Gustav Lundgren
AUTOLIVAbout Gustav Lundgren
Gustav Lundgren, age 43, has served as an independent director of Autoliv since August 2022 and is a Partner at Cevian Capital, which he joined in 2006; he holds a Master of Science in Economics and Business Administration from the Stockholm School of Economics . He is a member of Autoliv’s Audit and Risk Committee (ARC), was nominated pursuant to a Cooperation Agreement with Cevian, and must offer his resignation if Cevian’s ownership falls below 8% of outstanding shares; he met the Company’s attendance expectation (≥80% of Board and committee meetings in 2024) . The Board has determined he is independent under NYSE and SEC rules, and ARC is composed solely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cevian Capital | Partner | 2006–present | Activist investor; because of his relationship, Cevian may be deemed an affiliate of Autoliv |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No current public company boards (0) per Autoliv nominee table |
Board Governance
- Committee assignments: Audit and Risk Committee member (ARC chaired by Ted Senko; ARC met eight times in 2024) .
- Independence: Board determined Lundgren is independent; all committee members qualify as independent under NYSE/SEC rules .
- Attendance & engagement: Each nominee attended ≥80% of applicable Board and committee meetings in 2024; the Board met 4 times with 4 executive sessions of independent directors .
- Executive sessions: Independent directors meet in executive session at least four times per year; four sessions occurred after each Board meeting in 2024 .
- Special committee: Served on Funding Committee in 2024 (no compensation), which was dissolved in Feb 2025; EMTN remit moved to ARC .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 140,833 | Cash portion of Board/committee service (policy sets base cash retainer $132,500 and ARC member $10,000; figures reflect FX/proration) |
| Stock awards (RSUs grant-date fair value) | 152,500 | RSUs granted prospectively; vest on May 8, 2025, subject to continued service (or one-year anniversary) |
| Total | 293,333 | Mix ≈ 48% cash / 52% equity (derived from reported amounts) |
| Director stock ownership guideline | — | Must hold company stock/SDRs equal to 5x cash component of annual Board retainer; six years to comply |
| Hedging/pledging policy | — | Company policy prohibits hedging, short-selling, and pledging by directors |
| Deferrals | — | No director elected to defer equity compensation in 2024 |
Performance Compensation
- Autoliv does not use performance-based equity for non-employee directors; annual director equity is RSUs that vest time-based on the next annual meeting or one-year anniversary (no performance metrics) .
| Equity Grant Type | Grant Date | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|
| RSUs (annual director grant) | 2024 annual meeting cycle | May 8, 2025 (or one-year anniversary) | 152,500 |
Other Directorships & Interlocks
- Other current public company boards: 0 .
- Cooperation agreement interlock: Lundgren’s nomination is conditioned on Cevian owning ≥8% of Autoliv; must offer resignation if Cevian falls below 8% .
- Standstill restrictions on Cevian (mitigates activism/conflict): capped ownership at 19.9%, no proxy solicitation, no director nominations, no stockholder proposals, and limitations on extraordinary transaction proposals during the Standstill Period (with specified termination triggers) .
Expertise & Qualifications
- Financial/investment expertise from Cevian’s large-cap industrial portfolio; Board cites his “financial expertise” and exposure to global industrials via investment research/management .
- Education: M.Sc. in Economics & Business Administration, Stockholm School of Economics .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Gustav Lundgren | 2,132 | <1% (asterisk per table) |
Notes: Beneficial ownership table based on 77,721,831 shares outstanding as of Feb 28, 2025; includes RSUs/PSUs that vested Feb 21, 2025 where applicable .
Insider Trades (Form 4 filings)
| Filing Date | Period of Report | Description |
|---|---|---|
| May 12, 2025 | May 8, 2025 | Form 4 filed for Lundgren; MarketBeat lists Form 4 link for ALV (Autoliv) on this date |
| June 11, 2025 | — | Form 4 filed for Lundgren; MarketBeat lists link; multiple director Form 4s same day |
| Sept 24, 2025 | Sept 23, 2025 | Form 4 filed; SEC submission notes RSUs (“each RSU represents a contingent right to receive one share of ALV common stock”) |
Note: Links above point to SEC/aggregator indices of Lundgren’s Form 4 filings for Autoliv; specific share counts and prices are disclosed within the linked Form 4 documents.
Governance Assessment
- Strengths: Independent director on ARC with robust risk, compliance, and cybersecurity oversight; ARC met eight times and includes quarterly cyber updates; Board held four executive sessions of independent directors in 2024 .
- Alignment: Director pay mix is majority equity by policy; RSUs vest on a one-year cycle; stock ownership guideline requires 5x cash retainer; policy bans hedging/pledging, supporting alignment with shareholders .
- Shareholder protections: Cooperation Agreement imposes standstill on Cevian (ownership cap, proxy/nomination constraints), and requires Lundgren’s resignation proposal if ownership falls below 8%, mitigating potential conflicts from sponsor involvement .
- RED FLAG/Potential conflict: Autoliv notes that “because of Mr. Lundgren’s relationship with Cevian, Cevian may be deemed to be an affiliate of the Company”; continued nomination is contingent on Cevian’s ≥8% stake, creating perceived sponsor influence on board composition .
- Engagement: Lundgren met the ≥80% attendance threshold; Board and ARC activity indicate high governance cadence (Board 4 meetings; ARC 8), supporting oversight effectiveness .