Patrick Desbois
GARMINAbout Patrick Desbois
Patrick G. Desbois is co-Chief Operating Officer at Garmin Ltd., elevated to Executive Management effective July 1, 2024 after serving as Executive Vice President, Operations; his compensation is predominantly long-term equity with performance-contingent RSUs tied to audited revenue and operating income results, reinforcing pay-for-performance alignment . Garmin delivered record 2024 results—revenue $6.30B (+20% YoY) and operating income $1.59B (+46% YoY)—driving a 175% payout for 2024 PC‑RSUs certified in February 2025; 2023 PC‑RSUs paid at 147.2%, while 2022 PC‑RSUs did not vest (0%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Garmin Ltd. | Executive Vice President, Operations | 2024 | NEO role focused on operations; PC‑RSUs linked to Company revenue and operating income |
| Garmin Ltd. | co‑Chief Operating Officer | 2025 | Added to Executive Management; compensation oversight under Swiss binding votes |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | Company disclosure indicates no external functions for Executive Management |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $740,385 | $801,443 | $875,481 |
| Annual Holiday Bonus (USD) | $333 | $333 | $358 |
| All Other Compensation (USD) | $35,848 | $39,348 | $40,473 |
| Total Compensation (USD) | $2,096,389 | $2,541,208 | $2,916,549 |
| 401(k) Employer Base Contribution | $17,250 (2024) | $16,500 (2023) | $17,250 (2024) |
| 401(k) Employer Matching | $22,875 (2024) | $22,500 (2023) | $22,875 (2024) |
| Health & Insurance Premiums (USD) | $36,640 (2024) | — | — |
Performance Compensation
Equity Grant Values and Counts
| Award Type | 2022 | 2023 | 2024 |
|---|---|---|---|
| RSUs – Grant Date Fair Value (USD) | $700,080 | $850,140 | $1,000,212 |
| RSUs – Units Granted (#) | 8,022 | 7,044 | 4,767 |
| PC‑RSUs – Grant Date Fair Value (USD) | $619,743 | $849,944 | $1,000,025 |
| PC‑RSUs – Threshold / Target / Max Units (#) | — / 5,811 / 8,717 | 2,288 / 9,150 / 13,725 | 1,922 / 7,686 / 13,451 |
| Vesting Schedule | RSUs: 1/3 annually; PC‑RSUs: 1/3 annually post certification |
PC‑RSU Performance Framework and Outcomes
| Performance Year | Metric | Target | Actual | Payout % | Vesting Schedule |
|---|---|---|---|---|---|
| 2022 | Revenue | $5.25B | $4.86B | 0% | Not applicable (no vest) |
| 2022 | Operating Income | $1.25B | $1.03B | 0% | Not applicable (no vest) |
| 2023 | Revenue | $4.600B | $5.228B | Part of 147.2% overall | 3 equal installments beginning Feb 2024 |
| 2023 | Operating Income | $1.020B | $1.092B | Part of 147.2% overall | 3 equal installments beginning Feb 2024 |
| 2024 | Revenue | $5.250B | $6.297B | Part of 175% overall | 3 equal installments beginning Feb 2025 |
| 2024 | Operating Income | $1.150B | $1.594B | Part of 175% overall | 3 equal installments beginning Feb 2025 |
Notes:
- Performance measures are Company revenue and operating income from audited financials without adjustments; 2024 PC‑RSUs have 0–175% achievement range (previously 0–150%), with linear interpolation as described in the proxy .
- 2024 Stock Awards Vested: Desbois vested 13,017 shares valued at $2,273,312 in 2024 (no options outstanding) .
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned (#) | % of Class |
|---|---|---|
| April 12, 2024 | 39,812 | <1% |
| April 11, 2025 | 37,453 | <1% |
- Garmin has no formal executive stock ownership guidelines, but prohibits hedging and pledging of Company securities for NEOs and directors .
Unvested Awards (FY2024 Year-End)
| Award | Grant Date | Unvested Units (#) | Market Value (USD) |
|---|---|---|---|
| RSUs | 12/15/2022 | 2,674 | $559,829 |
| RSUs | 12/15/2023 | 4,696 | $983,155 |
| RSUs | 12/15/2024 | 4,767 | $998,019 |
| PC‑RSUs | 2/25/2023 | 8,980 | $1,880,053 |
| PC‑RSUs | 2/25/2024 | 7,686 | $1,609,141 |
| Options | — | 0 | — (Garmin has not granted options since 2014) |
- Insider selling plan: On August 1, 2025 Desbois adopted a Rule 10b5‑1 plan to sell 100% of net shares (post-tax) from maximum potential vesting of 18,443 gross shares; first trade no earlier than December 15, 2025 and plan runs through March 4, 2026 .
Employment Terms
Severance and Change-of-Control Economics
| Provision | Terms |
|---|---|
| Severance Agreements | None; Company does not provide separate severance agreements to NEOs |
| Change-of-Control Vesting | Double-trigger: if terminated without cause or resigns for good reason within 12 months post CoC, unvested RSUs/PC‑RSUs accelerate; PC‑RSUs earned but unvested time-based tranches accelerate; if termination before certification within CoC window, PC‑RSUs that would have been earned become payable within 30 days of certification |
| Clawback | SEC/NYSE-compliant Incentive Compensation Recovery Policy (Oct 2, 2023) and predecessor clawback for older awards |
| Anti-Hedging/Pledging | Prohibited for NEOs and directors |
Estimated Early Vesting Values
| Scenario (as of FY2024 YE) | Estimated Value (USD) |
|---|---|
| Death | $6,030,197 |
| Disability | $6,030,197 |
| Involuntary Termination within 12 months of Change in Control | $6,030,197 |
Award Agreement Highlights (RSUs):
- Time-based RSUs vest in three tranches; PC‑RSUs earn based on certified annual revenue/operating income goals, then vest time-based in three equal installments beginning within 30 days of certification and on each anniversary thereafter; Swiss/Canadian grantee forms include detailed termination/CoC treatment .
Compensation Structure Analysis
- Equity-heavy, at-risk pay: Garmin pays minimal annual cash bonuses (holiday cash only); majority of Desbois’ total compensation comes from RSUs/PC‑RSUs with audited financial metrics—enhancing alignment and discouraging short-term risk-taking .
- Performance tightening: 2024 PC‑RSU achievement range increased from 150% to 175% and paid at 175% on strong revenue/operating income; 2022 awards did not vest—evidence of discipline in design .
- No options, no repricing: Garmin has not granted options since 2014 and explicitly avoids repricing/backdating—reducing windfall risks .
- Governance and investor voice: Say‑on‑pay passed with >94% approval in 2024; Swiss binding votes approved Executive Management maximum aggregates (2025 and 2026 programs) by large margins—indicating shareholder support .
Say‑on‑Pay, Peer Group, and Shareholder Feedback
- Say‑on‑Pay approval: >94% favorable in 2024; Committee made no changes solely in response, citing strong support .
- Swiss binding votes: FY2025 Executive Management max comp approved with 95.61% support; FY2026 proposal totals $19.0M (salaries/benefits $4.06M; stock comp $11.95M at 100% target; other $2.99M) .
- Comparator/peer group: Focused comparator group (e.g., DexCom, HEICO, Logitech, NetApp, Polaris, Teledyne, Textron, Trimble, Zebra, etc.) reviewed annually with Meridian; used for competitiveness and trends—not for percentile targeting .
Equity Ownership & Alignment Policies
- Ownership guidelines: None formal; executives receive significant equity awards .
- Anti-hedging/pledging: Prohibited—reduces misalignment and counterparty risk .
- ESPP availability: Executives can participate on same terms as employees (85% of lower of first/last day price, with plan limits) .
Investment Implications
- Alignment and execution: Desbois’ pay is strongly tied to audited revenue and operating income; 2023/2024 overachievement drove substantial PC‑RSU payouts, signaling effective operational execution and alignment with shareholder outcomes .
- Retention and selling pressure: Three-year vesting schedules support retention; however, his August 2025 10b5‑1 plan to sell up to the net shares from vesting of 18,443 gross shares may create episodic selling pressure around scheduled vest/trade windows (earliest Dec 15, 2025 through Mar 4, 2026) .
- Governance quality: No severance/cash CoC payouts, robust clawbacks, and anti-hedging/pledging policies are shareholder-friendly; no options or repricing reduces headline risk .
- Ownership scale: Beneficial ownership remains <1%; alignment relies on unvested equity and policy constraints rather than large outright stakes—monitor future grant sizes, vest events, and any changes to Executive Management’s maximum aggregate comp proposals .