Daniel Deiro

About Daniel Deiro

Senior Vice President, Global Customer Management & General Manager, Japan/Korea at Garrett Motion (GTX) since the 2018 spin‑off; age 52; Automotive Engineering degree from Haute école spécialisée bernoise (BFH‑TI), Biel, Switzerland . Company performance context during his tenure: 2024 net income $282M and Adjusted EBITDA $598M (17.2% margin); adjusted EBIT $485M (14.0% margin); cumulative TSR index value reached 163.88 in 2024 from the April 2021 base of 100 . Management indicated Japan/Korea demand was down significantly in Q1 2024, a region under Deiro’s remit, with FX volatility in KRW/JPY impacting results in 2024 .

Past Roles

External Roles

No public company directorships or external board roles disclosed for Deiro in the proxy .

Fixed Compensation

• Detailed base salary, target bonus %, and actual cash bonus for Deiro are not disclosed (he is not a named executive officer in the proxy). Company‑wide executive cash programs are governed by the Short‑Term Incentive Compensation Plan (ICP) with strong pay‑for‑performance design and oversight by the Talent Management & Compensation Committee .

Performance Compensation

Company executive incentive structure (used for NEOs and as the primary framework for executive pay‑for‑performance):

• Long‑Term Incentive Plan (LTI): 60% PSUs and 40% RSUs; PSUs tied equally to Relative TSR, cumulative Adjusted EBITDA, and cumulative Adjusted EBITDA Margin over a 3‑year period; RSUs vest in three equal annual installments subject to continued service .
• 2025 enhancements: PSU adds a fourth component tied to “New Growth Vectors” (awarded revenue/bookings) to reinforce strategic execution .

Equity Ownership & Alignment

• Anti‑hedging and anti‑pledging: Directors and executive officers are prohibited from hedging/pledging company stock; policy also bans short sales and derivatives trading by insiders .
• Stock ownership guidelines: For executive officers reporting to the CEO, guideline set to 3x base salary starting 2025; NEOs had 2–5x multiples in 2024; NEOs were in compliance as of 12/31/2024 (Deiro’s specific compliance status not disclosed) .
• Equity events and vesting (Form 4 disclosures for Daniel Deiro):
  • 02/22/2024: 46,083 PRSUs certified as earned from the 05/26/2021 grant; 20,738 shares withheld for taxes upon vesting (net issuance reflected); vesting approved 02/15/2024 and effective 02/22/2024 .
  • 05/02/2024: Shares withheld by Garrett to satisfy tax liability upon partial vesting of RSUs (share count not specified in summary page) .
  • 03/07/2024: RSU grant reported under the 2021 LTI Plan, vesting pursuant to LTI schedules (three equal annual installments) .
  • 02/17/2025: Shares withheld to cover taxes upon vesting; transaction reported on Form 4 (XML filing) .
  • 05/02/2025: Form 4 indicates a transaction made pursuant to a Rule 10b5‑1 plan (checkbox marked), useful for assessing pre‑planned selling cadence .

Notes: No stock options were granted by Garrett in 2022–2024 (company‑wide); RSU/PSU are the primary equity vehicles .

Employment Terms

• Non‑compete/non‑solicit clauses are standard in Garrett executive agreements (e.g., 2‑year non‑compete and 1‑year non‑solicit provisions disclosed for NEOs; specific terms for Deiro not disclosed) .
• Clawback policy requires recovery of incentive compensation in the event of an accounting restatement that results in overpayment to an executive; policy filed as an exhibit to the 10‑K .
• Change‑in‑control and severance (company policy): Garrett Motion Inc. 2023 Severance Pay Plan for Designated Officers provides 18 months’ base salary (24 months for CEO), prorated annual bonus, and benefits upon involuntary termination without cause; and enhanced cash severance (base + 1.5x target bonus; CEO 2x) on double‑trigger post‑CIC; unvested RSUs and PSUs accelerate on qualifying CIC terminations (subject to award continuation/assumption) .

Performance & Track Record

• 2024 operational highlights: strong win rate (>50%) across light vehicle turbo awards; progress in zero‑emission solutions with Gen3 fuel cell compressors launching in 2025 and electric powertrain launches targeted for 2027; $296M share repurchases in 2024 and planned $50M dividends plus up to $250M buybacks in 2025 .
• Regional demand/FX context relevant to Deiro’s remit: Japan/Korea weakness in Q1 2024; FX pressure in JPY/KRW/CNY during 2024; Europe production softness; China recovery mixed amid price competition .

Compensation Structure Analysis

• Increased equity‑based at‑risk pay for executives with PSUs linked to EBITDA, margin, and TSR aligns incentives to profitable growth and shareholder returns; anti‑hedging/pledging strengthens alignment .
• 2025 PSU addition of New Growth Vectors raises performance complexity; focus on booked revenue/awards reduces pure market beta reliance from TSR and ties more directly to commercial execution .
• No option repricing; plans prohibit exchanges of underwater options without shareholder approval; no excise tax gross‑ups; double‑trigger CIC only—shareholder‑friendly governance .

Risk Indicators & Red Flags

• Pledging/Hedging: Prohibited for executive officers (mitigates misalignment risk) .
• Form 4 tax‑withholding dispositions: Recurring around February/March and early May (RSU/PRSU vest cycles), which can cause mechanical insider “sales” for tax only; monitor 10b5‑1 plan checkboxes for pre‑planned activity .
• Say‑on‑pay remained strong (98% approval in 2024), reducing governance overhang on compensation programs .

Equity Ownership & Insider Selling Pressure

• Vested vs unvested: PRSU cycle from 2021 grant vested in Feb 2024; LTI RSUs generally vest in three equal annual tranches, implying ongoing vest dates and periodic tax‑withholding sales; counts disclosed for 02/22/2024 event (46,083 earned; 20,738 withheld) .
• Shares pledged: None—policy prohibits pledging by executive officers .
• Ownership guidelines: 3x base salary multiple for CEO‑direct reports from 2025; retention policy requires retaining at least 50% of net shares until guideline met .

Employment Terms (Severance & CIC Economics)

• Company Severance Plan (Designated Officers): 18 months base salary, prorated bonus, continued benefits; on double‑trigger CIC, cash severance rises to base + 1.5x target bonus (CEO 2x), with RSU/PSU acceleration if awards are not assumed by the acquirer (PSUs deemed at 100% for non‑TSR metrics; TSR hurdles equitably adjusted) .
• Non‑compete/non‑solicit: Two‑year non‑compete and one‑year non‑solicit provisions are standard in executive agreements (examples shown for NEOs) .
• Clawback: Mandatory recovery of incentive compensation upon qualifying restatements .

Investment Implications

• Alignment: Deiro’s compensation mix emphasizes RSUs/PSUs under strict anti‑pledging/hedging rules and stock ownership guidelines—positive alignment signals; PSUs tie compensation to EBITDA, margin, and TSR (now supplemented by New Growth Vectors), supporting pay‑for‑performance .
• Trading signals: Expect mechanical Form 4 “F” dispositions around scheduled vesting dates (Feb/March; May), plus potential 10b5‑1 activity—watch for pattern consistency and any open‑market sales; Feb 2024 PRSU vest and multiple tax‑withholding events confirm cadence .
• Retention risk: Company severance and CIC protections for designated officers mitigate attrition risk in strategic roles; RSU/PSU multi‑year vesting promotes retention in customer management roles across Japan/Korea .
• Execution risk: Regional demand softness and FX volatility in Japan/Korea create operational hurdles under Deiro’s remit; however, Garrett’s diversified portfolio, strong variable cost discipline, and >50% win rate in core turbo temper regional weaknesses .