D’aun Norman
Garrett MotionAbout D’aun Norman
D’aun Norman is an independent director of Garrett Motion Inc. (GTX) since April 2021; she is 58 years old and retired as an audit partner at Ernst & Young LLP in 2019 after over 30 years in assurance and advisory focused on global automotive suppliers and industrials . She holds a BS in Business Administration (Accounting) from Bowling Green State University, completed EY Executive Education at Kellogg School of Management, and is a CPA, NACD Certified Director, and CERT Certificate holder in Cybersecurity Oversight from Carnegie Mellon’s Software Engineering Institute . The Board has determined she is independent under Nasdaq rules and qualifies as an “audit committee financial expert” . Her GTX board tenure includes service on the Audit Committee and the Nominating & Governance Committee, with board/committee attendance at least 85% in 2024 and a combined Board attendance rate of 97% .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Audit Partner (retired) | Partner 16 years; retired 2019 | Led audits and advisory for global automotive/industrial clients; Michigan & NW Ohio Assurance People Leader; Central Region ASC 606 Adoption Leader |
| Visteon Corporation (EY client) | Lead audit partner assignments | 2013–2019 | Post-spinoff and post-bankruptcy emergence; business exits, acquisition, shareholder distributions/repurchases |
| Federal-Mogul (EY client) | Lead audit partner assignments | 2006–2014 | During bankruptcy and emergence |
| Cooper Tire & Rubber (EY client) | Lead audit partner assignments | 2008–2014 | During merger negotiations |
| Owens-Illinois (EY client) | Audit work | 1988–2006 | LBO and exit; transition public→private and subsequent IPO |
| Bowling Green State University Alumni Leadership Council | Chair; Strategy and Nominating & Governance Committees | Not specified | Governance leadership in alumni council |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PHINIA Inc. (NYSE: PHIN) | Director; Audit Committee Chair | Since July 2023 | Oversees financial reporting and audit; PHINIA added to GTX’s compensation peer group in 2025 |
Board Governance
- Committee memberships: Audit Committee member; Nominating & Governance Committee member; not a committee chair at GTX .
- Audit expertise: The Board determined Ms. Norman qualifies as an SEC “audit committee financial expert” .
- Independence: GTX Board determined she is an independent director under Nasdaq rules .
- Attendance and engagement: GTX held nine Board meetings in 2024; each incumbent director attended at least 85% of Board and applicable committee meetings; overall attendance rate ~97% .
- Executive sessions: Regular executive sessions of non-employee directors held throughout 2024, chaired by the Non-Executive Chairman .
- Continuing education: Formal director education policy; training on sustainability, AI, cybersecurity; facility visits .
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $53,750 | Director cash retainer and committee fees earned |
| Stock Awards ($) | $193,751 | Annual RSUs and any deferrals into DSUs under the director fee deferral program |
| Total ($) | $247,501 | Sum of cash and stock awards |
| Director RSUs held (12/31/2024) | 15,927 units | Each current non-employee director held 15,927 RSUs at year-end |
| Standard Director Fee Schedule (context) | Annual Board cash retainer $90,000; Audit Chair $25,000; Audit member $10,000; N&G Chair $15,000; N&G member $7,500; Finance Chair $10,000; Finance member $5,000; Target annual RSU grant $140,000 | Directors may elect to receive 50% or 100% of retainers in DSUs; RSUs vest by next annual meeting |
Performance Compensation
Company performance metrics that drive GTX executive variable compensation overseen by the Talent Management & Compensation Committee (context for board pay-for-performance oversight):
| Metric (FY 2024) | Weighting | Threshold | Target | Maximum | Achievement | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 40% | $527 | $620 | $713 | $615 | 97% of target |
| Adjusted EBITDA Margin (%) | 40% | 14.7% | 16.0% | 17.3% | 17.5% | 200% of target |
| Adjusted Free Cash Flow Conversion (%) | 20% | 51.0% | 60.0% | 69.0% | 61.0% | 111% of target |
Additional governance of incentives: anti-hedging/pledging policy; double-trigger CIC; clawback policy; stock ownership guidelines for executives (CEO 5x salary, others 2–3x), all NEOs in compliance as of 12/31/2024 .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Notes |
|---|---|---|
| PHINIA Inc. | Director; Audit Committee Chair | PHINIA was added to GTX’s exec compensation peer group in 2025; monitor information flows given sector overlap; no related-party transactions with PHINIA disclosed by GTX |
| Centerbridge/Oaktree designees on GTX Board | Not applicable to Norman | Investor Rights Agreement grants designation rights to Centerbridge and Oaktree; Norman is not a designee |
Expertise & Qualifications
- Audit and financial expertise across automotive and industrial sectors; SEC-defined audit committee financial expert .
- Governance credentials: NACD Certified Director; CERT Cybersecurity Oversight; EY leadership roles in assurance and ASC 606 adoption .
- Industry experience: Deep exposure to complex restructurings, spin-offs, M&A-related audit contexts (Visteon, Federal-Mogul, Cooper Tire, Owens-Illinois) .
Equity Ownership
| As of Date | Total Beneficial Ownership (Shares) | Composition | Percent of Outstanding | Notes |
|---|---|---|---|---|
| March 14, 2025 | 57,842 | 51,854 common shares; 5,988 deferred stock units (DSUs) | Less than 1% | No pledging; hedging prohibited by GTX policy |
| Director RSUs (12/31/2024) | 15,927 RSUs | Time-based RSUs outstanding | — | Applies to each current non-employee director at year-end |
| Director ownership guideline | ≥5x annual cash retainer | Compliance status | Met (as of 12/31/2024) | Monitoring provision if falling below for >24 months |
Governance Assessment
- Strengths: Independent status; Audit Committee financial expert; service on Audit and Nominating & Governance committees; Board structure with non-executive chair and independent key committees; robust policies (anti-hedging/pledging, clawback); regular executive sessions; strong board attendance (≥85% for incumbents; combined 97%) supporting oversight quality .
- Alignment: Director compensation includes significant equity components (stock awards $193,751 vs. cash $53,750 for 2024), and director stock ownership guidelines at 5x retainers; Ms. Norman met the guideline as of 12/31/2024 .
- Pay oversight signals: 2024 say‑on‑pay approved ~98%, and executive incentives are tied to EBITDA, margin, and FCF conversion—metrics aligned with profitability and cash generation; committee uses independent advisor Meridian with no conflicts found .
- Potential watch items: External role at PHINIA (peer) warrants monitoring for potential informational interlocks; GTX disclosed related‑party transactions with Trane (due to Camuti’s prior employment) and share repurchases from 5% holders (Sessa and Centerbridge), but no Norman‑related transactions disclosed .
- Compliance: Section 16(a) reporting was timely in 2024 except nine Form 4s filed late for executive officers tied to PSU performance vesting; no director‑specific delinquencies noted .
- Forward costs: For 2025, Board increased annual cash retainer to $100,000 and target annual RSU grant to $150,000 (and Chair retainer to $140,000), increasing fixed director compensation costs; non‑exec Chair ownership guideline raised to 6x .
RED FLAGS: None disclosed specific to Ms. Norman (no related‑party transactions; anti‑hedging/pledging policy in place; strong attendance). Monitor interlock risk with PHINIA due to sector overlap; ensure continued adherence to independence and confidentiality standards .