Ted Senko
AUTOLIVAbout Thaddeus J. “Ted” Senko
Independent director of Autoliv since March 2018; age 69. Former KPMG LLP senior partner with leadership roles spanning audit, internal audit, enterprise risk, compliance, and ESG; recognized by the Board as an “audit committee financial expert.” Holds a B.S. in Business Administration from Duquesne University. Currently serves as Chair of Autoliv’s Audit and Risk Committee (ARC).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner; SEC Reviewing Partner; Chief Audit Executive; Global/National Partner-in-Charge, Internal Audit, Risk & Compliance; initial leader of ESG practice | 1978–2017 | Led global audit, risk, compliance, and ESG service lines; extensive public company audit oversight |
| Lightning eMotors, Inc. (public) | Director; Audit Committee Chair | May 2021–Dec 2023 | Chaired audit committee |
| Duquesne University (non-profit) | Trustee; Chair, Audit & Finance Committee; member Executive and University Advancement Committees | 2007–2016 | Chaired audit and finance; governance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| USA Rare Earth, LLC (private) | Director | Aug 2021–Jan 2025 | Private company directorship |
| Current public company boards | — | — | None (Autoliv proxy table lists 0 current public boards) |
Board Governance
- Committee assignments: Chair, Audit and Risk Committee; members are all independent. ARC met 8 times in 2024; agendas set by the Chair; the committee held private sessions with external auditor partners, VP Internal Audit, and the CFO. Responsibilities span financial risk, audit oversight, disclosure controls, legal/regulatory and compliance risks, related-party transactions, and cybersecurity (quarterly updates and semi-annual briefings). Senko and Laurie Brlas are designated “audit committee financial experts.”
- Board independence: 10 of 11 nominees independent (all except CEO); Board determined independence under NYSE, SOX, and SEC rules.
- Attendance and engagement: Each director nominee attended at least 80% of applicable Board/Committee meetings in 2024; Board met 4 times, plus 3 written consents; independent directors held 4 executive sessions.
- Annual meeting participation: Policy for all directors to attend; all directors elected at the 2024 AGM attended.
- Retirement/tenure: Retirement age policy at 75 with no waivers disclosed; average non-employee director tenure ~8 years; ongoing refreshment.
- Additional Board structures: No Lead Independent Director for 2024–2025 service year.
- Special committee: Funding Committee (non-standing) included Senko in 2024; no compensation; dissolved Feb 2025 with remit absorbed by ARC.
Fixed Compensation (Non-Employee Director)
| Component | 2023 Policy (elected in 2023) | 2024 Policy (elected in 2024) |
|---|---|---|
| Annual base retainer (cash) | $127,500 | $132,500 |
| Annual RSU grant (grant date value) | $147,500 | $152,500 |
| ARC Chair cash retainer | $30,000 | $30,000 |
| ARC member cash retainer | $10,000 | $10,000 |
| RSU vesting | Vests at next AGM or 1-year anniversary | Same |
| Ownership guideline | 5x cash component of Board retainer; six years to comply | Same; all non-employee directors elected prior to 2020 have achieved the guideline |
| Hedging/pledging | Prohibited for directors and officers |
| Ted Senko – Reported Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 164,167 | 170,833 |
| Stock Awards ($) | 147,500 | 152,500 |
| Total ($) | 311,667 | 323,333 |
Notes: Non-employee director equity is service-based RSUs (no performance conditions); semi-annual cash payments in arrears; RSUs granted at AGM and vest within ~1 year subject to service.
Performance Compensation
- Non-employee director equity awards are service-based RSUs only; no PSU/option grants to directors and no performance metrics apply to director pay.
- Company-wide executive LTI uses PSUs/RSUs (context for governance), but this does not apply to non-employee directors.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (Autoliv proxy table for nominees shows 0 for Senko) |
| Prior public boards (5-year lookback) | Lightning eMotors, Inc. Director; Audit Committee Chair (ended Dec 2023) |
| Private company boards | USA Rare Earth, LLC Director (Aug 2021–Jan 2025) |
| Non-profit/academic | Duquesne University Trustee; chaired Audit & Finance (2007–2016) |
| Compensation committee interlocks | None reported (LDCC interlocks: none) |
Expertise & Qualifications
- Audit committee financial expert (SEC definition); extensive financial, regulatory, and risk expertise from KPMG leadership roles (audit, internal audit, risk & compliance, ESG).
- Governance and risk oversight: ARC responsibilities include finance, compliance, cyber, privacy, and enterprise risk oversight with structured reporting cadence.
- Education: B.S., Duquesne University.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Ted Senko (as of record dates) | 8,381 (Mar 15, 2024) | <1% | Includes RSUs/PSUs vested on Feb 2024 dates |
| 10,103 (Mar 12, 2025) | <1% | Includes RSUs/PSUs vested on Feb 21, 2025 |
Ownership alignment policies:
- Director stock ownership guideline: 5x cash retainer; all non-employee directors elected prior to 2020 (includes Senko) have achieved the guideline.
- Company policy prohibits hedging, short-selling, and pledging by directors and executive officers.
- Related-person transactions are reviewed and must be pre-approved by ARC; none involving Senko disclosed.
Governance Assessment
- Strengths: Independent status; ARC Chair with audit committee financial expert designation; high engagement (≥80% attendance threshold met by all nominees; ARC met 8x with private sessions); robust ARC remit including cybersecurity and disclosure controls; strong alignment via RSU mix and ownership guidelines (policy compliance achieved for pre-2020 directors); company-wide prohibition on hedging/pledging; Board conducts annual self-evaluations; say-on-pay support ~97% in 2024–2022 reflecting shareholder confidence in compensation governance.
- Potential watch items (not red flags): Long auditor tenure (Ernst & Young AB since 1997) can attract investor scrutiny, though ARC annually evaluates independence, performance, and lead partner rotation and recommended continuation.
- No red flags identified: No related-person transactions disclosed involving Senko; no director hedging/pledging permitted; no current public board interlocks; no LDCC interlocks.
Conclusion: Senko’s profile (deep audit/risk background, ARC leadership, audit committee financial expert) and Autoliv’s structures (independence, director ownership requirements, anti-hedge/pledge policy, cybersecurity oversight) support board effectiveness and investor confidence; monitoring auditor tenure practices remains a standard governance consideration.