Business Context and Reporting Period
This Form 8-K, dated May 25, 2021, reports on Garrett Motion Inc. (GTX), a Delaware corporation with principal executive offices in Rolle, Switzerland. The filing details the adoption of the Garrett Motion Inc. 2021 Long-Term Incentive Plan following the company's emergence from Chapter 11 bankruptcy on April 30, 2021 (the "Effective Date"). The bankruptcy plan was confirmed by the U.S. Bankruptcy Court for the Southern District of New York on April 26, 2021.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity figures. The document focuses exclusively on corporate governance and equity compensation matters.
Material Changes and Equity Plan Details
The primary material change is the Board's approval of the 2021 Long-Term Incentive Plan ("Equity Plan") on May 25, 2021. Key features include:
- Share Reserve: The plan authorizes the grant of up to 31,280,476 shares of Common Stock.
- Director Compensation Cap: Aggregate compensation for non-employee directors is limited to $750,000 per fiscal year, excluding amounts awarded shortly after emergence from bankruptcy.
- Shareholder Approval: Not required for issuances under this plan as they were part of the Bankruptcy Court-approved reorganization plan.
- Award Types: Includes incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units (RSUs), and performance awards.
Management Commentary and Executive Grants
The Compensation Committee approved specific grants to Named Executive Officers (NEOs) and non-employee directors under the new plan. The grants are detailed below:
| Executive / Director | Role | RSU Grant | PSU Grant |
|---|---|---|---|
| Olivier Rabillier | President and CEO | 454,499 | 454,499 |
| Sean Deason | SVP and CFO | 149,506 | 149,506 |
| Craig Balis | SVP and CTO | 101,425 | 101,425 |
| Jérôme Maironi | SVP, General Counsel | 107,827 | 107,827 |
| Thierry Mabru | SVP, Integrated Supply Chain | 82,154 | 82,154 |
| Non-Employee Directors | Various | 9,290 each | N/A |
Vesting Terms:
- RSUs (NEOs): Vest ratably over five years starting April 30, 2021.
- PSUs (Stock Price): Performance period Jan 1, 2022 – Dec 31, 2023.
- PSUs (EBITDA): Performance period Jan 1, 2021 – Dec 31, 2023.
- Directors: RSUs vest on the one-year anniversary of the grant date.
Change in Control Provisions: In the event of a change in control, time-based awards remain outstanding, and performance awards may be deemed achieved at target levels. Termination without cause or for good reason within two years of a change in control triggers full vesting of unvested awards.
Investor Verification Checklist
- Verify the total number of shares authorized under the 2021 Long-Term Incentive Plan (31,280,476) against the company's post-bankruptcy capitalization.
- Confirm the specific performance metrics and targets for the EBITDA and Stock Price PSUs, which are detailed in the attached Exhibits 10.3 and 10.4.
- Review the Confirmation Order (Exhibit 2.1 to the April 27, 2021 8-K) to understand the full scope of the bankruptcy plan that exempted this equity issuance from shareholder approval.
- Monitor future filings for the actual vesting of the EBITDA PSUs, which cover a performance period beginning in January 2021.