Robert Shanks - Director | Garrett Motion (GTX) Executive Profile & Compensation

About Robert Shanks

Independent director since April 2021; age 72. Former Executive Vice President and CFO of Ford Motor Company (2012–2019), with prior finance leadership roles at Ford (Controller, Chief Risk Officer), Premier Automotive Group (CFO), and Mazda Motor Corporation (CFO). Designated audit committee financial expert; currently serves as Audit Committee Chair and member of the Talent Management & Compensation Committee . Board independence affirmed by the Board (8 of 9 nominees independent) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Ford Motor Company	EVP & CFO; Controller; Chief Risk Officer	2012–2019 (CFO); earlier roles from 2004 onward	Oversaw corporate strategy and Ford Motor Credit; deep public-company finance and risk oversight experience
Premier Automotive Group (Ford)	CFO	Prior to July 2004	Global automotive finance leadership
Mazda Motor Corporation	CFO	Prior period	Multinational automaker finance leadership
Ford Asia-Pacific and Ford Lio Ho (Taiwan)	Finance and business development roles	Prior period	International finance and BD experience

External Roles

No current public-company directorships disclosed for Robert Shanks. Prior roles are operating/executive positions (not board seats) at Ford, PAG, Mazda .

Board Governance

Independence: Determined independent under Nasdaq rules; one of 8 independent nominees .
Committees and meeting cadence:
- Audit Committee: Chair; 11 meetings in 2024; Shanks and Norman designated audit committee financial experts .
- Talent Management & Compensation (TMC): Member; 8 meetings in 2024 .
Attendance: Incumbent directors had combined attendance >97%, with each attending at least 85% of Board and committee meetings in 2024; Board met 9 times; regular executive sessions of non-employee directors .
Audit Committee Report: Signed by Robert Shanks (Chair), evidencing active oversight of financial reporting and auditor independence .
Governance practices: Majority voting with resignation policy; regular executive sessions; proxy access; no poison pill; anti-hedging/anti-pledging policy .

Committee	Role	2024 Meetings	Key responsibilities (selected)
Audit	Chair	11	Financial reporting oversight; auditor appointment/independence; related-party transaction review; enterprise/financial risk (incl. cybersecurity)
TMC	Member	8	CEO/NEO compensation design; stock ownership and clawback policy; succession planning; HR strategy and ESG linkage review

Fixed Compensation

Year	Cash Retainer and Committee Fees ($)	Equity (RSUs) ($)	Total ($)
2024	122,500	139,998	262,498
Notes	Board retainer $90,000; Audit Chair $25,000; TMC member $7,500; target RSU value $140,000; RSUs outstanding per director at year-end: 15,927 units

Forward structure changes (effective 2025):

Annual Board cash retainer increased to $100,000; Non-Executive Chair to $140,000.
Annual director RSU target value increased to $150,000 .

Performance Compensation

No performance-based equity for directors disclosed; annual grants are time-vested RSUs with vesting at the earlier of one year, next annual meeting, death/disability, or removal in connection with change-in-control; prorated grants for mid-term appointments .

Equity Instrument	Grant cadence	Vesting conditions	Cap
RSUs	Annual on date of shareholder meeting	Vest on 1-year anniversary or next annual meeting; accelerated on death/disability/CoC removal	Director total annual compensation capped at $750,000 under LTI Plan

Other Directorships & Interlocks

Investor-designee directors on GTX’s Board (not Shanks): Centerbridge (Kevin Mahony) and Oaktree (Steven Tesoriere) per Investor Rights Agreement; Garrett repurchased shares from Sessa and Centerbridge in 2024 at market terms .
No related-party transactions disclosed involving Robert Shanks .

Expertise & Qualifications

Financial expertise: Former public-company CFO; designated audit committee financial expert .
Industry experience: 42+ years in automotive across finance, strategy, and risk .
Education: B.S. in Foreign Service (Georgetown University); M.A. in International Management (American Graduate School of International Management) .

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	RSUs Outstanding	Pledged/Hedged
Robert Shanks	51,854	<1%	15,927 (per director standard at 12/31/24)	Prohibited by policy; none pledged
Notes	% based on 204,546,908 shares o/s at 3/14/2025; footnote states “Less than 1%.” Director stock ownership guidelines: 5x annual cash retainer; all eligible directors except two 2024 appointees (Camuti, Drees) met guidelines .

Governance Assessment

Strengths
- Audit Committee leadership and financial expertise enhance oversight of reporting, controls, and auditor independence; Shanks signs Audit Committee Report .
- High engagement with robust committee activity (11 Audit; 8 TMC), strong Board attendance culture (>97% combined; each ≥85%) .
- Alignment mechanisms: director stock ownership guidelines (5x retainer), anti-hedging/anti-pledging, clawback policy, majority voting with resignation policy .
- Compensation structure balanced (cash + time-vested RSUs), with 2025 increases aligning with market norms; annual cap on director compensation .
Potential risks/considerations
- Investor-designee presence on Board (Centerbridge, Oaktree) introduces potential for divergent capital allocation priorities; mitigated by independent committee compositions and governance policies .
- Section 16 reporting: Company noted nine late Form 4s for executive officers tied to PSU vesting (no director-specific issues stated); monitor compliance rigor .
- Retirement policy limits service beyond the annual meeting following age 75; Shanks at 72, implying remaining window of typical service under current policy .
Market confidence signals
- Strong 2024 Say-on-Pay support (~98%), indicating shareholder endorsement of compensation governance; continued pay-for-performance in executive programs overseen by TMC where Shanks participates .