Jonathan Burrell

About Jonathan C. Burrell

Jonathan C. Burrell, age 61, has been an independent director of Garmin Ltd. since June 2018. He is CEO of the Burrell Family Office, an inventor on 35 issued and pending U.S. patents (many owned by Garmin), and holds a BS in Mechanical Engineering from Wichita State University. He has served on several boards of charitable organizations and is president of the Burrell family’s charitable foundation . The Board determined he meets NYSE/SEC independence standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Nominating and Corporate Governance Committee; Member, Compensation Committee .
• Independence: Board classifies Burrell as independent under NYSE and SEC rules .
• Attendance/engagement: In FY2024, Board met 5 times; executive sessions of independent directors held 4 times; Audit 4, Compensation 5, Nominating 3 meetings. Each director attended at least 75% of aggregate Board and committee meetings during their service; all directors attended the 2024 AGM .
• Lead Independent Director: Board intentionally does not appoint a lead independent director to encourage all four independent directors to engage directly with management; executive sessions allow each independent director to raise issues .
• Annual evaluations: Nominating Committee designs evaluations; outside governance counsel conducts one-on-one interviews; committees also evaluated annually .

Fixed Compensation

Notes:

• Non‑management director program: Annual cash retainer $100,000; Committee chair retainers $5,000 (Compensation or Nominating) and $10,000 (Audit); annual RSU award target value $175,000 (raised from $150,000 in 2023); increases implemented in 2024; RSUs vest on the first anniversary of grant .
• Directors do not receive pensions, do not participate in employee incentive programs, and the company does not grant loans/guarantees to non‑executive directors .
• Garmin does not have formal stock ownership guidelines for directors .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

Equity Ownership

• Shares outstanding: 192,641,210 as of April 11, 2025 (excluding treasury) .

Beneficial Ownership (SEC methodology)

Footnote Breakdown of Burrell’s Beneficial Holdings (as referenced in SEC table)

Board-Reported Share Holdings (Swiss statutory report)

Notes: Swiss report provides composition details (CLATs, GRATs, trusts, LLCs) similar to SEC footnotes but with different counts by vehicle and co‑trustee status over time . Garmin states Board and Executive Management together held 18.82% of total shares issued as of Dec 28, 2024 . No pledging of shares is disclosed in the provided materials; Garmin has no director stock ownership guidelines .

Outstanding Director RSUs

Insider Trades (2025 activity)

Governance Assessment

• Strengths

  • Independent director with deep product engineering expertise and patent history, contributing to technology oversight and product strategy .
  • Significant beneficial ownership (~5.54% of outstanding shares) aligns interests with shareholders; holdings diversified across trusts and entities with disclosed voting/dispositive power .
  • Active governance roles: Chair of Nominating & Corporate Governance Committee; member of Compensation Committee .
  • Board conducts rigorous annual evaluations led by outside counsel; independent directors hold regular executive sessions; all directors met ≥75% attendance thresholds and attended the 2024 AGM .
  • No compensation committee interlocks in FY2024 .

• Cautionary items / RED FLAGS

  • No formal director stock ownership guidelines (uncommon among large‑cap U.S. issuers), though Burrell’s ownership is substantial; absence of guidelines may be viewed as a governance gap .
  • Board does not appoint a lead independent director; while justified, some investors prefer defined independent leadership for oversight optics .
  • Large ownership via complex trust structures can raise transparency concerns for some governance frameworks, though Garmin provides detailed footnotes on control and voting power .

• Related-party and conflicts

  • Garmin maintains a stringent related‑person transaction policy (threshold $60,000, Audit Committee review/ratification and annual review). No specific related‑person transactions involving directors are identified in the provided sections .

Director Compensation Structure Notes

Board Governance (Structure & Independence) Detail

Equity Ownership Alignment

Related Policies

• Related-person transactions policy: Audit Committee pre-approval/ratification, annual reviews; policy threshold $60,000, broader than SEC Item 404 ($120,000) .
• Governance guidelines include majority independent board, committee independence, overboarding limits, and annual elections .

Summary Implications for Investors

• Burrell’s combination of independent status, engineering depth, and substantial ownership is supportive of alignment and effective oversight in product‑centric strategic decisions .
• Compensation structure for directors is conventional (cash + time‑based RSUs), with no performance metrics; governance relies on committee work and attendance rather than pay incentives .
• The lack of director ownership guidelines and the absence of a lead independent director may draw scrutiny from governance‑sensitive investors, though Garmin’s rationale and detailed evaluation processes mitigate concerns .