Form 4: Autoliv Executive Kevin Fox Receives New RSU Grants

Autoliv's President of Autoliv Americas, Kevin Fox, was granted various performance-based and time-vesting restricted stock units.

Summary

• Kevin Fox, President of Autoliv Americas, was granted new derivative securities in the form of Restricted Stock Units (RSUs) on March 19, 2026.
• The grants include 19.2757 performance-based RSUs from the 2024 grant, vesting after the third one-year performance period ending December 31, 2026.
• An additional 11.5137 performance-based RSUs from the 2025 grant were awarded, vesting after the third one-year performance period ending December 31, 2027.
• Fixed Restricted Stock Units were also granted: 8.099 units vesting on February 20, 2027; 8.9166 units vesting on February 20, 2028; and 7.6875 units vesting on February 19, 2029.
• All RSUs accrue dividend equivalent rights in the form of additional RSUs, subject to the same vesting schedules as the underlying units.
• Following these transactions, Kevin Fox beneficially owns a total of 2,273.422 performance-based RSUs (2024 Grant), 1,357.959 performance-based RSUs (2025 Grant), 955.2192 fixed RSUs (2027 vesting), 1,051.6443 fixed RSUs (2028 vesting), and 906.6875 fixed RSUs (2029 vesting).

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. It represents routine executive compensation designed to incentivize performance and retention, which is generally positive for corporate governance, but also entails future dilution and compensation expense.

Positives

• The grants incentivize executive performance and retention, aligning management's interests with long-term shareholder value through performance-based vesting.
• The inclusion of dividend equivalent rights ensures that executives benefit from company distributions, further aligning their interests with common shareholders.

Negatives

• The conversion of RSUs to common stock will result in future share dilution, potentially impacting existing shareholders' ownership percentage.
• These grants represent a future compensation expense for the company, which will be recognized over the vesting periods.

Risks

• For the company, there is a risk that if performance targets for the performance-based RSUs are not met, the incentive structure may not fully achieve its goal of driving specific outcomes.
• For the executive, failure to meet the applicable performance objectives could result in the forfeiture of the performance-based restricted stock units.

Future Outlook

The future outlook for these grants involves specific vesting schedules tied to either performance objectives or time. Performance-based RSUs will vest after the completion of their respective three-year performance periods ending December 31, 2026, and December 31, 2027, subject to certification of achievement. Time-based RSUs are scheduled to vest on February 20, 2027, February 20, 2028, and February 19, 2029.

Industry Context

StockSavvy.ai notes that the granting of Restricted Stock Units (RSUs), particularly those with performance-based vesting conditions, is a common practice in the automotive safety systems industry and broader manufacturing sectors. This compensation structure is widely used to attract, retain, and incentivize key executives by aligning their long-term interests with the company's strategic goals and shareholder value creation. It reflects a standard approach to executive compensation in publicly traded companies.

Comparison to Industry Standards

• The use of performance-based RSUs is consistent with best practices in executive compensation across global industries, including automotive suppliers like ZF Friedrichshafen AG and Robert Bosch GmbH, which often tie a significant portion of executive incentives to financial and operational metrics.
• The mix of performance-based and time-based RSUs provides a balanced incentive structure, similar to those observed at peers such as Aptiv PLC and Magna International Inc., aiming to reward both sustained performance and executive retention.
• The inclusion of dividend equivalent rights is a common feature in RSU plans, ensuring that executives receive the economic benefit of dividends, mirroring practices seen in many S&P 500 companies' equity compensation programs.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential future dilution upon conversion of RSUs to common stock and recognition of compensation expense. However, the performance-based nature aims to align executive incentives with shareholder value creation.
• Employees: The compensation structure for a key executive may set a precedent or reflect the company's overall approach to incentivizing its leadership team.

Next Steps

• Completion of the third one-year performance period ending December 31, 2026, for the 2024 performance-based RSUs, followed by certification of achievement by the Leadership Development and Compensation Committee.
• Completion of the third one-year performance period ending December 31, 2027, for the 2025 performance-based RSUs, followed by certification of achievement by the Leadership Development and Compensation Committee.
• Vesting of 8.099 fixed RSUs on February 20, 2027.
• Vesting of 8.9166 fixed RSUs on February 20, 2028.
• Vesting of 7.6875 fixed RSUs on February 19, 2029.

Key Dates

Keywords

Autoliv, ALV, Restricted Stock Units, RSU, Executive Compensation, Insider Transaction, Performance-Based Compensation, Stock Grant, Corporate Governance