Robert Manzo
VISTEONAbout Robert J. Manzo
Robert J. Manzo (age 67) has served on Visteon’s Board since 2012 and is an independent director. He is founder and managing member of RJM, LLC, a consulting firm to distressed companies, and previously was a senior managing director at FTI Consulting. A non-practicing CPA, he brings financial and restructuring expertise and is designated an Audit Committee Financial Expert by the Board. Attendance met Visteon’s standard (no director under 75% in 2024). He also serves on the board of Bristow Group Inc. and served on ADVANZ PHARMA Corp. within the last five years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RJM, LLC | Founder and Managing Member | 2005–present | Distressed company consulting; financial oversight experience |
| FTI Consulting, Inc. | Senior Managing Director | 2000–2005 | Turnaround advisory; corporate restructuring expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bristow Group Inc. | Director | Current | Aviation services; public company directorship |
| ADVANZ PHARMA Corp. | Director | Within last 5 years | Prior public company directorship |
Board Governance
- Committee leadership: Chair, Audit Committee; Chair, Corporate Sustainability and Governance Committee .
- Committee membership: Audit (Chair) and Corporate Sustainability & Governance (Chair) in 2024; each met 5 times .
- Independence: Board affirmed Manzo is independent under Nasdaq and Visteon guidelines .
- Expertise: Manzo qualifies as an “audit committee financial expert”; the Board cites his accounting and related financial management expertise and understanding of non-GAAP measures .
- Attendance: Board held seven meetings in 2024; no director attended less than 75% of Board and committee meetings. Independent directors meet in executive session at each regular Board meeting .
- Risk oversight involvement: Audit Committee oversees financial reporting, internal controls, compliance, and enterprise cybersecurity; Corporate Sustainability & Governance Committee oversees governance and sustainability risks .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 142,500 | 150,000 | 292,500 |
- Director pay structure: Base annual cash retainer $95,000; Audit Chair (+$25,000), Organization & Compensation Chair (+$20,000), Corporate Sustainability & Governance Chair (+$15,000); Audit Committee members (+$10,000). Non‑executive Chair receives an additional $150,000 retainer in cash or RSUs .
- 2024 changes: Audit and Organization & Compensation chair cash retainers increased by $5,000; annual equity award increased by $25,000 after market review .
Performance Compensation
| Component | Type | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director Equity | Restricted Stock Units (RSUs) | $150,000 (June 2024) | Vests ~1 year after grant; distributed in shares unless deferred | None; director equity not performance-based |
- Directors may elect to defer retainers and cash under the 2020 Incentive Plan into unit accounts tied to Visteon’s stock performance; distributions occur after board service or upon change in control per plan elections .
Other Directorships & Interlocks
| Company | Sector Relationship to Visteon | Interlock/Conflict Note |
|---|---|---|
| Bristow Group Inc. | Aviation services; not an automotive customer/supplier | No related-party transactions disclosed in proxy; governance screens in place |
- Related-party transaction policy: Annual conflict questionnaires; Chief Legal Officer review; Audit Committee oversight; approval only if in shareholders’ best interests .
Expertise & Qualifications
- Financial/accounting expertise; audit committee financial expert designation .
- Non-practicing CPA with extensive restructuring/turnaround experience in automotive and other industries .
- Governance, sustainability, and compliance oversight via chairing Corporate Sustainability & Governance Committee .
Equity Ownership
| Holder | Common Shares Owned | Stock Units | % of Shares Outstanding | Pledged as Collateral |
|---|---|---|---|---|
| Robert J. Manzo | 8,033 | 11,372 | 0.029% (8,033 / 27,257,428) | None; no pledges reported |
- Ownership guidelines: Directors must hold stock equal to 5x annual cash retainer within five years; as of Dec 31, 2024, all directors were in compliance .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging; pre-clearance required for director transactions .
Governance Assessment
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Strengths:
- Dual committee chair roles (Audit; Corporate Sustainability & Governance) signal high engagement and strong governance influence .
- Independent status, audit financial expert designation, and robust attendance standards enhance investor confidence .
- No related-party transactions disclosed; explicit prohibition of hedging/pledging; director ownership guideline compliance .
- Independent compensation consultant (FW Cook) supports director/executive pay governance; no consultant conflicts identified .
- Shareholder support: 2024 Say‑on‑Pay approval ~97% (program alignment) .
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Watch items:
- Concentration of committee leadership (chairing two key committees) may increase workload; ensure succession depth and continued effectiveness .
- Director cash/equity retainer increases in 2024 reflect market adjustments; monitor pay inflation relative to performance and peer trends .
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Overall signal: Manzo’s financial rigor and governance leadership, combined with independence and alignment policies, support board effectiveness and investor confidence; no conflicts or red flags identified in disclosures .