Form 4: Garrett Motion Director Joachim Drees Reports Significant RSU Grant and Tax-Related Share Withholding

Garrett Motion Inc. Director Joachim Drees reported the acquisition of 13,417 restricted stock units and the disposition of 4,779 shares for tax withholding purposes, increasing his direct beneficial ownership to 31,493 common shares.

Summary

• On May 22, 2025, Joachim Drees, a Director of Garrett Motion Inc., reported two transactions related to his equity holdings.
• He disposed of 4,779 shares of common stock at a price of $11.18 per share. These shares were withheld by Garrett Motion Inc. to cover the tax liability arising from the vesting of restricted stock units granted on May 29, 2024.
• Concurrently, Mr. Drees acquired 13,417 restricted stock units (RSUs) under the Garrett Motion Inc. 2021 Long-term Incentive Plan.
• Following these transactions, Mr. Drees's direct beneficial ownership of Garrett Motion Inc. common stock increased to 31,493 shares.
• The newly granted RSUs are set to vest in full on the earlier of the one-year anniversary of the grant date (May 22, 2026) or the next annual meeting of the Issuer's stockholders, contingent on his continued service.

Sentiment

Score: 7

Explanation: The document reports a significant grant of restricted stock units to a director, which is a positive sign of continued alignment between management and shareholder interests. The disposition of shares was solely for tax withholding, a routine and expected event, not a sale for personal liquidity.

Positives

• The grant of 13,417 restricted stock units to Director Joachim Drees aligns his interests with long-term shareholder value.
• The increase in direct beneficial ownership to 31,493 shares demonstrates continued commitment from a key director.

Negatives

• The disposition of 4,779 shares, valued at $11.18 per share, represents a reduction in direct shareholding, although it was for tax purposes related to RSU vesting and not a discretionary sale.

Risks

• No specific operational or financial risks for Garrett Motion Inc. are detailed in this Form 4 filing. The document primarily addresses insider transaction compliance, noting the reporting person's responsibility to comply with Section 16 and Rule 144.

Future Outlook

The newly granted restricted stock units are scheduled to vest in full on the earlier of the one-year anniversary of the grant date (May 22, 2026) or the next annual meeting of Garrett Motion Inc.'s stockholders, subject to the reporting person's continued service.

Management Comments

• "Represents shares withheld by Garrett Motion Inc. for payment of the tax liability incurred upon the vesting of restricted stock units granted on May 29, 2024."
• "Represents a grant of restricted stock units under the Garrett Motion Inc. 2021 Long-term Incentive Plan. The restricted stock units vest in full on the earlier of the one-year anniversary of the grant date or the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service and in connection with certain separations from service."

Industry Context

This Form 4 filing details routine insider compensation and tax-related transactions for a director at Garrett Motion Inc., a company operating in the automotive technology sector, particularly known for turbochargers and connected vehicle solutions. Such RSU grants are a common component of executive and director compensation packages across various industries, designed to align management incentives with long-term shareholder performance.

Comparison to Industry Standards

• The grant of restricted stock units (RSUs) to directors is a standard practice in corporate governance and executive compensation across publicly traded companies, including those in the automotive and industrial technology sectors.
• The vesting schedule, typically over one year or tied to the next annual meeting, is also common for director RSU grants, aiming to retain talent and incentivize long-term commitment.
• The practice of withholding shares to cover tax liabilities upon RSU vesting is a standard and efficient method for managing tax obligations for equity compensation, widely adopted by companies like Garrett Motion Inc. and comparable firms such as BorgWarner, Cummins, or Honeywell, which also utilize equity-based compensation plans for their leadership.

Corporate Governance

Related Party Transactions

• The grant of 13,417 restricted stock units to Joachim Drees, a director of Garrett Motion Inc., constitutes a related party transaction as it involves compensation from the company to a member of its board.
• The withholding of 4,779 shares by Garrett Motion Inc. for tax liability incurred by Joachim Drees upon the vesting of previously granted restricted stock units is also a related party transaction.

Stakeholder Impact

• Shareholders: The grant of RSUs to a director aligns the director's interests with long-term shareholder value. The slight dilution from RSU grants is a common aspect of equity compensation plans.
• Management: The Power of Attorney streamlines compliance for the director and the company's legal/finance team.

Next Steps

• The newly granted restricted stock units will vest on the earlier of May 22, 2026, or the date of the next annual meeting of Garrett Motion Inc.'s stockholders, subject to continued service.

Key Dates

Keywords

Garrett Motion Inc., GTX, Form 4, SEC filing, insider transaction, restricted stock units, RSU grant, share withholding, beneficial ownership, director compensation, long-term incentive plan