Fabrice Spenninck
Garrett MotionAbout Fabrice Spenninck
Senior Vice President & Chief Human Resources Officer at Garrett Motion (GTX); age 56; in role since the 2018 spin-off, with a Master’s in Human Resources & Labor Relations from the University of Montpellier, France . Company performance context during his tenure: FY2024 net sales $3,475M, Adjusted EBITDA $598M with a 17.2% margin, and Adjusted free cash flow $358M; FY2024 Q4 Adjusted EBITDA margin was 18.1% . For the 2023–2025 PSU cycle, by Dec 31, 2024, Adjusted EBITDA and Adjusted EBITDA Margin metrics reached 100% achievement while Relative TSR reached 140% (mid-cycle snapshot) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Garrett Motion (GTX) | SVP & Chief Human Resources Officer | 2018–present | Executive HR leadership through post-spin organizational evolution and global HR governance |
| Honeywell Transportation Systems | Vice President, Human Resources | 2015–2018 | Led HR for the business unit preceding the Garrett spin-off |
| Honeywell | Vice President, Labor & Employee Relations | 2013–2015 | Led labor and employee relations across regions, shaping workforce policies |
| Honeywell | Senior Director, HR (One Country Leader) – France & North Africa | 2011–2013 | Country-level HR leadership across France & North Africa |
External Roles
No external public company directorships or committee roles disclosed for Spenninck in the latest proxy biographies .
Fixed Compensation
- Spenninck is listed as an executive officer (SVP & CHRO) but is not a Named Executive Officer (NEO) in 2024; therefore, individual base salary, target bonus, and payouts are not itemized in the Summary Compensation Table, which only covers NEOs .
- GTX’s compensation framework for senior executives centers on base salary benchmarking and an annual ICP (short-term incentive), with target percentages set relative to base salary for NEOs; ICP metrics emphasize Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Free Cash Flow Conversion, weighted 75% company and 25% individual performance .
Performance Compensation
| Award Type | Metric | Weighting | Performance Period | Vesting/Payout | Notes |
|---|---|---|---|---|---|
| ICP (Annual Bonus) | Company metrics: Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Free Cash Flow Conversion | 75% | Annual (2024/2025 programs) | Cash, based on company + individual goals | 25% individual performance; CEO payout set by Board; senior execs subject to Committee oversight |
| ICP (Annual Bonus) | Individual performance goals | 25% | Annual | Cash | Formal performance assessment against pre-set goals; examples disclosed for NEOs in 2024 |
| LTI – PSUs | Relative TSR (vs peer group) | Even (⅓) | 3-year (e.g., 2024–2026) | 0–200% of target; vests at cycle end | TSR scale: 0% <25th pct, 50% at 25th, 100% at 50th, 200% ≥75th; 2024 peer group includes BorgWarner, Dana, Visteon, Sensata, Timken, etc. |
| LTI – PSUs | Cumulative Adjusted EBITDA | Even (⅓) | 3-year (e.g., 2024–2026) | 0–200% of target; vests at cycle end | Mid-cycle 2023–2025 PSUs: EBITDA metrics at 100% by 12/31/2024 |
| LTI – PSUs | Cumulative Adjusted EBITDA Margin | Even (⅓) | 3-year (e.g., 2024–2026) | 0–200% of target; vests at cycle end | Mid-cycle 2023–2025 PSUs: EBITDA Margin at 100% by 12/31/2024 |
| LTI – RSUs | Time-based | — | 3-year | 3 equal annual tranches | RSUs vest in equal installments on grant anniversaries; e.g., 2024 grants vest over 3 years |
| LTI – PSUs (2025–2027) | Added metric: New Growth Vectors | 4th component added | 3-year | Incorporated into PSU | Measured by new wins across automotive/industrial platforms, expanding book orders and awarded revenue |
Equity Ownership & Alignment
- Anti-hedging and anti-pledging: Directors and executive officers are prohibited from hedging or pledging GTX stock; policy also restricts trading during blackout periods .
- Ownership guidelines: NEO multiples are CEO 5x, CFO/CTO/GC 3x, SVP Integrated Supply Chain 2x; in 2025, guidelines for executive officers reporting to the CEO increased to 3x base salary .
- Compliance and pledging: All NEOs were in compliance with ownership guidelines as of Dec 31, 2024, and none of the shares shown as beneficially owned by directors and executive officers were pledged; 204,546,908 shares were outstanding as of March 14, 2025 (for percentage calculations in the ownership table) .
- Historical personal ownership (disclosed): As of March 29, 2022, Spenninck held 11,947 RSUs vesting within 60 days and 10,000 common shares .
Employment Terms
| Provision | Economics / Terms | Trigger | Notes |
|---|---|---|---|
| Company Severance Plan (Designated Officers) | Base salary continuation: 18 months (CEO 24 months); prorated annual bonus based on actual (or target if legally required); continued health/welfare during severance period | Involuntary termination without “cause” | Adopted effective May 1, 2023; health benefits typically government-provided in Switzerland (no continued company benefits) |
| Change-in-Control (Double Trigger) | Cash severance: 18 months’ salary (CEO 24); plus 1.5x target annual bonus (CEO 2x); prorated annual bonus; continued health/welfare during severance period | Terminated without “cause” or resign for “good reason” after a change-in-control | Applies to NEOs under plan; double-trigger structure, no excise tax gross-ups |
| Equity – RSUs (no CIC) | Next scheduled tranche immediately vests | Terminated without cause, good reason, retirement (definitions per LTI Plan) | Requires effective release of claims |
| Equity – PSUs (no CIC) | Remain eligible to vest pro-rata per terms | Terminated without cause, good reason, retirement; death/disability similarly treated (except TSR PSUs) | Pro-rata vesting per plan |
| Equity – RSUs (post-CIC) | All unvested RSUs immediately vest | Double trigger within 2 years post-CIC, if awards are continued and not assumed | Immediate vesting |
| Equity – PSUs (post-CIC) | All unvested PSUs immediately vest at 100% performance; stock price hurdles equitably adjusted | Double trigger within 2 years post-CIC, if awards are continued and not assumed | Settlement within 60 days post-termination |
| Clawback | Recovery of incentive-based comp upon qualifying accounting restatement | Restatement | Policy filed as 10-K exhibit |
Company Performance (Context)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net sales ($M) | 3,886 | 3,475 |
| Adjusted EBITDA ($M) | 635 | 598 |
| Adjusted EBITDA Margin (%) | 16.3% | 17.2% |
| Adjusted Free Cash Flow ($M) | 422 | 358 |
- Capital returns: Repurchased $296M of common shares in 2024 (≈13% reduction in share count) and introduced a $50M annual dividend with a new $250M repurchase program for 2025 .
Compensation Governance and Peer Benchmarking
- Strong governance: No single-trigger severance; no option repricing; no excise tax gross-ups; ownership requirements; anti-hedging/pledging; independent Committee oversight and advisor; 98% Say-on-Pay approval at 2024 meeting .
- PSU peer group (2024 grants): Allison Transmission, American Axle, Autoliv, BorgWarner, Cooper-Standard, Dana, Gentex, Modine, Sensata, Timken, Visteon, plus several European auto suppliers (Autoneum, ElringKlinger, HELLA, Martinrea, TI Fluid Systems) .
Investment Implications
- Alignment: The blend of ICP (EBITDA/margin/FCF conversion) and multi-factor PSUs (TSR, EBITDA, margin) tightly links pay to value creation and cash generation; RSU time-based structure supports retention .
- Retention risk: RSU tranches vest annually over three years and PSUs vest at cycle end, moderating departure risk; double-trigger CIC terms further stabilize leadership through strategic events .
- Selling pressure: Annual RSU vesting can create periodic liquidity for executives, but trading is restricted by blackout windows and anti-hedging/pledging policies; absent Form 4 data, no specific insider selling trend can be inferred .
- Governance quality: Strong clawback and no repricing/pledging reduce red flags; high Say-on-Pay support signals investor confidence in pay design .
- Data gaps: Spenninck is not a 2024 NEO; individual salary/bonus/equity grant values and current beneficial ownership are not disclosed, limiting precision on his personal pay-for-performance and “skin-in-the-game” analyses .