Sean Deason
Garrett MotionAbout Sean Deason
Sean Deason, 53, has served as Garrett Motion’s Senior Vice President and Chief Financial Officer since June 15, 2020. He holds a Masters of International Management from Thunderbird School of Global Management and is a Certified Management Accountant . 2024 incentive outcomes show strong pay-for-performance alignment: his annual cash ICP paid out at 141% of target, and company PSU metrics for the ongoing 2023–2025 cycle had reached 100% achievement for Adjusted EBITDA/Margin and 140% for Relative TSR by December 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WABCO Holdings Inc. | Chief Financial Officer & Controller | Apr 2019 – Jun 2020 | Senior finance leadership at a commercial vehicle technology manufacturer |
| WABCO Holdings Inc. | VP Controller & Investor Relations | Jun 2015 – Apr 2019 | Led controllership and IR functions |
| Evraz N.A. | Vice President, Financial Planning & Analysis | ~4 years | Led FP&A at a steel products manufacturer |
| Lear Corporation | Director, Finance (Corporate BP&A; Asia Pacific Ops); Assistant Treasurer; other roles | ~12 years from Aug 1999 | Progressive finance leadership across corporate and regional operations |
External Roles
No external public company directorships disclosed for Deason in the executive officer biographies of the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $626,402 | $701,046 | $663,351 |
| Annual Base Salary Set by Committee ($) | — | $656,512 | $672,925 (effective Aug 1, 2024) |
| % Increase YoY (set salary) | — | — | 2.5% |
| All Other Compensation ($) | $115,235 | $109,175 | $89,384 |
| Car Allowance ($) | — | — | $22,916 |
| Health Insurance/Medical Allowance ($) | — | — | $37,109 |
| Tax Planning ($) | — | — | $13,915 |
| Other Reimbursement ($) | — | — | $15,443 |
Performance Compensation
Annual Incentive (ICP)
| Metric | 2024 Target | 2024 Threshold | 2024 Maximum | 2024 Actual |
|---|---|---|---|---|
| Target ICP (% of Base Salary) | 80% | — | — | — |
| Potential ICP Payout ($) | $538,340 target | $134,585 | $1,076,680 | $744,255 (141% of target) |
| Company vs Individual Weighting | 75% Company / 25% Individual | — | — | — |
| 2024 Deason Individual Goals | Capital allocation plan; share repurchase; expand sell-side coverage; fixed cost/productivity; evaluate inorganic opportunities | — | — | — |
Long-Term Incentives (RSUs/PSUs)
- Structure: 60% PSUs / 40% RSUs for NEOs .
- 2024 Grants to Deason: 87,699 PSUs (target) and 58,466 RSUs; grant date fair values $1,003,277 (PSUs) and $415,384 (RSUs) .
- PSU Metrics and Weighting: Relative TSR (peer-based), cumulative Adjusted EBITDA, cumulative Adjusted EBITDA Margin; weighted evenly (one-third each) for 2024–2026 cycle; vest at end of 3-year period (Jan 1, 2024–Dec 31, 2026) with payout scale 0–200% and TSR percentile thresholds (25th=50%, 50th=100%, 75th=200%) .
- RSU Vesting: Three equal annual installments on grant anniversaries over three years, subject to continued employment .
- 2023–2025 Achievement Update: By Dec 31, 2024, Adjusted EBITDA and Margin reached 100% achievement; Relative TSR reached 140% achievement for the 2023–2025 performance award .
- Options: No stock options granted in 2022–2024 .
PSU Metric Detail (Illustrative for current cycles)
| Performance Cycle | Metric | Weighting | Target | Achievement Status | Payout Scale | Vesting |
|---|---|---|---|---|---|---|
| 2023–2025 | Relative TSR (peer-based) | 33% | 50th percentile = 100% payout | 140% achievement by 12/31/2024 | 0–200%; 25th=50%, 50th=100%, 75th=200% | At cycle end (Dec 31, 2025) |
| 2023–2025 | Cumulative Adjusted EBITDA | 33% | Company-set targets | 100% achievement by 12/31/2024 | 0–200% | At cycle end (Dec 31, 2025) |
| 2023–2025 | Cumulative Adjusted EBITDA Margin | 33% | Company-set targets | 100% achievement by 12/31/2024 | 0–200% | At cycle end (Dec 31, 2025) |
| 2024–2026 | Relative TSR | 33% | 50th percentile = 100% payout | In progress | 0–200% | At cycle end (Dec 31, 2026) |
| 2024–2026 | Cumulative Adjusted EBITDA | 33% | Company-set targets | In progress | 0–200% | At cycle end (Dec 31, 2026) |
| 2024–2026 | Cumulative Adjusted EBITDA Margin | 33% | Company-set targets | In progress | 0–200% | At cycle end (Dec 31, 2026) |
- 2025 LTI Changes: Added a 4th PSU component tied to “New Growth Vectors” measured by wins and awarded revenue across auto/industrial platforms for 2025–2027 .
Relative TSR Peer Group (for 2024 PSUs)
Allison Transmission, American Axle, Autoliv, BorgWarner, Cooper-Standard, Dana, Gentex, Modine, Sensata, Timken, Visteon, Autoneum, ElringKlinger, HELLA, Martinrea, TI Fluid Systems .
Equity Ownership & Alignment
| Ownership Detail | Amount / Policy |
|---|---|
| Shares of common stock held (as of Mar 14, 2024) | 147,152 shares |
| RSUs vesting within 60 days (as of Mar 14, 2024) | 29,901 RSUs |
| Stock vested in 2024 | 159,305 shares vested; $1,493,202 realized value |
| Ownership Guidelines | CFO must hold ≥3x base salary; all NEOs compliant as of Dec 31, 2024 |
| Hedging/Pledging | Explicitly prohibited for directors/executive officers and related parties |
| Equity Grant Practices | Fixed grant dates; grant price at FMV; no backdating or repricing without shareholder approval |
Employment Terms
| Term | Detail |
|---|---|
| Appointment & Start Date | Appointed SVP & CFO on May 29, 2020; effective June 15, 2020 |
| Base Salary & ICP Target | Salary $677,143 at hire; $663,351 in 2024; ICP target 80% of base salary |
| Annual Equity Target | 170% of salary initially; increased to 200% in 2024 |
| Sign-on / Relocation Bonuses | $1,063,570 sign-on (repay if termination within 1 year); $159,535 relocation (repay if termination before 2 years, except redundancy) |
| Perquisites | $1,910/month car allowance; medical allowance; periodic executive physicals; vacation per policy |
| Non-Compete / Non-Solicit | 2-year non-compete; 1-year non-solicit post-termination |
| Clawback | Company clawback policy for incentive comp upon qualifying accounting restatement (filed as 10-K exhibit) |
Severance / Change-in-Control Economics (as of Dec 31, 2024)
| Scenario | Cash ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|
| Termination Without Cause (no CIC) | 1,753,642 | 1,230,732 | 2,984,374 |
| Termination Without Cause in Connection with a CIC | 2,561,152 | 3,001,915 | 5,563,067 |
| Death | — | 1,230,732 | 1,230,732 |
| Disability | — | 1,230,732 | 1,230,732 |
| Note: CIC table assumes successor assumes awards; equity values based on $9.03 closing price on 12/31/2024; PSU values estimated and subject to actual performance . |
Multi-Year Compensation Summary (Total Reported)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Change in Pension Value ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 626,402 | — | 378,952 | 81,270 | 115,235 | 1,201,859 |
| 2023 | 701,046 | 1,362,081 | 887,669 | 104,805 | 109,175 | 3,164,776 |
| 2024 | 663,351 | 1,567,473 | 744,255 | 110,556 | 89,384 | 3,175,018 |
Compensation Structure Analysis
- Equity-heavy LTI (60% PSUs) directly ties payouts to Relative TSR and multi-year EBITDA/EBITDA Margin, with demonstrated over-target TSR achievement mid-cycle for 2023–2025, reinforcing alignment with shareholder returns .
- No stock options granted in 2022–2024, indicating preference for full-value awards (RSUs/PSUs) and reduced risk of option repricing; repricing is prohibited without shareholder approval .
- Ownership guidelines at 3x salary and prohibition on hedging/pledging strengthen alignment and reduce governance risk; all NEOs were in compliance as of year-end 2024 .
Risk Indicators & Red Flags
- Section 16 Compliance: The company noted nine Form 4s were inadvertently filed three days late in connection with PSU vesting across executive officers in 2024; no ongoing issues indicated .
- Hedging/Pledging: Prohibited for executives, mitigating misalignment risk .
- Clawback: Restatement-based clawback policy in place (10-K exhibit), reducing financial reporting risk .
Say-on-Pay & Peer Group
- Pay-Versus-Performance disclosure provided; CEO pay ratio 296:1 for 2024 (context for broader compensation governance) .
- PSU peer set for TSR includes 16 automotive/industrial peers, ensuring relative performance benchmarking .
Investment Implications
- Pay-for-performance alignment is robust: ICP at 141% of target and PSU mid-cycle achievements ≥100% on EBITDA/Margin and 140% on TSR suggest operational delivery and shareholder return focus; this supports confidence in execution and capital allocation under Deason’s remit .
- Retention risk appears contained: three-year RSU vesting cadence, material CIC double-trigger economics, and 3x salary ownership guidelines promote retention; monitor vesting dates and March/May cadence for potential sell-to-cover pressures given 2024 vesting volumes (159,305 shares) .
- Governance safeguards are strong: explicit anti-hedging/pledging and clawback policy reduce alignment and financial reporting risks; absence of option grants limits repricing risk .
- Trading signals: Watch PSU performance updates against TSR and EBITDA/Margin targets for 2025–2026; sustained over-target TSR could drive elevated PSU realizations, while any deterioration may compress expected payouts and reduce insider selling pressure at vest .