Jan Carlson
AUTOLIVAbout Jan Carlson
Jan Carlson (age 64) is Autoliv’s independent, non‑employee Chairman of the Board, serving as a director since 2007 and Chairman since May 2014; he previously served as Autoliv President & CEO (2007–June 29, 2018) and led the spin‑off of Veoneer, where he served as President & CEO and Chairman until its sale in April 2022 . He currently chairs Ericsson’s board (director since February 2017; Chairman since April 2023) and sits on AB Volvo’s board (since April 2022); he holds an M.Sc. in Physics and Electrical Engineering from Linköping University and is an Honorary Doctor at its Technical Faculty . Autoliv’s board has determined Carlson to be independent under NYSE and SEC rules; 10 of 11 nominees are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autoliv, Inc. | Chairman of the Board | May 2014–present | Independent non‑CEO Chairman; leads Board agenda and strategy oversight . |
| Autoliv, Inc. | President & CEO; Director | Apr 1, 2007–Jun 29, 2018; Director since 2007 | Led operations; directed spin‑off of Veoneer (completed Jun 29, 2018) . |
| Veoneer, Inc. | President & CEO; Chairman | Jun 29, 2018–Apr 2022 | Led company post‑spin until sale in Apr 2022 . |
| Saab Combitech | President | Pre‑1999 | Commercialized military technologies; engineering leadership . |
| BorgWarner Inc. | Director | Jul 2010–May 2020 | Automotive supplier governance experience . |
| Trelleborg AB | Director | 2013–2017 | Industrial governance experience . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Ericsson (Telefonaktiebolaget LM Ericsson) | Chairman; Director | Chairman since Apr 2023; Director since Feb 2017 | Global telecom leadership; governance oversight . |
| AB Volvo | Director | Apr 2022 | Major commercial vehicle OEM; Autoliv is a supplier to Volvo Group (interlock risk watchpoint) . |
Board Governance
- Independence: Board determined Carlson is independent; 10/11 nominees independent; committees made up entirely of independent directors .
- Leadership: Board has an independent, non‑CEO Chairman; Board believes Carlson’s company familiarity supports effective strategy oversight .
- Attendance & engagement: Board met 4 times in 2024; all directors attended at least 80% of Board and committee meetings; policy expects directors to attend the Annual Meeting and all did in 2024; independent directors held four executive sessions .
- Committees: Carlson does not serve on standing committees; Audit & Risk, LDCC, and NCGC are fully independent with designated chairs .
- Investor confidence signals: Prior say‑on‑pay support ~97% in 2024/2023/2022; LDCC uses independent consultant (Meridian) and prohibits option repricing; strong clawback and anti‑hedging/pledging policies .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $219,167 | Cash retainer and Chairman supplement, paid semi‑annually; converted to local currency as applicable . |
| Stock Awards (RSUs) | $242,500 | Grant‑date fair value; RSUs vest on May 8, 2025, subject to continued service . |
| Total | $461,667 | Director compensation in calendar 2024 . |
Director Compensation Policy (effective May 2024):
- Annual base retainer: $132,500 cash + $152,500 RSUs; Non‑Employee Chairman supplemental: $90,000 cash + $90,000 RSUs; committee chair/member fees per policy; RSUs granted at annual meeting and vest at next annual meeting or one year, whichever sooner .
- Stock ownership guidelines: Non‑employee directors must hold 5× cash component of board retainer; Chairman must hold 5× cash component of board retainer plus Chairman supplement; all non‑employee directors elected before 2020 have achieved the guideline .
- Deferrals: No directors elected to defer equity compensation in 2024 under the 2004 Non‑Employee Director Stock‑Related Compensation Plan .
Performance Compensation
- Non‑employee director equity awards are time‑based RSUs; no performance‑conditioned PSUs are granted to directors. RSUs vest at the earlier of next annual meeting or one year from grant; dividend equivalents accrue and vest on the same schedule .
- Company equity governance: No stock options outstanding since 2015; equity plan prohibits option repricing without stockholder approval; double‑trigger acceleration policy applies to employee equity upon qualifying change‑in‑control when awards are assumed .
Other Directorships & Interlocks
| Company | Relationship to Autoliv | Interlock/Conflict Considerations |
|---|---|---|
| AB Volvo | Customer: Autoliv supplies The Volvo Group | Carlson sits on AB Volvo’s board; proxy explicitly assessed independence for Volvo Group’s CEO (Lundstedt) and found transactions below materiality thresholds; no specific independence impairment disclosed for Carlson. Monitor for related‑party exposure and recusal practices . |
| Ericsson | None disclosed | Chair role; large global issuer; no Autoliv transactional relationship disclosed . |
Expertise & Qualifications
- Engineering/technology leadership and engineered product development (Saab Combitech; Autoliv/Veoneer); extensive public company leadership and strategic oversight experience .
- Board skills matrix identifies Carlson across strategic leadership, automotive industry, manufacturing/operations, international business, corporate governance/sustainability, digital/technology/AI/cyber, engineered product development, and finance/accounting competencies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jan Carlson | 77,493 | <1% | Includes RSUs/PSUs that vested Feb 21, 2025; ownership table as of Mar 12, 2025 . |
Ownership alignment and risk controls:
- Non‑employee director ownership guideline achieved for pre‑2020 appointees (Carlson qualifies) .
- Company policy prohibits hedging, short‑selling, and pledging of Autoliv securities by directors .
Governance Assessment
- Positives: Independent non‑CEO Chairman; high board independence (10/11 nominees); strong attendance and executive sessions; robust director ownership guidelines; say‑on‑pay ~97% support; independent compensation oversight and clawback policy; prohibition on hedging/pledging .
- Watchpoints/RED FLAGS to monitor: Interlock with AB Volvo (major OEM customer) via Carlson’s board seat—ensure continued compliance with related‑party thresholds and recusal protocols; committee non‑membership by Chairman can reduce direct committee‑level oversight but is mitigated by independent committee chairs and reporting .
- No related‑party transactions involving Carlson were disclosed; the Audit & Risk Committee pre‑approves all related‑person transactions per policy .