Joanne Maguire
VISTEONAbout Joanne M. Maguire
Independent director at Visteon Corporation; age 71; director since 2015. Former Executive Vice President of Lockheed Martin and President of its Space Systems Company with deep program management, engineering, advanced technology, manufacturing and business development experience. Current public board: CommScope Holding Company, Inc.; prior five-year public board service: Tetra Tech, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin – Space Systems Company | Executive Vice President, Lockheed Martin; President, Space Systems Company | Jul 2006 – May 2013 | Senior leadership of advanced-technology systems for national security, civil and commercial customers; P&L and operations responsibility |
| TRW Space & Electronics (now part of Northrop Grumman) | Senior leadership positions across program management, engineering, advanced technology, manufacturing, business development | 28 years through 2003 | Broad space/defense technology leadership; complex program execution |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| CommScope Holding Company, Inc. | Director | Current | Public company directorship |
| Tetra Tech, Inc. | Director | Within past five years (former) | Public company directorship (prior) |
Board Governance
- Independence: Board determined Ms. Maguire is independent under Nasdaq and Visteon guidelines .
- Board/committee attendance: In 2024, no director attended less than 75% of aggregate Board and committee meetings; Board met 7 times .
- Committees and roles:
- Technology Committee – Chair; 3 meetings in 2024 .
- Organization & Compensation Committee – Member; 5 meetings in 2024 .
- Board leadership: Independent Chair separate from CEO; all committees composed entirely of independent directors .
Fixed Compensation
| Component | Amount / Terms | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Paid quarterly; no meeting fees disclosed; expenses reimbursed |
| Committee chair fee | $15,000 (Technology Committee Chair) | Audit Chair $25,000; O&C Chair $20,000; CSG & Technology Chairs $15,000 |
| Committee membership fees | Audit Committee members: +$10,000 (not applicable to Maguire) | No membership fee disclosed for O&C/CSG/Technology |
| 2024 cash actually paid (proxy table) | $110,000 (Maguire) | Matches $95k cash retainer + $15k Technology Chair fee |
Performance Compensation
| Element | Grant/Value | Vesting & Key Terms | Deferral |
|---|---|---|---|
| Annual director equity | $150,000 RSU value for each non-employee director in Jun 2024 | Vests ~1 year after grant; distributed in Visteon shares unless a prior deferral election applies | Directors may elect to defer up to 100% of retainers and cash into stock unit accounts; RSUs can also be deferred per prior election |
| 2024 stock awards (proxy table) | $150,000 (Maguire) | As above | As above |
Performance metrics table (for directors)
| Metric | Weighting | Notes |
|---|---|---|
| None (director RSUs are time-based) | N/A | No performance-based metrics disclosed for non-employee director equity; awards are time-vested RSUs |
Additional structure notes:
- In 2024, chair retainers for Audit and O&C increased by $5,000 and the value of the annual director equity award increased by $25,000 following a market review .
- Stock ownership guideline for directors: 5x annual board cash retainer (excludes committee fees), to be met within five years; all directors in compliance as of Dec 31, 2024 .
Other Directorships & Interlocks
| Company | Relationship to VC | Interlock / Conflict Notes |
|---|---|---|
| CommScope Holding Company, Inc. (current) | Unrelated industry (telecom infrastructure) | No related-party transactions involving Ms. Maguire disclosed in reviewed sections; Board monitors director affiliations for conflicts |
| Tetra Tech, Inc. (prior 5 years) | Unrelated industry (consulting/engineering) | No related-party transactions involving Ms. Maguire disclosed in reviewed sections |
Expertise & Qualifications
- Extensive technology-sector leadership; senior P&L responsibility; multiple high-tech corporate board roles .
- Brings governance, compliance and technology systems expertise; financial literacy; senior leadership experience (per Board skills overview and biography) .
- Background in aerospace/defense, complex program management, and advanced technologies aligns with Visteon’s product roadmap and Technology Committee remit .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Stock Units (director/plan units) | Pledged |
|---|---|---|---|---|
| Joanne M. Maguire | 3,033 | <1% | 9,891 | None pledged by any listed director/officer; “No shares have been pledged” |
| Shares outstanding (reference) | 27,257,428 as of Apr 10, 2025 |
Ownership alignment policies
- Director ownership guideline: 5x annual cash retainer; all directors compliant as of Dec 31, 2024 .
- Anti-hedging/anti-pledging policy applies company-wide, with pre-clearance required for director transactions .
Governance Assessment
Strengths and investor-alignment signals
- Chair of Technology Committee, directly tied to Visteon’s software-defined cockpit, displays, BMS and AI ambitions; committee oversees product cybersecurity and responsible AI, a material risk/innovation area for VC .
- Member of Organization & Compensation Committee that uses independent advisor FW Cook; no consulting conflicts disclosed; oversight of pay design and succession planning .
- Independence affirmed; committees entirely independent; Board leadership separated (independent Chair) .
- Attendance at/above 75% with clear Board and committee workload disclosure (Board: 7; O&C: 5; Technology: 3 meetings in 2024) .
- Director compensation moderate and balanced between cash and time-based RSUs; robust stock ownership guideline (5x retainer) with full compliance, enhancing alignment .
Risk indicators and red flags
- No shares pledged; no director-specific related-party transactions involving Ms. Maguire disclosed in reviewed proxy sections; company maintains related-person transaction review by CLO and Audit Committee oversight .
- Anti-hedging and pre-clearance trading policy in place for directors; clawback policy pertains to executive incentive compensation, not director retainers .
- 2024 Say-on-Pay support ~97%, signaling broad investor support for compensation governance under O&C oversight .
Director-specific compensation detail (2024)
| Category | Cash | Equity | Total |
|---|---|---|---|
| Joanne M. Maguire | $110,000 | $150,000 | $260,000 |
Overall: Ms. Maguire’s long-tenured independent oversight, chairmanship of the Technology Committee, and participation on the O&C Committee, coupled with strong alignment policies (ownership guideline compliance, anti-hedging/pledging) and robust shareholder support on pay, collectively support board effectiveness and investor confidence. No director-specific conflicts or attendance issues were disclosed in the latest proxy .