Franz-Josef Kortüm
AUTOLIVAbout Franz-Josef Kortüm
Franz‑Josef Kortüm, age 74, has served on Autoliv’s Board since March 2014; he was Lead Independent Director from May 2021 to May 2022 and currently serves on the Nominating and Corporate Governance Committee. He is a former CEO of Webasto SE (1998–2012) and Audi AG (1993–1994), spent 16 years at what is today Mercedes‑Benz Group AG, and holds an MBA‑equivalent in Business Administration from the University of Regensburg, Germany . He is independent and has no current public company directorships per the 2025 nominee slate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Webasto SE | Chief Executive Officer | 1998–2012 | Led global automotive roof/climate systems producer |
| Audi AG | Chief Executive Officer | 1993–1994 | Top leadership of German automaker |
| Mercedes‑Benz Group AG (then Daimler) | Various positions | ~16 years (pre‑1993) | Senior operating/management experience |
| VDA (German Assoc. of the Automotive Industry) | Managing Board Member | 2004–2012 | Industry policy/advocacy experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brose Fahrzeugteile GmbH & Co. KG | Advisory Board Member | Since April 2005 | Global automotive supplier advisory role |
| Webasto SE | Supervisory Board Vice Chair (2013), Chair (2018–Aug 2020) | 2013–Aug 2020 | Governance leadership at former employer |
| Wacker Chemie AG (public) | Supervisory Board Member | 2003–Dec 2024 | Concluded public board service in 2024 |
| Schaeffler AG (public) | Supervisory Board Member | 2010–Mar 2014 | Prior public board service |
| Current public company boards | — | — | None (0) per Autoliv 2025 nominee table |
Board Governance
- Independence: Independent director; Board committees composed entirely of independent directors .
- Committee assignments (2024–2025 service year): Nominating & Corporate Governance Committee (NCGC) member (Chair: Leif Johansson) .
- Attendance: All directors, including Kortüm, attended at least 80% of applicable Board and committee meetings in 2024; Board met 4 times; independent directors held 4 executive sessions .
- Years of service: ~11 years (Director since 2014) .
- Lead Independent Director: Served as LID from May 2021 to May 2022; no LID appointed for 2024–2025 .
Fixed Compensation
Autoliv’s non‑employee director pay was updated effective May 2024. Policy emphasizes a mix of cash and RSUs with semi‑annual payments and RSUs granted at the annual meeting and vesting at the next annual meeting or 1‑year anniversary, whichever earlier .
| Component | Policy Amount | Notes |
|---|---|---|
| Annual Base Retainer – Cash | $132,500 | Directors paid semi‑annually in arrears; cash converted to local currency at payment date |
| Annual Base Retainer – RSUs (Grant Date Value) | $152,500 | RSUs granted at annual meeting; vest on earlier of the next annual meeting or one‑year anniversary |
| NCGC Member Retainer | $7,500 | Additional cash for committee membership |
| Deferral Program | Available | No director elected to defer equity in 2024 |
| Ownership Guidelines | 5x cash component of Board retainer | All non‑employee directors elected prior to 2020 have achieved guideline |
2024 earned compensation (calendar‑year basis):
| Name | Fees Earned (Cash) | Stock Awards (RSUs, Grant‑Date FV) | Total | RSU Vesting Detail |
|---|---|---|---|---|
| Franz‑Josef Kortüm | $138,333 | $152,500 | $290,833 | 2024 RSUs vest May 8, 2025, subject to continued service and exceptions |
Footnotes: Cash reflects calendar‑year accrual and FX conversion at payment dates; RSU values per FASB Topic 718 .
Performance Compensation
Autoliv does not use performance‑based equity for non‑employee directors; director equity is time‑vested RSUs under the Non‑Employee Director Compensation Policy .
- Hedging/short‑selling/pledging: Prohibited for all employees and non‑employee directors, supporting alignment with shareholders .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock Consideration |
|---|---|---|
| Brose Fahrzeugteile GmbH & Co. KG | Advisory Board Member (since 2005) | Automotive supplier role; any Autoliv‑Brose transactions would fall under Related Person Transactions Policy review by Audit & Risk Committee |
| Wacker Chemie AG (public) | Former Supervisory Board Member (to Dec 2024) | No current public company interlocks reported for Kortüm at Autoliv |
| Schaeffler AG (public) | Former Supervisory Board Member (2010–Mar 2014) | Historical only |
| Webasto SE | Former Supervisory Board VC/Chair (2013–Aug 2020) | Historical only |
Related‑party oversight: All related‑person transactions must be pre‑approved by the Audit & Risk Committee, which considers independence impact and market alternatives .
Expertise & Qualifications
- Automotive leadership: Former CEO of Webasto and Audi; long tenure at Mercedes‑Benz Group AG .
- Governance: Extensive supervisory/advisory board experience in Europe (Webasto, Wacker Chemie, Schaeffler, Brose) .
- Education: MBA‑equivalent in Business Administration, University of Regensburg (Germany) .
- Board role fit: NCGC member with focus on board composition, governance guidelines, and sustainability oversight via NCGC mandate .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As‑of Date / Notes |
|---|---|---|---|
| Franz‑Josef Kortüm | 12,777 | <1% | As of Mar 12, 2025; based on 77,721,831 shares outstanding; includes RSUs/PSUs that vested Feb 21, 2025 |
Ownership alignment mechanisms:
- Non‑employee director stock ownership guideline of 5x cash retainer; all pre‑2020 directors have achieved (Kortüm elected 2014) .
- Policy prohibits hedging, short‑selling, and pledging of Autoliv securities by non‑employee directors .
Governance Assessment
- Strengths: Independent director with deep automotive operating and governance experience; consistent attendance (≥80%); alignment via robust stock ownership guidelines and hedging/pledging prohibitions; serves on NCGC which oversees governance and sustainability; Board‑wide say‑on‑pay support has been strong (97.0%/97.1%/97.6% in 2024/2023/2022), indicating shareholder confidence in compensation governance .
- Watch items: Long tenure and extensive industry network require ongoing monitoring for potential related‑party exposure (e.g., Brose advisory role), though any such transactions are subject to Audit & Risk Committee pre‑approval under the Related Person Transactions Policy .
- Overall: Kortüm’s profile supports board effectiveness on governance matters; compensation mix for directors (cash + time‑vested RSUs) and ownership guidelines provide meaningful, though time‑based, alignment; independence and policy framework mitigate key conflicts risks .