Thierry Mabru
Garrett MotionAbout Thierry Mabru
Senior Vice President, Integrated Supply Chain (ISC) at Garrett Motion (GTX) since the 2018 spin-off; previously held manufacturing and supply-chain leadership roles at Honeywell Transportation Systems and Honeywell Aerospace EMEAI. Education: Master of Science, ISAE/ENSMA (France) . Age listed as 55 in the 2023 proxy; continued service as SVP, ISC through 2025 . Company performance context during his tenure includes 2023 net sales of $3.9B (+8% YoY), Adjusted EBITDA $635M (16.3% margin) , and 2024 ICP outcomes driven by above-max Adjusted EBITDA Margin (17.5% → 200% payout for that metric), near-target Adjusted EBITDA ($615M → 97%), and FCF Conversion (61% → 111%) . Beneficial ownership: 69,116 shares (<1%); no pledging allowed under company policy and none pledged in beneficial ownership table .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Garrett Motion | SVP, Integrated Supply Chain | 2018–present | Leads end-to-end supply chain transformation and GEM deployment; ESG environment initiatives included in 2024 individual goals . |
| Honeywell Transportation Systems | VP, Global Integrated Supply Chain | Mar 2013 – 2018 | Global supply chain leadership prior to spin-off . |
| Honeywell Transportation Systems | Sr. Director, Global Advanced Manufacturing Engineering | Apr 2011 – Feb 2013 | Led advanced manufacturing engineering across operations . |
| Honeywell Aerospace EMEAI | Director, Program Management Office | Sep 2006 – Feb 2011 | Ran PMO across EMEAI region . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FMP Group Australia Pty Ltd | Director | Not disclosed | Board role at friction materials manufacturer . |
| FMP Group Pty Ltd | Director | Not disclosed | Board role at friction materials manufacturer . |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | 443,161 | 458,230 | 523,383 | 501,729 (annual rate; paid in CHF converted; 2024 base rate table) |
| Target ICP (% of Salary) | 70% (in effect by 2021) | 70% | 70% | 70% |
| Actual ICP/Bonus ($) | 471,965 | 293,642 | 549,620 | 476,768 (136% of target) |
| All Other Compensation ($) | 22,650 | 22,412 | 24,591 | 22,916 (car allowance) |
Notes:
- 2024 “All Other Compensation” shows car allowance of $22,916; company discloses standard perquisites and no tax gross-ups; anti-hedging/pledging policy applies .
- Base salary table shows 2024 annualized rates; amounts paid are in CHF converted to USD per methodology .
Performance Compensation
2024 Short-Term Incentive (ICP) – Company Metrics and Outcomes
| Metric | Weight | Threshold | Target | Maximum | Achievement | Payout scaling |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 40% | 527 | 620 | 713 | 615 | 97% |
| Adjusted EBITDA Margin (%) | 40% | 14.7% | 16.0% | 17.3% | 17.5% | 200% |
| Adjusted Free Cash Flow Conversion (%) | 20% | 51.0% | 60.0% | 69.0% | 61.0% | 111% |
- Individual performance goals (25% weighting) for Mr. Mabru in 2024: finalize end-to-end supply chain transformation; deploy flexible industrial strategy; continue GEM deployment and process compliance; deliver ESG environment milestones .
- Thierry Mabru’s total 2024 ICP payout: $476,768 (136% of target) .
Long-Term Incentive Plan (LTI) – Design and Thierry’s Awards
Structure and metrics:
- Mix: 60% PSUs, 40% RSUs for NEOs .
- PSU metrics and weightings: Relative TSR (peer group), cumulative Adjusted EBITDA ($M), and cumulative Adjusted EBITDA Margin (%), equally weighted; three-year performance period; payouts 0–200% .
- 2024 PSU peer group includes Allison Transmission, American Axle, Autoliv, BorgWarner, Cooper-Standard, Dana, Gentex, Modine, Sensata, Timken, Visteon, Autoneum, ElringKlinger, HELLA, Martinrea, TI Fluid Systems .
Grants to Thierry Mabru:
| Grant date | Type | Shares/Units (#) | Grant-date fair value ($) | Vesting terms |
|---|---|---|---|---|
| 2/17/2023 | PSU (target) | 65,601 | 654,917 | Cliff vest after 3-year period (2023–2025), subject to metrics; equal weighting TSR/EBITDA/EBITDA margin . |
| 2/17/2023 | RSU | 43,734 | 365,616 | 3 equal annual installments on grant anniversaries, continued service . |
| 3/5/2024 | PSU (target) | 62,118 | 738,645 | Cliff vest after 3-year period (2024–2026), equal weighting TSR/EBITDA/EBITDA margin . |
| 3/5/2024 | RSU | 41,412 | 399,626 | 3 equal annual installments on grant anniversaries, continued service . |
Stock vested – 2024:
| 2024 vesting realized | Shares vested (#) | Value realized ($) |
|---|---|---|
| Thierry Mabru | 91,425 | 857,440 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/14/2025) | 69,116 shares; <1% of outstanding; none pledged . |
| Ownership guidelines (executives) | Thierry’s guideline 2x base salary; all NEOs in compliance as of 12/31/2024; for 2025, guideline increased to 3x base salary for executive officers reporting to CEO . |
| Hedging/pledging | Prohibited for directors and executive officers . |
| Clawback | Company maintains an incentive compensation clawback policy; filed as 10-K exhibit . |
| Outstanding equity (12/31/2024) – RSUs | 2021 RSUs unvested: 32,864; 2023 RSUs unvested: 29,156; 2024 RSUs unvested: 41,412 . |
| Outstanding equity (12/31/2024) – PSUs | 2023–2025 PSU cycle (at threshold/target mix per footnote): 109,335; 2024–2026 PSU cycle: 103,530 . |
| Near-term vesting reference | As of March 8/14, 2024 ownership footnotes noted 16,430 RSUs vesting within 60 days for Mr. Mabru (timing marker for annual vest cadence) . |
Employment Terms
- Offer letter assumed at spin-off; role as SVP, ISC. Initial parameters: base salary $481,128 and target ICP 55%, later increased to 70%; LTI target increased to 190% of salary by 2024; eligible for monthly car allowance (2024: $1,910/month) . 2023 proxy references $2,049/month for that year . Non-compete and non-solicit: 2 years post-termination; standard confidentiality and IP agreements .
- Severance and change-in-control (scenario values as of 12/31/2023):
- Termination without cause (no CIC): Cash $1,341,389; equity acceleration $1,095,547; total $2,436,935 .
- Termination without cause in connection with a CIC (double-trigger framework per company governance): Cash $1,895,627; equity acceleration $1,906,721; total $3,802,348; no excise tax gross-ups .
- Trading and blackout: Insider trading policy prohibits transactions during blackout periods and while in possession of MNPI .
- Clawback: Recovery of incentive-based compensation upon qualifying restatements .
Compensation Structure Analysis
- Pay-for-performance: 2024 ICP outcomes tilted by superior EBITDA margin performance (200% for that component) with balanced EBITDA and FCF conversion, yielding a 136% total ICP payout for Mabru .
- Mix shift and equity design: LTI emphasizes PSUs (60%) over RSUs (40%), with metrics anchored to value-creation levers (Relative TSR, EBITDA, EBITDA margin); 2025 PSU design expands to include “New Growth Vectors” KPI tied to awarded revenue/bookings, reinforcing growth alignment .
- Governance: Anti-hedging/pledging, clawback, and no option repricing; stock ownership guidelines increased for 2025, improving alignment; no excise tax gross-ups and double-trigger CIC provisions reduce shareholder risk .
- Administrative risk: A single compliance note—nine Form 4s for executives (including NEOs) filed three days late in 2024 re PSU performance satisfaction; company disclosed this under Section 16(a) .
Performance & Track Record
- 2023 financial execution: Net sales $3.9B (+8% YoY), Adjusted EBITDA $635M, 16.3% margin .
- 2024 operational goals for ISC: completion of supply chain transformation, flexible industrial strategy deployment, GEM process compliance, environmental ESG initiatives—areas directly under Mabru’s remit .
- Pay versus performance: Company reports alignment of compensation actually paid with net income and Adjusted EBITDA, and tracks cumulative TSR versus peers—consistent with PSU design .
Compensation Peer Group (PSU Relative TSR 2024–2026)
Allison Transmission; American Axle; Autoliv; BorgWarner; Cooper-Standard; Dana; Gentex; Modine; Sensata; Timken; Visteon; Autoneum; ElringKlinger; HELLA; Martinrea; TI Fluid Systems .
Equity Award Vesting Schedules (Key Terms)
- RSUs: 2021 grants vest in five equal annual installments; 2023 and 2024 grants vest in three equal annual installments, subject to continued employment .
- PSUs: Cliff vest at end of three-year performance periods (2023–2025 and 2024–2026) subject to performance; payouts 0–200% of target based on Relative TSR vs peer group and cumulative EBITDA and EBITDA margin .
Investment Implications
- Alignment: Strong linkage to EBITDA, margin, FCF conversion, and Relative TSR; increased 2025 ownership requirements and PSU addition of “New Growth Vectors” further tether pay to strategic growth and capital discipline .
- Retention and supply overhang: Meaningful unvested equity (RSUs and PSUs) with multi-year vesting creates retention hooks; RSU tranches and historical early-year vesting schedules suggest periodic Q1 supply but hedging/pledging bans and ownership retention rules mitigate indiscriminate selling .
- Downside protections and governance: Double-trigger CIC, absence of repricing/gross-ups, and clawback policy support shareholder-friendly posture; severance values are moderate relative to role and industry .
- Execution risk: ISC objectives (transformation, footprint optimization, GEM compliance) remain operationally intensive; 2024 ICP payouts indicate strong margin management but slightly below-target EBITDA, highlighting ongoing cost/productivity vigilance needed amid cyclical auto dynamics .