Adriana Karaboutis
AUTOLIVAbout Adriana Karaboutis
Adriana Karaboutis, age 62, is an independent director of Autoliv (ALV) appointed in September 2024, with a background as Group Chief Information & Digital Officer at National Grid (2017–2023), and senior technology and operations roles at Biogen, Dell, Ford, and General Motors; she holds a B.S. in Computer Science from Wayne State University . She currently serves on the boards of Perrigo Co. PLC, Aon PLC, and Savills PLC, bringing deep digital technology and operations expertise to ALV’s board . The Board has determined she is independent under NYSE and SEC rules, and each director nominee (including Karaboutis) attended at least 80% of board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Grid | Group Chief Information & Digital Officer | 2017–2023 | Led enterprise digital and IT transformation |
| Biogen, Inc. | Executive VP – Technology, Business Solutions, Corporate Affairs | Prior to 2017 (not precisely dated) | Enterprise technology and business solutions leadership |
| Dell, Inc. | Global Chief Information Officer & Vice President | Prior to Biogen (not precisely dated) | Global CIO; large-scale IT operations and transformation |
| Ford Motor Company | Director – Global Manufacturing | Prior to Dell/GM (not precisely dated) | Manufacturing technology leadership in automotive OEM context |
| General Motors Company | Executive Director – Global Manufacturing Technology | Prior to Dell (not precisely dated) | Global manufacturing technology leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Perrigo Co. PLC | Independent Director | Current | Global healthcare company board service |
| Aon PLC | Independent Director | Current | Global insurance broker; risk/benefits services |
| Savills PLC | Independent Director | Current | Global real estate services |
| Advance Auto Parts, Inc. | Independent Director | Prior | Prior public company board service |
| AspenTech | Independent Director | Prior | Prior public company board service |
| Blue Cross & Blue Shield of Massachusetts, Inc. | Director | Prior | Prior non-profit board service |
| Cylance (private; sold to BlackBerry in 2019) | Board Member | Prior | Cybersecurity, sold in 2019 |
Board Governance
- Independence: The Board determined all nominees except the CEO are independent; Karaboutis is independent .
- Committees: No committee assignments are listed for Karaboutis in the 2024–2025 service year .
- Attendance: Each director nominee attended at least 80% of applicable Board and Committee meetings in 2024; the Board met 4 times, and committees met as follows: ARC (8 times), LDCC (4), NCGC (4) .
- Executive sessions: Independent directors met in executive session at least four times in 2024 .
- Board leadership: Independent non-CEO Chairman; no Lead Independent Director appointed for the 2024–2025 year .
Fixed Compensation
Autoliv Non-Employee Director Compensation Policy (effective May 2024):
| Component | Cash | Equity (RSUs, Grant Date Value) | Notes |
|---|---|---|---|
| Annual base retainer | $132,500 | $152,500 | >50% paid in RSUs; RSUs granted at annual meeting and vest at the next annual meeting or one-year anniversary |
| Non-Employee Chairman supplemental | $90,000 | $90,000 | Additional retainer |
| Lead Independent Director | $40,000 | — | None appointed for 2024–2025 |
| ARC Chair | $30,000 | — | Committee chairs receive cash supplements |
| LDCC Chair | $20,000 | — | |
| NCGC Chair | $20,000 | — | |
| ARC Member | $10,000 | — | |
| LDCC Member | $7,500 | — | |
| NCGC Member | $7,500 | — |
Adriana Karaboutis – 2024 Director Compensation:
| Metric | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $33,125 |
| Stock Awards (grant-date fair value; RSUs) | $101,667 |
| Total | $134,792 |
| Notes | Appointed September 13, 2024; compensation pro-rated by full months of service. RSUs vest May 8, 2025, subject to continued service . |
Ownership Guidelines for Non-Employee Directors:
- Required ownership: 5x cash component of annual Board retainer; 6-year compliance window; all directors elected prior to 2020 have achieved the guideline .
Performance Compensation
- Non-employee director pay has no performance-linked elements; director equity is time-based RSUs vesting at the next annual meeting or one-year anniversary .
- Policy prohibits hedging, short-selling, and pledging by directors, reinforcing alignment .
Other Directorships & Interlocks
- Current public boards: Perrigo, Aon, Savills .
- The Board found no independence impairment for directors other than a disclosed commercial relationship for another director (Volvo Group); Karaboutis was not cited in any independence exceptions or related person transactions .
- No specific related-person transactions involving Karaboutis were disclosed .
Expertise & Qualifications
- Education: B.S., Computer Science, Wayne State University .
- Technical expertise: Enterprise digital/IT leadership; cybersecurity exposure via Cylance board; technology leadership across energy/utilities, biotech, and computing sectors .
- Industry experience: Automotive manufacturing exposure via Ford and GM roles; cross-industry governance experience across healthcare, insurance, and real estate .
- Board skills framework emphasizes digital technology/AI/cyber and governance; her background aligns with those defined skill categories .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Adriana Karaboutis | 0 | <1% | New director; RSUs granted to directors vest at next annual meeting; ownership guideline is 5x cash retainer within 6 years . |
Governance Assessment
- Board effectiveness: Karaboutis adds senior digital transformation and cybersecurity acumen, strengthening oversight of technology and operational risk; her cross-industry board experience should support governance breadth .
- Independence & engagement: Independent status confirmed; Board and committees demonstrated strong meeting cadence and executive sessions; attendance ≥80% across nominees in 2024 .
- Compensation & alignment: Director pay mix (>50% RSUs) and strict anti-hedging/pledging policy support alignment; ownership guideline (5x cash retainer, 6-year window) applies—Karaboutis currently discloses 0 shares as a new director, which is typical early in tenure but should be monitored for timely progress .
- Conflicts & related parties: No independence exceptions or related-person transactions cited for Karaboutis; her external boards (Perrigo, Aon, Savills) do not indicate disclosed conflicts with ALV in the proxy .
RED FLAGS to monitor:
- Initial zero share ownership—track progress toward ownership guidelines within the 6-year period .
- Absence of committee assignment in first service year—evaluate future committee placement to leverage her technology/cyber expertise (e.g., ARC oversight of cybersecurity or NCGC sustainability/ESG governance) .
Investor confidence signals:
- Strong say-on-pay support (~97% in 2024/2023/2022) and robust committee activity (ARC: 8 meetings; LDCC/NCGC: 4 each) reflect engaged governance processes .
- Explicit policies on clawbacks, anti-hedging/pledging, option repricing prohibition, and double-trigger CIC vesting enhance governance quality .