garrett Motion.

Sincerely,

Daniel Ninivaggi

Chairman of the Board

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Dear Garrett Shareholder,

It is my pleasure to extend an invitation to Garrett Motion’s 2025 Annual Meeting of Shareholders, scheduled for Thursday, May 22, 2025, at 8:30 a.m. Eastern Time (2:30 p.m. Central Europe Time). This year, we will again host a fully virtual meeting via live webcast, allowing you to participate in the Annual Meeting online and ask questions from wherever you are. Access to the meeting will be available at www.virtualshareholdermeeting.com/GTX2025. For details on attending and participating, please refer to the “General Information About Voting and the Annual Meeting” section of the enclosed proxy statement.

In line with the U.S. Securities and Exchange Commission’s Notice and Access rules, we offer our 2024 Annual Report and proxy materials to our shareholders electronically. This method of delivery not only ensures you receive our materials promptly but also aligns with our commitment to cost efficiency and environmental sustainability.

Ensuring your shares are represented and voted at the Annual Meeting is critical, even if you do not plan on attending the meeting. The proxy statement accompanying this letter provides detailed information on the agenda items for your vote, along with comprehensive instructions on how to vote via telephone, the internet, or mail. We encourage you to review all of our proxy materials thoroughly.

Your investment in Garrett Motion is greatly valued, and we thank you for your ongoing support.

Warm regards,


Olivier Rabiller President & Chief Executive Officer

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GARRETT MOTION INC.

47548 Halyard Drive

Plymouth, MI, USA 48170

La Pièce 16

Rolle, Switzerland 1180

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

2025

ANNUAL MEETING INFORMATION


			DATE Thursday, May 22, 2025
			TIME 8:30 a.m. Eastern Time
			PLACE Online only via live webcast at www.virtualshareholdermeeting.com/ GTX2025

RECORD DATE

Shareholders of record at the close of business on March 31, 2025, are entitled to notice of, and to vote at, the Annual Meeting or any postponement, continuation, or adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 22, 2025: The notice of meeting, proxy statement, and 2024 Annual Report are available free of charge at proxyvote.com and investors.garrettmotion.com.


				To Our Shareholders:
				NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Garrett Motion Inc. (“Garrett” or the “Company”) will be held on Thursday, May 22, 2025, at 8:30 a.m. Eastern Time (2:30 p.m. Central Europe Time). The Annual Meeting will be a completely virtual meeting conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GTX2025 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, proxy card, or on the instructions that accompanied your proxy materials. At the Annual Meeting, shareholders will consider and vote on the following matters:

				1			The election of the nine nominees named in this proxy statement to our board of directors (the “Board of Directors” or “Board”) to serve as directors, each for a one-year term ending at the 2026 annual meeting of shareholders
				2			The ratification of the appointment of Deloitte SA as our independent registered public accounting firm for the fiscal year ending December 31, 2025
				3			The approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as disclosed in this proxy statement
				4			The approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of our named executive officers
				The shareholders will also act on any other business that may properly come before the Annual Meeting or any postponement, continuation, or adjournment thereof.
				Your vote is important regardless of the number of shares you own.

To ensure that a quorum is present at the Annual Meeting, whether or not you expect to attend the Annual Meeting, please vote your shares in advance over the internet or by telephone, or, if you received a copy of the proxy card by mail, you may sign, date, and mail the proxy card in the enclosed envelope. We encourage shareholders to submit their proxy via telephone or online. If you decide to attend the Annual Meeting, you will be able to vote electronically, even if you have previously submitted your proxy.

By Order of the Board of Directors,

Jérôme Maironi

General Counsel & Corporate Secretary

April 9, 2025

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i	PROXY STATEMENT SUMMARY
1	GENERAL INFORMATION ABOUT VOTING AND THE ANNUAL MEETING
5	PROPOSAL ONE – ELECTION OF DIRECTORS
5		Board Recommendation
6		Our Director Nominees
12	CORPORATE GOVERNANCE
13		Director Nominee Independence
13		Board Leadership Structure
14		Board Meetings and Attendance
14		Executive Sessions of Non-Employee Directors
14		Director Orientation and Continuing Education
14		Board Refreshment
15		Comprehensive, Ongoing Process for Board Succession Planning and Selection and Nomination of Directors
15		Shareholder Recommendations and Nominations of Director Candidates
16		Corporate Governance Documents
16		Code of Business Conduct
16		Board Committees
21		Talent Management and Compensation Committee Interlocks and Insider Participation
21		The Board’s Role in Risk Oversight
22		Corporate Responsibility
22		Policy on Compliance with Securities Laws
23		Communications with Directors
23		Our Executive Officers
25	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
28	CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
28		Policies and Procedures for Related Person Transactions
28		Certain Related Person Transactions
30	PROPOSAL TWO – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
30		Board Recommendation
30		Principal Accountant Fees and Services
30		Pre-Approval Policies and Procedures
31		Report of the Audit Committee
32	PROPOSAL THREE – APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
32		Board Recommendation
32		Background and Proposal


33	PROPOSAL FOUR – APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
33		Board Recommendation
33		Background and Proposal
34	EXECUTIVE COMPENSATION
34		Compensation Discussion and Analysis
34		Executive Summary
36		2024 Say-on-Pay Vote
36		Determination of Process
38		Elements of Executive Compensation
42		Other Company Compensation and Benefit Programs
43		Tax and Accounting Considerations
43		Responsible Equity Grant Practices
44		Securities Trading Policy
44		Prohibition on Hedging and Pledging
44		Clawback Policy
44		Stock Ownership Guidelines
45		Talent Management and Compensation Committee Report
46		Summary Compensation Table
48		Grants of Plan-Based Awards – Fiscal Year 2024
48		Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
51		Outstanding Equity Awards at 2024 Fiscal Year-End
52		Stock Vested—Fiscal Year 2024
53		Pension Benefits – Fiscal Year 2024
54		Nonqualified Deferred Compensation – Fiscal Year 2024
55		Summary of Potential Payments and Benefits – Termination Events
57		CEO Pay Ratio Disclosure
58		Pay Versus Performance Disclosure
64		Equity Compensation Plan Information
65	DIRECTOR COMPENSATION
67		2024 Director Compensation Table
68	ADDITIONAL INFORMATION
68		Shareholder Proposals and Director Nominations
68		Householding of Annual Meeting Materials
69		Other Matters
69		Solicitation of Proxies
70	ANNEX - Non-GAAP Financial Measures

Cautionary Note Regarding Forward-Looking Statements: This document, as well as statements incorporated by reference herein and related comments by our management, contain forward-looking statements within the meaning of the U.S. federal securities laws. All statements other than statements of historical fact, including, without limitation, statements regarding our future results of operations and financial position, expectations regarding the growth of the turbocharger and electric vehicle markets and other industry trends, the sufficiency of our cash and cash equivalents, anticipated sources and uses of cash, anticipated investments in our business, our business strategy, pending litigation, anticipated interest expense, and the plans and objectives of management for future operations and capital expenditures, are forward-looking statements. In many cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “appears,” “approximately,” “believe,” “continue,” “could,” “designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “priorities,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” or the negative of these terms or other similar expressions. In making these forward-looking statements, we rely on our current expectations and projections about possible future events and financial trends that we believe may affect our business, financial condition and results of operations. We believe these judgments are reasonable, but these statements are not guarantees of any future events or financial results, and our actual results may differ materially due to a variety of important factors, many of which are beyond our control. These factors include, among other things, risks related to the evolving automotive industry generally; our strategy and growth prospects; macroeconomic and geopolitical uncertainty; recruitment, development, and retention of qualified personnel; our supply chain; economic, political, regulatory, foreign exchange and other risks of our international operations; protection of our intellectual property rights; warranty claims, product recalls, field actions or product liability actions; environmental matters and liabilities; information technology and data privacy, including cybersecurity and other security concerns; and our capital structure. For a further discussion of these and other risks, refer to Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K (the “Form 10-K”) and subsequent documents that we file with the U.S. Securities and Exchange Commission (“SEC”) from time-to-time. You should read the Form 10-K and the documents that we reference therein completely and with the understanding that our actual future results may be materially different from those envisioned by these forward-looking statements. We qualify all of our forward-looking statements by this cautionary language. These forward-looking statements speak only as of the date of this document. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise.

Non-GAAP financial measures: See our 2024 Form 10-K and our other filings with the SEC for a description of certain non-GAAP measures used in this Proxy Statement, along with a description of various uses for such measures. Our calculation of these non-GAAP measures are set forth within these reports and the Annex to this Proxy Statement, and may not be comparable to similarly titled measures of other companies due to potential differences in the method of calculation. As a result, the use of these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for, related GAAP measures.

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PROXY STATEMENT SUMMARY

This section summarizes and highlights certain information contained in this proxy statement but does not contain all the information that you should consider when casting your vote. Please review the entire proxy statement as well as our annual report to shareholders for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) carefully before voting.

This proxy statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.


PROPOSAL 1	Board Recommendation
Election of nine directors for a one-year term ending at the 2026 annual meeting of shareholders		The Board recommends a vote “FOR” each of the Board’s nominees
		See “Proposal One – Election of Directors” of this proxy statement

Director Nominees

Committee Membership

Name and Principal Occupation

Age*

Independent

Audit

Talent

Management &

Compensation

Nominating &

Governance

Finance

Daniel Ninivaggi

(Non-Executive Chairman)

Retired, formerly Icahn Enterprises Executive

CHAIR

Paul Camuti

Retired, formerly Executive Vice President, Chief Technology, Sustainability, and Strategy Officer, Trane Technologies

Joachim Drees

Chief Executive Officer, Franz Haniel & Cie. GmbH

Kevin Mahony

Senior Managing Director, Centerbridge Partners, L.P.

CHAIR

D’aun Norman

Retired, formerly Audit Partner, Ernst & Young LLP

Olivier Rabiller

President and Chief Executive Officer, Garrett

Robert Shanks

Retired, formerly Executive Vice President and Chief Financial Officer, Ford Motor Company

CHAIR

Julia Steyn

Chief Commercial Officer, VectoIQ LLC

CHAIR

Steven Tesoriere

Co-Portfolio Manager and Managing Director, Oaktree Capital Management LP

* Ages are as of April 9, 2025

2025 Proxy Statement i

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PROXY STATEMENT SUMMARY

Director Nominee Highlights

One of the primary functions of our Board is to oversee management’s performance on behalf of our shareholders in order to ensure the long-term interests of our shareholders are being served. It is therefore essential that the Board be comprised of directors who are qualified to effectively support our growth and commercial strategy. We believe that our nominees for director bring a well-rounded variety of experience and industry backgrounds and represent an effective mix of skills and perspectives to meet the challenges of our commercial and strategic goals.

Balanced Mix of Skills, Qualifications, and Experience of Our Director Nominees

Board and Committee Meeting Attendance Rate


	97%			Our incumbent directors had a combined attendance rate of over 97%, with each attending at least 85% of Board meetings and the meetings of the committees on which they served in 2024 that were held during the period of such director’s service.

ii Garrett Motion Inc.

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PROXY STATEMENT SUMMARY

Corporate Governance Highlights

Garrett is committed to good governance practices that protect and promote the long-term value of the Company for its shareholders. The Board regularly reviews our governance practices to ensure they reflect the evolving governance landscape and appropriately support and serve the best interests of the Company and its shareholders.


	Independent Oversight			8 of 9 director nominees are independent Non-Executive Chair of the Board Regular executive sessions of non-employee directors at Board meetings (chaired by the Non-Executive Chair) and committee meetings (chaired by independent committee chairs) Fully independent Audit, Talent Management and Compensation, and Nominating and Governance Committees Active Board and committee oversight of the Company’s strategy and risk management
	Board Effectiveness			Directors possess deep and diverse set of skills and expertise relevant to oversight of our business operations and strategy Annual assessment of director skills and commitment to director refreshment to ensure the Board meets the Company’s evolving oversight needs The Board oversees risk management, reviewing and advising management on significant risks facing the Company, and fostering a culture of integrity and risk awareness Highly engaged Board with all incumbent directors having attended at least 85% of the meetings of the Board and committees on which they served during 2024 that were held during the period of such director’s service Annual Board and committee self-evaluations Non-employee directors serve until the next annual meeting of shareholders following their 75^th birthday, unless otherwise determined by the Board Board has adopted a policy on continuing director education
	Shareholder Rights			Proxy access Majority voting for directors in uncontested elections Resignation policy for directors who do not receive a majority of the votes cast One class of voting stock, with each share of common stock entitled to one vote No poison pill No supermajority voting provisions No fee-shifting provisions

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PROXY STATEMENT SUMMARY


	Good Governance Practices			All directors are elected annually for one-year terms Development and regular review of succession plans for Chief Executive Officer and members of senior management Clawback policy for executive officers Board committees have sole discretion to retain and terminate independent third-party advisors, and to set such advisors’ terms of engagement, including compensation Code of Business Conduct applicable to all employees, officers, and directors Ethics training annually for all employees Policy on Compliance with Securities Laws prohibits hedging or pledging of Company securities by directors and executive officers, and prohibits short sales and buying or selling of options or other derivative securities of the Company by directors, officers, and employees Stock ownership guidelines for directors and senior management Responsible corporate citizenship and environmental initiatives Regular review of the Company’s by-laws and charter for consistency with market practice and good governance, with certain changes approved by shareholders at the 2024 annual meeting


PROPOSAL 2	Board Recommendation
Ratification of the appointment of Deloitte SA as our independent registered public accounting firm for the fiscal year ending December 31, 2025		The Board recommends a vote “FOR” this proposal
		See the section entitled “Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm” of this proxy statement


PROPOSAL 3	Board Recommendation
Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers (“Say-on-Pay Vote”)		The Board recommends a vote “FOR” this proposal
		See the sections entitled “Proposal Three – Approval, on an Advisory (Non-Binding) Basis, of the Compensation of Our Named Executive Officers” and “Compensation Discussion and Analysis” of this proxy statement


PROPOSAL 4	Board Recommendation
Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of our named executive officers		The Board recommends a vote for “ONE YEAR” on this proposal
		See the section entitled “Proposal Four – Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of our named executive officers” of this proxy statement

iv Garrett Motion Inc.

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PROXY STATEMENT SUMMARY

Executive Compensation Highlights

Our overall compensation program is structured to attract, motivate, and retain highly qualified executive officers by providing them with competitive compensation that is aligned with our success and their contribution to that success. Our ability to excel depends on the skill, creativity, integrity, and teamwork of our employees. We believe that compensation should be structured to reward short- and long-term business results and exceptional performance, and, most importantly, to maximize shareholder value. Going forward, we remain committed to maintaining disciplined compensation governance processes by periodically reassessing our incentive structures and making necessary changes in response to evolving market practices and changes in our business goals and strategy. The broader objectives of our 2024 compensation program included:

•	Pay-for-performance by tying variable compensation to achievement of Company and individual goals;

•	Selecting performance metrics that reflect the Company's commitments to its financial stakeholders, which include driving profitable growth and developing and implementing a balanced capital allocation framework;

•	Aligning executives’ interests with those of shareholders by providing a significant portion of our executive officers’ total compensation delivered in the form of stock-based incentives; and

•	Adhering to good governance principles in setting compensation programs and policies.

2025 Executive Compensation Program

In designing our executive compensation program for 2025, the Talent Management and Compensation Committee built on the guiding principles of our 2024 compensation program, including a pay-for-performance philosophy, strong governance practices, and alignment of interests with those of our shareholders. In particular, the Talent Management and Compensation Committee focused on designing an incentive-based compensation program that aims to align our executive officers’ compensation opportunities with the achievement of the Company’s short- and long-term business goals.

The following are certain key highlights of our 2025 executive compensation program:


	Commitment to Pay-for- Performance Incentive Program			75% of our annual Short-Term Incentive Compensation Plan (“ICP”) for 2025 is based on pre-established objective Company performance criteria, with the remaining 25% determined by the Talent Management and Compensation Committee based on achievement of individual performance goals. Individual payout amounts for our named executive officers (excluding our Chief Executive Officer) are recommended by our Chief Executive Officer based on achievement of individual performance goals and approved by the Talent Management and Compensation Committee and by the Board. Individual payout levels for our CEO are allocated and approved by the Talent Management and Compensation Committee and by the Board. Company performance criteria for the 2025 ICP include Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Free Cash Flow Conversion goals, reflecting our strategy of driving profitable growth and using our strong cash flow to invest in new product innovation, deleverage, and return capital to shareholders. Performance goals were set at challenging levels that will require the Company to achieve significant operational and financial targets as well as develop organic growth priorities.
	Strong Compensation Governance			Stock ownership guidelines for directors and senior management, including a requirement of 5x base salary for the Chief Executive Officer. Double-trigger change-in-control provisions and no excise tax gross-ups. Anti-hedging and anti-pledging policy prohibiting executives and directors from pledging or hedging our securities. We maintain a clawback policy that requires certain cash and equity incentive compensation to be repaid to the Company by its executive officers in the event the Company is required to make an accounting restatement that resulted in an overpayment of compensation.

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GENERAL INFORMATION ABOUT VOTING AND THE ANNUAL MEETING

This proxy statement is being furnished in connection with the solicitation of proxies by the board of directors (the “Board”) of Garrett Motion Inc. (the “Company,” “Garrett,” “we,” or “us”) for use at the 2025 annual meeting of shareholders (the “Annual Meeting”) to be held on Thursday, May 22, 2025, at 8:30 a.m. Eastern Time (2:30 p.m. Central Europe Time), and at any postponement, continuation, or adjournment thereof. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online, vote your shares, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GTX2025 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, proxy card, or on the instructions that accompanied your proxy materials.

This proxy statement, the proxy card, and our 2024 Annual Report is being delivered to shareholders on or about April 9, 2025.

Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Shareholders To Be Held on May 22, 2025:

This proxy statement and our 2024 Annual Report are available for viewing, printing, and downloading at

www.proxyvote.com.

Garrett’s Voting Securities

Holders of record of our common stock at the close of business on March 31, 2025 (the “Record Date”) will be entitled to notice of, and such shareholders and holders of a valid proxy will be entitled to vote at, the Annual Meeting or any postponement, continuation, or adjournment of the Annual Meeting. Each holder of our common stock is entitled to one vote for each share of common stock held of record by such holder on all matters on which our shareholders generally are entitled to vote, including on the matters described in this proxy statement. On the Record Date, we had 203,930,749 common shares entitled to vote.

Notice of Internet Availability of Proxy Materials

As permitted by the rules of the U.S. Securities and Exchange Commission (the “SEC”), Garrett is making this proxy statement and its 2024 Annual Report available to its shareholders electronically via the internet. On or about April 9, 2025, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our 2024 Annual Report and vote online. You will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2024 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained in the Internet Notice.

Printed Copies of Our Proxy Materials

If you received printed copies of our proxy materials, instructions regarding how you can vote are contained on the proxy card included in those materials.

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GENERAL INFORMATION ABOUT VOTING AND THE ANNUAL MEETING

Voting Your Shares

If you are the record holder of your shares, you may vote in one of four ways. You may vote by submitting your proxy over the internet, by telephone, or by mail, or you may vote electronically during the Annual Meeting.


BY INTERNET	BY TELEPHONE	BY MAIL	DURING THE MEETING
You may vote your shares from any location in the world at www.proxyvote.com by following the instructions on the Internet Notice or proxy card.	You may vote your shares by calling 1-800-690-6903 and following the instructions on the Internet Notice or proxy card.	If you received a proxy card by mail, you may vote by completing, signing, dating, and mailing the proxy card.	If you attend the online Annual Meeting, you may vote electronically on the Annual Meeting page.

Internet and telephone voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on Wednesday, May 21, 2025. We encourage shareholders to submit their proxy via telephone or online.

If the shares you own are held in your bank or brokerage account in a fiduciary capacity (typically referred to as being held in “street name”), you can vote by following the directions provided to you by your bank or brokerage firm. If the shares you own are held in street name and you wish to vote electronically at the Annual Meeting, you should contact your bank or broker.

Attending the Annual Meeting Online

We have decided to hold the Annual Meeting entirely online again this year. A virtual meeting enables increased shareholder attendance and participation because shareholders can participate from any location around the world. You may only attend the Annual Meeting if you are a Garrett shareholder who is entitled to vote at the Annual Meeting, or if you hold a valid proxy. You may attend and participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/GTX2025. To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Internet Notice, proxy card, or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” as described below, you should contact your broker or other nominee to obtain your 16-digit control number or otherwise vote through the broker or other nominee. If you lose your 16-digit control number, you may join the Annual Meeting as a guest, but you will not be able to vote or ask questions. The meeting webcast will begin promptly at 8:30 a.m. Eastern Time (2:30 p.m. Central Europe Time). We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:15 a.m. Eastern Time (2:15 p.m. Central Europe Time) and you should allow ample time for check-in procedures.

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GENERAL INFORMATION ABOUT VOTING AND THE ANNUAL MEETING

Technical Difficulties

We will have technicians ready to assist you with any technical difficulties you may have in accessing the virtual meeting website. The information for assistance will be located on the Annual Meeting login page.

Questions and Answers During the Annual Meeting

We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as shareholders would have at an in-person meeting. As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer questions submitted during the meeting that are pertinent to the Company and the matters being voted on at the Annual Meeting, as time permits. If you wish to submit a question during the Annual Meeting, you may do so by logging into the virtual meeting platform, clicking the Q&A button on your screen, and typing your question into the provided text field.

We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or Company business or are inappropriate. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. Any questions that are appropriate and pertinent to the Annual Meeting will be answered in the live Question and Answer session during the Annual Meeting, subject to time constraints.

Additional information regarding the ability of shareholders to ask questions during the Annual Meeting, related rules of conduct, and other materials for the Annual Meeting will be available during the Annual Meeting at www.virtualshareholdermeeting.com/GTX2025.

Recommendations of the Board

At the Annual Meeting, our shareholders will be asked to vote on the proposals set forth below. The Board recommends that you vote your shares as indicated below. If you return a properly completed proxy card or vote your shares by telephone or over the internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by submitted proxies will be voted in accordance with the Board’s recommendations as follows:

“FOR” the election of each of Daniel Ninivaggi, Paul Camuti, Joachim Drees, Kevin Mahony, D’aun Norman, Olivier Rabiller, Robert Shanks, Julia Steyn, and Steven Tesoriere as directors;

“FOR” the ratification of the appointment of Deloitte SA as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

“FOR” the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as disclosed in this proxy statement;

“ONE YEAR” as the preferred frequency for a shareholder advisory (non-binding) vote on the compensation of our named executive officers; and

In the discretion of the persons appointed as proxies on any other items that may properly come before the Annual Meeting.

Broker Non-Votes

If the shares you own are held in street name through a bank or brokerage firm, the bank or brokerage firm is required to vote your shares in accordance with your instructions. You should direct your broker how to vote the shares held by you. Under applicable stock exchange rules, if you do not instruct your broker on how to vote your shares, your broker will be able to vote your shares with respect to certain “routine” matters but will not be allowed to vote your shares with respect to certain “non-routine” matters. The ratification of the appointment of Deloitte SA as our independent registered public accounting firm is a “routine” matter. Each other proposal to be voted on at the Annual Meeting is a “non-routine” matter. Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker did not receive voting instructions from the beneficial owner and lacks discretionary voting power to vote those shares.

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GENERAL INFORMATION ABOUT VOTING AND THE ANNUAL MEETING

Revoking Your Proxy or Changing Your Vote

Voting over the internet or by telephone or execution of a proxy will not in any way affect a shareholder’s right to attend the Annual Meeting and vote electronically. A proxy may be revoked before it is used to cast a vote at the Annual Meeting. If the shares you own are held in your name, you can revoke a proxy by doing one of the following:

•	filing with our Corporate Secretary, at or before the taking of the vote at the Annual Meeting, a written notice of revocation bearing a later date than the proxy;

•	duly executing a later-dated proxy relating to the same shares and delivering it to our Corporate Secretary before the taking of the vote; or

•	attending the Annual Meeting and voting electronically (please note that your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting).

Any written notice of revocation or subsequent proxy should be sent to us at the following address: Garrett Motion Inc., Z.A. La Pièce 16, Rolle, Switzerland 1180, Attention: Corporate Secretary.

If the shares you own are held in street name, you will need to follow the directions provided to you by your bank or brokerage firm to change your vote.

Quorum and Votes Required

The presence electronically or representation by proxy of a majority in voting power of the shares of common stock of the Company entitled to vote at the Annual Meeting is necessary to establish a quorum. Abstentions and broker non-votes are included in the shares present or represented at the Annual Meeting for purposes of determining whether a quorum is present. If a quorum is not present, the chair of the Annual Meeting may adjourn the meeting until a quorum is obtained.

The table below sets forth the vote required for the approval of each proposal before the Annual Meeting, and the effect of abstentions and broker non-votes.


Proposal	Votes Required	Effect of Abstentions and Broker Non-Votes
Proposal 1: Election of directors	Majority of votes cast (votes cast “FOR” each nominee must exceed votes cast “AGAINST”).	No effect.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	Approval of a majority in voting power of the shares of common stock present virtually or by proxy and entitled to vote on the matter.	Abstentions will be treated as votes AGAINST. Broker non-votes are not expected, but they would have no effect.
Proposal 3: Approval, on an Advisory (Non-Binding) Basis, of the Compensation of our Named Executive Officers	Approval of a majority in voting power of the shares of common stock present virtually or represented by proxy and entitled to vote on the matter.	Abstentions will be treated as votes AGAINST. Broker non-votes will have no effect.
Proposal 4: Approval, on an Advisory (non-binding) Basis, of the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers	Approval of a majority in voting power of the shares of common stock present virtually or represented by proxy and entitled to vote on the matter.	Abstentions will be treated as votes AGAINST. Broker non-votes will have no effect.

The votes will be counted, tabulated, and certified by a representative or appointee of Broadridge Financial Solutions, the Company’s inspector of elections for the Annual Meeting. We plan to announce preliminary voting results at the Annual Meeting, and we will report the final results in a Current Report on Form 8-K to be filed with the SEC following the conclusion of the Annual Meeting.

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PROPOSAL ONE

ELECTION OF DIRECTORS

The Board has nominated Daniel Ninivaggi, Paul Camuti, Joachim Drees, Kevin Mahony, D’aun Norman, Olivier Rabiller, Robert Shanks, Julia Steyn, and Steven Tesoriere for election as directors at the Annual Meeting.

Board Recommendation


				Our Board unanimously recommends that you vote “FOR” the election of each of Daniel Ninivaggi, Paul Camuti, Joachim Drees, Kevin Mahony, D’aun Norman, Olivier Rabiller, Robert Shanks, Julia Steyn, and Steven Tesoriere as directors.

Our Board is currently comprised of nine directors. As described in our Third Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”), all director nominees will stand for election for one-year terms, to hold office until the next annual meeting of shareholders and until his or her respective successor shall have been duly elected and qualified or until his or her earlier resignation or removal.

If you return a duly executed proxy card without specifying how your shares are to be voted, the persons named as proxies will vote to elect all nine nominees as directors. Each nominee currently serves on our Board, and each nominee has consented to be nominated and has indicated their willingness to serve if elected. However, if any director nominee should be unable to serve, or for good cause will not serve, the shares of common stock represented by proxies may be voted for a substitute nominee designated by our Board. Our Board has no reason to believe that any of the nominees will be unable to serve if elected.

Director Resignation Policy

In accordance with our Fifth Amended and Restated By-laws (our “By-laws”) and our Corporate Governance Guidelines, upon appointment, election or re-nomination to the Board, directors must agree to submit an irrevocable resignation effective upon the director’s failure to receive a majority of the votes cast in an uncontested election. If a director fails to receive a majority of votes cast, the Board will have 90 days from the date the election results are certified to make a decision whether to accept or reject the resignation. Once the Board makes its decision, the Company will promptly make a public announcement of the Board’s decision. If the Board rejects the resignation, the public announcement will include a statement regarding the reasons for its decision. The Chair of the Nominating and Governance Committee of the Board or, in the event the Chair of the Nominating and Governance Committee did not receive a majority of the votes cast, the independent directors who did receive a majority of the votes cast, has the authority to manage the Board’s review of the resignation. Any director whose resignation is being considered will not participate in any deliberations or vote on whether to accept or reject their own resignation.

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PROPOSAL ONE – ELECTION OF DIRECTORS

Our Director Nominees

The chart below summarizes the notable skills, qualifications, and experience of each of our director nominees and highlights the balanced mix of skills, qualifications, and experience of the Board as a whole. These align with the needs of Garrett’s long-term commercial and strategic goals. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or expected contributions to the Board.

Skills/Qualifications/Experience

Daniel

Ninivaggi

Paul

Camuti

Joachim

Drees

Kevin

Mahony

D’aun

Norman

Olivier

Rabiller

Robert

Shanks

Julia

Steyn

Steven

Tesoriere

Financial Experience⁽¹⁾

•

Audit Committee Financial Expert⁽²⁾

•

Business Strategy⁽³⁾

•

Industry Background⁽⁴⁾

•

Board of Directors Experience⁽⁵⁾

•

Technology, Innovation and Security⁽⁶⁾

•

Global Business⁽⁷⁾

•

Public Company Governance and Risk Management⁽⁸⁾

•

Mergers & Acquisitions⁽⁹⁾

•

Current or Former Public Company Executive⁽¹⁰⁾

•

Diversity⁽¹¹⁾

•

(1)	Understands financial, accounting, and tax issues in different jurisdictions.

(2)	Qualifies as an “audit committee financial expert” as defined in the rules of the SEC.

(3)	Significant experience with development and implementation of business strategy in organizations of similar complexity to Garrett.

(4)	Significant experience as a senior executive in the automotive industry or with supply chain management across global markets.

(5)	Served as a director of a public company or private company of similar complexity to Garrett.

(6)	Significant experience overseeing complex technological systems, emerging technologies, and/or cybersecurity functions.

(7)	Significant experience managing businesses across multiple markets.

(8)	Significant public company governance, risk management, and compliance experience.

(9)	Significant experience with acquiring and integrating companies through M&A transactions.

(10)	Served as a Chief Executive Officer, Chief Financial Officer, or other executive officer of a public company.

(11)	Self-identifies as having diverse characteristics (race, gender, ethnicity, religion, nationality, disability, sexual orientation, or cultural background).

Below are the biographies of each of our nominees for election at the Annual Meeting. Each of the biographies also highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our director nominees exemplify the highest standards of personal and professional integrity and the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight.

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PROPOSAL ONE – ELECTION OF DIRECTORS

Director Nominee Biographies

All director nominees to be elected at the 2025 Annual Meeting (terms to expire in 2026)


	Non-Executive Chairman Director Since: 2021 Age: 60 Committee Memberships: Finance Committee (CHAIR) Nominating and Governance Committee			DANIEL NINIVAGGI
				Mr. Ninivaggi, an independent director, has served on our Board as a director and Non-Executive Chairman since April 2021. Mr. Ninivaggi served as the President and Chief Executive Officer of Icahn Enterprises L.P. (IEP), the principal investment vehicle of Carl Icahn, between 2010 and 2014. He also served as Chief Executive Officer of Icahn Automotive Group, LLC, a leading automotive parts distribution, maintenance and repair company with over 2,000 locations, and a Managing Director of IEP, from March 2017 through August 2019. Prior to that, Mr. Ninivaggi was the Co-Chairman and Co-CEO of Federal-Mogul Holdings Corp. (“Federal-Mogul”), an $8 billion automotive and commercial vehicle supplier. From August 2021 until March 2024, Mr. Ninivaggi served as the Chief Executive Officer (until July 2023) and subsequently the Executive Chairman of Lordstown Motors Corporation, an electric vehicle automaker. On June 27, 2023, Lordstown Motors filed for protection under Chapter 11 of the U.S. Bankruptcy Code. Previously, from January 2011 to May 2012, Mr. Ninivaggi served as the Interim President and Interim Chief Executive Officer of Tropicana Entertainment Inc., a company primarily engaged in the business of owning and operating casinos, hotels and resorts. From 2003 until 2009, Mr. Ninivaggi held a variety of senior executive positions at Lear Corporation, a global Tier 1 supplier of automotive seating, interior, and electrical and electronic power management systems and components, including most recently as Executive Vice President and Chief Administrative Officer. From 1992 through May 2003, Mr. Ninivaggi was an attorney in private practice at the international law firm of Winston & Strawn LLP specializing in corporate law, including serving as partner from 1998. Prior to Winston & Strawn LLP, Mr. Ninivaggi was an attorney in private practice at the international law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1991 through 1992. Mr. Ninivaggi received a B.A. from Columbia University, an M.B.A from the University of Chicago, Graduate School of Business and a J.D. from Stanford University School of Law. Mr. Ninivaggi has been a director of numerous public and private companies, including Indivior PLC, a specialty pharmaceutical company, since January 2025, Lordstown Motors Corporation from August 2021 to March 2024, Hertz Global Holdings, Inc., a global car rental and fleet management company, and its predecessor, from 2014 until July 2021, Navistar International Corporation, a manufacturer of commercial and military trucks, buses and engines, from August 2017 to October 2018, Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises, from March 2012 until May 2015, CVR Energy, Inc., an independent petroleum refiner and marketer of high-value transportation fuels, from May 2012 to February 2014, CVR GP, LLC, the general partner of CVR Partners LP, a nitrogen fertilizer company, from May 2012 to February 2014, Viskase Companies, Inc., a food packaging company, from June 2011 to February 2014, XO Holdings, a competitive provider of telecom and wireless services, from August 2010 to February 2014, Tropicana Entertainment Inc., a hotel and casino operator, from January 2011 to December 2015, CIT Group Inc., a bank holding company, from December 2009 to May 2011 and Motorola Mobility Holdings Inc., a provider of mobile communications devices and cable equipment, from December 2010 to May 2011. Mr. Ninivaggi has served on numerous board committees, including as Chairman of the Nominating & Corporate Governance Committee of CIT Group, Chairman of the Compensation Committee at CVR Energy, Chairman of the Compensation Committee at Tropicana Entertainment, and Chairman of the Compensation and the Operating Committees at Hertz Global Holdings, Inc. He also previously served as a member and ultimately Chairman of the Advisory Board of Metalsa S.A., a global Tier 1 supplier of frames and other structural components to light truck and commercial vehicle original equipment manufacturers. Skills and Qualifications: Mr. Ninivaggi’s qualifications to serve on our Board include his extensive management experience in the automotive industry, his global business experience, his deep legal and corporate governance experience, and his strong leadership skills.

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PROPOSAL ONE – ELECTION OF DIRECTORS


	Director Since: 2024 Age: 63 Committee Memberships: Nominating and Governance Committee Talent Management and Compensation Committee			PAUL CAMUTI
				Mr. Camuti, an independent director, has served as a director on our Board since February 2024. Mr. Camuti formerly served as Executive Vice President, Chief Technology, Sustainability, and Strategy Officer of Trane Technologies (NYSE: TT), a manufacturing company focused on heating, ventilation and air conditioning and refrigeration systems, overseeing the company’s technical strategy, innovation practices and sustainability from February 2020 to December 2024. Prior to Trane Technologies' separation of Ingersoll Rand, a global provider of flow creation and industrial products, Mr. Camuti held several senior executive positions of increasing responsibility at Ingersoll Rand, including Senior Vice President Innovation and Chief Technology and Strategy Officer, since 2011. He joined Ingersoll Rand after having served in several senior technology and business leadership roles at Siemens AG. Mr. Camuti served as a director of The ExOne Company in 2021. Skills and Qualifications: Mr. Camuti’s qualifications to serve on our Board include his extensive global experience in innovation and technology, with a significant focus on the industrial sector, and his sustainability leadership.


	Director Since: 2024 Age: 60 Committee Memberships: Audit Committee Talent Management and Compensation Committee			JOACHIM DREES
				Mr. Drees, an independent director, has served on our Board since May 2024. Mr. Drees has served as Chief Executive Officer of Fran Haniel & Cie. Gmbh since October 2024 and has been investing in software-related start-up companies, particularly in the EV software charging space but also other industries, as a pre-seed, seed or pre-series A investor, since July 2020. From 2015 until July 2020, Mr. Drees served as CEO of MAN SE and MAN Truck & Bus SE, one of Europe’s largest players in the commercial vehicle industry. At the same time, Mr. Drees was also a member of the Executive Board of TRATON SE (formerly Volkswagen Truck & Bus GmbH), a commercial vehicle manufacturer, and held several non-executive director seats from 2015 to July 2020, including at Renk AG, a propulsion and drivetrain technology manufacturer, from 2017 to 2020, where he was also a member of the nomination and governance committee. Prior to that time, from 2012 to 2014, he was the Chief Financial Officer and a member of the executive board of Drees & Sommer AG, a European consulting, planning and project management enterprise with responsibility for Finance & Controlling, M&A, Human Resources, Administration and Internationalization Support. Between 2006 and 2012, Mr. Drees was an Operating Partner with Hg Capital, a private equity fund based in London and held several board positions in portfolio companies owned by Hg Capital. Mr. Drees held managerial positions in the Daimler Truck Group and at Mercedes-Benz Trucks, both commercial vehicle manufacturers, from 1996 to 2006, including as Commercial Director of the Gaggenau Transmissions Unit and as Head of Commercial Vehicle Controlling. He serves as a director of Spree Acquisition Corp. 1 Ltd., a special purpose acquisition corporation, since its initial public offering on December 20, 2021, where he also serves as the chair of the audit committee and a member of the compensation committee. Previously, he studied business administration at the University of Stuttgart and received an M.B.A. from Portland State University. Skills and Qualifications: Mr. Drees’ qualifications to serve on our Board include his extensive automotive industry and commercial vehicle experience.

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PROPOSAL ONE – ELECTION OF DIRECTORS


	Director Since: 2023 Age: 37 Committee Memberships: Finance Committee Nominating and Governance Committee (CHAIR)			KEVIN MAHONY
				Mr. Mahony, an independent director and designee of Centerbridge, has served as a director on our Board since January 2023. Mr. Mahony is Senior Managing Director at Centerbridge, a global alternative investment manager specializing in private equity, private credit and real estate. He joined Centerbridge in 2014 and focuses on investments in the Industrials and Consumer sectors. Prior to joining Centerbridge, he was an Associate at Oaktree Capital Management in the Global Principal Group. Prior to that, he was an Investment Banking Analyst at Lazard in the Restructuring Group. Mr. Mahony has served as a member and observer of other private and public company boards during his career, including the board of directors of Title Resources Group since April 2021, Stallion Oilfield Services from April 2020 to May 2024, Linn Energy from February 2017 to October 2017 and Genco Shipping & Trading (NYSE: GNK) from September 2015 to May 2021. Mr. Mahony holds a B.S. and B.A., with distinction, from the University of Virginia. Skills and Qualifications: Mr. Mahony’s qualifications to serve on our Board include his extensive financial and investment expertise, and advisory experience in business strategy and growth.


	Director Since: 2021 Age: 58 Committee Memberships: Audit Committee Nominating and Governance Committee			D’AUN NORMAN
				Ms. Norman, an independent director, has served as a director on our Board since April 2021. Ms. Norman retired from Ernst & Young (EY), a leading accounting firm, as an audit partner in 2019, after over 30 years of assurance and advisory experience, including 16 years as a partner specializing in audits of publicly traded global automotive suppliers and other industrial companies. Ms. Norman’s key audit experiences include her work on Visteon Corporation, a global mobility technology company, from 2013 to 2019 following its spinoff from Ford Motor Company and bankruptcy emergence and including exit of interiors and climate businesses, electronics acquisition and shareholder distributions and repurchases; Federal-Mogul from 2006 to 2014 during its bankruptcy and upon emergence; Cooper Tire & Rubber Company, a manufacturer of automobile and truck tires, from 2008 to 2014 during merger negotiations; and Owens-Illinois, a leading glass bottle manufacturer, from 1988 to 2006 during the leveraged buyout and exit, including transition from public to private status and the subsequent IPO. In addition, Ms. Norman served as EY Michigan and Northwest Ohio Assurance People Leader and as EY Central Region ASC 606 Revenue Recognition Adoption Leader. She served as Chair of the Bowling Green State University Alumni Leadership Council, including on the Strategy and Nominating and Governance Committees. Ms. Norman serves as a director and chair of the Audit Committee of PHINIA Inc. (NYSE: PHIN), a developer of fuel systems and aftermarket solutions, since July 2023. Ms. Norman has a Bachelor of Science in Business Administration, Accounting from Bowling Green State University and attended the EY Executive Education program at Kellogg School of Management, Northwestern University. She is a Certified Public Accountant, NACD Certified Director and holds a CERT Certificate in Cybersecurity Oversight, Carnegie Mellon University Software Engineering Institute. Skills and Qualifications: Ms. Norman’s qualifications to serve on our Board include her extensive financial expertise and prior work with automotive industry clients.

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PROPOSAL ONE – ELECTION OF DIRECTORS


	Director Since: 2018 Age: 54 Committee Memberships: Finance Committee			OLIVIER RABILLER
				Mr. Rabiller has served as our President and Chief Executive Officer as well as a member of our Board since our spin-off (the “Spin-Off”) from Honeywell International Inc. (Nasdaq: HON) (“Honeywell”) in 2018. Prior to the Spin-Off, Mr. Rabiller served as President and Chief Executive Officer of the Transportation Systems division at Honeywell since July 2016. From July 2014 to July 2016, he served as Vice President and General Manager of Transportation Systems for High Growth Regions, Business Development, and Aftermarket. From January 2012 to July 2014, he served as Vice President, General Manager of Transportation Systems Aftermarket. Earlier positions within Honeywell included roles as the Vice President of Sourcing for Transportation Systems for three years; Vice President, European Sales and Customer Management and Director of Marketing and Business Development for the European region. He joined Honeywell in 2002 as Senior Program Manager and Business Development Manager for Turbo Technologies EMEA. He holds a Master’s degree in Engineering from École Centrale Nantes and an M.B.A. from INSEAD. Skills and Qualifications: Mr. Rabiller is qualified to serve as a member of our Board because of his extensive experience at the Transportation Systems division at Honeywell, his background within the automotive industry and his strong leadership abilities.


	Director Since: 2021 Age: 72 Committee Memberships: Audit Committee (CHAIR) Talent Management and Compensation Committee			ROBERT SHANKS
				Mr. Shanks, an independent director, has served as a director on our Board since April 2021. Mr. Shanks has 42+ years of experience in the automotive industry, including seven years served as Executive Vice President and CFO at Ford Motor Company (NYSE: F), an automotive manufacturer, from April 2012 through May 2019. During some of his tenure as CFO, Mr. Shanks also oversaw Ford’s Corporate Strategy and the Ford Motor Credit Company. Mr. Shanks retired on January 1, 2020. Prior to that, Mr. Shanks was Vice President and controller at Ford, and also served as the company’s Chief Risk Officer. He was appointed a corporate officer of Ford in July 2004, when he was elected to the position of Vice President, Operations Support, Finance and Strategy, Ford of Europe and Premier Automotive Group (PAG). Prior to that, Mr. Shanks was CFO for PAG, as well as for Mazda Motor Corporation, a multinational automaker. In addition to other finance functions in Taiwan’s Ford Lio Ho Motor Company and business development activities in Ford’s Asia-Pacific operations. Mr. Shanks has a bachelor’s degree in Foreign Service from Georgetown University and a master’s degree in International Management from the American Graduate School of International Management. Skills and Qualifications: Mr. Shanks’ qualifications to serve on our Board include his extensive management experience in the automotive industry and his financial experience as a CFO of a public company.

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PROPOSAL ONE – ELECTION OF DIRECTORS


	Director Since: 2021 Age: 49 Committee Memberships: Audit Committee Talent Management and Compensation Committee (CHAIR)			JULIA STEYN
				Ms. Steyn, an independent director, has served as a director on our Board since April 2021. Ms. Steyn has served as Chief Commercial Officer at the investment firm VectoIQ since September 2020. In addition, Ms. Steyn has been a Senior Advisor to McKinsey & Company, a management consulting firm, since May 2019, where she focuses on the mobility space and corporate innovation and serves as an advisor to several venture capital organizations. Ms. Steyn previously served as CEO of Bolt Mobility, a personal transportation company, from December 2019 through August 2020, and was a member of Bolt Mobility’s Board from August 2020 to June 2021. From May 2019 to July 2022, Ms. Steyn was a Non-Executive Board Member of First Group PLC, a multinational transport group that operates transport services in the United Kingdom, Ireland, Canada and the United States. Previously, Ms. Steyn worked for almost a decade at General Motors, a vehicle manufacturer, where she was the founder and CEO of Maven, the shared mobility marketplace owned by General Motors. Ms. Steyn joined General Motors in 2012 as Vice President, Corporate Development and Global Mergers & Acquisitions. Before joining General Motors, Ms. Steyn was Vice President and co-managing director for the corporate development group of Alcoa, an aluminum industrial corporation, and she also has worked at Goldman Sachs, an investment bank, in key positions in London, Moscow and New York. Earlier in her career, she was a business analyst at A.T. Kearney, a consulting firm. Ms. Steyn currently serves as a director of of two private companies, Commonwealth Rolled Products, a leader in the manufacture and sale of aluminum rolled products, since October 2022, and of Oxa Autonomy Limited, an autonomous vehicle software company, since October 2024. Ms. Steyn has a bachelor’s degree from Oberlin College and an M.B.A. with a concentration in Finance and Accounting from the University of Chicago. Skills and Qualifications: Ms. Steyn’s qualifications to serve on our Board include her financial expertise and her experience in the transportation sector and with emerging technologies.


	Director Since: 2021 Age: 47 Committee Memberships: Finance Committee Talent Management and Compensation Committee			STEVEN TESORIERE
				Mr. Tesoriere, an independent director and designee of Oaktree, has served as a director on our Board since April 2021. Mr. Tesoriere joined Oaktree, a global asset management firm specializing in alternative investment strategies, in 2016, where he serves as a Managing Director and Co-Portfolio Manager. Prior to Oaktree, Mr. Tesoriere was Managing Principal and Portfolio Manager of Altai Capital Management, an investment manager he co-founded in 2009, which focused on investing in distressed debt and event-driven equities. Previously, Mr. Tesoriere worked at Anchorage Capital Group, a registered investment adviser, for six years, where he was a founding analyst. He began his career with Blackstone in the Restructuring and Reorganization Group, an alternative investment management company, before working at Goldman Sachs in distressed debt research. Mr. Tesoriere received a B.S. degree in Commerce with a concentration in finance from the University of Virginia’s McIntire School of Commerce. Skills and Qualifications: Mr. Tesoriere’s qualifications to serve on our Board include his extensive financial and investment expertise, and advisory experience in business strategy and growth.

None of our directors, director nominees, or executive officers is or was during the term of their respective service related by blood, marriage, or adoption to any other such director, director nominee, or executive officer.

Pursuant to that certain Investor Rights Agreement dated as of April 30, 2021, by and among the Company, affiliates of Centerbridge Partners LP (“Centerbridge”), affiliates of Oaktree Capital Management, Inc. (“Oaktree”), and the other investors party thereto, as amended by those certain Transaction Agreements dated as of April 12, 2023, by and between the Company and each of Centerbridge and Oaktree, each of Centerbridge and Oaktree maintain the right to designate one director to the Board, so long as each of Centerbridge and Oaktree, respectively, beneficially owns at least 10% of the outstanding shares of the Company’s voting securities. Messrs. Mahony and Tesoriere are the designees of Centerbridge and Oaktree, respectively.

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CORPORATE GOVERNANCE

Corporate Governance Highlights


	Independent Oversight			8 of 9 director nominees are independent Non-Executive Chair of the Board Regular executive sessions of non-employee directors at Board meetings (chaired by Non-Executive Chair) and committee meetings (chaired by independent committee chairs) Fully independent Audit, Talent Management and Compensation, and Nominating and Governance Committees Active Board and committee oversight of the Company’s strategy and risk management
	Board Effectiveness			Directors possess deep and diverse set of skills and expertise relevant to oversight of our business operations and strategy Annual assessment of director skills and commitment to director refreshment to ensure Board meets the Company’s evolving oversight needs The Board oversees risk management, reviewing and advising management on significant risks facing the Company, and fostering a culture of integrity and risk awareness Highly engaged Board with all incumbent directors having attended at least 85% of the meetings of the Board and committees on which they served during 2024 that were held during the period of such director’s service Annual Board and committee self-evaluations Non-employee directors serve only until the next annual meeting of shareholders following their 75^th birthday, unless otherwise determined by the Board Board has adopted a policy on continuing director education
	Shareholder Rights			Proxy access Majority voting for directors in uncontested elections Resignation policy for directors who do not receive a majority of the votes cast One class of voting stock, with each share of common stock entitled to one vote No poison pill No supermajority voting provisions No fee-shifting provisions

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CORPORATE GOVERNANCE


	Good Governance Practices			All directors are elected annually for one-year terms Development and regular review of succession plans for Chief Executive Officer and members of senior management Clawback policy for executive officers Board committees have sole discretion to retain and terminate independent third-party advisors, and to set such advisors’ terms of engagement including compensation Code of Business Conduct applicable to all employees, officers, and directors Ethics training annually for all employees Policy on Compliance with Securities Laws prohibits hedging and pledging by directors and executive officers, and prohibits short sales and buying or selling of options or other derivative securities of the Company by directors, officers, and employees Stock ownership guidelines for directors and senior management, including a requirement of 5x base salary for the Chief Executive Officer Responsible corporate citizenship and environmental initiatives Regular review of the Company’s by-laws and charter for consistency with market practice and good governance, with certain changes approved by shareholders at the 2024 annual meeting

Director Nominee Independence

Our Board has determined that each of our non-employee director nominees, who are listed below, meet the applicable criteria for independence established by Nasdaq. Olivier Rabiller is not an independent director under Nasdaq rules due to his employment as our President and Chief Executive Officer.


Independent Director Nominees
Daniel Ninivaggi Paul Camuti Joachim Drees	Kevin Mahony D‘aun Norman Robert Shanks	Julia Steyn Steven Tesoriere

In arriving at the foregoing independence determinations, the Board reviewed and discussed information provided by the directors and director nominees with regard to each individual’s business and personal activities and any relationships they have with us and our management.

Board Leadership Structure

We do not have any fixed rule as to whether our Chair and Chief Executive Officer positions should be separate, or whether our Chair should be an employee or elected from among non-employee directors. We believe that it is in the best interests of the Company to have the flexibility to evaluate its leadership structure over time as part of Garrett’s ongoing succession planning process. In the event that, in the future, the Chair of the Board is not an independent director, our Corporate Governance Guidelines provide that an independent “Lead Director” will be elected from among the independent directors.

The Board has determined that the best leadership structure for Garrett at this time is to separate the positions of Chair and Chief Executive Officer, with a Non-Executive Chair leading the Board. We believe this structure enhances the Board’s ability to exercise independent oversight of management and allow sufficient time for each of the Chair and Chief Executive Officer to attend to their particularly demanding roles.

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CORPORATE GOVERNANCE

Board Meetings and Attendance

Board members are expected to prepare for, attend, and participate in all meetings of the Board and committees on which they serve. During the fiscal year ended December 31, 2024, there were nine meetings of the Board. During 2024, each incumbent director attended at least 85% of the meetings of the Board and committees on which they served during 2024 that were held during the period of such director’s service. We do not maintain a formal policy regarding director attendance at the annual meeting; however, it is expected that, absent compelling circumstances, directors will attend. All of our directors serving at the time attended our 2024 annual meeting of shareholders.

Executive Sessions of Non-Employee Directors

As provided in our Corporate Governance Guidelines, the Board holds executive sessions of its non-employee directors on at least a quarterly basis. During 2024, the Board held executive sessions of its non-employee directors regularly throughout the year. The topics of discussion in executive sessions of non-employee directors will include management performance and succession plans, Board compliance with the Company’s corporate governance policies, and the needs of the Board. Daniel Ninivaggi, the Non-Executive Chairman of the Board, currently presides over executive sessions. Our Corporate Governance Guidelines provide that, if we have a Lead Director, the Lead Director will preside over executive sessions of the Board.

Director Orientation and Continuing Education

The Board views orientation and continuing education as vital tools for building an effective Board. We provide all new directors, upon joining the Board, with an orientation session regarding the Board and the Company’s operations. The orientation consists of presentations by members of senior management on the Company’s strategic plans, financial statements, and key issues, policies and practices. Our directors also periodically receive trainings on a variety of relevant topics, such as key industry developments and the competitive landscape, as well as on emerging issues such as sustainability, artificial intelligence, and cybersecurity. The Board also periodically visits our facilities around the globe. The Board has a formal policy on director education articulating the Board’s belief that our shareholders are best served by a Board comprised of individuals who are well versed in modern principles of corporate governance and other subject matters relevant to their board service, and who thoroughly comprehend the roles and responsibilities of an effective board in the oversight of the Company. This policy provides for the reimbursement to directors of certain expenses associated with directors’ attendance at seminars, conferences and other continuing education programs designed for directors of public companies.

Board Refreshment

The Board will regularly assess its composition to identify the qualifications and skills that directors and candidates should possess. To promote thoughtful Board refreshment, we have:

•	adopted a retirement age policy under which non-employee directors will serve only until the annual meeting of shareholders immediately following their 75^th birthday, unless otherwise approved by the Board;

•	developed a comprehensive Board succession planning process; and

•	implemented an annual Board and committee self-assessment process.

We believe that, over time, the Board will benefit from a mix of new directors, who will bring fresh ideas and viewpoints, and longer-serving directors, who will have developed deep insight into the Company’s business and operations. In 2024, we welcomed two new directors, Messrs. Camuti and Drees, to our Board.

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Comprehensive, Ongoing Process for Board Succession Planning and Selection and Nomination of Directors

As provided in our Corporate Governance Guidelines, the Board, together with the Nominating and Governance Committee, is responsible for annually evaluating the requisite skills and characteristics of Board members, as well as its composition as a whole, to ensure the overall Board composition, as well as the perspective and skills of its individual members, will effectively support Garrett’s growth and commercial strategy and oversee risk management, capital allocation, and management succession. The Board’s assessment includes a consideration of independence, diversity, age, skills, experience, and industry backgrounds in the context of the needs of the Board and the Company, as well as the ability of members (and any candidates for membership) to devote sufficient time to performing their duties in an effective manner.

Each year, the Nominating and Governance Committee assesses the directors to be nominated for election by shareholders at the annual meeting. To ensure that the Board evolves in a manner that serves the business and strategic needs of the Company, before recommending for re-nomination a slate of incumbent directors for an additional term, the Nominating and Governance Committee evaluates whether incumbent directors possess the requisite skills and perspective, both individually and collectively. At a minimum, directors are expected to exemplify high standards of personal and professional integrity and to constructively challenge management through their active participation and questioning. The Board also considers the other demands on the time of a candidate, and with respect to current members of the Board, their attendance at, preparedness for and participation in, Board and committee meetings. The Nominating and Governance Committee has responsibility for periodically identifying and recruiting new members to the Board based on needs and skills identified through discussions with the Chair of the Board, the Chief Executive Officer, the Lead Director (if any), and other Board members. When these needs arise, we anticipate that potential candidates meeting these criteria will be identified either by professional recruiting agencies, reputation, or existing Board members. Candidates will be interviewed by the Board Chair, Chief Executive Officer, Lead Director (if any), and other members of the Board, as appropriate, to ensure that candidates not only possess the requisite skills and characteristics but also the personality, leadership traits, work ethic, and independence to effectively contribute as a member of the Board.

As a result of these robust Board refreshment and succession processes, in February 2024, our Board, on the recommendation of the Nominating and Governance Committee, appointed Paul Camuti to serve as a director, and nominated Joachim Drees to stand for election as a director at the Annual Meeting. Mr. Camuti brings over 30 years of experience in innovation and technology, including a significant focus on the industrial sector. Mr. Drees bring a diversified experience across automotive, industrial applications and construction industries, along with a track record in consulting, controlling and finance. Our Board believes that their deep experience and demonstrated success in senior technology and innovation and experience in the industrial sector will enable each of Messrs. Camuti and Drees to provide valuable insight and bring additional depth to the Board, which the Board believes is increasingly important as the Company accelerates its development of advanced technologies and pursues new opportunities.

At the direction of the Nominating and Governance Committee, the Company paid fees to a professional search firm to help identify and evaluate potential nominees for director for 2024.

Shareholder Recommendations and Nominations of Director Candidates

Shareholders may recommend individuals to the Nominating and Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Governance Committee, c/o Corporate Secretary, Garrett Motion Inc., La Pièce 16, Rolle, Switzerland 1180. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided within a reasonable amount of time before we plan to file our proxy statement, the Nominating and Governance Committee will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

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Shareholders also have the right under our By-laws to directly nominate director candidates for inclusion in our proxy statement, without any action or recommendation on the part of the Nominating and Governance Committee or the Board, by following the procedures set forth in our By-laws that are described below under the heading “Additional Information—Shareholder Proposals and Director Nominations.”

Corporate Governance Documents

We believe that good corporate governance is important to ensure that Garrett is managed for the long-term benefit of our shareholders. Our Nominating and Governance Committee periodically reviews and reassesses our Corporate Governance Guidelines, other governance documents and overall governance structure. During 2024, our Board reviewed our Certificate of Incorporation and By-Laws for consistency with market practice and good governance and recommended, and our shareholders approved, certain changes to our Certificate of Incorporation and By-Laws. Complete copies of our Certificate of Incorporation, By-Laws, and Corporate Governance Guidelines are available on the “Investors—Leadership & Governance” section of our website at www.garrettmotion.com. Alternatively, you may request a copy of any of these documents by writing to Garrett Motion Inc., Attention: Corporate Secretary, Z.A. La Pièce 16, Rolle, Switzerland 1180.

Code of Business Conduct

The Board has adopted a written code of ethics (the “Code of Business Conduct”), which applies to all of our employees, officers, and directors. Our Code of Business Conduct is available in the “Investors—Leadership & Governance” section of our website at www.garrettmotion.com. In addition, we intend to post on our website all disclosures that are required by law or the Nasdaq listing rules concerning any amendments to, or waivers from, any provision of our Code of Business Conduct.

Board Committees

Our Board has established standing audit, compensation, and nominating committees in accordance with Nasdaq and SEC requirements – the Audit Committee, the Talent Management and Compensation Committee, and the Nominating and Governance Committee (collectively, the “Committees”) – each of which operates under a charter that has been approved by the respective committee and our Board. Current copies of the Audit Committee, Talent Management and Compensation Committee, and Nominating and Governance Committee charters are posted on the “Investors—Leadership & Governance” section of our website located at www.garrettmotion.com.

Our Board has determined that all of the members of each of the Committees are independent as defined under applicable Nasdaq rules. In addition, all members of the Audit Committee meet the heightened independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all members of the Talent Management and Compensation Committee satisfy the heightened independence requirements of the Nasdaq rules specific to the independence of compensation committee members.

In April 2023, our Board also established a Finance Committee, to consider capital markets transactions, potential M&A activity, and other matters.

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Committee Membership

Name

Audit

Committee

Finance

Committee

Nominating and

Governance

Committee

Talent

Management

and

Compensation

Committee

Daniel Ninivaggi

(Non-Executive Chairman)

Paul Camuti

Joachim Drees

Kevin Mahony

D’aun Norman

Olivier Rabiller

Robert Shanks

Julia Steyn

Steven Tesoriere


	= Committee Chair			= Member

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Audit Committee
Current Committee Members: Robert Shanks (CHAIR) D’aun Norman Joachim Drees Julia Steyn 11 Meetings in 2024			Primary Responsibilities Include: • Reviewing the results of audits of the Company’s financial statements, and other matters related to the conduct of the audit, and recommending to the Board whether the audited financial statements should be included in our Annual Report on Form 10-K; • Preparing the Audit Committee report to be included in our proxy statement; • Reviewing with management and the independent auditor our annual and interim financial statements; • Reviewing and discussing the types of information to be disclosed and the types of presentations to be made in connection with earnings releases and financial information and earnings guidance provided to analysts and ratings agencies; • Appointing our independent auditor and approving all audit engagement fees and non-audit engagements with the independent auditor; • Evaluating, at least annually, the independent auditor’s performance; • Overseeing the work of our independent auditor; • Developing and approving policies and procedures for the review, approval or ratification of related person transactions; • Overseeing the independence of the Company’s independent auditor, including receiving communications from the independent auditor regarding its communications with the committee concerning independence, discussing with the independent auditor their independence, and ensuring compliance with any audit partner rotation requirements; • Reviewing certain reports of the independent auditor and the internal auditor, including reports from the independent auditor relating to its internal quality procedures, and reports from the internal auditor related to the adequacy of the Company’s internal controls, disclosure processes and procedures; • Considering and reviewing, in consultation with the internal auditor, the Company’s internal audit function, including its scope, plan, budget, activities, organizational structure and staffing; • Reviewing on an annual basis the performance of the internal audit function, and receiving reports from the internal auditor on the status of significant findings, recommendations and management’s responses; • Establishing clear hiring policies regarding employees or former employees of the independent auditor; • Reviewing and discussing, with management as appropriate, our major enterprise and financial risk exposures, assessment, and management policies; • Establishing procedures for the confidential anonymous submission by employees, and receipt, retention and treatment of, accounting and auditing related concerns and complaints; • Reviewing material legal and compliance matters and our integrity and compliance program periodically with management; • Reviewing and discussing the Company’s plans, practices and policies concerning significant financial matters (except as assigned to other Committees); and • Undertaking an annual performance evaluation of the activities of the committee, including the committee’s responsibilities as set forth above.
			Financial Expertise and Independence All members of the Audit Committee meet the independence standards of the Nasdaq and the SEC, as well as the financial literacy requirements of Nasdaq. The Board has determined that each of Mr. Shanks and Ms. Norman qualifies as an “audit committee financial expert” as defined by SEC rules. No Audit Committee member currently serves on the audit committees of more than three public companies. Report The Report of the Audit Committee is set forth under the section entitled “Report of the Audit Committee” of this proxy statement.

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Nominating and Governance Committee
Current Committee Members: Kevin Mahony (CHAIR) Paul Camuti Daniel Ninivaggi D’aun Norman 7 Meetings in 2024			Primary Responsibilities Include: • Reviewing and making recommendations to the Board regarding its size, composition and organization, qualifications and criteria of directors, procedures for shareholder suggestion or nomination of candidates for director, retirement of directors, the compensation and benefits of non-employee directors, stock ownership guidelines applicable to non-employee directors, the conduct of business or other transactions between the Company and any person or entity affiliated with a director, and the structure, composition and membership of the Committees; • Identifying and recommending to the Board qualified director candidates and recommending actions regarding third-party nominations; • Reviewing the Company’s management development program, including executive succession plans and making recommendations to the Board relating to the election of the Company’s officers in coordination with the Talent Management and Compensation Committee; • Overseeing the succession planning process for our officers, in coordination with the Talent Management and Compensation Committee; • Overseeing and reporting to the Board regarding an annual evaluation of the Board and the Committees; • Reviewing and assessing the adequacy of our Governance Guidelines and governance structure; • Overseeing the director orientation and continuing education programs; • Reviewing and reporting to the Board regarding matters relating to the Company’s role as a responsible corporate citizen, including health, safety and environmental matters, equal employment opportunity and other matters, including the Company’s Code of Business Conduct; • Evaluating, together with management, the Company’s progress against its ESG targets, and reporting to the Board at least annually with respect to the Company’s ESG strategies, policies and performance; • Monitoring governance trends and reviewing periodically, with reports to the Board at least annually, with respect to the Company’s public reporting on ESG matters, including any corporate social responsibility and/or sustainability reports; and • Undertaking an annual performance evaluation of the activities of the committee, including the committee’s responsibilities as set forth above.
			Independence The Nominating and Governance Committee is comprised entirely of directors who are independent under the Nasdaq rules.

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Talent Management and Compensation Committee
Current Committee Members: Julia Steyn (CHAIR) Paul Camuti Joachim Drees Robert Shanks Steven Tesoriere 8 Meetings in 2024			Primary Responsibilities Include: • Reviewing and making recommendations to the Board regarding corporate goals and objectives relevant to compensation of our Chief Executive Officer, evaluating his performance in light of such goals and objectives and, together with the independent directors, making recommendations to the Board in relation to the CEO’s compensation level based on this evaluation of his performance; • Reviewing and making recommendations to the Board regarding the individual goals and objectives of the other executive officers and annual salary and other remuneration, including incentive compensation plans and equity-based plans, for all officers; • Reviewing and making recommendations to the Board regarding proposed actions under our incentive compensation plans and equity-based plans for all senior level employees; • Reviewing the management development program, including executive succession plans, and making recommendations to the Board relating to the election of our officers, in coordination with the Nominating and Governance Committee; • Reviewing and administering our bonus, stock and other benefits plans, as may be provided in any such plans or deemed appropriate by the Board; • Reviewing and making recommendations to the Board regarding Company employment agreements and compensatory arrangements with executive officers of the Company; • Reviewing and making recommendations to the Board regarding perquisite benefits provided to the Company’s executive officers; • Overseeing and making recommendations to the Board with respect to the Company’s stock ownership guidelines, share retention policy and clawback policy for the Company’s executive officers; • Reviewing and discussing annually with management our “Compensation Discussion and Analysis,” and recommending to the Board whether such section should be included in the Company’s Annual Report on Form 10-K and annual proxy statement; • Reviewing and making recommendations to the Board regarding the frequency of say-on-pay votes, taking into account the results of the most recent say-on-pay frequency vote, and reviewing and approving the proposals regarding say-on-pay votes and say-on-pay frequency votes to be included in the Company’s annual proxy statement; • Undertaking an annual performance evaluation of the activities of the committee, including the committee’s responsibilities as set forth above; and • Providing strategic review of the Company’s human resources strategies and initiatives to ensure the Company is seeking, developing and retaining human capital appropriate to the Company’s needs, including periodically assessing whether ESG goals and milestones, if appropriate, are effectively reflected in executive compensation.
			Independence The Talent Management and Compensation Committee is comprised entirely of directors who are independent under the Nasdaq rules, including the rules specific to membership on a compensation committee, and are “non-employee directors” under Section 16 of the Exchange Act.
			Delegation Authority The Talent Management and Compensation Committee may form and delegate its authority to subcommittees, including a subcommittee consisting of two or more individuals who qualify as non-employee directors under Section 16 the Exchange Act.
			Role of Management and Compensation Consultant For information regarding the role of management and our compensation consultant Meridian Compensation Partners (“Meridian”) in setting compensation see “Executive Compensation–Role of Management” and “Executive Compensation–Role of Independent Compensation Consultant” below.
			Report The Talent Management and Compensation Committee Report is set forth under the section entitled “Talent Management and Compensation Committee Report” of this proxy statement.

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Finance Committee
Current Committee Members: Daniel Ninivaggi (CHAIR) Kevin Mahony Olivier Rabiller Steven Tesoriere 10 Meetings in 2024			Primary Responsibilities Include: • Reviewing and making recommendations to the Board on the Company’s capital structure and capital markets transactions; • Reviewing and making recommendations to the Board concerning dividend strategy and declarations and stock repurchases; • Reviewing and making recommendations to the Board on significant M&A or other strategic transactions; • Advising the Board on the Company’s investor relations strategy and procedures, and other matters related to the responsibilities listed above; • Reporting regularly to the Board; and • Undertaking an annual performance evaluation of the committee, including the committee’s responsibilities as set forth above.

In addition to the Committees and the Finance Committee, from time to time, our Board establishes additional standing and/or ad hoc committees for specific purposes.

Talent Management and Compensation Committee Interlocks and Insider Participation

At the beginning of our 2024 fiscal year, the Talent Management and Compensation Committee consisted of Ms. Steyn and Messrs. Mahony and Shanks. In May 2024, Mr. Mahony left the committee and Messrs. Camuti, Drees, and Tesoriere joined. No member of our Talent Management and Compensation Committee is or has during their service been an officer or employee of the Company. In addition, throughout 2024, none of our executive officers served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has, or that at the time had, one or more of its executive officers serving as a member of our Board or Talent Management and Compensation Committee.

The Board’s Role in Risk Oversight

The Board recognizes that the achievement of our strategic and commercial objectives involves taking risks and that those risks may evolve over time. The Board has oversight responsibility for Garrett’s risk management, which is designed to identify, assess, and communicate these risks across the Company’s operations, and foster a corporate culture of integrity and risk awareness. Consistent with this approach, one of the Board’s primary responsibilities includes reviewing assessments of, and advising management with respect to, significant risks and issues facing the Company.

In addition, the Board has designated the Committees to assist with the oversight of certain categories of risk management, and the Committees report to the Board regularly on these matters.

•	The Audit Committee reviews and discusses, with management as appropriate, our major financial and enterprise risk exposures, risk assessment, and risk management policies, including oversight of the Company’s cybersecurity framework and risk management;

•

The Talent Management and Compensation Committee, in approving and evaluating the Company’s executive compensation plans, policies and programs, takes into account the degree of risk to the Company that such plans, policies, and programs may create and assists the Board in fulfilling its oversight responsibilities with respect to succession planning for our executive officers; and

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•

The Nominating and Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership, and structure, succession planning for our directors and executive officers, and our overall governance structure, and also by reviewing our Code of Business Conduct, which creates a foundation for our compliance program.

Our Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.

Corporate Responsibility

Garrett’s mission to develop differentiated technologies for emission reduction and energy efficiency is at the heart of its contribution to society. We develop solutions for the most pressing sustainability challenges for the automotive, mobility and industrial space, to advance emissions reduction and zero emission solutions.

Corporate responsibility is therefore embedded in our governance structure and a priority for the Company and the Board of Directors. The Board, including through its committees, is responsible for promoting and providing oversight of ESG activities, including corporate responsibility, sustainability strategy, and monitoring adherence to Company standards. Primary responsibility at the Board level for reviewing and reporting to the full Board on our sustainability programs and policies, as well as our corporate citizen commitments, resides with the Nominating & Governance Committee.

Management oversees sustainability at the Company through a Sustainability Committee, composed of the CEO and several members of Garrett’s senior leadership team. The Sustainability Committee oversees our sustainability strategy development, definition, and deployment.

Garrett articulates its commitments to social and environmental considerations in the communities in which it operates in the Company’s Code of Business Conduct, which can be found on our website at www.garrettmotion.com under “Investors—Leadership & Governance,” and its annual Sustainability Report, which can be found at www.garrettmotion.com/corporate/sustainability. The contents of our Sustainability Report and investor website are not incorporated by reference into this proxy statement or in any other report or document we file with the SEC.

Policy on Compliance with Securities Laws

The Company has adopted a Policy on Compliance with Securities Laws governing the purchase, sale, or other disposition of the Company’s securities by directors, officers, and employees. We believe that the Policy on Compliance with Securities Laws is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards applicable to the Company.

We believe it is improper and inappropriate for any person associated with Garrett to engage in short-term or speculative transactions involving the Company’s securities. Under the Company’s Policy on Compliance with Securities Laws, directors, officers, and employees of the Company are prohibited from engaging in short sales and buying or selling options or other derivative securities of the Company.

Our Policy on Compliance with Securities Laws also prohibits directors and executive officers from pledging securities of the Company and from purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of the Company’s equity securities, whether they are granted to such director or executive officer by the Company as part of such person’s compensation or otherwise held, directly or indirectly, by such director or executive officer.

A copy of our Policy on Compliance with Securities Laws was filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2024.

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Communications with Directors

Shareholders and other interested parties who wish to send communications to the Board, the non-management directors, any committee of the Board, or any individual director should address such communications to: Garrett Motion Inc., Attention: Corporate Secretary, La Pièce 16, Rolle, Switzerland 1180. All communications, except for marketing and advertising materials, will be forwarded to the appropriate individual(s).

Our Executive Officers

The following table sets forth the names, ages, and positions of our current executive officers:


Name	Age	Position
Olivier Rabiller*	54	President & Chief Executive Officer
Craig Balis	60	Senior Vice President & Chief Technology Officer
Pierre Barthelet	59	Senior Vice President, Strategy, Business Development & Advanced Technologies
Sean Deason	53	Senior Vice President & Chief Financial Officer
Daniel Deiro	52	Senior Vice President, Global Customer Management & General Manager, Japan/Korea
Joanne Lau	48	Vice President, Chief Accounting Officer and Corporate Controller
Thierry Mabru	57	Senior Vice President, Integrated Supply Chain
Jérôme Maironi	59	Senior Vice President, General Counsel & Corporate Secretary
Fabrice Spenninck	56	Senior Vice President & Chief Human Resources Officer

*	Mr. Rabiller is a member of our Board. See “Proposal One—Election of Directors” for more information about Mr. Rabiller.

Craig Balis has served as our Senior Vice President and Chief Technology Officer since our spin-off from Honeywell in 2018. From June 2014 and until the spin-off, Mr. Balis was the Vice President and Chief Technology Officer of Honeywell Transportation Systems. From December 2008 to June 2014, Mr. Balis was the Vice President of Engineering of Honeywell Transportation Systems. From 1998 until 2008, Mr. Balis served as Director of Program Management and Director of Product Development at Garrett Engine Boosting Systems. Prior to this, Mr. Balis worked seven years as an advanced technology manager at AlliedSignal Aerospace, an American aerospace, automotive and engineering company, working in the aircraft turbine engine division. Mr. Balis has a Bachelor of Science and Master’s degree in Engineering from the University of Illinois.

Pierre Barthelet has served as our Senior Vice President, Strategy, Business Development & Advanced Technologies since 2023 and, prior to that, as Senior Vice President, Marketing & Product Management since our spin-off from Honeywell in 2018. He is responsible for developing and deploying the Garrett’s growth and profitability strategy, and he leads the development of our new electrified offerings. In addition, he is also driving commercial excellence across the company. From 2016 until 2017, Mr. Barthelet served in the same role for Honeywell Transportation Systems, which he joined in 2001. Mr. Barthelet received a Master’s degree in Aeronautics from Ecole Nationale Supérieure de l’Aéronautique et de l’Espace and a Ph.D in Fluid Dynamics from Institut National Polytechnique, Toulouse, France.

Sean Deason has served as our Senior Vice President and Chief Financial Officer since June 2020. Mr. Deason previously served as Chief Financial Officer and Controller of WABCO Holdings Inc. (“WABCO”), a manufacturer of technology systems for commercial vehicles, from April 2019 to June 2020. Prior to that, Mr. Deason was WABCO’s Vice President Controller and Investor Relations from June 2015 to April 2019. Prior to joining WABCO, Mr. Deason spent four years with Evraz N.A., a steel products manufacturer, where he served as Vice President, Financial Planning & Analysis. Prior to Evraz, Mr. Deason spent 12 years with Lear Corporation, a global automotive technology manufacturer, where he served as Director, Finance, Corporate Business Planning & Analysis, Director, Finance, Asia Pacific Operations, and Assistant Treasurer, and held various other positions of increasing responsibility since August 1999. Mr. Deason holds a Masters of International Management from Thunderbird School of Global Management and is a Certified Management Accountant.

Daniel Deiro has served as our Senior Vice President, Global Customer Management, and General Manager Japan/Korea since the spin-off from Honeywell in 2018. From August 2014 until the spin-off, Mr. Deiro was the Vice President of Customer Management and General Manager for Honeywell Transportation Systems for Japan and Korea. From April 2012 until August 2014, Mr. Deiro was a Senior Customer Management Director at Honeywell Transportation Systems. Mr. Deiro has a degree in Automotive Engineering from Haute école spécialisée bernoise, Technique et Informatique (BFH-TI), Biel, Switzerland.

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Joanne Lau has served as our Vice President, Chief Accounting Officer and Corporate Controller of the Company since October 2021. Between February 2021 and October 2021, she served as Senior Finance Director of Corporate Consolidation, Controlling and Tax at Eurofins Scientific, a bio-analytical testing provider. Previously, Ms. Lau served in various capacities at WABCO for approximately eight years. There, Ms. Lau served as Global Accounting and Reporting Manager from June 2013 through December 2014, as Assistant Corporate Controller from January 2015 through March 2019, and as Corporate Controller from April 2019 through February 2021. Ms. Lau holds a Bachelor of Science in Finance from Santa Clara University and is a Certified Public Accountant.

Thierry Mabru has served as our Senior Vice President, Integrated Supply Chain since our spin-off from Honeywell in 2018. From March 2013 until the spin-off, Mr. Mabru was the Vice President of Global Integrated Supply Chain for Honeywell Transportation Systems. From April 2011 until February 2013, Mr. Mabru was Senior Director of Global Advanced Manufacturing Engineering for Honeywell Transportation Systems. From September 2006 to February 2011, Mr. Mabru was Director of the Program Management Office of Honeywell Aerospace EMEAI. Mr. Mabru currently serves as director of both the Board of Friction Material Pacific (FMP) Group Australia PTY Limited and Board of Friction Material Pacific (FMP) Group PTY Limited, which are friction material manufacturers. Mr. Mabru holds a Master of Science degree from the École Nationale de Mécanique et d’Aé rotechniques (ISAE/ENSMA), Poitier, France.

Jérôme Maironi has served as our Senior Vice President, General Counsel and Corporate Secretary since our spin-off from Honeywell in 2018. For the five years prior to the spin-off, Mr. Maironi was the Vice President of Global Legal Affairs for Honeywell Performance Materials and Technologies. Mr. Maironi received a post-graduate degree in Law & Practice of International Trade and a Master of Law from the University Rene Descartes, Paris, France. Mr. Maironi received the Swiss Board School Certification and has also passed the French Bar Exam. Mr. Maironi graduated with an Executive program from INSEAD, Fontainebleau, France.

Fabrice Spenninck has served as our Senior Vice President and Chief Human Resources Officer since our spin-off from Honeywell in 2018. From August 2015 until the spin-off, Mr. Spenninck was Vice President of Human Resources of Honeywell Transportation Systems. From 2013 to 2015, Mr. Spenninck was Vice President of Labor and Employee Relations and, from 2011 to 2013, he was Senior Director of Human Resources (One Country Leader) in France and North Africa at Honeywell. Mr. Spenninck holds a Master’s degree in Human Resources and Labor Relations from the University of Montpellier, France.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table and accompanying footnotes set forth information regarding the amount and percentage of our outstanding shares of common stock beneficially owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock as of the dates indicated in the footnotes and (ii) each of our named executive officers and directors, and all of our executive officers and directors as a group, in each case as of March 14, 2025. All directors and executive officers have sole voting and dispositive power over their shares, and none of the shares shown as beneficially owned by directors and executive officers are pledged as security for any obligation. The Percentage of Outstanding Shares is based on 204,546,908 shares issued and outstanding as of March 14, 2025.


Beneficial Owner	Shares of Common Stock Beneficially Owned	Percentage of Outstanding Shares
5%+ Shareholders:
Oaktree⁽¹⁾	44,082,816	21.6%
Centerbridge⁽²⁾	33,146,809	16.2%
Cyrus⁽³⁾	28,827,284	14.1%
Sessa⁽⁴⁾	14,289,203	7.0%
Directors and Named Executive Officers:
Daniel Ninivaggi⁽⁵⁾	94,559	*
Paul Camuti⁽⁶⁾	5,883	*
Joachim Drees⁽⁷⁾	3,297	*
Kevin Mahony	—	—
D’aun Norman⁽⁸⁾	57,842	*
Robert Shanks⁽⁹⁾	51,854	*
Julia Steyn⁽¹⁰⁾	37,854	*
Steven Tesoriere	—	—
Olivier Rabiller⁽¹¹⁾	675,178	*
Sean Deason⁽¹²⁾	177,053	*
Craig Balis⁽¹³⁾	119,433	*
Thierry Mabru⁽¹⁴⁾	69,116	*
Jerome Maironi⁽¹⁵⁾	129,812	*
Executive officers and directors as a group (consisting of 17 persons)⁽¹⁵⁾	1,707,143	*

*	Less than 1%.

(1)

Based on a Schedule 13D/A filed by Oaktree Value Opportunities Fund Holdings, L.P. (“Oaktree Value”), OCM Opps GTM Holdings, LLC (“OCM Opps”), Oaktree Capital Holdings, LLC (“Oaktree Capital Holdings”), Brookfield Oaktree Holdings, LLC (“Brookfield Oaktree Holdings”), Brookfield Corporation (“Brookfield”), BAM Partners Trust (“BAM Partners”), Oaktree Phoenix Investment Fund, L.P. (“Oaktree Phoenix”), Oaktree Opportunities Fund Xb Holdings (Delaware) LP (“Oaktree Xb”), Brookfield Asset Management ULC (“BAM ULC”) and Oaktree Capital Group Holdings GP, LLC (“Oaktree Capital Group”) on October 28, 2024. Brookfield Oaktree Holdings is the indirect manager of OCM Opps and Oaktree Xb (together, the “BOH Entities”), and each may be deemed to share voting and dispositive power over the 30,913,991 shares of common stock held directly by OCM Opps and the 2,874,489 shares of common stock held directly by Oaktree Xb.Oaktree Capital Holdings is the indirect manager of Oaktree Value and Oaktree Phoenix (together, the “OCH Entities”), and each may be deemed to share voting and dispositive power over the 9,174,939 shares of common stock held directly by Oaktree Value and the 1,119,397 shares of common stock held directly by Oaktree Phoenix. Oaktree Capital Group is the indirect owner of Brookfield Oaktree Holdings and Oaktree

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Capital Holdings and may be deemed to share voting and dispositive power over the 44,082,816 shares of common stock held directly by the BOH Entities and the OCH Entities. Brookfield is the indirect owner of Brookfield Oaktree Holdings, and BAM Partners is the sole owner of the Class B Limited Voting Shares of Brookfield, and each may be deemed to share voting and dispositive power over the 33,788,480 shares of common stock held directly by the BOH Entities. BAM ULC is the indirect owner of Oaktree Capital Holdings and may be deemed to share voting and dispositive power over the 10,294,336 shares of common stock held directly by the OCH Entities. The address of each of Oaktree Value, OCM Opps, Oaktree Capital Holdings, Brookfield Oaktree Holdings, Brookfield, BAM Partners, Oaktree Phoenix, Oaktree Xb, BAM ULC and Oaktree Capital Group is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

(2)

Based on a Schedule 13D/A filed by Centerbridge Credit Partners Master, L.P. (“Credit Partners Master”), Centerbridge Credit Partners Offshore General Partner, L.P. (“Credit Partners Offshore GP”), Centerbridge Credit Cayman GP, Ltd. (“Credit Cayman GP”), Centerbridge Credit GP Investors, L.L.C. (“Credit GP Investors”), Centerbridge Special Credit Partners III-Flex, L.P. (“SC III-Flex”), Centerbridge Special Credit Partners General Partner III, L.P. (“Special Credit III GP”), CSCP III Cayman GP Ltd. (“CSCP III Cayman GP”) and Jeffrey H. Aronson on December 17, 2024 and a Form 4 filed on March 11, 2025. CSCP III Cayman GP is the general partner of Special Credit III GP, which is the general partner of SC III-Flex, and each may be deemed to share voting and dispositive power over the 23,351,125 shares of common stock held directly by SC III-Flex. Credit GP Investors is the sole director of Credit Cayman GP, which is the general partner of Credit Partners Offshore GP, which is the general partner of Credit Partners Master, and each may be deemed to share voting and dispositive power over the 9,795,684 shares held directly by Credit Partners Master. As the managing member of Credit GP Investors and the director of CSCP III Cayman GP, Mr. Aronson may be deemed to share voting and dispositive power over the securities held of record by Credit Partners Master and SC III-Flex. The address of each of CSCP III Cayman GP, Special Credit III GP, SC III-Flex, Credit GP Investors, Credit Cayman GP, Credit Partners Offshore GP, Credit Partners Master and Mr. Aronson is 375 Park Avenue, 11th Floor, New York, New York 10152.

(3)

Based on a Schedule 13D/A filed by Cyrus Capital Partners, L.P. (“Cyrus Capital Partners”), Cyrus Capital Partners GP, L.L.C. (“Cyrus Capital GP”), Cyrus Capital Advisors, L.L.C. (“Cyrus Capital Advisors”) and Mr. Stephen C. Freidheim on March 7, 2024. Each of Cyrus Capital Partners, Cyrus Capital GP and Mr. Freidheim reported having shared voting and dispositive power over 28,827,284 shares of common stock, and Cyrus Capital Advisors reported having shared voting and dispositive power over 16,776,780 shares of common stock. Cyrus Capital Partners is the investment manager of certain private funds and managed accounts that directly hold the shares of common stock. Cyrus Capital GP is the general partner of Cyrus Capital Partners and the managing member of Cyrus Capital Advisors. Mr. Freidheim is the Chief Investment Officer of Cyrus Capital Partners and the sole member and manager of Cyrus Capital GP. The address of each of Cyrus Capital Partners, Cyrus Capital GP, Cyrus Capital Advisors and Mr. Freidheim is c/o Cyrus Capital Partners, L.P., 65 East 55th Street, 35th Floor, New York, New York, 10022.

(4)

Based on a Schedule 13G/A filed by Sessa Capital (Master), L. P. (“Sessa Capital”), Sessa Capital GP, LLC (“Sessa Capital GP”), Sessa Capital IM, L. P. (“Sessa IM”), Sessa Capital IM GP, LLC (“Sessa IM GP”) and Mr. John Petry on November 14, 2024. Each of Sessa Capital, Sessa Capital GP, Sessa IM, Sessa IM GP and Mr. Petry reported sharing voting and dispositive power over the 14,289,203 shares of common stock directly held by Sessa Capital. Sessa Capital GP is the sole general partner of Sessa Capital. Sessa Capital IM is the investment manager for Sessa Capital. Sessa Capital IM GP is the general partner of Sessa IM. Mr. Petry is the manager of Sessa Capital GP and Sessa IM GP. The address of each of Sessa Capital, Sessa Capital GP, Sessa IM, Sessa IM GP and Mr. Petry is 888 Seventh Avenue, 30th Floor, New York, New York, 10019.

(5)	Represents (i) 22,705 deferred stock units, and (iii) 71,854 shares of common stock held by Mr. Ninivaggi.

(6)	Represents (i) 1,613 deferred stock units, and (iii) 4,270 shares of common stock held by Mr. Camuti.

(7)	Represents 3,297 deferred stock units held by Mr. Drees.

(8)	Represents (i) 5,988 deferred stock units, and (iii) 51,854 shares of common stock held by Ms. Norman.

(9)	Represents 51,854 shares of common stock held by Mr. Shanks.

(10)	Represents 37,854 shares of common stock held by Ms. Steyn.

(11)	Represents (i) 584,279 shares of common stock and (ii) 90,899 restricted stock units that vest within 60 days of March 14, 2024, held by Mr. Rabiller.

(12)	Represents (i) 147,152 shares of common stock and (ii) 29,901 restricted stock units that vest within 60 days of March 14, 2024, held by Mr. Deason.

(13)	Represents (i) 99,148 shares of common stock and (ii) 20,285 restricted stock units that vest within 60 days of March 14, 2024, held by Mr. Balis.

(14)	Represents (i) 52,686 shares of common stock and (ii) 16,430 restricted stock units that vest within 60 days of March 14, 2024, held by Mr. Mabru.

(15)	Represents (i) 108,247 shares of common stock and (ii) 21,565 restricted stock units that vest within 60 days of March 14, 2024, held by Mr. Maironi.

(16)	Represents common shares and deferred stock units held and restricted stock units that vest within 60 days of March 14, 2024.

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DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires our executive officers, directors, and “beneficial owners” of more than 10% of our common stock to file stock ownership reports and reports of changes in ownership with the SEC. Based on a review of those reports, we believe that during 2024, all transactions were reported on a timely basis except for nine Form 4s required to be filed in respect of each of our executive officers in connection with the satisfaction of a performance condition with respect to certain performance share units, which were inadvertently filed three days late upon the vesting of such performance share units.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Policies and Procedures for Related Person Transactions

Our Board has adopted written policies and procedures (the “Policy”) for the review, approval, and ratification of any transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) (“Related Person Transactions”) in which the Company (including any of its subsidiaries) was, is, or will be a participant and the amount involved exceeds $120,000, and in which any “Related Person” had, has, or will have a direct or indirect material interest. Under the Policy, a “Related Person” includes (i) any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director, executive officer or a nominee to become a director of the Company; (ii) any person (or group) who is the beneficial owner of more than 5% of any class of the Company’s voting securities; (iii) any immediate family member of any of the foregoing persons; and (iv) any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

Prior to entering into any Related Person Transaction, the Related Person must provide notice to our General Counsel of the facts and circumstances of the proposed Related Person Transaction. The Policy calls for the proposed transaction to be assessed by the General Counsel and, if determined to be a Related Person Transaction, submitted to the Audit Committee for its consideration at the next Audit Committee meeting or, if the General Counsel, in consultation with the Chief Executive Officer or Chief Financial Officer, determines that it is not practicable or desirable to wait until the next Audit Committee meeting, to the Chair of the Audit Committee.

The Audit Committee or Chair of the Audit Committee, as applicable, will review and consider all the relevant facts and circumstances available, including but not limited to:

•	the benefits to the Company of the proposed transaction;

•	the impact on a director’s independence in the event the Related Person is a director, an immediate family member of a director, or an entity in which a director is a partner, shareholder, or executive officer; and

•	the availability of other sources for comparable products or services, the terms of the transaction including their fairness to the Company, and the terms available to unrelated third parties or to employees generally.

The Audit Committee (or the Chair of the Audit Committee) shall approve only those Related Person Transactions that are in, or are not inconsistent with, the best interests of the Company, as the Audit Committee (or its Chair) determines in good faith. From time to time, the Audit Committee shall review certain previously approved or ratified Related Person Transactions that remain ongoing.

The Policy also deems certain transactions to be pre-approved or ratified under its terms, even if such transactions will exceed $120,000, including Related Person Transactions involving competitive bids, certain employment relationships, or transactions approved by the Talent Management and Compensation Committee of the Board or another group of independent directors.

Certain Related Person Transactions

Transactions with Trane Technologies plc

In the ordinary course of business, we contract with Trane Technologies plc (“Trane”) for the occasional purchase of certain goods and services. Agreements were made at commercial terms prevalent in the market at the time they were executed. Payments made to Trane for the purchase of services amounted to approximately $1.0 million for the year ended December 31, 2024. Our director, Mr. Camuti, served as an executive officer of Trane until December 31, 2024.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Repurchases of Common Stock

On March 6, 2024, the Company repurchased 10,000,000 shares of common stock from an affiliate of Sessa Capital at a price of $9.00 per share. As noted above, Sessa Capital and its affiliates beneficially owned in excess of 5% of our outstanding common stock and until February 9, 2024, John Petry, the manager of Sessa Capital GP and Sessa IM GP, served as a director on our Board.

On December 13, 2024, the Company repurchased 2,808,988 shares of common stock from Centerbridge Credit Partners Master, L.P. and Centerbridge Special Credit Partners III-Flex, L.P. at a price of $8.90 per share. As noted above, Centerbridge and its affiliates beneficially own in excess of 5% of our outstanding common stock and Kevin Mahony serves as a director on our Board.

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PROPOSAL TWO

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed the firm of Deloitte SA as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Although shareholder ratification of the appointment of Deloitte SA is not required by law, our Board believes that it is advisable to give shareholders an opportunity to ratify this appointment. If this proposal is not approved at the Annual Meeting, our Audit Committee will reconsider its appointment of Deloitte SA. Representatives of Deloitte SA are expected to be present at the Annual Meeting and will have the opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions from our shareholders. Even if the selection of Deloitte SA is ratified, the Audit Committee retains the discretion to select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company. Deloitte SA has been our independent registered public accounting firm since 2018 and served as our independent registered public accounting firm for the year ended December 31, 2024.

Board Recommendation


				The Board recommends a vote “FOR” the ratification of the appointment by the Audit Committee of Deloitte SA as our independent registered public accounting firm for the year ending December 31, 2025.

Principal Accountant Fees and Services

The following table summarizes the fees of Deloitte SA, our independent registered public accounting firm, billed to us for each of the last two fiscal years.


Fee Category	2024	2023
Audit Fees⁽¹⁾	$4,413,000	$4,535,000
Audit-Related Fees⁽²⁾	$22,000	$54,000
Tax Fees	—	—
All Other Fees	—	—
Total Fees	$4,434,000	$4,589,000

(1)

Audit fees consist of fees for the audit of our financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements, including relating to registration statements filed with the SEC.

(2)	Audit-related fees consist of fees that are reasonably related to the performance of the audit and the review of our financial statements, and which are not reported under “Audit Fees.”

Pre-Approval Policies and Procedures

The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by the Company’s independent registered public accounting firm. This policy provides that the Company will not engage its independent registered public accounting firm to render audit or non-audit services unless the Audit Committee specifically approves the service in advance. Between regularly scheduled meetings of the Audit Committee, the chair of the Audit Committee may pre-approve the terms and fees of non-audit engagements with the independent auditor. Any such pre-approvals by the chair of the Audit Committee will be presented to the full Audit Committee at its next regularly scheduled meeting.

All of the services described above were approved by the Audit Committee pursuant to these pre-approval policies and procedures, and in doing so, the Audit Committees did not rely on the de minimis exception set forth in Rule 2-01(c)(7)(i)(C) under Regulation S-X.

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PROPOSAL TWO – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of the Audit Committee

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. In fulfilling its responsibilities, the Audit Committee has reviewed and discussed with the Company’s management and independent auditors the audited consolidated financial statements and related footnotes for the fiscal year ended December 31, 2024, and the independent auditors’ report thereon, appearing in the 2024 Annual Report (collectively, the “2024 Financial Statements”).

Management has the primary responsibility for the financial statements and the reporting process including the Company’s internal controls systems and has represented to the Audit Committee that the 2024 Financial Statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The independent auditors are responsible for expressing an opinion on the conformity of the Company’s audited financial statements with GAAP, and for expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

The Audit Committee has received from, and discussed with, the independent auditors the communications and matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the U.S. Securities and Exchange Commission. In addition, the Audit Committee has discussed with the independent auditors, the auditors’ independence, including the matters in the written disclosures and letter which were delivered to the Audit Committee by the independent auditors pursuant to the applicable requirements of the PCAOB. The Audit Committee has also considered whether the independent auditors’ provision of non-audit services to the Company is compatible with maintaining the auditors’ independence.

The Audit Committee has discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the 2024 Financial Statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the U.S. Securities and Exchange Commission.

By the Audit Committee of the Board of Directors of Garrett Motion Inc.:

Robert Shanks (Chair)

Joachim Drees

D’aun Norman

Julia Steyn

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PROPOSAL THREE

APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Board Recommendation


				Our Board unanimously recommends a vote “FOR” the resolution to approve, on an advisory (non-binding) basis, the compensation of our named executive officers, as disclosed in the compensation discussion and analysis, the accompanying compensation tables and related narrative disclosure of this proxy statement.

Background and Proposal

As required by Section 14A(a)(1) of the Exchange Act, the below resolution enables our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives our shareholders the opportunity to express their views on our named executive officers’ compensation. The Say-on-Pay Vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies, and practices described in this proxy statement.

We encourage our shareholders to review the “Executive Compensation” section of this proxy statement for more information.

As an advisory approval, this proposal is not binding upon us or our Board of Directors. However, the Talent Management and Compensation Committee, which is responsible for the design and administration of our executive compensation program, values the opinions of our shareholders expressed through your vote on this proposal. The Board and Talent Management and Compensation Committee will consider the outcome of this vote in making future compensation decisions for our named executive officers.

Accordingly, we ask our shareholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the shareholders of Garrett Motion Inc. approve, on an advisory basis, the 2024 compensation of Garrett Motion Inc.’s named executive officers as described in the Compensation Discussion & Analysis and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in Garrett Motion Inc.’s proxy statement for the 2025 annual meeting of shareholders.”

Frequency of Say-on-Pay Vote and 2025 Say-on-Pay Vote

The frequency of the say-on-pay vote is required to be offered to our shareholders at least once every six years. At our 2019 annual meeting of shareholders held on June 4, 2019, the Board recommended that the shareholder vote on the compensation of our named executive officers occur every year, and our shareholders agreed. We are recommending shareholders vote again on the preferred frequency of the say-on-pay vote in Proposal Four. If we maintain our current frequency, the next advisory say-on-pay vote (following the non-binding advisory vote at this Annual Meeting) is expected to occur at our 2026 annual meeting of shareholders.

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PROPOSAL FOUR

ADVISORY APPROVAL OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION

Board Recommendation


				Our Board unanimously recommends a vote for the option of “ONE YEAR” as the preferred frequency for a shareholder advisory vote on named executive officer compensation.

Background and Proposal

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that shareholders be given the opportunity to vote on an advisory (non-binding) basis on the frequency of future advisory votes on the compensation of our named executive officers. When voting on this proposal, shareholders may indicate their preference for conducting future advisory votes to approve the compensation of our named executive officers every one, two, or three years. Shareholders may also abstain from casting a vote on this proposal.

The Board believes that an annual advisory vote to approve the compensation of the named executive officers will allow our shareholders to provide timely, direct input on the Company’s executive compensation philosophy, policies, and practices disclosed in the proxy statement each year. Accordingly, we ask our shareholders to vote for the option of “ONE YEAR” as the preferred frequency for a shareholder vote on named executive officer compensation.

Although the vote on this item is non-binding, the Board and the Talent Management and Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when determining how often to submit an advisory (non-binding) vote on the compensation of our named executive officers to our shareholders.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the principles underlying the material components of the executive compensation programs for our named executive officers (“NEOs”) and the factors relevant to an analysis of compensatory policies and decisions. In 2024, our NEOs were:

•	Olivier Rabiller, President and Chief Executive Officer;

•	Sean Deason, Senior Vice President and Chief Financial Officer;

•	Craig Balis, Senior Vice President and Chief Technology Officer;

•	Thierry Mabru, Senior Vice President, Integrated Supply Chain; and

•	Jérôme Maironi, Senior Vice President, General Counsel, and Corporate Secretary.

Executive Summary

Financial Performance

Garrett delivered another strong performance in 2024 amidst ongoing industry challenges. Our full-year net sales were $3.5 billion, down 11% on a reported basis and 10% on a constant currency basis compared to 2023. This decrease was driven primarily by softness in the global light vehicle industry, particularly in Europe, partially offset by growth in our aftermarket sales. We effectively navigated through these challenges by implementing strategic permanent and variable cost actions. Our effective management allowed us to achieve full-year net income of $282 million and Adjusted EBITDA of $598 million, with a solid net income margin of 8.1% and an Adjusted EBITDA margin of 17.2%.

In 2024, we continued advancing our turbo and zero-emission solutions. We maintained a strong win rate of over 50%, securing new light vehicle gasoline awards across all geographies, particularly in China and the U.S. We also won light commercial diesel contracts in Europe and China and expanded in commercial on-highway applications, including natural gas solutions. Additionally, we secured new awards for our larger turbochargers in marine and backup power applications, with production expected in 2026.

Our electrification efforts gained momentum, moving from prototyping to testing and achieving our first production awards for high-speed electric powertrain solutions, expected to launch in 2027. We signed a letter of intent with Sinotruk to develop next-generation electric powertrains and continued validation testing with a major global light vehicle OEM. We also expanded our fuel cell compressor portfolio, with plans to deliver our first Gen3 fuel cell compressors in 2025. Meanwhile, our e-cooling compression technology attracted growing interest across automotive and industrial applications.

Garrett strengthened its capital structure in 2024, generating $408 million of net cash provided by operating activities and $358 million in Adjusted Free Cash Flow. This allowed us to repurchase $296 million of common stock during the year, reducing January 1, 2024 share count by 13%, and reduce our debt by $203 million.

For 2025 and in the future, we are introducing Adjusted EBIT as a new financial metric. This will provide additional insight into our financial performance and profitability to align with our peer group reporting practice and highlights the strength of our asset-light operating model. For the full year 2024, our Adjusted EBIT was $485 million, achieving an industry-leading margin of 14%.

Garrett remains well-positioned for long-term success. Our strong financial framework enables us to navigate industry challenges while driving innovation in both turbo and electrification. With a resilient operating model and a clear strategic focus, we are confident in our ability to sustain strong financial performance and shareholder returns in 2025.

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EXECUTIVE COMPENSATION

Compensation Philosophy

Our compensation philosophy is designed to align the interests of our executive officers with those of our shareholders by providing pay that is directly linked to the achievement of performance goals established to create sustainable long-term shareholder value. At the root of our compensation philosophy is the use of variable, at-risk compensation that connects pay outcomes with superior results and sustainable growth execution. Our Chief Executive Officer’s compensation mix changed during 2024, as shown in the chart below, with 87% of the total target compensation of our Chief Executive Officer at risk.

Compensation Program Highlights

Our overall compensation program is designed to attract, motivate and retain highly qualified executives by providing them with competitive compensation that is aligned with our success and their contribution to that success. Our ability to excel depends on the skill, creativity, integrity and teamwork of our employees. We believe that compensation should be structured to reward short- and long-term business results and exceptional performance, and, most importantly, to maximize shareholder value.

The following table highlights the key features of our executive compensation program. We believe these practices promote good governance and serve the interests of our shareholders.


	What We Do
				Director and Senior Leadership stock ownership requirements
				Compensation programs include an oversight process to identify risk
				Independent Talent Management and Compensation Committee oversees and evaluates executive compensation programs against competitive practices, regulatory developments, and corporate governance trends
				Independent Talent Management and Compensation Committee advisor
				Clawback policy for executive officers


	What We Don’t Do
				No single-trigger cash severance, equity vesting, or benefits in connection with a change in control
				No guaranteed equity compensation or salary increases for executive officers
				No excise tax gross-up provisions
				No repricing of stock option awards and our plans expressly forbid exchanging underwater options for cash without shareholder approval
				No hedging or pledging of our equity securities

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EXECUTIVE COMPENSATION

2024 Say-on-Pay Vote

At our 2024 annual meeting, approximately 98% of the votes cast by our shareholders approved, on an advisory basis, the compensation of our NEOs, which we believe reaffirms our shareholders’ continuous support of our executive compensation program.

Determination of Process

Our Talent Management and Compensation Committee oversaw and administered our executive compensation program for 2024, with input from our management team and an independent compensation consultant.

Process and Timeline for Designing and Delivering Compensation

The Talent Management and Compensation Committee is responsible for evaluating programs and processes for annual and long-term executive compensation and for assessing the organizational structure and the development of our executives. The Talent Management and Compensation Committee follows a robust process to review and propose to the Board for approval all compensation decisions regarding the NEOs. These decisions are based on peer group and market data and are supported by the review and advice of an independent compensation consultant.

Role of Management

To assist the Talent Management and Compensation Committee in making its determination, our Chief Executive Officer provides recommendations annually to the Talent Management and Compensation Committee regarding the compensation of all other NEOs (i.e., other than himself) based on the Company's overall performance for the period and his assessment of the individual contributions of each of the other NEOs to our success. Our NEOs play no role in their own compensation determinations other than to discuss their performance with our Chief Executive Officer, or in the case of the Chief Executive Officer, with the Talent Management and Compensation Committee and the Non-Executive Chair of the Board.

Our senior management also supports the Talent Management and Compensation Committee by developing recommendations for specific award designs, including metric assessment, performance goal-setting, and program administration. While members of our senior management may attend the meetings of the Talent Management and Compensation Committee, they do not attend executive sessions or any portion of meetings during which their own compensation is discussed.

Role of Independent Compensation Consultant

The Talent Management and Compensation Committee retains Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant. Meridian assists the Talent Management and Compensation Committee in its evaluation of the compensation provided to our Chief Executive Officer and other NEOs and the design of such executive compensation programs. Meridian attends Talent Management and Compensation Committee meetings throughout the year and provides information, research, and analysis pertaining to executive compensation and governance as requested by the Talent Management and Compensation Committee and the Board. Other than advising the Talent Management and Compensation Committee and senior management, as described above, Meridian did not provide any services to the Company in 2024. The Talent Management and Compensation Committee has considered the independence of Meridian, consistent with the requirements of Nasdaq, and has determined that Meridian is independent. Further, pursuant to the U.S. Securities and Exchange Commission (SEC) rules, the Talent Management and Compensation Committee conducted a conflicts of interest assessment and determined that there is no conflict of interest resulting from working with Meridian. The Talent Management and Compensation Committee intends to reassess the independence of its advisor at least annually.

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EXECUTIVE COMPENSATION

Executive Compensation Peer Group

In 2023, Meridian worked with the Talent Management and Compensation Committee and senior management to review the Garrett compensation peer group of companies to be used for market comparison purposes in terms of executive pay levels and practices for fiscal year 2024. Meridian assessed our peer group against the following characteristics, which are consistent with criteria historically reviewed:

•	Size (revenue, enterprise value and market cap);

•

Industry;

•	Primary location and global presence;

•	Global scope of operations;

•	Business model and fit; and

•	Key players in fast growing electrified vehicle space;

The Talent Management and Compensation Committee was careful to construct a group based on the considerations above that captures Garrett’s global presence and talent market as well as its unique business dynamics. As a company listed in the U.S. but with a co-headquarters in Europe that attracts talent globally, we included both U.S. and European companies. Our 2024 peer group consisted of the following companies:


Company Name	Exchange	Country of HQ	Primary Industry Classification	Revenue⁽¹⁾ ($Mil)	Enterprise Value ($Mil)⁽²⁾	Market Cap ($Mil)⁽²⁾	Employee Count⁽²⁾
US-Listed
Allison Transmission Holdings, Inc.	NYSE	US	Construction Machinery & Heavy Trucks	$3,225	$10,974	$9,360	4,000
American Axle & Manufacturing Holdings, Inc	NYSE	US	Automotive Parts & Equip.	$6,125	$2,963	$685	19,000
Autoliv, Inc.	NYSE	Sweden	Automotive Parts & Equip.	$10,390	$9,268	$7,289	59,332
BorgWarner Inc.	NYSE	US	Automotive Parts & Equip.	$14,086	$9,887	$6,952	38,300
Cooper-Standard Holdings Inc.	NYSE	US	Automotive Parts & Equip.	$2,731	$1,320	$235	19,500
Dana Incorporated	NasdaqGS	US	Automotive Parts & Equip.	$10,284	$4,510	$1,676	39,600
Gentex Corporation	NYSE	US	Automotive Parts & Equip.	$2,313	$6,339	$6,534	6,245
Modine Manufacturing Company	NYSE	US	Automotive Parts & Equip.	$2,540	$6,515	$6,087	11,400
Sensata Technologies Holding plc.	NYSE	US	Elec. Comp. & Equip.	$3,933	$6,790	$4,098	18,000
The Timken Company	NYSE	US	Industrial Machinery	$4,573	$7,093	$5,004	19,000
Visteon Corporation	NasdaqGS	US	Automotive Parts & Equip.	$3,886	$2,420	$2,450	10,000
Non-US Listed
Autoneum Holding AG	SWX	Switzerland	Automotive Parts & Equip.	$2,684	$1,241	$693	15,813
ElringKlinger AG	DB	Germany	Automotive Parts & Equip.	$1,997	$628	$266	9,589
HELLA GmbH & Co. KGaA	DB	Germany	Automotive Parts & Equip.	$8,875	$9,866	$9,867	37,040
Martinrea International Inc.	TSX	Canada	Automotive Parts & Equip.	$3,819	$1,721	$657	18,000
Tl Fluid Systems plc	LSE	UK	Automotive Parts & Equip.	$3,715	$1,675	$951	27,600

(1)	Amounts in this column reflect trailing 12-month data as of February 26, 2025.

(2)	Amounts in this column reflect data as of December 31, 2024.

In May 2024, the Talent Management and Compensation Committee expanded the executive compensation peer group by incorporating three additional companies: Dowlais Group plc, Linamar Corporation, and PHINIA Inc. This enhanced peer group was utilized in the determination of executive compensation levels and practices for fiscal year 2025.

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The Talent Management and Compensation Committee intends to continually evaluate the peer group to ensure that it remains an appropriate market reference going forward and continues to suit our business needs.

In addition to reviewing information regarding the peer group, our Talent Management and Compensation Committee also leverages broader market survey and data sources to guide the establishment of our executive compensation programs.

Elements of Executive Compensation

The following is a discussion of the primary elements of 2024 compensation for each of our NEOs as determined by our Board. All amounts are shown in U.S. Dollars (USD). Certain amounts payable to our NEOs represent compensation paid in Swiss Francs (CHF) (including salary and bonuses) and were converted to USD using the exchange rate for the year ended December 31, 2024, of 1 USD to 0.903302 CHF, unless otherwise noted.

Base Salary

Base salaries are intended to attract and compensate high-performing and experienced leaders and are determined based on performance, scope of responsibility, and years of experience with reference made to relevant competitive market data.

The following table sets forth the base salaries for each of our NEOs for 2024, which were increased by our Talent Management and Compensation Committee on February 27, 2024 (effective as of August 1, 2024) in the following amounts to align with the competitive market. The actual base salaries paid to each of our NEOs for 2024 are disclosed in the Summary Compensation Table below.


Named Executive Officer	2023 Annual Base Salary ($)	2024 Annual Base Salary ($)	Percentage Increase (%)
Olivier Rabiller	1,046,760	1,072,930	2.5
Sean Deason	656,512	672,925	2.5
Craig Balis	488,109	495,431	1.5
Thierry Mabru	491,891	501,729	2.0
Jérôme Maironi	515,758	523,494	1.5

Short-Term Incentive Compensation Plan (“ICP”) Awards

ICP awards are intended to motivate and reward executives to achieve annual corporate, strategic business group and functional goals in key areas of financial and operational performance. Each NEO’s target ICP opportunity is based upon a percentage of base salary. The target percentages for each NEO, as a percentage of base salary, are set forth below:


	Named Executive Officer			2024 Target ICP Opportunity (% of Base Salary)
	Olivier Rabiller			140%
	Sean Deason			80%
	Craig Balis			70%
	Thierry Mabru			70%
	Jérôme Maironi			65%

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For 2024, the ICP payout was based in part on the achievement of objective Company performance criteria (the “Company Performance Portion”), which represented 75% of the award opportunity, and on the achievement of individual performance goals (the “Individual Performance Portion”), which represented the remaining 25% of the award opportunity.

Company Performance. The 2024 ICP award opportunities under the Company Performance Portion were based on the achievement of three financial performance criteria: Adjusted EBITDA ($M), Adjusted EBITDA Margin (%) and Adjusted Free Cash Flow Conversion (%), weighted as shown in the table below.

Performance goals for each metric were established at threshold, target and maximum levels. Payout for achievement at or above maximum for each metric was capped at 200% of target, and achievement below threshold would result in no payout. Straight-line interpolation is used to calculate payouts associated with results falling between goals. The goals were set at levels that were expected to be challenging but achievable at the outset of the year. The following table sets forth the applicable goals and achievements for each measure:


Performance Criteria^*	Weighting	Threshold (50%)	Target (100%)	Maximum (200%)	Achievement	Payout
Adjusted EBITDA $M⁽¹⁾	40%	$527	$620	$713	$615	97%
Adjusted EBITDA Margin⁽²⁾	40%	14.7%	16.0%	17.3%	17.5%	200%
Adjusted Free Cash Flow Conversion⁽³⁾	20%	51.0%	60.0%	69.0%	61.0%	111%

*	Achievement of each metric is determined on a constant currency basis and excludes the impact of changes in foreign exchange rates.

(1)

“Adjusted EBITDA” is defined as our net income calculated in accordance with U.S. GAAP, plus the sum of interest expense net of interest income, tax expense and depreciation, further adjusted for stock compensation expense, other non-operating income/expense, repositioning costs, discounting costs on factoring, foreign exchange gain/loss on debt net of related hedging gains/losses, gain on sale of equity investment, acquisition and divestiture expenses, and debt refinancing and redemption costs.

(2)	“Adjusted EBITDA Margin” is defined as Adjusted EBITDA divided by net sales.

(3)

“Adjusted Free Cash Flow Conversion” is defined as adjusted free cash flow (i.e., net cash provided by operating activities less expenditures for property plant and equipment, and additionally adjusted for discretionary items including cash paid for repositioning charges and capital structure transformation expenses, cash flow impacts for factoring and guaranteed bank notes activity, and cash proceeds from cross currency swap contracts) divided by adjusted EBITDA.

Individual Performance. Effective for 2023 and onwards, the Talent Management and Compensation Committee determines the bonus pool for the individual ICP payout which represents 25% of the award opportunity. Our Chief Executive Officer recommends individual payouts (such payout capped at 200% of target) for our NEOs to the Talent Management and Compensation Committee and the Board for approval. The Chief Executive Officer’s payout allocation is determined by our Talent Management and Compensation Committee and the Board based on his achievement of the individual performance goals. For 2024, the Talent Management and Compensation Committee determined the achievement of individual goals was above target. The ultimate allocations for our NEOs, including our Chief Executive Officer, under the bonus pool are set forth in the ICP pay-out table below.

Each of the NEOs had individual performance goals for 2024 as follows:

•	Mr. Rabiller’s goals included the following:

•	Driving New Growth Vectors to planned milestones and winning pre-development contracts to meet revenue targets;

•	Driving on win rate in core turbo;

•	Ensuring flawless launches for core turbo, e-boosting, fuel cell compressors;

•	Improving customer experience Net Promoter Score (NPS);

•	Building up inorganic pipeline, identifying and evaluating partnership opportunities on new organic growth initiatives;

•	Delivering on ESG milestones; and

•	Reinforcing compliance process.

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•	Mr. Deason’s goals included the following:

•	Defining and executing capital allocation plan;

•	Approving and executing new share repurchase plan;

•	Obtaining coverage from additional sell side analysts;

•	Executing fixed cost and productivity initiatives; and

•	Evaluating inorganic opportunities.

•	Mr. Balis’ goals included the following:

•	Implementing Electric Vehicle (EV) growth vectors and achieving milestones for such plans;

•	Continuing to drive core turbo transformation;

•	Delivering Research and Development spend and productivity; and

•	Delivering on ESG milestones.

•	Mr. Mabru’s goals included the following:

•	Finalizing the Company’s end-to-end supply chain transformation initiative;

•	Continuing deployment of flexible industrial strategy to support business transformation and assets/footprint optimization adjusted to business needs;

•	Continuing Garrett Excellence Model (GEM) deployment including process compliance; and

•	Delivering on ESG milestones with a focus on environment initiatives.

•	Mr. Maironi’s goals included the following:

•	Adapting contract baseline management for production and supporting partnership opportunities;

•	Supporting inorganic opportunities;

•	Reinforcing compliance process; and

•	Delivering on HSE/ESG commitments.

Individual performance goals for the NEOs are typically developed during the Company’s annual strategic planning to ensure rigor and business alignment, and the year-end performance assessment is performed using a formal process that matches actual performance and behaviors against established expectations.

The Company Performance Portion and the Individual Performance Portion for each NEO are weighted 75% and 25%, respectively, to determine the total ICP payout for each NEO.

The 2024 annual cash payments paid to our NEOs under the ICP are as follows:


Named Executive Officer	2024 Total ICP Payout
Named Executive Officer	Earned ($)	Payout as % Target (%)
Olivier Rabiller	2,114,208	141%
Sean Deason	744,255	141%
Craig Balis	479,454	138%
Thierry Mabru	476, 768	136%
Jérôme Maironi	436,398	128%

The actual annual cash payments payable for 2024 under the ICP are set forth in the Summary Compensation Table below in the column titled “Non-Equity Incentive Plan Compensation.”

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Equity Awards

The goal of our long-term, equity-based incentive awards is to align the interests of our NEOs with the interests of our shareholders. Because vesting is based on continued service, our equity-based incentives also encourage the retention of our NEOs during the award vesting period.

Long Term Incentive Plan (“LTI Plan”)

Pursuant to the NEOs’ offer letters or employment agreements (and for Messrs. Rabiller, Deason and Mabru, as increased in prior fiscal years), each of our NEOs is eligible for an annual grant of equity awards with a target opportunity of 425%, 200%, 200%, 190% and 189%, respectively, of the executive’s annual base salary. Under our LTI Plan, 60% of awards are granted in the form of PSUs and 40% of awards are granted in the form of RSUs to our NEOs.

The PSUs will vest based on the achievement of Relative TSR, cumulative Adjusted EBITDA and cumulative Adjusted EBITDA Margin, weighted evenly. The PSUs vest at the end of a three-year performance period from January 1, 2024 through December 31, 2026 at levels ranging from 0% to 200% of the target level depending on the Company’s performance against the performance metrics.

The RSUs will vest in three equal installments on the anniversary of the grant date over three years, subject to continued employment. The tables below set forth the number and value of each equity award granted under the LTI Plan.

The “Relative TSR” component is based on the Company’s total shareholder return relative to the total shareholder return of a group of the Company’s peers measured over the three-year performance period, with the payout achievement scale as follows: 0% payout below the 25^th percentile; 50% payout at the 25^th percentile; 100% payout at the 50^th percentile; and 200% payout at and above the 75^th percentile (payouts in between these levels are interpolated on a straight line basis). The peer group for PSUs granted in 2024 included: Allison Transmission Holdings, Inc., American Axle & Manufacturing Holdings, Inc., Autoliv Inc., BorgWarner Inc., Cooper-Standard Holdings Inc., Dana Incorporated, Gentex Corporation, Modine Manufacturing Company, Sensata Technologies Holding plc, The Timken Company, Visteon Corporation, Autoneum Holding G, ElringKlinger AG, HELLA Gmbh & Co. KGaA, Martinrea International Inc. and TI Fluid Systems plc.

We made the following grants of PSUs and RSUs under the LTI Plan to our named executive officers in 2024:


Named Executive Officer	Aggregate Dollar- Denominated Value ($)⁽¹⁾	PSUs (#)⁽²⁾	RSUs (#)
Olivier Rabiller	$5,310,827	297,137	198,091
Sean Deason	$1,567,473	87,699	58,466
Craig Balis	$1,154,029	64,567	43,045
Thierry Mabru	$1,110,256	62,118	41,412
Jérôme Maironi	$1,152,328	64,472	42,981

(1)

The amounts in this column represent the grant date fair value of stock awards calculated in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”) which, for PSU awards, is based on the probable outcome of the performance conditions and Monte Carlo valuation of the market conditions.

(2)	Represents number of PSUs if vesting at target.

As described in prior years, our NEOs did not receive equity grants in 2022 and, as a result, did not participate in a 2022-2024 PSU award cycle.

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Changes for 2025 LTI Plan

For 2025, the Talent Management and Compensation Committee approved a change to our PSU structure for the 2025 – 2027 performance period. We continue to focus on Relative TSR, cumulative Adjusted EBITDA and cumulative Adjusted EBITDA Margin. Additionally, we added a 4^th performance component tied to New Growth Vectors as identified by our long-term strategic planning process. This new metric is measured by new wins across our automotive and industrial platforms, expanding our book orders and achieving awarded revenue that ensures we are on pace to meet our goals.

Other Company Compensation and Benefit Programs for Fiscal 2024

In addition to the annual and long-term compensation programs described above, we provided the NEOs with benefits and perquisites consistent with those provided to other Company executives, as described below.

Severance Benefits

Certain of our NEOs’ employment agreements and offer letters provide that the executive is eligible to receive severance payments upon a qualifying involuntary termination of employment, including in connection with a change in control of our Company (referred to as a “double trigger” change in control). Additionally, we maintain a severance policy under which our NEOs are eligible to receive severance payments and benefits upon a qualifying termination, including in connection with a change in control. We believe that these protections serve to encourage continued attention and dedication to duties without distraction arising from the possibility of a change in control, and provide the business with a smooth transition in the event of such a termination of employment in connection with such a transaction. These severance and change in control arrangements are designed to retain certain of our executives in these key positions as we compete for talented executives in the marketplace where such protections are commonly offered. For a detailed description of the severance provisions contained in our NEOs’ employment agreements and offer letters and our severance policy, see “Summary of Potential Payments and Benefits—Termination Events” below.

Garrett Supplemental Savings Plan

We maintain the Garrett Supplemental Savings Plan for our executives in the United States. This plan provides our executives with the opportunity to defer pre-tax compensation and incentive compensation that cannot be contributed to our 401(k) savings plan due to IRS limitations. These amounts may be matched by Garrett, and the amount of such matching contributions are at our discretion. Matching contributions, if any, are immediately vested. Deferred compensation balances earn interest through the Fidelity U.S. Bond Index Fund, which is subject to change on a daily basis. This plan is explained in detail in the section entitled “Nonqualified Deferred Compensation-Fiscal Year 2024.” Mr. Balis does not actively contribute to the plan (and we are not actively making any matching contributions to his account); however, his account continues to earn interest under the plan. Mr. Balis elected to receive benefits under this plan in a lump sum, which amount will be paid on the later of six months or in January of the year following his separation from service.

Retirement Plan

Our NEOs are eligible to participate in Garrett’s pension plan sponsored in Switzerland and named “Columna Collective Foundation—Client Invest Winterthur”. For a detailed description of Garrett’s Swiss pension plan, see “Pension-Benefits-Fiscal Year 2024” below.

Comprehensive Benefits Package

We provide a competitive benefits package to all full-time employees, including the NEOs, which includes life insurance benefits and, in Switzerland, accident and loss of earnings insurance.

Other Benefits and Perquisites

In 2024, the NEOs were eligible for benefits under the Company’s car policy (in the form of a cash allowance) as it generally applies to executives in Switzerland, as well as reimbursements associated with legal representation, family, tax, legal, financial planning and health expenses. In 2024, we also provided Mr. Deason with health expense reimbursement in an amount equal to $15,443 in accordance with the terms of his employment agreement with the Company.

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Additional Compensation Components

In the future, we may provide different and/or additional compensation components, benefits and/or perquisites to our NEOs to ensure that we provide a balanced and comprehensive compensation structure. We believe that it is important to maintain flexibility to adapt our compensation structure to properly attract, motivate and retain the top executive talent for which we compete. All future practices regarding compensation components, benefits and/or perquisites will be subject to periodic review by the Talent Management and Compensation Committee.

Other Matters

Tax and Accounting Considerations

Section 409A of the Internal Revenue Code

Section 409A of the Code requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our NEOs, so that they are either exempt from, or satisfy the requirements of, Section 409A of the Code.

Section 280G of the Internal Revenue Code

Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment. Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive’s prior compensation. In approving the compensation arrangements for our NEOs in the future, the Talent Management and Compensation Committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, the Talent Management and Compensation Committee may, in its authority under the applicable compensation plans, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent.

Accounting Standards

ASC Topic 718 requires us to calculate the grant date “fair value” of our stock-based awards using a variety of assumptions. ASC Topic 718 also requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of restricted stock, RSUs and PSUs under our equity incentive award plans will be accounted for under ASC Topic 718. The Talent Management and Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align the accounting expense of our equity awards with our overall executive compensation philosophy and objectives.

Responsible Equity Grant Practices

Our equity grant practices ensure all grants are made on fixed grant dates and at grant prices equal to the fair market value of our Common Stock on such dates. Equity grants are awarded under our shareholder-approved plans and we do not backdate, reprice or grant equity awards retroactively. Our shareholder-approved equity plans prohibit repricing of awards or exchanges of underwater options for cash or other securities without shareholder approval.

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Securities Trading Policy

Our Policy on Compliance with Securities Laws prohibits our directors, officers, and employees from trading in our securities during certain designated blackout periods and otherwise while they are aware of material non-public information.

Prohibition on Hedging and Pledging

Our Policy on Compliance with Securities Laws prohibits directors and executive officers, and their Related Parties (as defined in such policy), from purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of the Company’s equity securities whether they are (1) granted by the Company as part of the person’s compensation; or (2) otherwise held, directly or indirectly. See “Additional Prohibited Transactions” above for more information about the securities trading policy.

Clawback Policy

We maintain a clawback policy that provides that the Company shall recover certain incentive-based compensation of current and former executive officers in the event the Company is required to prepare a qualifying accounting restatement to the extent such compensation exceeds what the executive officer would have received based on an applicable restated performance measure or target. Our clawback policy is filed as an exhibit to our Annual Report on Form 10-K.

Stock Ownership Guidelines and Broad-Based Stock Ownership

In addition to the elements of executive officer compensation described above, we have adopted stock ownership guidelines pursuant to which our NEOs are required to hold a number of shares of our common stock having a market value equal to or greater than a multiple of each executive’s base salary. Until the applicable ownership guideline is achieved, each NEO is required to retain at least 50% of the shares acquired from Company equity awards after withholding of applicable taxes. Once the applicable ownership guideline is achieved, the aforementioned retention ratio will no longer apply. If an NEO’s share ownership subsequently falls back below the applicable ownership guideline, the NEO will be required to comply again with the retention ratio until such time as the NEO again achieves the ownership guidelines. Our ownership guidelines do not take into account PSUs held by the NEOs, only their RSUs and freely tradeable shares.

Our ownership guidelines are shown below. We believe the use of a retention ratio appropriately balances the need to work toward achieving these requirements with standard liquidity needs our NEOs may face. All of our NEOs were in compliance with their ownership guidelines as of December 31, 2024. For 2025, the Talent Management & Compensation Committee approved a change to the ownership guidelines for all executive officers reporting to the CEO at a multiple of 3 times the executive officer's base salary.


	Named Executive Officer			Ownership Guideline as a Multiple of Base Salary
	Olivier Rabiller			5x
	Sean Deason			3x
	Craig Balis			3x
	Thierry Mabru			2x
	Jérôme Maironi			3x

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TALENT MANAGEMENT AND COMPENSATION COMMITTEE REPORT

The information contained in this Report of the Talent Management and Compensation Committee shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing (except to the extent that we specifically incorporate this information by reference) and shall not otherwise be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act (except to the extent that we specifically incorporate this information by reference).

The Talent Management and Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis and, based on such review and discussions, recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

TALENT MANAGEMENT AND COMPENSATION COMMITTEE

Julia Steyn (Chair)

Robert Shanks

Joachim Drees

Paul Camuti

Steven Tesoriere

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SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2024, 2023 and 2022.


Name and Principal Position	Year	Salary ($)⁽¹⁾	Bonus ($)	Stock Awards ($)⁽²⁾	Option Awards ($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽⁵⁾	All Other Compensation ($)⁽⁶⁾	Total $
Olivier Rabiller President and Chief Executive Officer	2024	1,057,664	—	5,310,827	—	2,114,208	158,620	22,916	8,664,235
	2023	1,115,094	—	4,286,321	—	2,246,546	130,490	41,935	7,820,387
	2022	989,056	—	—	—	997,034	97,904	22,412	2,106,406
Sean Deason Chief Financial Officer	2024	663,351	—	1,567,473	—	744,255	110,556	89,384	3,175,018
	2023	701,046	—	1,362,081	—	887,669	104,805	109,175	3,164,776
	2022	626,402	—	—	—	378,952	81,270	115,235	1,201,859
Craig Balis Senior Vice President and Chief Technology Officer	2024	491,160	—	1,154,029	—	479,454	156,170	31,655	2,312,468
	2023	519,360	—	1,065,989	—	545,394	120,794	36,439	2,287,976
	2022	454,197	—	—	—	251,027	83,089	44,691	833,004
Thierry Mabru Senior Vice President, Integrated Supply Chain	2024	495,990	—	1,110,256	—	476,768	158,035	22,916	2,263,965
	2023	523,383	—	1,020,533	—	549,620	123,053	24,591	2,241,179
	2022	443,161	—	—	—	293,642	83,475	22,412	857,760
Jérôme Maironi Senior Vice President, General Counsel and Corporate Secretary	2024	518,981	—	1,152,328	—	436,398	132,551	36,246	2,276,504
	2023	550,744	—	1,064,419	—	503,646	116,730	34,296	2,269,835
	2022	492,701	—	—	—	225,814	91,535	46,800	856,849

(1)	Base salary and other compensation values in this Summary Compensation Table originally denoted in local currency (CHF) have been converted to USD using the average exchange rate for the year-ended December 31, 2024 of 1 USD to 0.903302 CHF.

(2)

Amounts for 2024 represent the grant date value of RSU awards granted under the LTI Plan. The amounts in this column represent the grant date fair value of stock awards calculated in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”) which, for PSU awards, is based on the probable outcome of the performance conditions and Monte Carlo valuation of the market conditions. For a discussion of valuation assumptions, see Note 23 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 20, 2025. The value for each PSU award, granted in 2024 under the LTI Plan, as of the grant date, assuming the maximum level of performance, is $6,798,498, $2,006,553, $1,477,289, $1,421,260, and $1,475,123 for Messrs. Rabiller, Deason, Balis, Mabru and Maironi, respectively. There can be no assurance that these grant date fair values will ever be realized by the NEOs.

(3)	No stock options were granted in fiscal year 2024, 2023 or 2022.

(4)

Amounts represent the payouts earned under our ICP in 2024. For 2024, the awards under the ICP were based on the NEO’s target incentive, and annual base salary as of September 1, 2024. See “Elements of Executive Compensation-Short-Term Incentive Compensation Plan (“ICP”) Awards” for a detailed discussion of the 2024 ICP.

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(5)

The change in pension value includes the increase in vested benefits in 2024 under our Swiss pension scheme attributable to employer contributions and allocated interest. See “Nonqualified Deferred Compensation—Fiscal Year 2024” for a detailed discussion of the Garrett Supplemental Savings Plan and “Pension Benefits-Fiscal Year 2024” for a detailed discussion of the Garrett Swiss Plan.

(6)	For 2024, “All Other Compensation” consists of the following:


Item	Olivier Rabiller	Sean Deason	Craig Balis	Thierry Mabru	Jérôme Maironi
Car Allowance ($)	22,916	22,916	22,916	22,916	22,916
Tax Planning ($)	—	13,915	8,739	—	13,330
Health Insurance ($)	—	37,109^(a)	—	—	—
Other Reimbursement ($)	—	15,443^(a)	—	—	—
Total ($)	22,916	89,384	31,655	22,916	36,246

(a)	Medical allowance and regular periodic executive physical.

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GRANTS OF PLAN-BASED AWARDS—FISCAL YEAR 2024

The following table shows all plan-based awards which the Company granted to the NEOs during 2024.


				Estimated Possible 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 (#)	Grant Date Fair Value of Stock Awards ($)⁽²⁾
Name	Award Type	Performance Plan	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)		Grant Date Fair Value of Stock Awards ($)⁽²⁾
Olivier Rabiller	ICP	—	—	375,525	1,502,101	3,004,203	—	—	—	—	—
	PSU	LTI Plan	3/5/2024	—	—	—	148,569	297,137	594,274	—	3,399,249
	RSU	LTI Plan	3/5/2024	—	—	—	—	—	—	198,091	1,911,578
Sean Deason	ICP	—	—	134,585	538,340	1,076,680	—	—	—	—	—
	PSU	LTI Plan	3/5/2024	—	—	—	43,850	87,699	175,398	—	1,003,277
	RSU	LTI Plan	3/5/2024	—	—	—	—	—	—	58,466	415,384
Craig Balis	ICP	—	—	86,701	346,802	693,604	—	—	—	—	—
	PSU	LTI Plan	3/5/2024	—	—	—	32,284	64,567	129,236	—	738,645
	RSU	LTI Plan	3/5/2024	—	—	—	—	—	—	41,412	399,384
Thierry Mabru	ICP	—	—	87,803	351,211	702,421	—	—	—	—	—
	PSU	LTI Plan	3/5/2024	—	—	—	31,059	62,118	124,236	—	738,645
	RSU	LTI Plan	3/5/2024	—	—	—	—	—	—	41,412	399,626
Jérôme Maironi	ICP	—	—	85,068	340,271	680,542	—	—	—	—	—
	PSU	LTI Plan	3/5/2024	—	—	—	32,236	64,472	128,944	—	737,561
	RSU	LTI Plan	3/5/2024	—	—	—	—	—	—	42,981	414,767

(1)

The amounts shown represent the range of potential payouts under the 2024 ICP. The actual payouts were determined in February and paid in March 2025, as shown in the Summary Compensation Table above. See “Elements of Executive Compensation—Short-Term Incentive Compensation Plan (“ICP”) Awards” for a detailed discussion of the 2024 ICP.

(2)

The amounts shown represent the grant date fair value calculated in accordance with ASC 718. For the awards which are subject to performance-based conditions, the amounts shown are based on the probable outcome of the performance conditions. For a discussion of valuation assumptions, see Note 23 to the consolidated and combined financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 20, 2025.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

The material terms of the employment agreements and/or offer letters with each of our NEOs, as in effect in 2024, are described below.

President and Chief Executive Officer-Olivier Rabiller

Mr. Rabiller serves as President and Chief Executive Officer of the Company pursuant to the letter agreement, dated May 2, 2018, that was assumed by the Company on completion of the Spin-Off. The letter provides Mr. Rabiller with an annual base salary of $1,033,534 ($1,057,664 in 2024) and an annual cash incentive target opportunity under the ICP equal to 100% of his annual base salary (140% in 2024), and other elements of his compensation.

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Additionally, under the offer letter, Mr. Rabiller is eligible for an annual grant of equity awards with an initial target opportunity in 2018 of 325% of annual base salary (425% in 2024). Mr. Rabiller’s annual equity award will be determined by the Board and will be based on his individual performance.

In addition, Mr. Rabiller is eligible to receive vacation benefits in accordance with Company policy and a cash car allowance in the amount of $1,910 per month.

In the event of Mr. Rabiller’s involuntary termination of employment without cause, he will be entitled to certain payments, as described under “Summary of Potential Payments and Benefits—Termination Events” below. Mr. Rabiller’s offer of employment is also contingent upon his execution of the Company’s intellectual property and non-competition agreements, which include two-year post-termination non-competition and non-solicitation restrictions and customary confidentiality provisions.

Senior Vice President and Chief Financial Officer—Sean Deason

On May 29, 2020, the Company and Garrett Motion Sàrl entered into an employment agreement with Mr. Deason appointing him as Senior Vice President and Chief Financial Officer of the Company effective June 15, 2020. The agreement provides Mr. Deason with an annual base salary of $677,143 ($663,351 in 2024) and an annual cash incentive target opportunity under the ICP equal to 80% of his annual base salary.

In addition, pursuant to his employment agreement, Mr. Deason received a one-time sign-on bonus of $1,063,570. The sign-on bonus would have been repaid by Mr. Deason if prior to the one-year anniversary of his start date, Mr. Deason’s employment was terminated for any reason. Mr. Deason also received a one-time relocation bonus equal to $159,535, which is subject to repayment if Mr. Deason terminates employment for any reason or if Garrett Motion Sàrl terminates Mr. Deason’s employment (other than for reason of redundancy) prior to the second anniversary of his start date. Additionally, under the employment agreement, Mr. Deason is eligible for an annual grant of equity awards with an initial target opportunity of 170% of annual base salary (200% in 2024). Mr. Deason’s annual equity award will be determined by the Board and will be based on his individual performance.

Mr. Deason is also eligible to receive vacation benefits in accordance with Company policy, a cash car allowance in the amount of $1,910 per month, an annual medical allowance and regular periodic executive physical examinations. Mr. Deason’s employment agreement also includes two-year post-termination non-competition restrictions and one-year post-termination non-solicitation restrictions.

In the event of Mr. Deason’s involuntary termination of employment without cause, he will be entitled to certain payments, as described under “Summary of Potential Payments and Benefits-Termination Events” below. Mr. Deason’s offer of employment is also contingent upon his execution of the Company’s intellectual property and non-competition agreements, which include customary confidentiality provisions.

Other NEOs—Craig Balis, Thierry Mabru, and Jérôme Maironi

Messrs. Balis, Mabru, and Maironi each serve as “Senior Vice President and Chief Technology Officer”, “Senior Vice President, Integrated Supply Chain (ISC)” and “Senior Vice President, General Counsel, and Corporate Secretary”, respectively, pursuant to letter agreements that were assumed by the Company on completion of the Spin-Off.

The offer letters for Messrs. Balis, Mabru, and Maironi each provide for an annual base salary of $475,188, $481,128, and $534,587 ($491,160, $495,990, and $518,981 in 2024), respectively, and an annual cash incentive target opportunity under the ICP equal to 55%, 55% and 60% of the executive’s annual base salary, respectively, which have since been increased to 70%, 70% and 65%, respectively, after taking into consideration industry and market data, and mix of target compensation for each executive.

Additionally, under the offer letters, each of Messrs. Balis, Mabru, and Maironi is eligible for an annual grant of equity awards with an initial target opportunity of 200%, 160% and 189% (200%, 190%, and 189% in 2024), respectively, of the executive’s annual base salary. Annual equity awards will be determined by the Board and are based on the executive’s individual performance.

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In addition, Messrs. Balis, Mabru, and Maironi are eligible to receive vacation benefits in accordance with Company policy and a cash car allowance in the amount of $1,910 per month.

In the event of Messrs. Balis, Mabru, or Maironi’s involuntary termination of employment without cause, they will be entitled to certain payments, as described under “Summary of Potential Payments and Benefits—Termination Events” below. The offer letters for Messrs. Balis, Mabru and Maironi are also contingent upon the execution of the Company’s intellectual property and non-competition agreements, which include two-year post-termination non-competition and non-solicitation provisions and customary confidentiality provisions.

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OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

The following table shows all outstanding Company equity awards held by the NEOs as of December 31, 2024:

Name

Grant Date

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

Option

Exercise

Price

($)

Option

Expiration

Date

Number of

or Units

of Stock

That

Have Not

Vested

(#)

Market

Value

of Shares

or Units

of Stock

That

Have Not

Vested

($)⁽¹⁾

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

($)⁽¹⁾

Olivier Rabiller

5/26/2021

181,802⁽²⁾

$1,641,672

2/17/2023

459,216⁽³⁾

$4,146,720⁽⁴⁾

2/17/2023

122,458⁽⁵⁾

$1,105,796

3/5/2024

495,228⁽⁶⁾

$4,471,909⁽⁷⁾

3/5/2024

198,091⁽⁸⁾

$1,788,762

Sean Deason

5/26/2021

59,803⁽²⁾

$540,021

2/17/2023

145,926⁽³⁾

$1,317,712⁽⁴⁾

2/17/2023

38,914⁽⁵⁾

$351,393

3/5/2024

146,165⁽⁶⁾

$1,319,870⁽⁷⁾

3/5/2024

58,466⁽⁸⁾

$527,948

Craig Balis

5/26/2021

40,570⁽²⁾

$366,347

2/17/2023

114,205⁽³⁾

$1,031,271⁽⁴⁾

2/17/2023

30,455⁽⁵⁾

$275,009

3/5/2024

107,611⁽⁶⁾

$971,727⁽⁷⁾

3/5/2024

43,045⁽⁸⁾

$388,696

Thierry Mabru

5/26/2021

32,864⁽²⁾

$296,762

2/17/2023

109,335⁽³⁾

$987,295⁽⁴⁾

2/17/2023

29,156⁽⁵⁾

$263,279

3/5/2024

103,530⁽⁶⁾

$934,876⁽⁷⁾

3/5/2024

41,412⁽⁸⁾

$373,950

Jerome Maironi

5/26/2021

43,132⁽²⁾

$389,482

2/17/2023

114,036⁽³⁾

$1,029,745⁽⁴⁾

2/17/2023

30,410⁽⁵⁾

$274,602

3/5/2024

107,453⁽⁶⁾

$970,301⁽⁷⁾

3/5/2024

42,981⁽⁸⁾

$388,118

(1)	Market value is determined based on the closing price of our common stock on December 31, 2024 or $9.03 per share.

(2)	On May 25, 2021, the Board approved awards of RSUs for each NEO, each scheduled to vest in substantially equal installments on the first five anniversaries of the grant date, subject to continued employment on the applicable vesting date.

(3)

On February 16, 2023, the Board approved awards of PSUs. The performance period for the PSUs will end on December 31, 2025. In accordance with applicable SEC rules, the number of PSUs shown represents the number of performance shares that may be earned during the performance period based on the threshold achievement of Relative TSR and on-target achievement of cumulative Adjusted EBITDA $M and cumulative Adjusted EBITDA Margin %, weighted 33%, 33% and 33%, respectively, subject to continued employment through the last day of the applicable performance period.

(4)

Represents both (A) the EBITDA-based PSUs at target achievement, granted on February 17, 2023 that may vest on the date that our Company releases its earnings for the fiscal year ending December 31, 2025 if specified performance criteria are met, subject to the exercise of negative discretion by the Talent Management and Compensation Committee (the performance metrics for this award are the cumulative Adjusted EBITDA for the “performance period” commencing January 1, 2023 and ending on December 31, 2025 (33%) and cumulative Adjusted EBITDA Margin for the performance period (33%)); and (B) the TSR-based PSUs at threshold achievement granted on February 17, 2023 that may vest on the date that our Company releases its earnings for the fiscal year ending December 31, 2025 if specified performance criteria are met, subject to the exercise of negative

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discretion by the Talent Management and Compensation Committee (the performance metric for this award is Relative TSR for the period commencing January 1, 2023 and ending on December 31, 2025). By December 31, 2024, Adjusted EBITDA $M and Adjusted EBITDA Margin % metrics reached 100% achievement, while Relative TSR reached 140% achievement.

(5)	On February 16, 2023, the Board approved awards of RSUs for each NEO, each scheduled to vest in substantially equal installments on the first three anniversaries of the grant date, subject to continued employment on the applicable vesting date.

(6)

On March 5, 2024, the Board approved awards of PSUs. The performance period for the PSUs will end on December 31, 2026. In accordance with applicable SEC rules, the number of PSUs shown represents the number of performance shares that may be earned during the performance period based on the threshold achievement of Absolute TSR with stock price hurdles and on-target achievement of Adjusted EBITDA $M and Adjusted EBITDA Margin %, weighted 33%, 33% and 33%, respectively, subject to continued employment through the last day of the applicable performance period.

(7)

Represents both (A) the EBITDA-based PSUs at target achievement, granted on March 5, 2024 that may vest on the date that our Company releases its earnings for the fiscal year ending December 31, 2026 if specified performance criteria are met, subject to the exercise of negative discretion by the Talent Management and Compensation Committee (the performance metrics for this award are the cumulative Adjusted EBITDA for the “performance period” commencing January 1, 2024 and ending on December 31, 2026 (33%) and cumulative Adjusted EBITDA Margin for the performance period (33%)); and (B) the TSR-based PSUs at threshold achievement granted on March 5, 2024 that may vest on the date that our Company releases its earnings for the fiscal year ending December 31, 2026 if specified performance criteria are met, subject to the exercise of negative discretion by the Talent Management and Compensation Committee (the performance metric for this award is Relative TSR for the period commencing January 1, 2024 and ending on December 31, 2026).

(8)	On March 5, 2024, the Board approved awards of RSUs for each NEO, each scheduled to vest in substantially equal installments on the first three anniversaries of the grant date, subject to continued employment on the applicable vesting date.

STOCK VESTED—FISCAL YEAR 2024

The following table shows for 2024 the number of shares acquired upon the vesting of Company stock awards and the value realized upon such vesting:


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)⁽¹⁾
Olivier Rabiller	486,366	4,559,083
Sean Deason	159,305	1,493,202
Craig Balis	110,100	1,032,202
Thierry Mabru	91,425	857,440
Jérôme Maironi	116,065	1,088,052

(1)	Represents the amounts realized based on the fair market value of our common stock on the vesting date for awards that vested during the 2024 fiscal year.

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PENSION BENEFITS—FISCAL YEAR 2024

The following table provides summary information about the pension benefits that have been earned by our NEOs in 2024. For 2024, the NEOs all participated in a pension plan sponsored in Switzerland and named “Columna Sammelstiftung Client Invest Winterthur” (the “Garrett Swiss Plan”). Garrett Swiss Plan benefits depend on each NEO’s annual contribution election and age. The column in the table below entitled “Present Value of Accumulated Benefits” represents the value of the employer contributions in the Garrett Swiss Plan with related interest, converted to U.S. dollars.


Name	Plan Name	Numbers of Years Credited Service (#)⁽¹⁾	Present Value of Accumulated Benefits
Olivier Rabiller	Garrett Swiss Plan	14.0	1,328,956
Sean Deason	Garrett Swiss Plan	4.5	385,137
Craig Balis	Garrett Swiss Plan	10.6	1,041,714
Thierry Mabru	Garrett Swiss Plan	13.8	960,401
Jérôme Maironi	Garrett Swiss Plan	6.5	593,235

(1)	Garrett Swiss Plan benefits are not dependent upon years of credited service.

Garrett Swiss Plan Information

The Garrett Swiss Plan is a broad-based pension plan in which all of Garrett’s Swiss-based employees participate, as well as our NEOs. The Garrett Swiss Plan complies with Swiss tax requirements applicable to broad-based pension plans. Normal retirement age under the Garrett Swiss Plan is 65, for men, and 64, for women. All benefits are immediately vested.

The NEOs can contribute to the Garrett Swiss Plan based on their age at rates that range from 5%-11% of pensionable salary with additional contributions for death and disability benefits. Employer contributions are also based on the NEO’s age at rates that range from 9.5%-11.5% of pensionable salary with additional contributions for death and disability benefits. For 2024, participants received an interest rate of return of 6.5%.

The Garrett Swiss Plan defines pensionable salary as the sum of annual base salary, sales incentives/commissions, bonuses, gratuities and gifts for service years, in each case, while taking into account any changes to compensation that have been agreed to for the applicable year, minus the annual coordination amount and limited to the Garrett Swiss Plan’s annual pay limit. For 2024, the annual coordination amount was $29,293 and the Garrett Swiss Plan’s annual pay limit was $1,004,315.

Annual benefits under the Garrett Swiss Plan are calculated at an NEO’s retirement date and are equal to a percentage of the NEO’s account balance specified in the Garrett Swiss Plan based on his age and retirement year. The normal payment form is a lifelong annuity including a 60% survivor annuity with the member’s surviving spouse or alternatively a lump sum option. Swiss pension law requires participants who were covered by the pension plan of another employer to transfer the termination benefit of that pension plan into the Garrett Swiss Plan. Participants are permitted to withdraw part of the termination benefit, or pledge the termination benefit, for home ownership.

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NONQUALIFIED DEFERRED COMPENSATION—FISCAL YEAR 2024

The following table provides information on the defined contribution or other plans that during 2024 provided for deferrals of compensation to our NEOs on a basis that are not tax-qualified. The Garrett Supplemental Savings Plan in which Mr. Balis participates is a legacy Honeywell plan that was transitioned to Garrett following the Company's spin-off from Honeywell and in which Mr. Balis previously participated while employed by Honeywell in the United States.

Name

Plan

Executive

Contributions

in 2024

($)

Registrant

Contributions in

2024

($)

Aggregate

Earnings in 2024

($)

Aggregate

Withdrawals/

Distributions

($)

Aggregate

Balance as of

December 31,

2024

($)

Craig Balis

Garrett

Supplemental

Savings Plan⁽¹⁾

—

14,603

—

362,355

(1)

In 2024, Mr. Balis participated in the Garrett Supplemental Savings Plan. Mr. Balis does not contribute to the plan (and Garrett is not actively making any matching contributions to his account); however, his account continues to earn interest under the plan. All deferred compensation amounts are unfunded and unsecured obligations of Garrett and are subject to the same risks as any of Garrett’s general obligations. No amounts reported in the table above for Mr. Balis have been reported in our Summary Compensation Table for 2022, 2023 or 2024.

Supplemental Savings Plan (“SSP”)

The SSP is a U.S. nonqualified deferred compensation plan that permits executives to defer the portion of their pre-tax compensation and incentive compensation that could not be contributed to Garrett’s tax-qualified 401(k) plan due to the annual deferral and compensation limits imposed by the Internal Revenue Code and/or up to an additional 25% of base annual salary for the plan year. Employer matching contributions are discretionary and immediately vested.

Participant deferrals are credited with a rate of interest, compounded daily, based on the Fidelity U.S. Bond Index Fund. The rate is subject to change daily, and for 2024, the average rate was 4.2%.

Mr. Balis elected to receive his SSP benefits in a lump sum, which amount will be paid on the later of six months or in January of the year following his separation from service. Amounts deferred cannot be withdrawn before the distribution date for any reason.

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SUMMARY OF POTENTIAL PAYMENTS AND BENEFITS—TERMINATION BENEFITS

Overview

This section describes the benefits payable to our NEOs in two circumstances:

•	Termination of Employment

•	Change in Control

Employment Agreements and Offer Letters

Olivier Rabiller. Under Mr. Rabiller’s offer letter, upon an involuntary termination of employment, other than for cause, Mr. Rabiller will be entitled to 24 months of base salary continuation and cash annual target incentive compensation, which will be extended to 36 months in the case of such termination within two years after a change in control of the Company. This has been replaced by the Company Severance Plan as summarized below.

Company Severance Plan

Our NEOs are eligible for severance payments and benefits upon a qualifying termination of employment under our Garrett Motion Inc. 2023 Severance Pay Plan for Designated Officers (the “Company Severance Plan”), which our board adopted effective May 1, 2023 to align with the terms of each NEO’s 2021 award agreement under the LTI Plan. Upon an involuntary termination of employment by the Company without “cause” (as defined in the Company Severance Plan), the NEOs are entitled to 18 months of base salary continuation (24 months for Mr. Rabiller), a prorated annual bonus based on actual performance (or target performance, if legally required) and continued health and welfare benefits for the duration of the severance period. We do not provide our NEOs, all of whom reside in Switzerland, with continued health and welfare benefits upon a qualifying termination of employment as these benefits typically are provided by the government.

In addition, upon an involuntary termination of employment by the Company without “cause” or resignation for “good reason”, in each case, following a “change in control” (each as defined in the Company Severance Plan), our NEOs would be entitled to receive cash severance equal to 18 months’ base salary (24 months for Mr. Rabiller), plus one and a half times such NEO’s target annual bonus (two times for Mr, Rabiller), a prorated annual bonus based on actual performance (or target performance, if legally required) and continued health and welfare benefits for the duration of the severance period.

2021 Long-Term Incentive Plan

Equity Vesting Acceleration

Pursuant the terms of the LTI Plan and applicable award agreements, in the event a NEO is terminated without “cause”, or resigns for “good reason” or “retirement” (each as defined in the LTI Plan), unvested equity awards are treated as follows:

•	RSUs. With respect to unvested RSUs held by the executive, the number of RSUs that would have otherwise vested on the next scheduled vesting date following the executive’s termination will immediately vest, subject to the executive’s execution of an effective release of claims.

•	PSUs. Unvested PSUs held by the executive will remain eligible to vest in accordance with their terms on a pro-rated basis.

Except for PSUs with performance goals tied to the Company’s TSR, the above equity treatment also applies when an NEO is terminated due to death or “disability” (as defined in the LTI Plan).

Pursuant to the terms of the LTI Plan and applicable award agreements, in the event an NEO is terminated without “cause,” due to death or “disability,” or resigns for “good reason” or “retirement” within a two-year period following a “change in control” (each as defined in the LTI Plan), unvested equity awards are treated as follows; provided that such awards are continued, and not assumed, replaced, converted or substituted by the successor entity:

•	RSUs. All unvested RSUs held by the executive will immediately vest.

•	PSUs. All unvested PSUs held by the executive will immediately vest (with performance goals deemed 100% achieved and applicable stock price goals will be equitably adjusted to account for the change in control) and settle within 60 days following the termination date.

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Summary of Potential Payments Upon Termination or Change in Control

The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2024. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees, such as accrued vacation, and assume that any successor company in a change in control assumed or substituted awards for any outstanding awards under the LTI Plan. Pension and nonqualified deferred compensation benefits, which are described elsewhere in this filing, are not included in the table below in accordance with the applicable disclosure requirements, even though they may become payable at the times specified in the table.


Name	Benefit	Death ($)	Disability ($)	Termination Without Cause (no Change in Control) ($)	Termination Without Cause in Connection with a Change in Control ($)
Olivier Rabiller	Cash	—	—	4,260,067	7,264,270
	Equity Acceleration⁽¹⁾	4,523,061	4,523,061	4,523,061	9,707,413
	All Other Payments or Benefits	—	—	—	—
	Total	4,523,061	4,523,061	8,783,128	16,971,682
Sean Deason	Cash	—	—	1,753,642	2,561,152
	Equity Acceleration⁽¹⁾	1,230,732	1,230,732	1,230,732	3,001,915
	All Other Payments or Benefits	—	—	—	—
	Total	1,230,732	1,230,732	2,984,374	5,563,067
Craig Balis	Cash	—	—	1,222,601	1,742,804
	Equity Acceleration⁽¹⁾	938,708	938,708	938,708	2,231,855
	All Other Payments or Benefits	—	—	—	—
	Total	938,708	938,708	2,161,308	3,974,658
Thierry Mabru	Cash	—	—	1,229,363	1,756,179
	Equity Acceleration⁽¹⁾	900,508	900,508	900,508	2,087,294
	All Other Payments or Benefits	—	—	—	—
	Total	900,508	900,508	2,129,871	3,843,472
Jérôme Maironi	Cash	—	—	1,221,639	1,732,046
	Equity Acceleration⁽¹⁾	937,322	937,322	937,322	2,252,236
	All Other Payments or Benefits	—	—	—	—
	Total	937,322	937,322	2,158,961	3,984,281

(1)

Represents the sum of the values attributable to the accelerated vesting of the unvested portion of all outstanding RSUs and PSUs held by the executive officer as of December 31, 2024. The value of the accelerated equity awards was calculated based on the closing price of our common stock on December 31, 2024 ($9.03). Upon the death or disability of the executive, PSUs will accelerate and vest based on actual performance through the completion of the performance period and will be prorated for the date of termination. We have estimated for purposes of this disclosure that PSUs awarded under the LTI Plan are valued based on projecting their performance as of December 31, 2024 through the end of the performance period. Note, however, that the value of these accelerated PSU awards would ultimately reflect actual performance and, accordingly the amounts payable in respect of such PSU awards under this scenario could be greater or less than the amounts reported.

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CEO Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our median employee to the annual total compensation of Olivier Rabiller, our CEO. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K.

For 2024, our last completed fiscal year:

•	the annual total compensation of the employee who represents our median compensated employee (other than our CEO) was $29,274; and

•	the annual total compensation of our CEO, as reported in the Summary Compensation Table included above, was $8,664,235.

Based on this information, for 2024, our CEO’s annual total compensation was approximately 296 times that of our median compensated employee (other than the CEO).

Determining the Median Employee

Employee Population

We used our employee population data as of October 1, 2022 as the determination date for identifying our median employee. As of such date, our employee population consisted of approximately 7,172 individuals.

Methodology for Determining Our Median Employee

To identify the median employee from our employee population, we selected base salary and target bonus as the most appropriate measure of compensation, which was consistently applied to all of our employees included in the calculation. In identifying the median employee, we annualized the compensation of all permanent employees who were new hires in 2024 and we converted international currencies to US dollars using the exchange rates on the determination date.

This employee is the same employee identified for purposes of our 2024 disclosure. We believe that there have been no changes in our employee population or employee compensation arrangements since that median employee was identified in 2023 that would significantly impact our pay ratio disclosure.

Compensation Measure and Annual Total Compensation of Median Employee

With respect to the annual total compensation of the employee who represents our median compensated employee, we calculated the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $29,274.

Annual Total Compensation of CEO

With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this Proxy Statement.

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Pay Versus Performance Disclosure

Pay Versus Performance Table

The following table sets forth information concerning the relationship between executive compensation actually paid to our Principal Executive Officer (PEO) and to other NEOs and certain financial performance of the Company for the years ended December 31, 2024, 2023, 2022 and 2021. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”


					Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO ($)	Compensation Actually Paid to PEO⁽¹⁾ ($)	Average Summary Compensation Table Total for Non-PEO NEOs⁽²⁾ ($)	Average Compensation Actually Paid to Non-PEO NEOs⁽³⁾ ($)	Cumulative Total Shareholder Return	Peer Group⁽⁴⁾ Cumulative Total Shareholder Return	Net Income⁽⁵⁾ ($ in millions)	Adjusted EBITDA⁽⁶⁾ ($ in millions)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2024	8,664,235	8,276,242	2,506,989	2,387,975	163.88	78.58	282	598
2023	7,820,387	9,217,272	2,490,942	2,834,781	175.50	96.73	261	635
2022	2,106,406⁽⁷⁾	1,419,262⁽⁷⁾	937,368⁽⁷⁾	764,417⁽⁷⁾	138.29	88.19	390	570
2021	10,991,346	11,198,243	3,089,441	3,111,001	145.74	105.12	495	607
2020	4,624,167	(1,699,838)	1,522,770	179,947	—⁽⁸⁾	—⁽⁸⁾	80	440

(1)

The dollar amounts reported in this column (c) represent the amount of “compensation actually paid” to Mr. Rabiller, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Rabiller during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Rabiller’s total compensation for each applicable year to determine the compensation actually paid. The assumptions used for determining the fair values shown in this table do not differ materially from those used to determine the fair values disclosed as of the grant date of such awards.

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EXECUTIVE COMPENSATION


				Year
				2024 ($)
	PEO Summary Compensation Table Total (b)			8,664,235
	Aggregate Change in Actuarial Present Value of Pension Benefits (-)			158,620
	Actuarial Present Value of Pension Benefits Attributable to Service (+)			92,760
	Grant Date Fair Value of Stock and Option Awards (-)			5,310,827
	Fair Value at Year End of Outstanding and Unvested Equity Awards Granted in Year (+)			5,293,397
	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards (+)			(160,627)
	Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year (+)			—
	Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in Year (+)			(144,076)
	Fair Value at the end of the Prior Year of Equity Awards that Fail to Meet Vesting Conditions (-)			—
	Dollar Value of Dividends or Earnings Paid on Equity Awards Not Otherwise Included in Total Compensation (+)			—
	Compensation Actually Paid to PEO (c)			8,276,242

(2)

The names of each of the NEOs (excluding Mr. Rabiller) included for purposes of calculating the average amounts in 2020 are as follows: Messrs. Deason, Mabru, Balis, and Maironi. The names of each of the NEOs (excluding Mr. Rabiller) included for purposes of calculating the average amounts in 2020, 2021, 2022, 2023 and 2024 are as follows: Messrs. Deason, Mabru, Balis, and Maironi.

(3)

The dollar amounts reported in this column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Rabiller), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Rabiller) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Rabiller) for each year to determine the compensation actually paid, using the same methodology described above in Note 1. The assumptions used for determining the fair values shown in this table do not differ materially from those used to determine the fair values disclosed as of the grant date of such awards.

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EXECUTIVE COMPENSATION


				Year
				2024 ($)
	Average Summary Compensation Table Total for Non-PEO NEOs (d)			2,506,989
	Aggregate Change in Actuarial Present Value of Pension Benefits (-)			139,328
	Actuarial Present Value of Pension Benefits Attributable to Service (+)			99,435
	Grant Date Fair Value of Stock and Option Awards (-)			1,246,022
	Fair Value at Year End of Outstanding and Unvested Equity Awards Granted in Year (+)			1,241,931
	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards (+)			(39,873)
	Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year (+)			—
	Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in Year (+)			(35,158)
	Fair Value at the end of the Prior Year of Equity Awards that Fail to Meet Vesting Conditions (-)			—
	Dollar Value of Dividends or Earnings Paid on Equity Awards Not Otherwise Included in Total Compensation (+)			—
	Average Compensation Actually Paid to Non-PEO NEOs (e)			2,387,975

(4)

The peer group used for this purpose consists of Adient plc, Allison Transmission Holdings, Inc., American Axle & Manufacturing Holdings, Inc., Aptiv PLC, Autoliv Inc., BorgWarner Inc., Dana Incorporated, Gentex Corporation, Lear Corporation, Magna International Inc. and Visteon Corporation (the “Peer Group”), which are the peer group companies indicated in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 20, 2025.

(5)	The dollar amounts reported in this column (h) represent the amount of net income reflected in our audited financial statements for the applicable year.

(6)

Adjusted EBITDA is defined as our net income calculated in accordance with U.S. GAAP, plus the sum of interest expense net of interest income, tax expense and depreciation, further adjusted for capital structure transformation costs, stock compensation expense, non-operating income/expense, repositioning costs, discounting costs on factoring, and foreign exchange gain/loss on debt net of related hedging gains/losses. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to company performance.

(7)

The dollar amounts reported as compensation to our NEOs in 2021 is significantly larger than the compensation in 2022 as a result of the Emergence Grants made to our NEOs in 2021. Each Emergence Grant was sized in excess of a standard annual grant in order to align incentives as of the Company’s Emergence and with the intention of covering equity grants for fiscal years 2021 and 2022. Accordingly, no equity grants were made for fiscal year 2022.

(8)

In accordance with SEC guidance, we have reported in columns (f) and (g) the cumulative TSR and weighted peer group TSR measured only from April 30, 2021, which is the date the Company began issuing the new class of common stock pursuant to the Revised Amended Plan of Reorganization following the Company’s Emergence, to December 31, 2022.

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EXECUTIVE COMPENSATION

Narrative Disclosure to Pay Versus Performance Table

Financial Performance Measures

As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The following were the most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance:

•	Adjusted EBITDA

•	Adjusted EBITDA Margin

•	Adjusted Free Cash Flow Conversion

Analysis of the Information Presented in the Pay versus Performance Table

In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Compensation Actually Paid and Net Income

As demonstrated by the following table, the amount of compensation actually paid (CAP) to Mr. Rabiller and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Rabiller, “Avg. Non-PEO NEO CAP”) is generally aligned with the Company’s net income over the four years presented in the table. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure Adjusted EBITDA, which the Company does use for when setting goals in the Company’s short-term incentive compensation program and the performance-based RSUs that are awarded to the NEOs.

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EXECUTIVE COMPENSATION

Compensation Actually Paid and Adjusted EBITDA

As demonstrated by the following graph, the amount of compensation actually paid to Mr. Rabiller and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Rabiller) is generally aligned with the Company’s Adjusted EBITDA over the four years presented in the table.

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EXECUTIVE COMPENSATION

Cumulative TSR of the Company and Cumulative TSR of the Peer Group

In accordance with SEC guidance, we have calculated our own cumulative TSR and the weighted peer group TSR from April 30, 2021 through December 31, 2021 and, further, through December 31, 2024. We use April 30, 2021 as the starting point because this is the date the Company began trading under its new class of common stock upon its Emergence.

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Executive Compensation

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth the equity awards outstanding under the LTI Plan as of December 31, 2024:


Plan Category	Number of Shares to be issued upon exercise of outstanding options, warrants and rights (#)	Weighted- average exercise price of outstanding options, warrants and rights ($)	Number of Shares remaining available for future issuance under equity compensation plans (excluding shares reflected in the first column) (#)⁽¹⁾
Equity compensation plans approved by security holders	5,311,007⁽²⁾	—	23,385,140
Equity compensation plans not approved by security holders	—	—	—
Total	5,311,007	—	23,385,140

(1)	Consists of the LTI Plan.

(2)	Represents shares underlying unvested RSUs and PSUs granted under the LTI Plan.

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DIRECTOR COMPENSATION

Non-Employee Director Compensation Agreements

Each of our independent and disinterested directors (i.e., directors who are not an employee of the Company or an employee, director, or officer of a shareholder with director designation rights, which we refer to as our “non-employee directors”) is entitled to compensation for service on our Board. We have entered into letter agreements with each of our non-employee directors that generally provide a total compensation package that includes annual cash fees and annual RSU grants to compensate our non-employee directors for the time and effort necessary to serve on the Board.

Our non-employee directors receive a cash retainer for service on the Board and for service on each committee of which the non-employee director is a member. The Non-Executive Chair of the Board and the Chair of each committee may receive a higher retainer for such service. Cash retainers are paid quarterly on the first business day of the applicable quarter, except to the extent a non-employee director has timely elected to defer such fees in accordance with the terms of any fee deferral program established by the Board.

We have also adopted a director fee deferral program, whereby non-employee directors may elect to receive either 100% or 50% of all annual retainer fees for any Board or committee service (excluding any per-meeting fees) in the form of deferred fully vested stock units (“DSUs”) granted under the LTI Plan. The Non-Executive Chair’s annual cash retainer will be settled in DSUs in 2025. Any such DSUs would be settled (i.e. become shares of common stock) on the earlier of a Change in Control (as defined in the LTI Plan) or six months after the director ceases serving on the Board. This program was initially effective with respect to cash fees earned for service in 2024.

The fees paid to our non-employee directors for service on the Board in 2024 are set forth in the table below.


	Cash Compensation
	Annual Cash Retainer			$90,000
	Non-Executive Chair Annual Cash Retainer			$100,000
	Committee Chair Annual Cash Retainer
	Audit			$25,000
	Talent Management and Compensation			$20,000
	Nominating and Governance			$15,000
	Finance			$10,000
	Other Committees			$10,000
	Committee Member Annual Cash Retainer
	Audit			$10,000
	Talent Management and Compensation			$7,500
	Nominating and Governance			$7,500
	Finance			$5,000
	Other Committees			$5,000

In addition, each of our non-employee directors is eligible to receive an annual RSU grant with a total target value of $140,000 (the actual number of RSUs to be determined by dividing the target value by the fair market value of common stock on the date of the annual meeting of shareholders).

RSUs will vest as follows:

•	Non-employee directors’ entitlement to annual RSU grants will be measured from one annual shareholders’ meeting to the next annual shareholders’ meeting;

•	RSUs and prorated RSUs will vest on the earlier of the one-year anniversary of the grant date, death, disability, the non-employee director’s removal from the Board in connection with a change in control, or the next annual shareholders’ meeting; and

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•	Prorated RSU grants made to non-employee directors who join the Board between two annual shareholders’ meetings will be based on the period between such two annual shareholders’ meetings, which will vest at the next shareholders’ meeting to align with the other Board members.

Annual grants to our non-employee directors will be made annually on the date of the annual shareholders’ meeting.

We reimburse our non-employee directors for expenses incurred in connection with attending Board and committee meetings and provide our non-employee directors with business travel accident insurance. We also reimburse our non-employee directors, up to $10,000 in the aggregate, for attendance at continuing professional educational programs directly related to service as a public company director.

In accordance with our LTI Plan, the maximum amount of compensation that may be paid to any non-employee director during any fiscal year is $750,000.

For 2025, the Board approved an increase to the Annual Cash Retainer to $100,000 and the Non-Executive Chair Annual Cash Retainer to $140,000, as well as an increase to the target value of the annual RSU grant to $150,000.

Stock Ownership Guidelines

Under our non-employee director stock ownership guidelines, each non-employee director is required to hold a number of shares of Company common stock having a market value equal to or greater than five times the annual base cash retainer payable to the non-employee director. Until the applicable ownership guideline is achieved, each non-employee director is required to retain at least 50% of the shares acquired from RSU grants, other than any shares required to be sold to pay applicable taxes. Once the applicable ownership guideline is achieved, the aforementioned retention ratio will no longer apply. If a non-employee director’s share ownership subsequently falls back below the applicable ownership guideline and remains below the ownership guideline on a continuous basis for a period of more than 24 months, the non-employee director will be required to comply again with the retention ratio until such time as the non-employee director again achieves the ownership guideline. Two eligible non-employee directors who joined the board in 2024, Joachim Drees and Paul Camuti, had not yet met the ownership requirement under our non-employee director stock ownership guidelines, as of December 31, 2024. All other eligible non-employee directors met the ownership requirement under our non-employee director stock ownership guidelines. For 2025, our Board of Directors approved an increase to the ownership guideline applicable to the Non-Executive Chair of the Board to be equal to or greater than six times the annual cash retainer.

The following table sets forth information regarding the compensation earned by our non-employee directors for the year ended December 31, 2024. Mr. Rabiller, who served as our President and Chief Executive Officer during the year ended December 31, 2024, and continues to serve in that capacity, does not receive additional compensation for his service as a director, and therefore is not included in the Director Compensation table below. All compensation paid to Mr. Rabiller is reported in the Summary Compensation Table included under “Executive Compensation.”

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2024 Director Compensation Table


Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾	All Other Compensation ($)	Total ($)
Paul Camuti⁽³⁾	89,217	182,570	—	271,787
Daniel Ninivaggi	53,750	293,752	—	347,502
D’aun Norman	53,750	193,751	—	247,501
Tina Pierce⁽⁴⁾	37,500	—	—	37,500
Robert Shanks	122,500	139,998	—	262,498
Julia Steyn	120,000	139,998	—	262,498
Joachim Drees⁽⁵⁾	63,496	139,998	—	203,494
Kevin Mahoney⁽⁶⁾	—	—	—	—
John Petry⁽⁶⁾⁽⁷⁾	—	—	—	—
Steven Tesoriere⁽⁶⁾	—	—	—	—

(1)	Reflects cash retainer and committee fees earned by our directors in 2024.

(2)	As of December 31, 2024, each current non-employee director held 15,927 RSUs.

(3)	The Board appointed Mr. Camuti to the Board on February 9, 2024.

(4)	Ms. Pierce did not stand for reelection to the Board at the 2024 annual meeting held on May 29, 2024.

(5)	Mr. Drees was elected to the Board at the 2024 annual meeting held on May 29, 2024.

(6)	Messrs. Mahoney, Petry, and Tesoriere were not eligible for compensation as employees, directors, or officers of shareholders with director designation rights.

(7)	Mr. Petry resigned from the Board effective as of February 9, 2024.

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ADDITIONAL INFORMATION

Shareholder Proposals and Director Nominations

Shareholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our 2026 annual meeting of shareholders pursuant to Rule 14a-8 under the Exchange Act must submit the proposal to us in the form required by Rule 14a-8 at our principal executive offices at Z.A. La Pièce 16, Rolle, Switzerland 1180. Any proposal submitted pursuant to Rule 14a-8 must be received by us no later than the close of business (6:00 p.m. Central Europe Time) on December 10, 2025. We suggest that proponents submit their Rule 14a-8 proposals by certified mail, return receipt requested, addressed to our Corporate Secretary.

In addition, our By-Laws establish an advance notice procedure with regard to director nominations and other proposals by shareholders that are not intended to be included in our proxy materials, but that a shareholder instead wishes to present directly at an annual meeting. To be properly brought before the 2026 annual meeting of shareholders, a notice of the nomination or the matter the shareholder wishes to present at the meeting must be in writing and delivered to or mailed and received by our Corporate Secretary at our principal executive offices no later than February 21, 2026, and not before January 22, 2026. However, if the 2026 annual meeting of shareholders is more than 30 days earlier, or more than 60 days later, than the first anniversary of the Annual Meeting, notice must be so delivered or received not earlier than the 120^th day prior to such annual meeting and not later than the close of business on the later of the 90^th day prior to such annual meeting and the 10^th day following the date on which public disclosure of the date of such annual meeting was made. Our By-Laws also specify requirements relating to the content of the notice that shareholders must provide in order for a director nomination or other proposal to be properly presented at the 2026 annual meeting of shareholders.

Our By-Laws also provide for proxy access shareholder nominations of director candidates by eligible shareholders. For a director nominee to be included in the Company’s proxy statement for the 2026 annual meeting of shareholders, a notice of the nomination must be in writing and delivered to or mailed and received by our Corporate Secretary at our principal executive offices not later than December 10, 2025, and not before November 10, 2025. However, if the 2026 annual meeting of shareholders is more than 30 days earlier, or more than 60 days later, than the first anniversary of the Annual Meeting, notice must be so delivered or received not earlier than the 150^th day prior to such annual meeting and not later than the close of business on the later of the 120^th day prior to such annual meeting and the 10^th day following the date on which public disclosure of the date of such annual meeting was made. Our By-Laws also specify additional requirements that must be met (including eligibility requirements applicable to any nominator and any nominee) in order for a director nomination to be included in the Company’s proxy statement for the 2026 annual meeting of shareholders. Additionally, to comply with the SEC’s universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 23, 2026.

Householding of Annual Meeting Materials

The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our shareholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, only one set of proxy materials is being delivered to multiple shareholders sharing an address unless the Company has received contrary instructions from one or more of the shareholders. If a shareholder wishes to receive a separate copy of proxy materials, we will promptly deliver a separate copy to such shareholders that contact us by mail or telephone at Garrett Motion Inc., Z.A. La Pièce 16, 1180 Rolle, Switzerland, +41 21 695 30 00, Attention: Investor Relations. Shareholders who hold their shares through a bank, broker, or other nominee may have consented to reducing the number of copies of proxy materials delivered to their address. In the event that a shareholder wishes to revoke a “householding” consent previously provided to a bank, broker, or other nominee, the shareholder must contact the bank, broker or other nominee, as applicable, to revoke such consent. Any shareholders of record sharing an address who now receive multiple copies of our annual reports, proxy statements and information statements, and who wish to receive only one copy of these materials per household in the future should also contact Investor Relations by mail or telephone as instructed above. Any shareholders sharing an address whose

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ADDITIONAL INFORMATION

shares of common stock are held by a bank, broker or other nominee who now receive multiple copies of our annual reports, proxy statements and information statements, and who wish to receive only one copy of proxy materials per household, should contact the bank, broker or other nominee to request that only one set of proxy materials be delivered in the future.

Other Matters

Our Board is not aware of any matter to be presented for action at the Annual Meeting other than the matters referred to above and does not intend to bring any other matters before the Annual Meeting. However, if other matters should properly come before the Annual Meeting, it is intended that holders of the proxies will vote thereon in their discretion.

Solicitation of Proxies

The accompanying proxy is solicited by and on behalf of our Board, whose notice of meeting is attached to this proxy statement, and the entire cost of such solicitation will be borne by us. We have also engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies and provide related advice and informational support for a services fee of up to $15,000 and the reimbursement of customary disbursements.

In addition to the use of mail, proxies may be solicited by personal interview, telephone, and email by directors, officers, and other employees of Garrett who will not be specially compensated for these services. We will also request that brokers, nominees, custodians, and other fiduciaries forward soliciting materials to the beneficial owners of shares held of record by such brokers, nominees, custodians, and other fiduciaries. We will reimburse such persons for their reasonable expenses in connection therewith.

Certain information contained in this proxy statement relating to the occupations and security holdings of our directors and officers is based upon information received from the individual directors and officers.

Proxies

The Board appointed Olivier Rabiller and Jérôme Maironi to act as proxies. If you sign and return your proxy card or voting instruction form with voting instructions, one or more of the proxies will vote your shares as you direct on the matters described in this proxy statement. If you sign and return your proxy card or voting instruction form without voting instructions, one or more of the proxies will vote your shares as recommended by the Board.

We will furnish, without charge, a copy of our 2024 Annual Report, including consolidated financial statements but not including exhibits, to each of our shareholders of record on March 31, 2025, and to each beneficial shareholder on that date upon written request made to: Corporate Secretary, Garrett Motion Inc., Z.A. La Pièce 16, Rolle, Switzerland 1180. A reasonable fee will be charged for copies of requested exhibits.

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ANNEX

Non-GAAP Financial Measures

This proxy statement includes constant currency sales growth, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBIT, Adjusted EBIT Margin, Adjusted Free Cash Flow, and Adjusted Free Cash Flow Conversion, which are financial measures not prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). These non-GAAP financial measures provided herein are adjusted for certain items as presented below and may not be directly comparable to similar measures used by other companies in our industry, as other companies may define such measures differently. Management believes that, when considered together with reported amounts, these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends. Our management believes that Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBIT, Adjusted EBIT Margin, and Adjusted Free Cash Flow are important indicators of operating performance because they exclude the effects of income taxes and certain other items, as well as the effects of financing and investing activities by eliminating the effects of interest and depreciation expenses and therefore more closely measures our operational performance. These non-GAAP measures should be considered in addition to, and not as replacements for, each measure’s respective most closely comparable GAAP measure. For additional information with respect to our Consolidated Financial Statements, see our Annual Report on Form 10-K for the year ended December 31, 2024.

Reconciliation of Constant Currency Sales % Change


				Year Ended December 31, 2024
	Reported sales % change			(11)%
	Less: foreign currency translation			(1)%
	Constant currency sales % change			(10)%

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ANNEX-NON-GAAP FINANCIAL MEASURES

Reconciliation of Net Income to Adjusted EBITDA and Adjusted EBITDA Margin


	(Dollars in millions)			Year Ended December 31, 2024
	Net income			$282
	Interest expense, net of interest income⁽¹⁾			153
	Tax expense			61
	Depreciation			90
	EBITDA (Non-GAAP)			$586
	Stock compensation expense⁽²⁾			23
	Repositioning costs			21
	Factoring and notes receivables discount fees			4
	Gain on sale of equity investment			(27)
	Other non-operating income⁽³⁾			(12)
	Acquisition and divestiture expenses⁽⁴⁾			1
	Debt refinancing and redemption costs⁽⁵⁾			2
	Adjusted EBITDA (Non-GAAP)			$598
	Net sales			3,475
	Net income margin			8.1%
	Adjusted EBITDA margin (Non-GAAP)			17.2%

(1)	Reflects interest income of $3 million for the year ended December 31, 2024.

(2)	Stock compensation expense includes only non-cash expenses.

(3)	The adjustment for non-operating income reflects the non-service component of net periodic pension income and other income that are not considered directly related to the Company’s operations.

(4)	Reflects the third-party costs incurred for the sale of an equity interest in an unconsolidated joint venture.

(5)	Reflects the third-party costs directly attributable to the repricing of our 2021 Dollar Term Facility.

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ANNEX-NON-GAAP FINANCIAL MEASURES

Reconciliation of Net Income to Adjusted EBIT and Adjusted EBIT Margin


	(Dollars in millions)			Year Ended December 31, 2024
	Net income			$282
	Interest expense, net of interest income⁽¹⁾			153
	Tax expense			61
	Repositioning costs			21
	Factoring and notes receivables discount fees			4
	Gain on sale of equity investment			(27)
	Other non-operating income⁽²⁾			(12)
	Acquisition and divestiture expenses⁽³⁾			1
	Debt refinancing and redemption costs⁽⁴⁾			2
	Adjusted EBIT (Non-GAAP)			$485
	Net sales			3,475
	Net income margin			8.1%
	Adjusted EBIT margin (Non-GAAP)			14.0%

(1)	Reflects interest income of $3 million for the year ended December 31, 2024.

(2)	The adjustment for non-operating income reflects the non-service component of net periodic pension income and other income that are not considered directly related to the Company’s operations.

(3)	Reflects the third-party costs incurred for the sale of an equity interest in an unconsolidated joint venture.

(4)	Reflects the third-party costs directly attributable to the repricing of our 2021 Dollar Term Facility.

Reconciliation of Net Cash Used for Operating Activities to Adjusted Free Cash Flow


	(Dollars in millions)			Year Ended December 31, 2024
	Net cash provided from operating activities			$408
	Expenditures for property, plant and equipment			(91)
	Capital structure transformation expenses			1
	Acquisition and divestiture expenses			1
	Cash payments for repositioning			18
	Proceeds from cross currency swap contracts			17
	Factoring and P-notes			4
	Adjusted Free Cash Flow			$358
	Net income			$282
	Adjusted EBITDA			$598
	Operating cash flow conversion %			145%
	Adjusted Free Cash Flow Conversion %			60%

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