Joachim Drees

About Joachim Drees

Joachim Drees, age 60, has served as an independent director of Garrett Motion Inc. (GTX) since May 2024. He is Chief Executive Officer of Franz Haniel & Cie. GmbH (since October 2024) and previously served as CEO of MAN SE and MAN Truck & Bus SE (2015–July 2020), with Executive Board responsibilities at TRATON SE; he holds a business administration degree from the University of Stuttgart and an MBA from Portland State University .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Drees is independent under Nasdaq rules; GTX has 8 of 9 independent director nominees .
• Committee assignments (2024 activity and current):
  • Audit Committee member (11 meetings in 2024; committee fully independent; Audit Chair is Robert Shanks) .
  • Talent Management & Compensation Committee member (8 meetings in 2024; committee fully independent; Chair is Julia Steyn) .
• Board attendance: GTX held 9 Board meetings in 2024; all incumbents attended at least 85% of Board and applicable committee meetings .
• Executive sessions: Regular executive sessions of non-employee directors, chaired by the Non-Executive Chair, held throughout 2024 .
• Shareholder support: Re-elected in 2025 with 174,095,213 “FOR” votes and 338,480 “AGAINST” (broker non-votes 14,184,337) .

Fixed Compensation

• Non-employee director cash fee framework (2024):
  • Annual Board cash retainer $90,000; Non-Executive Chair $100,000 .
  • Committee chair retainers: Audit $25,000; Talent & Comp $20,000; Nominating & Governance $15,000; Finance $10,000 .
  • Committee member retainers: Audit $10,000; Talent & Comp $7,500; Nominating & Governance $7,500; Finance $5,000 .
• 2025 adjustments: Annual cash retainer increased to $100,000; Non-Executive Chair retainer to $140,000 .
• Drees 2024 cash fees earned: $63,496 (partial year, elected at May 29, 2024) .

Performance Compensation

• Annual RSU grants to non-employee directors target $140,000 in 2024; vest on the earlier of one year, next annual meeting, death/disability, or removal in connection with change in control; prorated grants for mid-cycle joiners vest at next meeting .
• 2025 RSU target increased to $150,000 .
• Director fee deferral program: directors may elect to receive retainer fees in deferred fully vested stock units (DSUs) under the LTI Plan; DSUs settle on earlier of change in control or six months after board service ends; Non-Executive Chair’s 2025 cash retainer settled in DSUs .
• Drees 2024 stock award value: $139,998; each current non-employee director held 15,927 RSUs as of Dec 31, 2024 .

Other Directorships & Interlocks

• Potential interlocks/conflicts: GTX disclosed related-person transactions with Trane Technologies (Camuti prior executive role) and share repurchases from Sessa and Centerbridge; no transactions or relationships involving Drees are disclosed in the related-party section, and the Audit Committee oversees related-party reviews .

Expertise & Qualifications

• Commercial vehicle leadership (CEO of MAN; senior roles at Daimler/Mercedes-Benz Trucks) .
• Board and governance experience (TRATON Executive Board; audit chair at a public SPAC; nomination/governance experience at Renk) .
• Finance and operations (CFO at Drees & Sommer; controlling; M&A) .
• Education: University of Stuttgart (business administration); MBA Portland State University .

Equity Ownership

• Beneficial ownership: 3,297 deferred stock units (DSUs); less than 1% of shares outstanding (based on 204,546,908 shares as of March 14, 2025) .
• RSUs held: 15,927 RSUs as of Dec 31, 2024 (non-employee directors) .
• Ownership guidelines: non-employee directors must hold ≥5× annual cash retainer; as of Dec 31, 2024, Drees (and Camuti) had not yet met the guideline (new directors), with retention requirement of ≥50% of shares from grants until guideline met; 2025 increase for Non-Executive Chair guideline to ≥6× retainer .
• Hedging/pledging: prohibited for directors and executive officers .

Fixed Compensation (Director Program Details)

Performance Compensation (Director Equity)

Governance Assessment

• Board effectiveness/engagement: High 2024 attendance and fully independent key committees underscore strong oversight; Drees’ roles on Audit and Compensation place him at the center of financial reporting and pay governance .
• Investor confidence: Strong re-election vote for Drees in 2025 and high say-on-pay approvals (≈98% in 2024; robust support again in 2025) indicate favorable shareholder sentiment toward governance and pay practices .
• Alignment and policies: Director ownership guideline (≥5× retainer) with retention requirements, anti-hedging/pledging policy, and committee independence support alignment and risk mitigation; note Drees had not yet met ownership guideline at 2024 year-end due to new appointment—a timing factor to monitor rather than a structural concern .
• Conflicts/red flags: No related-party transactions disclosed involving Drees; Audit Committee oversees related-party reviews. Current external CEO role (Haniel) and SPAC board service present typical outside commitments but no disclosed GTX conflicts; continued monitoring warranted given private investments in EV software .

RED FLAGS: None disclosed specific to Drees. Monitor ownership guideline compliance timeline (new director) and any future related-party exposure from external roles or private investments .