David Treadwell
VISTEONAbout David Treadwell
David L. Treadwell, age 70, has served as an independent director of Visteon since 2012. He is the former President and CEO of EP Management Corporation (EaglePicher) and previously served as COO of EaglePicher and CEO of Oxford Automotive; he currently sits on the board of New York Community Bank. His background includes leading and advising companies in automotive and other industries, with designation as an audit committee financial expert at Visteon.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EP Management Corporation (EaglePicher) | President & CEO | Aug 2006–Sep 2011 | Led turnaround/operations; industry leadership experience |
| EP Management Corporation (EaglePicher) | Chief Operating Officer | Jun 2005–Jul 2006 | Operational leadership |
| Oxford Automotive | Chief Executive Officer | 2004–2005 | Automotive sector leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York Community Bank | Director | Current | Public company directorship; financial services exposure |
| AGY, LLC | Director | Within past five years | Private company; materials |
| FairPoint Communications Inc. | Director | Within past five years | Telecom |
| Revere Industries | Director | Within past five years | Industrial |
| Sungard Availability Services Capital, Inc. | Director | Within past five years | IT services |
| Tweddle LLC | Director | Within past five years | Automotive services |
| U.S. Well Services, Inc. | Director | Within past five years | Energy services |
| WinCup LLC | Director | Within past five years | Packaging |
Board Governance
- Committee assignments:
- Organization & Compensation Committee: Chair; members Jones, Kure, Maguire; 5 meetings in 2024; all independent; FW Cook engaged; no consultant conflicts identified.
- Audit Committee: Member; Manzo (Chair), Bergman, Treadwell; 5 meetings in 2024; all independent; Manzo and Treadwell designated “audit committee financial experts.”
- Independence and attendance:
- Board determined Treadwell (and all non-employee directors) independent in April 2025.
- 2024 Board meetings: 7; no director attended less than 75% of aggregate Board and committee meetings; all current directors attended the 2024 Annual Meeting.
- Executive sessions: Independent directors meet without management at every regularly scheduled Board meeting; presiding director is the non-executive Chairman or most tenured independent director present.
- Stock ownership guidelines: Each director must hold stock equal to 5x annual cash retainer within five years of joining; all directors compliant as of Dec 31, 2024.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Paid quarterly installments |
| Audit Committee member retainer | $10,000 | Additional annual cash retainer |
| Organization & Compensation Committee Chair retainer | $20,000 | Increased by $5,000 in 2024 for chair roles (Audit and O&C) |
| RSU annual grant (non-employee directors) | $150,000 | Granted June 2024; vests ~1 year post grant; distributable in stock unless deferred |
| Director Compensation (FY 2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| David L. Treadwell | 122,500 | 150,000 | 272,500 |
Additional notes:
- Directors may elect to defer up to 100% of total retainer and cash under the 2020 Incentive Plan into a stock unit account tied to VC performance; distributions occur post-service or upon change-in-control per plan terms.
Performance Compensation
Visteon’s director compensation is time-based RSUs (no performance metrics). As Compensation Committee Chair, Treadwell oversees executive incentive designs and outcomes; key performance metrics and 2024 results:
| Metric | 2024 Threshold | 2024 Target | 2024 Maximum | Actual Performance | Committee Assessed Performance | Weighted % Earned |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 388 | 456–514 | 606 | 474 | 474 | 40% |
| Adjusted Free Cash Flow ($mm) | 119 | 153–187 | 221 | 319 | 319 | 60% |
| MBOs (basket) | — | Target | — | — | Exceeded target; 150% payout | 30% weight |
Long-term PSU program (executives):
- 2024–2027 PSU metrics: ROIC (50%) and Relative TSR vs 17-company automotive peer group (50%).
- 2024 PSU estimated payout 0%; 2023 PSU estimated payout 0%; 2022 PSU actual payout 100% (vested Q1 2025).
- RSUs vest one-third per year; PSUs settle based on metric achievement; cash or stock settlement at company election.
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Considerations |
|---|---|---|
| New York Community Bank | Financials | No related-party transactions with VC disclosed; standard independence affirmed for VC role. |
| Prior boards (AGY, FairPoint, Revere, Sungard AS Capital, Tweddle, U.S. Well Services, WinCup) | Various | No VC-related party transactions disclosed. |
Expertise & Qualifications
- Automotive and industrial leadership; prior CEO roles (EaglePicher, Oxford Automotive).
- Audit committee financial expert designation; accounting and financial management expertise.
- Governance and compensation oversight as Chair of Organization & Compensation Committee; independent committee composition; use of independent consultant (FW Cook) with no conflicts identified.
Equity Ownership
| Holder | Common Stock Beneficially Owned (shares) | Percent of Outstanding | Stock Units |
|---|---|---|---|
| David L. Treadwell | 5,033 | <1% | 9,891 |
| Shares pledged as collateral | — | — | None pledged for any listed director/officer |
| Shares outstanding reference | 27,257,428 (as of Apr 10, 2025) | — | — |
Governance Assessment
- Positives:
- Independent director with long tenure (since 2012) and strong sector expertise; audit committee financial expert.
- Active committee leadership as Compensation Chair; committees entirely independent; consultant independence confirmed.
- Strong board process: executive sessions each regular meeting; majority independent board; separated Chair/CEO roles.
- Director ownership guidelines (5x cash retainer) met by all directors as of 12/31/24; Treadwell holds common shares and stock units, with no pledging.
- Shareholder support: ~97% Say-on-Pay approval in 2024; stable multi-year support.
- Risks/RED FLAGS:
- None disclosed regarding related-party transactions, pledging, or consultant conflicts.
- Executive PSU payouts estimated 0% for 2023/2024 vintages reflect tougher relative TSR performance; however, the committee maintained performance rigor and transparency.
Overall: Treadwell’s governance profile supports investor confidence through independent oversight, compensation discipline, and audit expertise, with no identified conflicts or attendance issues.