Kevin Fox
AUTOLIVAbout Kevin Fox
Kevin Fox, age 57, has served as President, Autoliv Americas since June 2020; he holds an MBA from Utah State University and a B.S. in Manufacturing Engineering from Oregon State University . During 2024 Autoliv’s Adjusted Operating Income was $1,007 million (109% of 2023), and the company’s 2024 TSR value in the Pay vs. Performance table implies $125 on an initial $100 (context for performance-linked pay outcomes) . Autoliv’s 2024 PSU framework tied 60% weighting to EPS, 25% to Relative Organic Sales Growth, and 15% to GHG emissions, reinforcing pay-for-performance alignment for Fox and other NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Autoliv | President, Autoliv Americas | 2020–present | Leads Americas regional strategy and operations |
| Autoliv | Vice President, Operations – South America | 2018–2020 | Oversaw South America operations and execution |
| Autoliv Automotive Safety Products | Managing Director/Plant Manager | 2016–2018 | Plant leadership and performance delivery |
| Autoliv (ITO facility) | Plant Manager | 2011–2016 | Plant operations leadership |
External Roles
No public company directorships or external roles are disclosed for Mr. Fox in the latest proxy .
Fixed Compensation
Multi-year compensation (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $509,850 | $530,244 | $604,478 |
| Annual Bonus ($) | $215,667 | $434,800 | $459,403 |
| Stock Awards ($, FASB ASC 718) | $151,061 | $204,583 | $302,215 |
| All Other Compensation ($) | $95,089 | $102,019 | $109,855 |
| Total ($) | $971,667 | $1,347,446 | $1,475,951 |
Annual incentive opportunity and outcomes (2024):
- Target annual bonus opportunity as % of salary: 50% for Kevin Fox .
- 2024 annual incentive design: 50% Adjusted Operating Income, 50% Adjusted Cash Conversion .
- 2024 results and payout: Adjusted Operating Income $1,007 million (109% of 2023); Adjusted Cash Conversion 85%; payout 152% of target for executives outside Europe; Fox’s actual bonus $459,403 .
Performance Compensation
LTI structure and metrics:
- LTI mix for executives (ex-CEO): 75% PSUs, 25% RSUs; CEO at 100% PSUs; minimum 3-year vesting for RSUs/PSUs .
- 2024 LTI target value (Fox): $400,000 (company’s consideration of full grant value) .
- PSU metrics/weights since 2022: EPS (60%), Relative Organic Sales Growth (25%), GHG Emissions (15%) with one-year performance tranches that cliff vest after three years (e.g., 2024 tranche vests in Q1 2027) .
PSU performance outcomes (company-wide):
| PSU Tranche | Metric Highlights | Total Outcome |
|---|---|---|
| 2022 (Tranche A) | Adj. EPS 4.40; Organic Sales vs. LVP +6.6%; GHG 430 Kt | 68% |
| 2023 (Tranche B) | Adj. EPS 8.19; Organic Sales vs. LVP +8.8%; GHG 358 Kt | 191% |
| 2024 (Tranche C) | Adj. EPS 8.32; Organic Sales vs. LVP +1.6%; GHG 306 Kt | 109% |
Vesting and 2024 realizations:
| 2024 Vest/Exercises | Quantity | Value |
|---|---|---|
| Stock awards vested (RSU/PSU shares acquired) | 2,108 | $235,000 |
| Options exercised | 200 | $3,398 |
Outstanding equity (as of 12/31/2024, selected for Kevin Fox):
| Grant Year | Grant Date | Unvested RSUs (#) | Market Value ($) | Unearned PSUs (#) | Payout Value ($) | Vesting Notes |
|---|---|---|---|---|---|---|
| 2024 | Feb 20, 2024 | 1,924 | $180,452 | 1,842 | $172,761 | 2024 Tranche A earned; B/C subject to 2025/2026 goals; vest Q1 2027 |
| 2023 | Feb 15, 2023 | 2,351 | $220,500 | 587 | $55,055 | 2023 A/B earned; vest Q1 2026 |
| 2022 | Feb 21, 2022 | 2,577 | $241,697 | 0 | $0 | 2022 PSUs earned; vest FY25 schedule |
Notes: RSUs/PSUs include dividend equivalents through 12/31/2024; 12/31/2024 close $93.79 used for values .
Equity Ownership & Alignment
- Beneficial ownership (as of Mar 12, 2025): Kevin Fox 4,457 shares; <1% of shares outstanding; includes RSUs/PSUs that vested on Feb 21, 2025 .
- Stock ownership guidelines: CEO 2x salary; other executive officers (incl. Fox) 1x salary; must retain 75% of net shares until compliant .
- Hedging/pledging: Company policy prohibits hedging, short-selling, and pledging by executive officers and directors .
- Clawback: NYSE-compliant recoupment for restatements; broader discretionary clawback for harmful conduct (e.g., fraud, policy violations) .
Ownership snapshot:
| Item | Detail |
|---|---|
| Shares beneficially owned | 4,457 (<1%) |
| Ownership guideline | 1x base salary for executive officers |
| Retention until guideline met | 75% of net shares from RSU settlements |
| Hedging/Pledging | Prohibited |
Employment Terms
Severance and change-in-control (CIC) economics (estimated values; trigger assumed 12/31/2024; USD):
| Scenario | Cash Severance | Notice Period Comp (salary/bonus) | Non-Compete Salary Differential | Benefits | Equity Vesting | Company Car | Total |
|---|---|---|---|---|---|---|---|
| Voluntary resignation (no good reason) | $0 | $302,239 | $362,687 | $39,629 | $241,697 | $15,299 | $961,550 |
| Terminated without cause/Resignation for good reason | $906,717 | $302,239 | $0 | $39,629 | $241,697 | $15,299 | $1,505,580 |
| For cause | $0 | $0 | $362,687 | $0 | $0 | $0 | $362,687 |
| CIC (standalone) | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
| CIC + qualifying termination (double-trigger) | $906,717 | $302,239 | $0 | $39,629 | $870,465 | $15,299 | $2,134,348 |
| Death/Retirement | — | — | — | — | $870,465 | — | $870,465 |
CIC acceleration since 2019 follows a double-trigger if awards are assumed by a public surviving entity; otherwise single-trigger acceleration applies (legacy plan terms also described) . No 280G tax gross-up; CIC-related benefits are subject to double-trigger provisions .
Deferred compensation and pension:
| Plan | 2024 Executive Contributions | 2024 Company Contributions | 2024 Aggregate Earnings | 12/31/2024 Aggregate Balance | Present Value of Accrued Benefit | Years of Credited Service |
|---|---|---|---|---|---|---|
| Non-Qualified Retirement Plan | $90,671.62 | $33,850.70 | $44,873.81 | $551,503.35 | — | — |
| Autoliv ASP, Inc. Pension Plan | — | — | — | — | $531,000 | 28 |
| Excess Pension Plan | — | — | — | — | $90,000 | 28 |
Other 2024 “All Other Compensation” for Fox totaled $109,855, including perquisites of $49,440 and company contributions to defined contribution plans of $60,415 .
Performance & Track Record (company context)
- Pay vs. Performance (company-wide): 2024 TSR value $125 (vs. $143 in 2023); 2024 Net Income $648m; 2024 Adjusted Operating Income $1,007m .
- Annual incentive metrics emphasize cash generation and profitability; 2024 payout outside Europe: 152% of target .
- PSU outcomes: 2022 tranche 68%, 2023 tranche 191%, 2024 tranche 109% (EPS, Relative Organic Sales Growth, GHG metrics) .
Insider Activity and Vesting Overhang
- Form 4 filings for Kevin Fox in 2025: March 26, 2025 and June 12, 2025 (Autoliv issuer; transactions reflect equity events) .
- Additional Form 4 filed September 24, 2025 lists position “President, Autoliv Americas” and details RSU-related activity .
- 2024 vest/exercise: 2,108 shares acquired on vesting ($235,000) and 200 options exercised ($3,398) .
- Upcoming vesting windows: 2023 PSUs vest Q1 2026; 2024 PSUs vest Q1 2027 (subject to service), which can create periodic tax-withholding sales around vest dates .
Governance, Controls, and Shareholder Feedback
- Stock ownership guidelines (1x salary for execs) and mandatory 75% net-share retention until compliant; hedging/short-selling/pledging prohibited .
- Clawback policy compliant with NYSE restatement rules and broader harmful conduct provisions .
- Say-on-Pay support was ~97.0% in 2024, 97.1% in 2023, and 97.6% in 2022 .
- Independent LDCC, use of independent consultant (Meridian), no option repricing, no new stock options since 2015 .
Investment Implications
- Alignment: High at-risk pay through PSUs/RSUs with three-year vesting and performance metrics tied to EPS, growth versus LVP, and GHG reductions; 2024 NEO bonus paid at 152% of target reflects delivery on AOI and cash conversion .
- Retention/overhang: Material unvested RSU/PSU balances (e.g., 2023 tranches vest Q1 2026; 2024 tranches vest Q1 2027) and meaningful deferred/pension balances support retention yet create episodic selling needs for tax withholding at vesting .
- Change-in-control risk: Double-trigger equity acceleration and severance (~$2.13m estimated for Fox on CIC+termination) indicate protection in strategic events without shareholder-unfriendly gross-ups .
- Trading signals: Regular February/March vesting cadence and documented Form 4 activity signal potential seasonal liquidity around vest dates; 2024 option exercise and 2025 filings corroborate ongoing equity activity .
- Governance quality: Strong say-on-pay results and prohibitions on hedging/pledging reduce governance red flags; clawback scope extends beyond minimum standards .