Garrett Motion (GTX) Proxy filing summary

Executive summary

• Achieved strong 2025 results: $3.58B net sales, $310M net income (8.6% margin), $510M adjusted EBIT (14.2% margin), and $403M adjusted free cash flow.

• Returned capital to shareholders via $208M stock repurchases and initiated a quarterly dividend, increased from $0.06 to $0.08 per share in Q4 2025.

• Reduced share count by over 40% since 2023 and authorized a new $250M share repurchase program for 2026.

• Expanded product offerings in turbocharging, zero-emission, and industrial applications, including new awards and strategic collaborations.

• Entered 2026 with a focus on execution, margin maintenance, and innovation funding.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eight directors for one-year terms, ratification of Deloitte SA as auditor for 2026, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Proxy access, majority voting, and resignation policy for directors are in place.

Board of directors and corporate governance

• Board comprises eight nominees, seven of whom are independent; average tenure is 4 years and average age is 58.

• Board leadership is separated: Non-Executive Chair and CEO roles are distinct.

• Committees (Audit, Nominating & Governance, Talent Management & Compensation, Technology & Innovation) are fully independent.

• Annual board and committee self-evaluations, director education policy, and regular board refreshment.

• Stock ownership guidelines for directors and executives; clawback and insider trading policies enforced.