Anthony Nellis
AUTOLIVAbout Anthony Nellis
Anthony Nellis, age 57, is Executive Vice President, Legal Affairs, General Counsel, and Secretary of Autoliv since June 2018; he joined Autoliv in 2002 after practicing commercial litigation at Kitch Drutchas, and holds a B.A. from Alma College and a J.D. from the University of Detroit . His compensation is tied to annual and long-term performance metrics including EPS (60%), Relative Organic Sales Growth (25%), and Greenhouse Gas Emissions (15%), with any earned 2024 PSUs cliff vesting in Q1 2027, reinforcing pay-for-performance alignment . Autoliv’s policy prohibits hedging, short-selling, and pledging, and requires executives to retain 75% of net shares until stock ownership guidelines are met (1x base salary for non-CEO executives), supporting alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Autoliv | EVP, Legal Affairs, General Counsel, and Secretary | Jun 2018–present | Company’s chief legal officer; Board secretary . |
| Autoliv Passive Safety (segment) | Vice President, Legal | Jul 2014–Jun 2018 | Led legal function for Passive Safety segment . |
| Autoliv Asia | Vice President, Legal | May 2010–Jul 2014 | Led regional legal for Asia . |
| Autoliv (corporate) | Interim VP, General Counsel, and Secretary | Jan 2014–Dec 2014 | Interim corporate legal leadership and secretary responsibilities . |
| Kitch Drutchas | Commercial litigator | 1996–2002 | Litigation experience prior to joining Autoliv . |
External Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Kitch Drutchas | Commercial litigator | 1996–2002 | Pre-Autoliv external legal practice . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $560,579 | $583,002 | $635,472 |
| All Other Compensation | $91,986 | $88,966 | $98,829 |
| Perquisites (incl. auto allowance, fuel, healthcare) | — | — | $36,821 |
| Company contributions to DC plans | — | — | $62,008 |
Notes:
- 2024 perquisites comprised an auto allowance, fuel, and company-paid healthcare; method of valuation described in proxy .
- Autoliv sets cash compensation in local currency (USD for Nellis); historic figures shown in USD at 2024 exchange rates for comparability .
Performance Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-Equity Incentive Compensation (annual bonus paid) (USD) | $184,430 | $334,643 | $434,663 |
| Stock Awards reported (RSUs/PSUs grant-date fair value) (USD) | $151,061 | $214,557 | $282,716 |
| Annual bonus target (% of base salary) | 35% | 35% | 45% (cap 2x target; max 90%) |
2024 Annual Incentive Mechanics:
- Target payout opportunity: 45% of base salary (threshold 0%, max 90%) .
- 2024 realized annual bonus: $434,663 .
2024 LTI Grant Structure (grant date Feb 20, 2024):
| Award type | Units/Value | Accounting fair value | Vesting |
|---|---|---|---|
| PSUs (Tranche A target) | 1,950 target / 3,900 max | $196,240 | 2024 Tranche A performance; any earned 2024 PSUs cliff vest Q1 2027 |
| RSUs | 785 units | $86,476 | Minimum 3-year vesting |
PSU Performance Metrics (for 2024 award and program since 2022):
- Weighting: EPS 60%, Relative Organic Sales Growth 25%, GHG Emissions 15% .
- 2022 PSU tranches A/B/C earned following conclusion of 2022–2024 performance periods on Dec 31, 2024 .
Stock Vested and Option Activity in 2024:
| Item | 2024 |
|---|---|
| Shares acquired on vesting (RSUs/PSUs) | 2,108 shares; value realized $235,000 |
| Options exercised | 760 shares; value realized $22,496 |
| Options outstanding (year-end status) | No executive officer held unvested options as of Dec 31, 2024 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 12, 2025) | 8,137 shares; less than 1% of outstanding |
| Shares outstanding (reference) | 77,721,831 shares (Feb 28, 2025) |
| Ownership as % of shares outstanding | ~0.0105% (computed from 8,137 / 77,721,831) |
| Stock ownership guidelines | 1x base salary for executive officers; retain 75% of net shares until guideline met |
| Hedging/pledging policy | Hedging, short-selling, and pledging prohibited |
| Vested vs unvested | 2,108 shares vested in 2024; 2024 PSUs cliff vest Q1 2027; RSUs/PSUs generally ≥3-year vesting |
| Ownership compliance status | Not disclosed in proxy |
Employment Terms
| Provision | Key terms |
|---|---|
| Notice period | Six months’ notice by either party (12 months for CEO); salary and benefits continue during notice period |
| Non-compete | 12 months post-termination; not applicable if terminated without Cause or resigns for Good Reason; salary differential payments up to 12 months, capped at 60% of gross salary; ceases when cap reached; not paid upon retirement |
| Severance (involuntary termination other than Cause or Good Reason resignation) | Lump sum severance equal to 1.5x current base salary, plus notice-period compensation and benefits |
| Change-in-control equity acceleration | Double-trigger acceleration for unvested equity when awards are assumed by a publicly traded surviving entity and a qualifying termination occurs post-CIC |
| Clawback | Mandatory recoupment for SEC 16 officers upon restatement; broader clawback authority for harmful conduct, policy violations, fraud, or securities law breaches |
| 280G gross-ups | None; no excise tax gross-ups |
| Insider trading policy | Company policy filed; use of Rule 10b5-1 trading plans referenced |
Potential Payments — Anthony Nellis (illustrative values; based on Dec 31, 2024 stock price $93.79):
| Estimated Potential Payment/Benefit | Resignation without Good Reason ($) | Termination without Cause or Resignation for Good Reason ($) | Termination for Cause ($) | Change in Control ($) | Change in Control and Termination ($) | Death or Retirement ($) |
|---|---|---|---|---|---|---|
| Lump sum cash severance payment | — | 953,208 | — | — | 953,208 | — |
| Continuing salary/annual incentive payments during requisite notice period | 317,736 | 317,736 | — | — | 317,736 | — |
| Salary differential payments (noncompete) | 381,283 | — | 381,283 | — | — | — |
| Continuing health, welfare and retirement benefits | 31,998 | 31,998 | — | — | 31,998 | — |
| Vesting of equity | 241,697 | 241,697 | — | 0 | 853,864 | 853,864 |
| Company car | 17,417 | 17,417 | — | — | 17,417 | — |
| Total | 990,131 | 1,562,055 | 381,283 | 0 | 2,174,223 | 853,864 |
Footnotes:
- Equity values reflect RSUs/PSUs vesting upon designated events using $93.79 closing price on Dec 31, 2024; no executive held unvested options at year-end .
Retirement and Deferred Compensation
| Plan | Years credited | Present value of accumulated benefit (USD) | Notes |
|---|---|---|---|
| Autoliv ASP, Inc. Pension Plan | 22 | $407,400 | Assumes normal retirement at 65 and lump sum election; key actuarial assumptions disclosed . |
| Excess Pension Plan | 22 | $302,700 | Same assumptions as above . |
| Non-Qualified Retirement Plan (deferred comp) | — | — | Participants may defer up to 25% of salary; 80% match on eligible deferrals; matching subject to forfeiture for misconduct; distributions per elected timing/forms . |
Governance and Shareholder Feedback
- Say-on-pay approval: Approximately 97.0% support at the 2024 annual meeting; prior years 97.1% (2023) and 97.6% (2022), indicating strong shareholder endorsement of compensation programs .
- LDCC uses market data (Willis Towers Watson, Mercer) and independent advisor Meridian; compensation mix emphasizes PSUs (75% of LTI for non-CEO executives) and minimum 3-year vesting, with no option repricing and no new options granted since 2015 .
Investment Implications
- Compensation alignment and governance: Strong pay-for-performance linkage via EPS/organic sales/GHG metrics and double-trigger CIC equity acceleration; clawbacks and prohibitions on hedging/pledging reduce misalignment risk .
- Retention risk: Six-month notice and 12-month non-compete with capped salary differentials, plus meaningful severance (1.5x salary) mitigate abrupt departures; 2024 target bonus raised to 45% and LTI grant increased to $350,000, signaling retention focus for legal leadership .
- Selling pressure: Ownership guidelines and 75% net-share retention requirement temper near-term selling; 2,108 shares vested in 2024 and PSUs cliff vest in Q1 2027 may create episodic supply on vest dates, but no pledging permitted and no options outstanding at year-end lessen pressure .
- Risk flags: No excise tax gross-ups; no option repricing; robust clawback policy; high say-on-pay support—all point to lower governance risk and clean incentive constructs for an EVP General Counsel .
Signatures confirming role:
- Anthony J. Nellis signed multiple SEC filings in 2025 as EVP Legal Affairs, General Counsel and Secretary, corroborating current position and authority .