Form 4: Garrett Motion Director Receives Equity Grant as Compensation

Garrett Motion Inc. Director Daniel A. Ninivaggi received 4,551 shares of common stock as deferred stock units, vesting immediately, in lieu of cash compensation for his board service.

Summary

• Daniel A. Ninivaggi, a Director of Garrett Motion Inc. (GTX), acquired 4,551 shares of common stock on July 1, 2025.
• The acquisition represents a grant of deferred stock units under the Garrett Motion Inc. 2021 Long-term Incentive Plan.
• This grant serves as compensation in lieu of cash for his service as a non-employee director.
• The deferred stock units vested immediately upon grant.
• The units are payable as common stock on the earlier of a Change in Control of Garrett Motion Inc. or the six-month anniversary of Mr. Ninivaggi's cessation of service on the Board of Directors.
• Following this transaction, Mr. Ninivaggi beneficially owns a total of 134,596 shares of common stock.

Sentiment

Score: 6

Explanation: The transaction is a routine equity grant to a director, aligning their interests with shareholders, which is generally viewed positively for corporate governance.

Positives

• The grant of deferred stock units aligns the director's interests with those of shareholders, as the compensation is tied to the company's equity performance.
• Immediate vesting of the deferred stock units provides the director with immediate equity interest in the company.

Negatives

• NA

Risks

• NA

Future Outlook

The deferred stock units are payable as common stock on the earlier of a Change in Control of Garrett Motion Inc. or the six-month anniversary of Daniel A. Ninivaggi's cessation of service on the Board of Directors.

Management Comments

• NA

Industry Context

This transaction reflects a common practice in corporate governance where non-employee directors receive equity-based compensation, such as deferred stock units, to align their long-term interests with those of the company's shareholders. This approach is prevalent across various industries to incentivize directors to contribute to the company's sustained performance and value creation.

Comparison to Industry Standards

• The grant of deferred stock units in lieu of cash compensation for non-employee directors is a widely adopted practice among publicly traded companies, including those in the automotive and industrial sectors, aligning with best practices for corporate governance and executive compensation.
• The immediate vesting of these units is also a common feature for director compensation, reflecting their ongoing service and commitment, comparable to similar arrangements at companies like BorgWarner Inc. or Aptiv PLC, which also utilize equity grants for director remuneration.

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• Grant of 4,551 deferred stock units to Daniel A. Ninivaggi, a non-employee director, as compensation for his board service.

Stakeholder Impact

• Shareholders: Interests are further aligned with the director's through equity-based compensation, potentially leading to better long-term decision-making and value creation.

Next Steps

• Payment of deferred stock units as common stock upon the earlier of a Change in Control of Garrett Motion Inc. or the six-month anniversary of Daniel A. Ninivaggi's cessation of service on the Board of Directors.

Key Dates

Keywords

Garrett Motion, GTX, Form 4, Insider Transaction, Director Compensation, Equity Grant, Deferred Stock Units, Executive Compensation, Stock Ownership