Steven Tesoriere
Garrett MotionAbout Steven Tesoriere
Steven Tesoriere (age 47) is an independent director of Garrett Motion Inc. (GTX) since April 2021 and the Oaktree Capital Management LP designee under the Investor Rights Agreement; he serves as Managing Director and Co‑Portfolio Manager at Oaktree . At GTX he is a member of the Talent Management & Compensation Committee and the Finance Committee; he holds no chair roles . GTX’s Board held nine meetings in 2024, with incumbent directors’ attendance at least 85% and a combined rate over 97%, and the Board conducts regular executive sessions of non‑employee directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oaktree Capital Management LP | Managing Director; Co‑Portfolio Manager | 2016–present | Distressed/event-driven investing track record |
| Altai Capital Management | Managing Principal; Portfolio Manager | 2009–2016 | Focused on distressed debt and event-driven equities |
| Anchorage Capital Group | Founding Analyst | ~6 years (prior to 2009) | Early-stage investment research in distressed situations |
| Blackstone (Restructuring & Reorganization Group) | Analyst (career start) | Not disclosed | Restructuring advisory experience |
| Goldman Sachs | Distressed Debt Research | Not disclosed | Sell-side research coverage of distressed credit |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oaktree Capital Management LP | Managing Director; Co‑Portfolio Manager | 2016–present | Large holder in GTX via affiliated entities (see Equity Ownership) |
Board Governance
- Independence: Board determined Tesoriere (and 7 other nominees) are independent under Nasdaq rules; the CEO is not independent .
- Investor designation: Oaktree and Centerbridge each retain one Board designee while owning ≥10% of voting securities; Tesoriere is Oaktree’s designee (Mahony is Centerbridge’s) .
- Committee assignments:
- Talent Management & Compensation Committee (member; 8 meetings in 2024)
- Finance Committee (member; 10 meetings in 2024)
- Attendance: Board met nine times in 2024; each incumbent director attended ≥85% of Board and applicable committee meetings; overall attendance >97% .
- Executive sessions: Non‑employee directors hold regular executive sessions, chaired by the Non‑Executive Chair .
- Governance safeguards: Majority voting and mandatory resignation policy for failed elections, clawback, anti‑hedging/pledging, proxy access, no poison pill, and no supermajority provisions .
Fixed Compensation
| Component (2024) | Amount/Status | Notes |
|---|---|---|
| Board cash retainer | Not eligible | As an employee/director/officer of a shareholder with designation rights, Tesoriere was not eligible for director compensation |
| Committee member fees | Not eligible | Same as above |
| Annual RSU grant | Not eligible | Non‑employee directors normally receive time‑vested RSUs; Tesoriere did not receive due to designation status |
Performance Compensation
| Performance Element | Metric/Terms | Outcome |
|---|---|---|
| Director equity | Time‑vested RSUs; vest on meeting-to-meeting cycle or one-year anniversary; no performance metrics | Not applicable to Tesoriere in 2024 due to compensation ineligibility |
GTX director pay structure features fixed retainers and time‑vested RSUs; directors do not have performance‑based pay metrics, so no pay‑for‑performance elements apply to directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Tesoriere’s GTX bio lists investment roles; no other public company directorships are disclosed |
- Compensation committee interlocks: GTX discloses no compensation committee interlocks or insider participation in 2024; Tesoriere joined the committee in May 2024 alongside Camuti and Drees; no members were company officers .
Expertise & Qualifications
- Extensive financial and investment expertise in distressed debt and event‑driven equities; advisory experience in business strategy and growth .
- Board-level exposure on investor-designated governance matters; experience aligning capital allocation and restructuring considerations with shareholder value .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Steven Tesoriere | — | — | No personal beneficial ownership reported as of March 14, 2025 |
| Oaktree (affiliates) | 44,082,816 | 21.6% | Aggregate holdings across Oaktree entities; address listed in filing |
- Pledging/hedging: GTX policy prohibits directors from hedging or pledging Company securities; none of the shares shown as beneficially owned by directors and executive officers are pledged .
- Director stock ownership guidelines: Non‑employee directors must hold ≥5x annual cash retainer; compliance noted for “eligible” non‑employee directors (two 2024 additions had not yet met); the Non‑Executive Chair guideline increased to 6x for 2025 .
Governance Assessment
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Strengths:
- Formal independence determination under Nasdaq; strong committee structure and meeting cadence (TMCC: 8; Finance: 10) .
- Robust governance safeguards (clawback; anti‑hedging/pledging; proxy access; majority voting with resignation policy), and high director attendance (>97%) supports board effectiveness .
- Shareholder support signals: 98% Say‑on‑Pay approval at 2024 meeting .
-
Potential conflicts and mitigants:
- RED FLAG potential: Investor-designee status combined with Oaktree’s 21.6% ownership can create perceived conflicts, particularly with Finance Committee matters (capital structure, buybacks, M&A) and TMCC oversight of executive compensation .
- Mitigants: Formal independence determination; related‑party transaction policy places approval with the Audit Committee; disclosed 2024 repurchases involved Centerbridge and Sessa, not Oaktree .
- Alignment: Tesoriere disclosed no personal GTX share ownership; alignment appears indirect via Oaktree’s significant stake; directors are subject to anti‑hedging/pledging and stock ownership guidelines (for “eligible” non‑employee directors) .
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Net view: Board process and safeguards are strong; investor-designee influence should be monitored around capital allocation and compensation decisions. Continued transparency on related‑party transactions and adherence to committee charters (including use of independent compensation consultants) supports investor confidence .
Committee responsibilities and independent oversight are clearly defined; TMCC uses independent consultant Meridian and follows structured processes for pay decisions, which reduces interlock risk despite investor-designee participation .