Paul Camuti
Garrett MotionAbout Paul Camuti
Independent director of Garrett Motion Inc. since February 9, 2024; age 63. Retired Executive Vice President, Chief Technology, Sustainability, and Strategy Officer at Trane Technologies (Feb 2020–Dec 2024) with prior senior innovation and technology leadership roles at Ingersoll Rand and Siemens AG. Serves on the Nominating & Governance and Talent Management & Compensation Committees; the Board has determined he is independent under Nasdaq rules . Combined Board+committee attendance across incumbents was >97% in 2024, with each at least 85% attendance; the Board met nine times and holds regular executive sessions led by the Non‑Executive Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trane Technologies (NYSE: TT) | EVP, Chief Technology, Sustainability, and Strategy Officer | Feb 2020–Dec 2024 | Led technical strategy, innovation practices, and sustainability |
| Ingersoll Rand | Senior Vice President Innovation; Chief Technology & Strategy Officer (roles of increasing responsibility) | Since 2011 (pre‑Trane separation) | Technology and strategy leadership in global industrials |
| Siemens AG | Senior technology and business leadership roles | Not disclosed | Technology/business leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The ExOne Company | Director | 2021 | Former public company directorship |
Board Governance
- Independence: The Board determined Camuti (and 7 other nominees) are independent; CEO Olivier Rabiller is not independent .
- Committee assignments: Member, Nominating & Governance (7 meetings in 2024) and Talent Management & Compensation (8 meetings in 2024). Both committees are fully independent; TMC meets heightened Nasdaq independence standards .
- Board effectiveness: 8 of 9 nominees independent; annual elections; majority voting with resignation policy; executive sessions of non‑employee directors held regularly; Board and committees conduct annual self‑evaluations; continuing director education policy .
- Attendance: Incumbent directors averaged >97% attendance; each attended ≥85% of Board/committee meetings in 2024; Board met nine times .
- Leadership structure: Non‑Executive Chair (Daniel Ninivaggi) presides over executive sessions; separation of Chair and CEO roles .
Fixed Compensation
| Component (Director Pay Framework) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $90,000 | 2024 schedule; increased to $100,000 for 2025 |
| Committee Chair retainers | Audit $25,000; TMC $20,000; N&G $15,000; Finance $10,000 | 2024 schedule |
| Committee member retainers | Audit $10,000; TMC $7,500; N&G $7,500; Finance $5,000; Other $5,000 | 2024 schedule |
| 2024 Fees earned by Camuti | $89,217 | Partial‑year service (appointed Feb 9, 2024) |
Performance Compensation
| Equity Component | Value/Units | Vesting/Terms |
|---|---|---|
| Annual RSU grant target (non‑employee directors) | $140,000 | Grants made on the date of the annual meeting; RSUs vest on the earlier of 1‑year anniversary, death/disability, removal in a change in control, or next annual meeting. Prorated grants for mid‑cycle appointees; increased target to $150,000 for 2025 |
| 2024 Stock awards (Camuti) | $182,570 | Value reported for 2024 equity awards |
| Held RSUs (each current non‑employee director as of 12/31/2024) | 15,927 RSUs | Outstanding RSUs count at year‑end for current non‑employee directors |
| DSU deferral program | Elect 100% or 50% of retainers into DSUs | Settles at change in control or six months post‑Board service end; Chair’s 2025 cash retainer settled in DSUs |
Compensation governance: Clawback policy for executives; prohibition on hedging/pledging; independent consultant (Meridian) advises TMC and was determined independent with no conflicts; say‑on‑pay approval was ~98% in 2024 (signal of shareholder support for pay programs) .
Other Directorships & Interlocks
- Investor designation rights: Centerbridge and Oaktree each have one Board designee if they own ≥10% (Mahony and Tesoriere, respectively). Camuti is not a designee of an investor, supporting independence .
- TMC interlocks: None; no insiders or officer interlocks during 2024. In May 2024, TMC membership changed to add Camuti, Drees, Tesoriere; committee remained fully independent .
Expertise & Qualifications
- Technology, innovation, and sustainability leadership with significant industrial sector focus; global business strategy experience aligned to Garrett’s advanced technologies and electrification roadmap .
Equity Ownership
| Holder | Total Beneficial Ownership | % Outstanding | Breakdown/Notes |
|---|---|---|---|
| Paul Camuti | 5,883 shares | <1% | 1,613 deferred stock units (DSUs) and 4,270 common shares |
| Shares pledged as collateral | None | — | “None of the shares…are pledged” (directors/executives) |
| Director ownership guidelines | 5x annual cash retainer | — | As of Dec 31, 2024, two directors who joined in 2024 (including Camuti) had not yet met the guideline; retention of ≥50% of shares until compliance |
Governance Assessment
- Board effectiveness and independence: Strong overall structure with 8/9 independent nominees, majority voting/resignation policy, regular executive sessions, and robust refreshment (Camuti added in 2024 to deepen technology/sustainability oversight) .
- Committee roles: Camuti’s placement on N&G and TMC aligns with his strategy/innovation background and embeds him in director succession/ESG oversight and pay governance; both committees are independent and active (7 and 8 meetings in 2024) .
- Ownership alignment: Camuti holds common shares and DSUs; subject to 5x retainer guideline and retention policy. As a 2024 appointee, he was not yet in compliance at year‑end, which is typical early in tenure given vesting cycles, but investors may monitor pace of compliance in 2025 .
- Compensation signals: Director pay mixes cash and time‑vested RSUs with optional DSU deferral, reinforcing alignment; no option awards, no repricing; anti‑hedging/pledging policy reduces misalignment risk .
- Potential conflicts and related‑party exposure: Garrett purchased ~$1.0 million of services from Trane in 2024 while Camuti was a Trane executive officer; the Audit Committee’s Related Person Transaction Policy governs review/approval of such items (approve only if in the Company’s best interests). This is a manageable but notable related‑party linkage that investors should monitor for scope and independence safeguards (RED FLAG if volumes or terms expand materially) .
- Shareholder feedback: ~98% say‑on‑pay support in 2024 indicates broad approval of compensation structure and governance approach (positive signal) .
Overall: Camuti enhances Board technology and sustainability oversight and serves on key governance and compensation committees under a framework of strong independence and policies. The Trane related‑party transactions present a monitoring point; otherwise alignment and engagement indicators are solid .