Frédéric Lissalde
AUTOLIVAbout Frédéric Lissalde
Frédéric Lissalde (age 57) has served on Autoliv’s Board since December 2020; he is an independent director, Chair of the Leadership Development and Compensation Committee (LDCC), and a member of the Nominating and Corporate Governance Committee (NCGC) . He was President and CEO, and a director of BorgWarner Inc. from August 2018 through February 2025, and became Chairman of Soitec (semiconductor materials) in March 2025 after joining its board in July 2024; he holds a Master’s of Engineering from ENSAM (Paris) and an MBA from HEC Paris, with executive coursework at INSEAD, Harvard, and MIT . In 2024 each director attended at least 80% of applicable Board and committee meetings; the Board met four times with independent director executive sessions after each meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BorgWarner Inc. | President, CEO and Board Director | Aug 2018 – Feb 2025 | Led global tier-1 automotive supplier; prior roles included EVP & COO and President/GM of BorgWarner Turbo Systems (operational, strategic, compensation oversight experience) |
| Valeo | Various positions | Prior to BorgWarner (dates not specified) | Functional roles across geographies (UK, Japan, France), deep automotive supply experience |
| ZF | Various positions | Prior to BorgWarner (dates not specified) | Functional roles across UK, Japan, France, strengthening manufacturing and operations expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Soitec (Euronext Paris) | Chairman of the Board | Mar 2025 – present | Board leadership of semiconductor materials company; technology, supply-chain and governance exposure |
| Soitec | Board Director | Jul 2024 – Mar 2025 | Non-executive director prior to chair appointment |
Board Governance
- Independence and Attendance: Independent under NYSE/SEC/SOX rules; at least 80% attendance in 2024 .
- Committee Assignments:
- LDCC: Chair; members include Leif Johansson, Xiaozhi Liu, Martin Lundstedt; met 4 times in 2024 .
- NCGC: Member; chaired by Leif Johansson; met 4 times in 2024 .
- Board Activity: 4 Board meetings; independent director executive sessions after each meeting .
- Leadership Structure: Independent non-CEO Chairman (Jan Carlson) .
- Compensation Committee Interlocks: None; LDCC comprised exclusively of independent directors; no interlocks exist .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Leadership Development & Compensation (LDCC) | Chair | 4 |
| Nominating & Corporate Governance (NCGC) | Member | 4 |
| Board of Directors | Director (Independent) | 4 |
Fixed Compensation
| Component (2024 Calendar Year) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $165,833 |
| Stock Awards (RSUs grant date fair value) | $152,500 |
| Total | $318,333 |
Policy structure for the non-employee director service year (updated May 2024):
- Annual base retainer: $132,500 cash + $152,500 RSUs (grant date value) .
- Chair/Membership fees applicable to Lissalde’s roles: LDCC Chair $20,000 cash; NCGC member $7,500 cash .
- RSU vesting: vests at next annual meeting or one-year anniversary, subject to continued service .
- Director stock ownership guideline: 5x cash component of annual Board retainer; 6 years to reach target .
- Deferral elections: none of the directors deferred equity compensation in 2024 .
Performance Compensation
While non-employee director equity (RSUs) is time-based, Lissalde’s governance impact is best assessed through the performance structures he oversees as LDCC Chair:
| Annual Non-Equity Incentive Metrics (Executives) | Definition | 2024 Outcome |
|---|---|---|
| Adjusted Operating Income (50% weight) | EBIT adjusted for antitrust and restructuring costs | $1,007m; 109% of 2023 (drove 152% payout for non-Europe execs) |
| Adjusted Cash Conversion (50% weight) | FCF (OpCF – Capex, net) / Net Income, adjusted | 85% (contributed to 152% payout) |
| Division Europe Adjusted OI (EU execs) | Division OI adjusted as defined | $161.1m; EU execs earned 153% of target |
Multi-year LTI PSUs (Executives) – weights and outcomes (three one-year tranches for 2022–2024; cliff vesting in Q1 2027):
| Tranche (Performance Year) | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| EPS (2022) | 60% | $4.0 | $6.0 | $8.0 | $4.4 | 20% |
| Rel. Organic Sales Growth vs LVP (2022) | 25% | 0pp | 4pp | 8pp | 6.6pp | 165% |
| GHG Emissions (2022) | 15% | 451 | 430 | 409 | 430 | 100% |
| Final Payout (2022) | — | — | — | — | — | 68% |
| EPS (2023) | 60% | $4.0 | $6.0 | $8.0 | $8.19 | 200% |
| Rel. Organic Sales Growth (2023) | 25% | 0pp | 4pp | 8pp | 8pp | 200% |
| GHG Emissions (2023) | 15% | 410 | 373 | 336 | 358 | 140.5% |
| Final Payout (2023) | — | — | — | — | — | 191% |
| EPS (2024) | 60% | $6.0 | $8.0 | $10.0 | $8.32 | 116% |
| Rel. Organic Sales Growth (2024) | 25% | 0pp | 4pp | 8pp | 1.6pp | 40% |
| GHG Emissions (2024) | 15% | 372 | 338 | 304 | 306 | 194.1% |
| Final Payout (2024) | — | — | — | — | — | 109% |
Program safeguards:
- No stock options granted since 2015; repricing prohibited without shareholder approval .
- Double-trigger equity acceleration on change-in-control; robust clawback exceeding NYSE minimums; no §280G tax gross-ups .
Historical annual non-equity incentive payout (% of target) – executives (oldest to newest):
| Year | Payout % of Target |
|---|---|
| 2020 | 100% |
| 2021 | 166% |
| 2022 | 94% |
| 2023 | 164% (105% Europe Division) |
| 2024 | 152% (153% Europe Division) |
Other Directorships & Interlocks
| Company | Relationship | Interlock/Conflict Notes |
|---|---|---|
| Soitec | Chairman (since Mar 2025) and Director (since Jul 2024) | Technology materials; no related person transactions disclosed in proxy; standard independence affirmed for ALV Board overall |
| BorgWarner Inc. | CEO and Director (Aug 2018–Feb 2025) | Past role at automotive supplier; LDCC interlocks explicitly none; committee fully independent |
- Committee Interlocks: None exist per LDCC report; committee comprised of independent directors .
- Related Person Transactions: Audit & Risk Committee pre-approves any such transactions; policy detailed; no specific related transactions disclosed for Lissalde in reviewed sections .
Expertise & Qualifications
- Deep global automotive leadership (OEM/Tier-1 supplier experience across UK, Japan, France) .
- Manufacturing and operations management; international business leadership .
- Governance and compensation oversight experience as LDCC Chair .
- Education: Master’s of Engineering (ENSAM), MBA (HEC Paris); executive coursework at INSEAD, Harvard, MIT .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Frédéric Lissalde | 5,852 | <1% |
Alignment and policies:
- Director stock ownership guideline: 5x cash portion of annual retainer; 6-year compliance window .
- Policy prohibitions: Hedging, short-selling, and pledging by directors and executive officers .
- RSUs for directors: Granted at annual meeting; vest by next annual meeting/one-year anniversary .
Governance Assessment
- Strengths: Independent director; LDCC Chair with clear performance-linked incentive frameworks (EPS, relative sales growth vs LVP, GHG) driving accountability; robust clawback; no options or repricing; strong say-on-pay support (~97% in 2024) indicating shareholder confidence in compensation governance . Board and committees conduct annual evaluations; independent executive sessions .
- Potential Watch Items: Time commitments given Soitec chairmanship and prior BorgWarner CEO role transition (Feb 2025); monitor for any future related-party transactions per policy; confirm continued high meeting attendance and engagement (≥80% in 2024 baseline) .
- Independence/Conflicts: Board formally determined independence (all nominees but CEO); LDCC has no interlocks; Audit & Risk Committee oversees related-party transactions; policy against hedging/pledging mitigates alignment risks .
Overall signal: As LDCC Chair, Lissalde’s governance posture emphasizes pay-for-performance and risk safeguards, supporting investor confidence in Autoliv’s compensation oversight and board effectiveness .