Sachin Lawande
VISTEONAbout Sachin Lawande
Sachin S. Lawande, age 57, has served as Visteon’s President, Chief Executive Officer, and a Director since June 29, 2015, following senior leadership roles at Harman International (CTO; Co-President, Automotive; President, Lifestyle; President, Infotainment) and earlier positions at QNX Software Systems and 3Com . Under his leadership, Visteon delivered 2024 net sales of $3,866M, adjusted EBITDA of $474M (12.3% margin), adjusted free cash flow of $300M, and $6.1B in new business wins; the company also highlighted a 3-year TSR of -20.2% in the pay-versus-performance analysis, with short-term incentive funding at 145% of target for 2024 and PSUs from 2022 paid at 100% . Say-on-pay support was approximately 97% in 2024 and 2023, indicating strong shareholder endorsement of the compensation program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harman International | Executive Vice President & Chief Technology Officer | 2009–2010 | Set technology vision across divisions; platform leadership in automotive electronics . |
| Harman International | EVP & Co-President, Automotive Division | 2010–2011 | Co-led automotive unit; scaled cockpit electronics portfolio . |
| Harman International | EVP & President, Lifestyle Division | 2011–2013 | Led consumer audio division; growth and portfolio management . |
| Harman International | EVP & President, Infotainment Division | 2013–2015 | Directed automotive infotainment; OEM program execution . |
| QNX Software Systems | Senior roles | Pre-2006 | Real-time OS and automotive software expertise . |
| 3Com Corporation | Senior roles | Pre-2006 | Networking/software background underpinning tech leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cognex Corporation | Director | Current | Public company board service; technology exposure . |
| DXC Technology Company | Director | Prior 5 years | Former directorship within last five years . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,052,500 | 1,101,250 | 1,141,250 |
| All Other Compensation ($) | 497,328 | 651,887 | 581,333 |
| CEO Pay Ratio | 527:1 (2023) | — | 538:1 (2024) |
Notes:
- CEO pay mix heavily performance-based: ~90% of CEO target compensation was variable/at-risk in 2024; ~89% in 2023 .
- Perquisites: Company permits private air travel for CEO with prior approvals; no tax gross-up; no personal use reported in 2024 .
Performance Compensation
| Component | Design | Weighting | Target | Actual | Payout / Vesting |
|---|---|---|---|---|---|
| Annual Incentive (AI) – Adjusted EBITDA | Financial metric | 40% | $456–$514M (Target) | $474M | 100% on metric → 40% weighted earned |
| Annual Incentive (AI) – Adjusted Free Cash Flow | Financial metric | 30% | $153–$187M (Target) | $319M | 200% on metric → 60% weighted earned |
| Annual Incentive (AI) – MBOs | Strategic objectives | 30% | Qualitative basket | Exceeded target | 150% on MBOs → 45% weighted earned; Total funding 145% |
| 2024 RSU Grant | Time-based | 40% of LTI value | — | — | 31,472 units; vest 1/3 each on Mar 15, 2025/2026/2027 |
| 2024 PSU Grant | Performance-based (rTSR 2024–2027) | 60% of LTI value | 47,208 target units | Estimated 0% performance (as of 12/31/2024) | Vest Feb 28, 2027; payout based on rTSR vs 17 peers |
| 2023 PSU Grant | Performance-based (rTSR 2023–2026) | 60% of LTI value | 28,292 target units | Estimated 0% performance (as of 12/31/2024) | Vest Feb 28, 2026; negative TSR cap per plan |
| 2022 PSU Grant | Performance-based (rTSR 2022–2024) | — | — | Actual 100% performance | Vested Jan 31, 2025 as adjusted to 100% |
PSU design evolution:
- 2024 PSUs use relative TSR with revised thresholds and negative TSR cap; 50% at 25th percentile, 100% at 55th, 200% at 75th; cap at 100% if TSR negative unless ≥75th percentile (cap 150%) .
- 2025 PSUs will be equally weighted between ROIC (50%) and relative TSR (50%), improving alignment with financial efficiency and market performance .
Equity Ownership & Alignment
| Metric | As of 4/11/2024 | As of 4/10/2025 |
|---|---|---|
| Common Stock Beneficially Owned (shares) | 454,030 | 421,630 |
| Ownership (% of outstanding) | 1.6% of 27,595,884 shares | 1.6% of 27,257,428 shares |
| Stock Units (deferred/RSU balances) | 52,379 | 73,394 |
| Options exercisable within 60 days | 180,910 (2024) | 99,874 (2025) |
| Shares pledged as collateral | None reported | None reported |
Selected outstanding equity details (12/31/2024):
- Options: 47,036 @ $124.34 exp. 2/28/2025; 63,748 @ $80.97 exp. 3/6/2026; 70,126 @ $66.98 exp. 3/3/2027 .
- RSUs: 8,333 (3/1/2022 grant; vested 3/15/2025); 12,574 (3/1/2023 grant; vest 3/15/2025 & 3/15/2026); 31,472 (3/1/2024 grant; vest 3/15/2025/2026/2027) .
- PSUs: 25,738 (2022 grant; paid at 100% on 1/31/2025); 2023 PSUs adjusted to 0% performance; 2024 PSUs adjusted to 0% performance (as of 12/31/2024) .
Alignment policies:
- Stock ownership guidelines: CEO 6x base salary; must retain 50% of net shares until in compliance; CEO in compliance as of 12/31/2024 .
- Hedging and pledging prohibited; pre-clearance of trades required; 10b5-1 plans allowed only if pre-approved .
Insider selling pressure indicators:
- 2024 option exercises: none for CEO; shares acquired on vesting totaled 47,511 ($5,630,037) for CEO (primarily RSU/PSU vesting) .
- PSU performance for 2023/2024 cycles currently estimated at 0%, reducing potential near-term PSU payouts and supply vs. 2022 cycle at 100% .
Employment Terms
| Term | Detail |
|---|---|
| Employment start and role | CEO & President effective June 29, 2015; Director since 2015 . |
| Contract term | Amended & restated Feb 19, 2024; extends through Sept 30, 2030; auto-renew history noted in prior amendments . |
| Base salary and target bonus | Current base $1,150,000 target; target annual cash bonus at least 125% of base (per employment agreement history; no change in 2024 amendment) . |
| LTI eligibility | Annual LTI awards per company programs (RSUs/PSUs) . |
| Severance (no cause or good reason) | 1.5x base + target bonus; pro rata annual bonus; up to 18 months health benefits; up to $50,000 outplacement . |
| Change-in-control (double trigger) | 2.0x base + target bonus; pro rata bonus at target; up to 18 months benefits; accelerated vesting of certain deferred plans; up to $50,000 outplacement . |
| Estimated payouts (12/31/2024) | Involuntary: $8,421,709 total (incl. $4,312,500 severance; $4,032,856 equity; benefits/outplacement); CIC qualifying termination: $12,760,039 total (incl. $5,750,000 severance; $6,930,540 equity; benefits/outplacement) . |
| Clawbacks | Executive compensation recovery policy amended June 8, 2023 to comply with SEC/Nasdaq; covers incentive-based comp including TSR/stock price–linked awards . |
| Restrictive covenants | Confidentiality, IP, non-disparagement, non-competition, and non-solicitation provisions . |
Director and Board Governance
- Board service: Director since 2015; CEO is not independent; non-executive Chairman structure separates roles to enhance independent oversight .
- Committee roles: All committees (Audit; Organization & Compensation; Corporate Sustainability & Governance; Technology) comprise independent directors; CEO does not serve on committees .
- Attendance and sessions: No director attended less than 75% of meetings in 2024; independent directors meet in executive session at each regular meeting .
- Governance hygiene: Majority voting; proxy access; annual elections; stock ownership guidelines for directors; independent chair .
Multi-Year CEO Compensation Summary
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 1,052,500 | 1,101,250 | 1,141,250 |
| Stock Awards (Grant Date Fair Value) | 6,999,953 | 9,794,540 | 10,192,050 |
| Non-Equity Incentive Plan | 1,987,500 | 1,602,813 | 2,501,250 |
| All Other Compensation | 497,328 | 651,887 | 581,333 |
| Total | 10,537,281 | 13,150,490 | 14,415,883 |
Compensation Structure Analysis
- Strong at-risk orientation: ~90% of CEO target compensation at risk in 2024; 3-year realizable pay down ~47% vs target while TSR declined ~20%, evidencing pay-for-performance linkage .
- Annual Incentive rigor: EBITDA and FCF targets set with explicit thresholds/targets/max; 2024 payouts funded at 145% based on performance and MBOs; committee did not adjust financial results .
- LTI refinement: 2025 PSUs add ROIC (50%) alongside rTSR (50%), balancing operational efficiency with market-relative outcomes; 2024 PSU curve adjusted for more market alignment and negative TSR cap .
- Governance controls: No excise tax gross-ups; prohibitions on hedging/pledging; no option repricing without shareholder approval; clawbacks compliant with Dodd-Frank/SEC/Nasdaq .
Compensation Peer Group and Committee Practices
- Peer group: American Axle, Dana, Sensata, Ametek, Garmin, Methode, Spirit AeroSystems, Ansys, Gentex, Modine, Trimble, Cooper-Standard, Gentherm, Rockwell Automation, LCI Industries .
- Targeting: Pay positioned near market median with individual adjustments; majority of compensation delivered via performance-based incentives .
- Independent advisor: FW Cook retained for executive and director compensation; no conflicts; independent committees oversee all elements of pay .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support ~97% in 2024 and ~97% in 2023; active engagement with shareholders reported; no compensation issues identified in 2024 outreach .
Equity Grants Detail (2024)
| Award | Grant Date | Units / Terms | Grant Date FV ($) |
|---|---|---|---|
| RSU | 3/1/2024 | 31,472 units; vests 1/3 annually starting Mar 15, 2025 | 3,539,971 |
| PSU (rTSR 2024–2027) | 3/1/2024 | 23,604 threshold; 47,208 target; 94,416 max; vest Feb 28, 2027 | 6,652,079 |
Board Director Compensation (context for governance; CEO receives none)
- Non-employee director annual cash retainer $95,000; committee chair and chair retainers; annual RSU grant $150,000; non-executive Chair additional RSU $150,000; all directors in compliance with 5x retainer ownership guideline (as of 12/31/2024) .
Investment Implications
- Alignment: High at-risk pay, strong clawbacks, anti-hedging/pledging policies, and robust ownership guidelines align CEO incentives with shareholder outcomes; addition of ROIC into PSUs (2025) strengthens capital efficiency focus .
- Vesting supply and potential selling pressure: 2023/2024 PSU cycles currently tracking at 0% estimated payout, limiting incremental share issuance; 2022 PSUs paid at 100% in early 2025; RSU schedules provide steady, predictable vesting through 2027 .
- Retention and contract durability: Employment extended to 2030 with competitive severance/CoC economics (double trigger, 2x under CoC), non-compete/non-solicit protections, and continued vesting upon retirement subject to successor identification—mitigating transition risk but implying notable CoC cash outflows if triggered .
- Governance quality: Separation of Chair/CEO, independent committees, high attendance, strong say-on-pay votes, and use of independent compensation consultant reduce governance risk and enhance oversight .
- Track record and execution risks: Solid 2024 financials and new business wins underpin value creation; PSU underperformance vs rTSR peers highlights market-relative challenges; continued AI and cockpit wins discussed by CEO on earnings calls suggest strategic positioning, but macro/cycle sensitivity persists .