Laurie Brlas
AUTOLIVAbout Laurie Brlas
Independent director of Autoliv since August 1, 2020; age 67. Currently serves on the Audit and Risk Committee (ARC) and the Nominating and Corporate Governance Committee (NCGC); designated by the Board as an SEC “audit committee financial expert.” Prior roles include EVP & CFO at Newmont (2013–Oct 2016), CFO then EVP & President, Global Operations at Cliffs Natural Resources (2006–2013), CFO at STERIS (2000–2006), and senior finance roles at OfficeMax culminating as SVP & Corporate Controller (1995–2000). Current public boards: Albemarle Corporation and Graphic Packaging Holding Company; prior boards include Constellation Energy (Jan 2022–Jan 2025), Exelon (2018–Jan 2022), Perrigo (2003–2019), and Calpine (2016–2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newmont Mining Corporation | EVP & Chief Financial Officer | 2013–Oct 2016 | Led finance and sustainability-focused enterprise; retired Dec 2016 |
| Cliffs Natural Resources | CFO; later EVP & President, Global Operations | 2006–2013 | Finance leadership; global operations oversight |
| STERIS Corporation | Senior VP & Chief Financial Officer | 2000–2006 | Corporate finance leadership |
| OfficeMax, Inc. | Various finance roles; SVP & Corporate Controller | 1995–2000 | Corporate controller responsibilities |
External Roles
| Company | Role | Tenure |
|---|---|---|
| Albemarle Corporation | Director | Current |
| Graphic Packaging Holding Company | Director | Current |
| Constellation Energy Corporation | Director | Jan 2022–Jan 2025 (joined after Exelon spinoff) |
| Exelon Corporation | Director | 2018–Jan 2022 |
| Perrigo Company PLC | Director | 2003–May 2019 |
| Calpine Corporation | Director | 2016–2018 |
Board Governance
- Independence: Board determined Ms. Brlas is independent under NYSE/SEC rules; 10 of 11 nominees are independent .
- Committee membership (2025): ARC (member), NCGC (member); ARC chaired by Ted Senko; NCGC chaired by Leif Johansson .
- Audit financial expertise: Board determined Ms. Brlas is an “audit committee financial expert” .
- Meetings/attendance: Board met 4 times in 2024; ARC met 8 times; NCGC met 4 times; each nominee attended ≥80% of applicable meetings .
- Executive sessions: independent directors met in executive session at least 4 times in 2024 .
- Lead Independent Director: none appointed for the 2024–2025 service year .
| Governance Activity (FY 2024) | Metric |
|---|---|
| Board meetings | 4 |
| ARC meetings | 8 |
| NCGC meetings | 4 |
| Ms. Brlas attendance | ≥80% (each nominee) |
| 2025 Director Election (Ms. Brlas) | Votes For | Votes Withheld |
|---|---|---|
| Autoliv Annual Meeting (May 8, 2025) | 58,795,830 | 1,981,526 |
Fixed Compensation
- Structure: Annual base retainer paid in cash and RSUs; RSUs granted on annual meeting date; vest on the earlier of next annual meeting or one-year anniversary. Committee chair/member supplemental retainers. Semi-annual payments; deferral election available (no director deferred equity in 2024). Director stock ownership guideline: hold shares equal to 5× the cash component of the annual Board retainer; 6 years to reach target; anti-hedging/short-selling/pledging policy applies to directors .
| Non-Employee Director Compensation Schedule (effective May 2024) | Cash | RSUs (Grant-Date Value) |
|---|---|---|
| Base retainer (all directors) | $132,500 | $152,500 |
| Chairman supplemental retainer | $90,000 | $90,000 |
| ARC Chair | $30,000 | — |
| LDCC Chair | $20,000 | — |
| NCGC Chair | $20,000 | — |
| ARC Member | $10,000 | — |
| LDCC Member | $7,500 | — |
| NCGC Member | $7,500 | — |
| Ms. Brlas – Non-Employee Director Compensation | 2023 (older) | 2024 (newer) |
|---|---|---|
| Fees earned or paid in cash ($) | $139,167 | $148,333 |
| Stock awards ($) | $147,500 | $152,500 |
| Total ($) | $286,667 | $300,833 |
Performance Compensation
- Directors do not receive performance-based bonuses or PSUs; equity compensation is time-vested RSUs that vest within one year (next annual meeting or one-year anniversary). Directors may elect deferral into the 2004 Non-Employee Director Stock-Related Compensation Plan (none deferred equity in 2024). Ownership guideline: 5× cash retainer; 6-year compliance window (pre-2020 directors have achieved guideline). Policy prohibits hedging, short-selling, and pledging of Autoliv securities .
Other Directorships & Interlocks
- Current public boards: Albemarle; Graphic Packaging .
- Committee interlocks: LDCC is composed solely of independent directors; company disclosed no compensation committee interlocks or insider participation (none exist) .
- Related-party oversight: ARC reviews and must pre-approve related person transactions under the company’s policy .
Expertise & Qualifications
- Deep finance and operating experience as CFO (Newmont; Cliffs) and finance leadership (STERIS; OfficeMax). SEC-defined audit committee financial expert; strengthens ARC oversight of financial reporting, internal controls, and cybersecurity disclosure processes .
- Board skills matrix credits Ms. Brlas with Finance/Accounting, Corporate Governance/Sustainability, Strategic Leadership, International Business, and Operations experience .
Equity Ownership
| Beneficial Ownership (Common Stock) | 2024 (older snapshot) | 2025 (newer snapshot) |
|---|---|---|
| Shares beneficially owned | 5,242 | 6,964 |
| Percent of total | <1% | <1% |
- Stock ownership guideline for directors: hold shares equal to 5× the cash component of annual Board retainer; compliance window is 6 years after appointment. Pre-2020 directors have achieved guidelines; others have 6 years to meet targets .
- Policy prohibits hedging/short-selling/pledging of Autoliv securities by directors .
Say-on-Pay & Shareholder Feedback
| Say-on-Pay Outcome | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Approval (%) | 97.6% | 97.1% | 97.0% | — |
| Votes For (#) | — | — | — | 58,588,507 |
| Votes Against (#) | — | — | — | 1,370,043 |
| Abstentions (#) | — | — | — | 818,806 |
Governance Assessment
- Independence and expertise: Independent status and ARC financial expert designation bolster investor confidence in oversight of financial reporting and risk (including cybersecurity) .
- Engagement: Multi-committee service (ARC, NCGC) with ≥80% attendance; ARC met 8× and NCGC 4× in 2024, indicating active governance cadence .
- Alignment: Time-vested RSUs and robust director ownership guidelines (5× cash retainer) support alignment; beneficial ownership increased year-over-year; company prohibits hedging/pledging .
- Shareholder signals: Strong historical say-on-pay approvals and solid 2025 vote counts; annual director elections with substantial support for Ms. Brlas in 2025 .
- Conflicts/related-party exposure: ARC pre-approves related person transactions; no compensation committee interlocks disclosed; Board reaffirmed independence for all nominees except the CEO .
RED FLAGS: None disclosed specific to Ms. Brlas in the reviewed filings. Ongoing monitoring recommended for external board load and any future related-party transactions; company policies (anti-hedging/pledging, related-person review) mitigate risk .