Jeffrey Jones
VISTEONAbout Jeffrey D. Jones
Jeffrey D. Jones (age 72) is an independent director of Visteon Corporation, serving since 2010. He is an attorney with Kim & Chang, a South Korea-based law firm, where he has worked since 1980; he serves as Chairman of the Board of Partners for Future Foundation and Ronald McDonald House Charities of Korea, and sits on the board of SPC SAMLIP CO., LTD. His background emphasizes international legal experience in Asia, governance, and regulatory reform engagement, including service as chairman of the American Chamber of Commerce in Korea and membership on the Korean Regulatory Reform Commission .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kim & Chang (South Korea) | Attorney | Since 1980 | International legal practice; Asia focus |
| American Chamber of Commerce in Korea | Chairman (past) | Not disclosed | Business advocacy; regulatory engagement |
| Korean Regulatory Reform Commission | Recognized member | Not disclosed | Regulatory reform advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Partners for Future Foundation | Chairman of the Board | Not disclosed | Non-profit leadership |
| Ronald McDonald House Charities of Korea | Chairman of the Board | Not disclosed | Non-profit leadership |
| SPC SAMLIP CO., LTD. | Director | Not disclosed | Corporate board service |
| Other public boards (count) | 1 | Current | Summary count from proxy dashboard |
Board Governance
- Committee assignments: Corporate Sustainability & Governance Committee member; Organization & Compensation Committee member. He is not listed on the Audit or Technology Committees .
- Independence: The Board affirmatively determined all non-employee directors, including Jones, are independent under Nasdaq standards and Visteon’s guidelines .
- Attendance and engagement: In 2024, the Board held 7 meetings (plus 2 written consents); no director attended fewer than 75% of aggregate Board and committee meetings, and all current directors attended the 2024 annual meeting; independent directors meet in executive session at every regularly scheduled Board meeting .
- Board leadership: Chair and CEO roles are separated; independent Board Chair; executive sessions held; majority voting for directors; all committees composed entirely of independent directors .
- Committee activity context: Corporate Sustainability & Governance Committee met 5 times; Organization & Compensation Committee met 5 times in 2024 .
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Corporate Sustainability & Governance | Member | 5 | Governance principles, director pay, board refreshment, environmental/social oversight; FW Cook retained for director pay advice |
| Organization & Compensation | Member | 5 | CEO/NEO pay programs, incentives, succession; FW Cook retained; no consultant conflicts identified |
| Audit | Not a member | 5 | Financial reporting, internal controls, enterprise cybersecurity |
| Technology | Not a member | 3 | Product/technology strategy, product-related cybersecurity |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $95,000 |
| Stock Awards (RSUs grant-date fair value) | $150,000 |
| All Other Compensation | — |
| Total | $245,000 |
| Director Pay Structure | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $95,000 | Paid quarterly |
| Committee chair retainers | $25,000 (Audit); $20,000 (Org & Comp); $15,000 (CSG, Technology) | Paid to chairs only |
| Audit Committee member retainer | $10,000 | Additional cash retainer |
| Annual director equity grant (RSUs) | $150,000 | Granted June 2024; vests ~1 year post-grant |
| Non-executive Board Chair additional retainer | $150,000 (cash or RSUs) | Discretion of Board |
| Deferral elections | Up to 100% of retainers and plan cash into stock unit account | Units track VC stock performance; distributed post-service or on change-in-control |
Performance Compensation
- Non-employee director equity is primarily time-based RSUs; the June 2024 RSU award (valued at $150,000) vests approximately one year following the grant date; directors may defer receipt pursuant to prior elections .
- No performance-based metrics are tied to director compensation; stock units and RSUs accrue/vest per plan terms for service .
| Equity Award Feature (Directors) | Detail |
|---|---|
| 2024 RSU grant | $150,000; granted June 2024; vests ~1 year post-grant |
| Deferral | Up to 100% of retainer/cash payments into unit accounts; units track VC share price; distributions post-service or on change-in-control |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock Risk |
|---|---|---|---|
| SPC SAMLIP CO., LTD. | Corporate | Director | No Visteon-related transactions disclosed; Board affirmed independence |
| Partners for Future Foundation | Non-profit | Chairman | No related-party transactions disclosed |
| Ronald McDonald House Charities of Korea | Non-profit | Chairman | No related-party transactions disclosed |
| Other Public Boards (count) | Public | 1 | Summary count; specific board noted above |
Expertise & Qualifications
- Over 30 years of international legal experience with particular focus on Asia; board and civic leadership roles in Korea .
- Governance, sustainability, and compliance experience; regulatory advisory credentials (American Chamber of Commerce in Korea; Korean Regulatory Reform Commission) .
Equity Ownership
| Metric | Value |
|---|---|
| Common stock beneficially owned | 1,332 shares |
| Percent of shares outstanding | <1% |
| Stock units credited (deferred/director plans) | 11,372 units |
| Shares pledged as collateral | None (for Jones and all listed directors/officers) |
| Stock ownership guideline for directors | 5x annual board cash retainer within 5 years; all directors in compliance as of Dec 31, 2024 |
| Shares outstanding reference date | 27,257,428 (as of April 10, 2025) |
Insider Trades
| Date | Type | Shares | Notes/Source |
|---|---|---|---|
| 2024-08-16 | Sale | 701 | Director sale disclosed via Form 4; aggregate proceeds cited in media; refer to SEC filings and coverage |
| 2024-06-06 | Conversion (RSU vesting) | Notional RSU-to-share conversion | Form 4 filed 2024-06-10 reflecting RSU vesting event |
| 2025-06-09 | Conversion (RSU vesting) | Notional RSU-to-share conversion | Form 4 filed 2025-06-09; vesting described (“Each Restricted Stock Unit… automatically vested…”) |
Note: Beneficial holdings and director stock units as of April 10, 2025 are disclosed in the proxy; no pledging of shares is reported for directors/officers .
Governance Assessment
- Strengths for investor confidence: Long-tenured independent director with deep Asia legal/regulatory expertise; active on governance and compensation committees; Board separates Chair/CEO, holds executive sessions each meeting, and maintains fully independent committees . Director ownership guidelines (5x cash retainer) and compliance indicate alignment; prohibition on hedging/pledging and clawback policy cover incentive-based compensation (company-wide) .
- Compensation committee practices: Use of independent consultant FW Cook; no conflicts identified; market benchmarking; double-trigger CIC provisions with no excise tax gross-ups for executives .
- Attendance/engagement: No director below 75% attendance; Jones participates on two active committees (5 meetings each in 2024) .
- Potential conflicts/related-party exposure: Board affirmed independence of non-employee directors (including Jones); proxy outlines robust related party transaction review; no Jones-specific related transactions disclosed; no shares pledged .
- Signals and risks: Modest insider sale (701 shares) in Aug 2024; continuing vesting of director RSUs is standard; 2024 say-on-pay approval at ~97% suggests shareholder support for compensation governance .