Martin Lundstedt
AUTOLIVAbout Martin Lundstedt
Martin Lundstedt, age 57, has served on Autoliv’s Board since May 2021 and is currently a member of the Leadership Development & Compensation Committee (LDCC). He is President of AB Volvo and Chief Executive Officer of the Volvo Group (since October 2015), and previously served as President & CEO of Scania (2012–2015); he holds an M.Sc. from Chalmers University of Technology (Gothenburg, Sweden). The Board has determined that he is an independent director. (Director bio, age, tenure, LDCC: ; independence determination: )
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Volvo Group / AB Volvo | President & Chief Executive Officer; member of Group Executive Board | Oct 2015–present | Global commercial vehicle leadership; automotive industry expertise |
| Scania AB | Various roles; President & Chief Executive Officer | 1992–2015; CEO 2012–2015 | Deep OEM/operations experience |
| UN Secretary‑General’s High‑Level Advisory Group on Sustainable Transport | Co‑Chair | 2015–2016 | Sustainability & transport policy engagement |
External Roles
| Organization | Type | Role | Status/Timing | Notes |
|---|---|---|---|---|
| Permobil Holding AB | Private company | Chairman of the Board | Current | Advanced medical technology focus |
| Industrikraft i Sverige AB | Private (public policy org.) | Board Member | Since 2024 | Energy/policy exposure |
| ACEA Commercial Vehicle Board | Industry association | Member | Current | European automotive policy voice |
| Confederation of Swedish Enterprise | Business confederation | Board Member | Current | National enterprise advocacy |
| ICC Sweden | Business chamber | Board Member | Current | International commerce network |
| Royal Swedish Academy of Engineering Sciences (IVA) | Academy | Member | Current | Engineering/innovation community |
| European Round Table of Industry (ERT) | Industry forum | Member | Current | Pan‑EU industrial strategy |
| Other current public company boards (count) | — | — | 1 (per proxy count) | Count shown in proxy nominee table |
Board Governance
- Committee assignments: Member, Leadership Development & Compensation Committee (LDCC). LDCC met 4 times in 2024. (Assignments/counts: )
- Independence: Board reviewed Autoliv’s supplier relationship with The Volvo Group (where Lundstedt is CEO) and determined Lundstedt remains independent; amounts received from The Volvo Group did not exceed the greater of $1 million or 2% of The Volvo Group’s consolidated gross revenues. (Independence detail: )
- Attendance and engagement: Board met 4 times in 2024; all directors participated in at least 80% of Board and committee meetings; independent directors held 4 executive sessions. (Attendance/executive sessions: ; 80%+ nominee attendance disclosure: )
- Board structure and leadership: No Lead Independent Director was appointed for the 2024–2025 service year. (Lead independent director note: )
- Oversight context: ARC met 8 times; NCGC met 4 times in 2024 (for governance and sustainability oversight). (Committee frequency/scope: )
Fixed Compensation
- Policy framework (effective May 2024 service year; paid semi‑annually, with >50% of base retainer in RSUs that vest at the next annual meeting or 1‑year anniversary):
- Base retainer: $132,500 cash; $152,500 RSUs (grant date value)
- Supplemental retainers: ARC Chair $30,000; LDCC Chair $20,000; NCGC Chair $20,000; ARC member $10,000; LDCC member $7,500; NCGC member $7,500
- No Lead Independent Director appointed for 2024–2025. (Policy, amounts, vest timing, LID note: )
- Stock ownership guidelines for directors: 5x the cash component of the annual Board retainer; 6 years to reach guideline. (Guidelines: )
| 2024 Director Compensation (Autoliv) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Martin Lundstedt | 138,333 | 152,500 | 290,833 |
Notes: RSU grant date fair value per FASB Topic 718; 2024 RSUs vest in one installment on May 8, 2025, subject to continued service and certain exceptions. Cash is set in USD and converted to local currency at payment date; figures reflect 2024 calendar year compensation. No equity deferrals were elected by directors in 2024. (RSU vesting/valuation and deferral note: )
Performance Compensation
| Component | Instrument | Grant Value | Vesting | Performance Conditions |
|---|---|---|---|---|
| Annual equity (non‑employee directors) | RSUs | $152,500 (grant‑date value) | One installment at next annual meeting or 1‑year anniversary; 2024 grant vests May 8, 2025 | None disclosed for directors (time‑based) |
Plan safeguards: Company equity plan prohibits option repricing without stockholder approval; no stock options have been granted since 2015 and none are outstanding. (Plan safeguards/options: )
Other Directorships & Interlocks
- Other current public company boards (count): 1 for Lundstedt (specific company not enumerated in the proxy biography section). (Count: )
- Interlock signal: Autoliv supplies to The Volvo Group (customer), whose CEO is Lundstedt; Board reviewed and kept independence given transaction size threshold. Additionally, another Autoliv director, Jan Carlson, sits on AB Volvo’s Board (since April 2022), indicating overlapping governance between a key customer and Autoliv. (Supplier relationship/independence: ; Carlson on AB Volvo board: )
Expertise & Qualifications
- Automotive OEM leadership, manufacturing/operations, and international business experience; public‑company leadership and governance/sustainability exposure; strategic leadership. (Bio: ; Board skills matrix context showing director skill coverage across automotive, manufacturing/operations, international, governance/sustainability, strategic leadership: )
Equity Ownership
| Holder | Common Stock Beneficially Owned (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Martin Lundstedt | 4,511 | <1% | Table includes RSUs/PSUs that vested on Feb 21, 2025; 77,721,831 shares outstanding as of Feb 28, 2025. (Table basis) |
- Hedging/pledging/short‑selling by directors is prohibited under Company policy. (Policy: )
- Director stock ownership guideline: 5x cash retainer; 6 years to comply. (Guideline: )
Governance Assessment
-
Positives
- Independence upheld despite customer relationship with The Volvo Group; transactions below materiality threshold (≤ greater of $1m or 2% of Volvo Group revenues). (Independence finding: )
- Strong attendance requirement met (≥80% for all nominees in 2024) and regular independent executive sessions. (Attendance/executive sessions: )
- LDCC composed of independent directors and uses an independent compensation consultant that performs no other work for the Company. (LDCC independence/consultant: )
- Robust pay risk controls (no options since 2015; no repricing without approval; clawback beyond NYSE minimum; anti‑hedging/pledging). (Controls: )
- High shareholder support on Say‑on‑Pay (~97% approval in 2022–2024), supporting confidence in overall compensation governance. (SOP results: )
-
Watch items / potential conflicts
- Customer interlock: Lundstedt is CEO of The Volvo Group (customer), and ALV supplies to Volvo; Board determined independence with explicit quantitative threshold. Monitor for changes in transaction magnitude or expanded dealings. (Customer/threshold: )
- Overlapping ties: Another ALV director (Jan Carlson) sits on AB Volvo’s Board, increasing potential for perceived alignment risks; mitigate via recusal and robust related‑party oversight. (AB Volvo board membership by Carlson: ; related‑party approval policy/ARC oversight: )
Related‑party oversight: All related person transactions must be pre‑approved by the Audit & Risk Committee, which also reviews conflicts and compliance. (Policy and ARC role: )
Annual meeting engagement: Policy expects all directors to attend; directors elected at the 2024 annual meeting attended. (AM attendance policy: )