Daniel Ninivaggi
Garrett MotionAbout Daniel Ninivaggi
Independent Non-Executive Chairman of Garrett Motion Inc. (GTX) since April 2021; age 60. Background spans senior operating and governance roles across automotive, industrials, and activist-led portfolios: former CEO of Icahn Enterprises (2010–2014), Co-CEO/Co-Chairman of Federal-Mogul, CEO of Lordstown Motors (Aug 2021–Jul 2023) and Executive Chairman (to Mar 2024), with a legal foundation (Stanford JD) and finance/business training (Columbia BA; University of Chicago MBA) . He is independent under Nasdaq rules and currently chairs the Finance Committee and serves on the Nominating & Governance Committee; he presides over executive sessions as Non-Executive Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Icahn Enterprises L.P. | President & CEO | 2010–2014 | Led diversified investment vehicle; governance and capital allocation experience . |
| Icahn Automotive Group | CEO; Managing Director at IEP | Mar 2017–Aug 2019 | Operated parts distribution/repair platform; >2,000 locations . |
| Federal-Mogul Holdings | Co-Chairman & Co-CEO | Prior to 2017 | $8B supplier; deep automotive operations leadership . |
| Lordstown Motors | CEO; Executive Chairman | Aug 2021–Jul 2023 (CEO); to Mar 2024 (Exec Chair) | Filed Chapter 11 on Jun 27, 2023; turnaround/restructuring experience (RED FLAG: bankruptcy exposure) . |
| Tropicana Entertainment | Interim President & Interim CEO | Jan 2011–May 2012 | Led casino/hospitality operator through transition . |
| Lear Corporation | EVP & Chief Administrative Officer | 2003–2009 | Tier-1 supplier leadership across finance/operations . |
| Winston & Strawn LLP | Partner (Corporate Law) | Partner from 1998 (at firm 1992–2003) | Corporate governance/M&A legal expertise . |
| Skadden, Arps | Associate | 1991–1992 | Corporate law foundation . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indivior PLC | Director | Since Jan 2025 | Specialty pharma board role . |
| Hertz Global Holdings | Director | 2014–Jul 2021 | Chaired Compensation & Operating Committees . |
| Navistar International | Director | Aug 2017–Oct 2018 | Commercial vehicles oversight . |
| CIT Group Inc. | Director | Dec 2009–May 2011 | Chaired Nominating & Corporate Governance Committee . |
| CVR Energy, Inc. | Director | May 2012–Feb 2014 | Chaired Compensation Committee . |
| CVR GP, LLC (CVR Partners LP GP) | Director | May 2012–Feb 2014 | Governance of MLP GP . |
| Viskase Companies | Director | Jun 2011–Feb 2014 | Food packaging oversight . |
| XO Holdings | Director | Aug 2010–Feb 2014 | Telecom board . |
| Tropicana Entertainment | Director | Jan 2011–Dec 2015 | Chaired Compensation Committee . |
| Motorola Mobility | Director | Dec 2010–May 2011 | Mobile/cable equipment governance . |
| Metalsa S.A. | Advisory Board | Prior service; Chairman | Tier-1 frames supplier; advisory leadership . |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director (one of 8 of 9 independent nominees) . |
| Board leadership | Non-Executive Chairman; presides over regular executive sessions of non-employee directors . |
| Committees | Finance (Chair); Nominating & Governance (Member) . |
| Committee activity (2024) | Audit (11 mtgs), Nominating & Governance (7), Talent & Compensation (8), Finance (10) . |
| Attendance | Combined Board/committee attendance >97%; each incumbent ≥85%; 9 Board meetings in 2024 . |
| Succession & refresh | Ongoing board succession planning; director education policy; retirement age 75 . |
| Shareholder rights | Proxy access; majority voting; no poison pill; one class of stock . |
Fixed Compensation
| Component | Amount | Year | Notes |
|---|---|---|---|
| Fees Earned in Cash (Ninivaggi) | $53,750 | 2024 | Actual cash fees paid . |
| Stock Awards (Grant-Date Fair Value) | $293,752 | 2024 | RSUs under director program . |
| Total Director Compensation | $347,502 | 2024 | Sum of cash + stock . |
| Standard Annual Cash Retainer (Directors) | $90,000 | 2024 | Baseline for non-employee directors . |
| Non-Executive Chair Cash Retainer | $100,000 | 2024 | Chair premium . |
| Committee Chair Retainers | Audit $25,000; Comp $20,000; N&G $15,000; Finance $10,000 | 2024 | As disclosed . |
| Committee Member Retainers | Audit $10,000; Comp $7,500; N&G $7,500; Finance $5,000 | 2024 | As disclosed . |
| 2025 Retainer Changes | Annual $100,000; Non-Exec Chair $140,000 | 2025 | Approved increase . |
| Fee Deferral Program | DSU election 50%/100%; Non-Exec Chair settled in DSUs in 2025 | Adopted 2024; applied 2025 for Chair | Governance-aligned deferral to DSUs . |
Mix: In 2024, ~85% of Ninivaggi’s total director compensation was equity-based (RSUs), signaling alignment with shareholders, with the balance in cash retainer/fees .
Performance Compensation
Directors do not receive performance-conditioned equity; annual RSUs time-vest from one annual meeting to the next (or upon death/disability/change in control). Prorated RSUs for mid-cycle appointees; 2025 RSU target value increased to $150,000 .
Company-level incentive design (context for Ninivaggi’s oversight as Board Chair/Finance Chair):
| Performance Metric (Company ICP 2024) | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Achievement | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 40% | $527 | $620 | $713 | $615 | 97% |
| Adjusted EBITDA Margin (%) | 40% | 14.7% | 16.0% | 17.3% | 17.5% | 200% |
| Adjusted FCF Conversion (%) | 20% | 51.0% | 60.0% | 69.0% | 61.0% | 111% |
Governance: ICP metrics emphasize profitability and cash conversion; clawback policy, anti-hedging/pledging, and strong say-on-pay support (98% in 2024) reflect pay-for-performance discipline .
Other Directorships & Interlocks
| Network Item | Detail |
|---|---|
| Investor Rights Agreement | Centerbridge and Oaktree each designate one director while owning ≥10% (Mahony, Tesoriere). Potential sponsor influence on board dynamics (monitor for conflicts) . |
| Related-party transactions policy | Audit Committee approves >$120k related person transactions; criteria include independence impacts and fairness . |
| 2024 Issuer repurchases | Repurchased 10.0M shares from Sessa at $9.00 and 2.81M from Centerbridge entities at $8.90 (sponsor-related holders), under Finance Committee oversight (Chair: Ninivaggi) . |
Expertise & Qualifications
- Education: Columbia University (BA); University of Chicago Booth (MBA); Stanford Law (JD) .
- Technical/industry: 20+ years in automotive Tier-1 operations and restructuring (Federal-Mogul, Lear; Icahn Automotive) .
- Governance depth: Chaired multiple compensation/governance committees across public companies; advisory board leadership at Metalsa .
- M&A and capital markets: Icahn Enterprises leadership; board-level capital allocation and buybacks/dividends via Finance Committee .
Equity Ownership
| Holder | Beneficial Ownership | Components | % of Outstanding | Notes |
|---|---|---|---|---|
| Daniel Ninivaggi | 94,559 shares/units | 22,705 DSUs; 71,854 common shares | <1% | DSUs settle upon separation or change in control per program . |
Stock ownership guidelines (directors): hold ≥5x annual cash retainer; for 2025, Non-Exec Chair guideline increased to ≥6x annual cash retainer. As of Dec 31, 2024, all eligible non-employee directors except two new 2024 appointees met guidelines (implies Ninivaggi in compliance) . Anti-hedging and pledging policy applies to directors; short sales and derivatives are prohibited .
Fixed Compensation (Director Program Mechanics)
| Element | 2024 Structure | Vesting/Settlement |
|---|---|---|
| Annual RSU grant target | $140,000 target value; prorated for mid-cycle appointments | Vests at next annual meeting or 1-year anniversary; accelerated on death/disability/change in control . |
| DSU deferral | Directors may elect 50%/100% of retainers in DSUs; Non-Exec Chair’s 2025 cash retainer settled in DSUs | DSUs settle on change in control or six months post-board service . |
| 2025 adjustments | Cash retainer to $100,000; Chair retainer to $140,000; RSU target to $150,000 | As above . |
Governance Assessment
- Board effectiveness and independence: Strong structure with independent Chair (Ninivaggi), fully independent key committees, regular executive sessions, and high attendance (97% combined; each ≥85%)—supports robust oversight of strategy and risk .
- Alignment and incentives: Ninivaggi’s director pay is majority equity-based (~85% RSUs); DSU deferral and elevated ownership guideline for the Chair enhance skin-in-the-game. Anti-hedging/pledging and clawback policies further reinforce alignment .
- Potential conflicts and red flags: Sponsor designees (Centerbridge, Oaktree) and issuer repurchases from sponsor-related holders warrant continued scrutiny of Finance Committee processes (Ninivaggi as Chair). The related-party policy and Audit Committee approvals mitigate, but monitor transaction fairness and independence impacts (RED FLAG: perceived preferential liquidity) .
- Risk indicators: Prior Lordstown Motors Chapter 11 exposure is a reputational consideration; also demonstrates restructuring experience valuable in cyclical autos (flag but balanced) .
- Shareholder sentiment: Strong say-on-pay support (98% in 2024) indicates broader confidence in compensation governance overseen by the Board .
Overall: Ninivaggi brings deep automotive, governance, and capital allocation expertise with high board engagement and strong alignment mechanisms. Monitor sponsor transaction dynamics and maintain rigorous committee oversight to sustain investor confidence .