Visteon (NASDAQ: VC) details 2026 board elections, pay and ESG goals
Filing Impact
Filing Sentiment
Form Type
DEF 14A
Visteon Corporation is asking stockholders to vote at the June 11, 2026 annual meeting on three items: electing eight directors, ratifying Deloitte & Touche LLP as auditor for 2026, and giving advisory approval of executive compensation.
The board is majority independent, with an independent chair and fully independent key committees. In 2025, Visteon generated $3,768 million in sales, $492 million in adjusted EBITDA and $292 million in adjusted free cash flow, supporting incentive payouts at 145% of target. About 91% of CEO target pay and 76% of other named executive pay was performance-based, and the 2025 Say-on-Pay vote received roughly 89% support.
The proxy also highlights a strong governance and sustainability framework, including majority voting for directors, a clawback policy, proxy access, and environmental goals validated by the Science Based Targets initiative, such as 2030 greenhouse gas reduction targets and a goal to be carbon neutral by 2040.
Positive
- None.
Negative
- None.
Key Figures
2025 Sales: $3,768 million
2025 Adjusted EBITDA: $492 million
2025 Adjusted Free Cash Flow: $292 million
+5 more
8 metrics
2025 Sales
$3,768 million
Full-year 2025 sales
2025 Adjusted EBITDA
$492 million
Full-year 2025 adjusted EBITDA
2025 Adjusted Free Cash Flow
$292 million
Full-year 2025 adjusted free cash flow
New business wins
$7.4 billion
2025 new business awards
Annual incentive funding
145% of target
2025 annual incentive payout factor
CEO 2025 target compensation
$12,875,000
Base salary, annual incentive, long-term incentive
Say-on-Pay support
89% of votes cast
2025 advisory vote on executive compensation
3-year TSR
-26.9%
Total shareholder return for 2023–2025 period
Key Terms
Say-on-Pay, Relative Total Shareholder Return, Return on Invested Capital, clawback policy, +2 more
6 terms
Say-on-Pay financial
"Favorable support of approximately 89% of votes cast in 2025 for stockholders' Say-on-Pay reflecting their support of the Company's executive compensation program."
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
Relative Total Shareholder Return financial
"The 2025 PSUs incorporate two equally weighted measures: return on invested capital (ROIC) (50% weighting) and relative total shareholder return (rTSR) (50% weighting)."
Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.
Return on Invested Capital financial
"Beginning with the 2025 PSU grants, transitioned from a single-metric design to a dual-metric framework, balancing Relative Total Shareholder Return (rTSR) with Return on Invested Capital (ROIC) each weighing 50%."
A percentage that shows how effectively a company turns the money invested in its business—both borrowed funds and shareholders’ equity—into operating profit after taxes. It tells investors whether a company earns more from its core operations than it costs to fund those operations; think of it like the annual return you’d expect from renovating a rental property—higher percentages mean the company uses capital more efficiently and is more likely to create value for shareholders.
clawback policy financial
"Have a compensation recoupment (“clawback”) policy for executive officers covering incentive-based compensation (both cash and equity) in the event of a financial restatement."
A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.
Science Based Targets initiative financial
"The Company’s longer term greenhouse gas ("GHG") emission reduction target for 2030 which includes scope 3 CO emissions, has been validated by the Science Based Targets initiative ("SBTi")."
A global nonprofit program that helps companies set and verify greenhouse gas reduction targets that match what climate science says is needed to avoid dangerous warming. Think of it like a certified road map and stamp of approval showing a company has a credible plan to cut emissions; investors use it as a shorthand for firms likely to manage climate risks, regulatory changes, and future costs better than peers without such verified plans.
proxy access financial
"Proxy access right granted to stockholders"
Proxy access allows shareholders to include their nominated directors on a company’s official proxy ballot and meeting materials, instead of running separate, costly campaigns. It matters to investors because it makes it easier for shareholders to push for board change, hold management accountable, and influence strategy—similar to getting your preferred candidate listed on a neighborhood ballot rather than having to start an independent petition drive.
Compensation Summary
5 executives · Say-on-Pay: approved approximately 89% of votes cast in 2025
Say-on-Pay
| Name | Title | Total Compensation |
|---|---|---|
| Sachin S. Lawande | ||
| Jerome J. Rouquet | ||
| Brett D. Pynnonen | ||
| Robert R. Vallance | ||
| Kristin E. Trecker |
Say-on-Pay Result
approved approximately 89% of votes cast in 2025
Key Proposals
- Election of eight directors until the next annual meeting
- Ratification of Deloitte & Touche LLP as independent auditor for 2026
- Advisory vote to approve executive compensation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Notice of Annual Meeting of Stockholders To Visteon Stockholders, We invite you to attend our 2026 Annual Meeting of Stockholders at the Grace Lake Corporate Center. At this meeting you and the other stockholders will be able to vote on the following proposals, together with any other business that may properly come before the meeting. | |
1 | Elect the eight director nominees named in the proxy statement to hold office until the next annual stockholders' meeting. |
2 | Ratify the appointment of Deloitte & Touche LLP as the Company's independent auditor for the year ending December 31, 2026. |
3 | Provide advisory approval of the Company’s executive compensation. |
You may vote on these proposals in person or by proxy. If you cannot attend the meeting we urge you to vote by proxy so that your shares will be represented and voted at the meeting in accordance with your instructions. Instructions on how to vote by proxy are contained in the proxy statement and in the Notice of Internet Availability of Proxy Materials. Only stockholders of record at the close of business on April 15, 2026 will be entitled to vote at the meeting or any adjournment thereof. Please refer to page 55 of the proxy statement for further details. By order of the Board of Directors,  Heidi A. Sepanik Secretary The accompanying proxy statement dated April 28, 2026, together with the enclosed form of proxy card and Notice of Internet Availability of Proxy Material, is first being mailed to stockholders of Visteon on or about April 28, 2026. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document. | |
Meeting Details: | ||||
 | Date June 11, 2026 | |||
 | Time 10 a.m. ET | |||
 | Place Grace Lake Corporate Center, One Village Center Drive, Van Buren Township, Michigan | |||
Your vote is important. Even if you plan to attend the Annual Stockholders Meeting, we encourage you to vote your shares before the meeting to ensure they are counted. | ||||
Table of Contents |
COMPANY OVERVIEW | 1 | |
Full-Year 2025 Summary | 1 | |
Governance Highlights | 1 | |
Corporate Responsibility | 2 | |
Stockholder Engagement | 3 | |
PROXY SUMMARY | 4 | |
Items to be Considered & Board Recommendations | 4 | |
Director Nominees | 5 | |
Executive Compensation Overview | 6 | |
ITEM 1 — ELECTION OF DIRECTORS | 7 | |
Director Nominations and Board Refreshment | 8 | |
Summary of Qualifications of Director Nominees | 8 | |
Nominees for Directors | 9 | |
CORPORATE GOVERNANCE | 12 | |
Corporate Governance Guidelines | 12 | |
Board Leadership Structure | 12 | |
Board Risk Oversight | 13 | |
Director Independence | 13 | |
Meetings and Executive Sessions | 14 | |
Board Committees | 14 | |
Audit Committee | 14 | |
Corporate Sustainability and Governance Committee | 15 | |
Organization and Compensation Committee | 15 | |
Technology Committee | 16 | |
Code of Ethics | 16 | |
Communications with the Board of Directors | 16 | |
DIRECTOR COMPENSATION | 17 | |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 18 | |
Directors and Executive Officers | 18 | |
Other Beneficial Owners | 19 | |
TRANSACTIONS WITH RELATED PERSONS | 19 | |
EXECUTIVE COMPENSATION | 20 | |
Compensation Discussion and Analysis | 20 | |
Executive Summary | 21 | |
Pay for Performance Focus | 22 | |
2025 Say-on-Pay Advisory Vote Outcome | 24 | |
Executive Compensation Program Design and Governance Practices | 24 | |
What We Heard & How We Responded | 25 | |
Executive Compensation Program Administration | 25 |
Executive Compensation Program Philosophy | 26 | ||
Market Compensation Practices | 26 | ||
Executive Compensation Program – Description of Primary Elements | 27 | ||
Other Compensation Elements | 30 | ||
Severance and Change in Control Benefits | 31 | ||
Executive Compensation Policies | 32 | ||
Statement Regarding Compensation Risk Assessment | 33 | ||
Compensation Committee Report | 33 | ||
Summary Compensation Table | 34 | ||
Employment Agreement with Mr. Lawande | 35 | ||
Visteon Corporation 2020 Incentive Plan as Amended | 35 | ||
Retirement Benefits | 38 | ||
Potential Payments Upon Termination | 39 | ||
CEO Pay Ratio | 45 | ||
Pay Versus Performance | 45 | ||
Equity Compensation Plan Information | 49 | ||
AUDIT COMMITTEE REPORT | 50 | ||
Fees of Independent Registered Public Accounting Firm | 51 | ||
Audit Committee Pre-approval Policies and Procedures | 51 | ||
ITEM 2 — APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 52 | ||
ITEM 3 — PROVIDE AN ADVISORY VOTE ON EXECUTIVE COMPENSATION | 53 | ||
ANNUAL MEETING VOTING INFORMATION AND OTHER MATTERS | 54 | ||
Meeting Admission | 54 | ||
Voting | 54 | ||
How to Revoke Your Proxy | 55 | ||
Stockholders Entitled To Vote and Ownership | 55 | ||
Required Vote to Approve the Proposals | 55 | ||
Where to Find Voting Results | 56 | ||
Cost of Solicitation | 56 | ||
2027 Stockholder Proposals and Nominations | 56 | ||
MISCELLANEOUS | 57 | ||
APPENDIX A — VISTEON DIRECTOR INDEPENDENCE GUIDELINES | A-1 | ||
APPENDIX B — RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | B-1 | ||
APPENDIX C — DIRECTIONS TO GRACE LAKE CORPORATE CENTER | C-1 |
2026 Proxy Statement | Visteon Corporation | 1 |
Table of Contents |
Company Overview
Full-Year 2025 Summary1
 Net Sales $3,768M +2% Growth-over-Market2 |  Adjusted EBITDA $492M 13.1% Margin |  Adjusted FCF $292M $472 Million Net Cash |
 STRONG SALES PERFORMANCE IN DISPLAY PRODUCTS |  RECORD LEVEL OF NEW BUSINESS WINS |  STRONG MARGIN EXPANSION AND CASH GENERATION |  DELIVERED ON CAPITAL ALLOCATION PRIORITIES |
(1)See Appendix B to this Proxy Statement for reconciliations of adjusted free cash flow to cash provided by operating activities (the Company's most directly comparable
GAAP financial measure) and adjusted EBITDA to net income (the Company's most directly comparable GAAP financial measure), as well as other important
disclosures regarding our use of non-GAAP financial measures, including how such measures are calculated from the Company’s audited financial statements.
(2)Visteon year-over-year sales growth (excluding foreign exchange and net pricing) compared to production for Visteon customers weighted on Visteon sales contribution.
Governance Highlights
The Company believes good governance is a critical element to achieving shareholder value. We are committed to governance
policies and practices that serve the long-term interests of the Company and its stockholders, employees and stakeholders.
 | Executive sessions of independent directors held at each regularly scheduled Board meeting | | All Board Committees composed entirely of independent directors | |||
| 89% of Board is independent | | Independent Board Chair | |||
| Share ownership guidelines for directors and executives | | Commitment to corporate social responsibility | |||
| Proxy access right granted to stockholders | | Annual Board and committee evaluations | |||
| Annual election of all directors | | Majority voting for directors | |||
| Board Chair and Chief Executive Officer roles separated | | Clawback policy covering financial restatement | |||
2 | Visteon Corporation | 2026 Proxy Statement |
Company Overview | Table of Contents |
Corporate Responsibility
BELIEFS AND VALUES
The Company and its Board of Directors believe positive and responsible business practices strengthen the Company, increase its
connection with the stockholders, and help it to better serve its customers and the communities in which it operates. The
Company’s commitment to social responsibility extends to a variety of areas including the environment, anti-corruption and trade
compliance, responsible sourcing, human rights, labor practices, and worker health and safety. In light of the continued importance
of these matters, the Board of Directors and management developed a multi-year roadmap to enhance the Company’s
sustainability and social responsibility programs and disclosures, including assessment of the potential risks associated with
climate change. This roadmap includes environmental targets aimed at reducing energy consumption, solid waste, water and the
reduction of scope 1 and scope 2 CO emissions through the use of renewable energy. The Company’s longer term greenhouse gas
("GHG") emission reduction target for 2030 which includes scope 3 CO emissions, has been validated by the Science Based
Targets initiative ("SBTi") and the Company is working to be carbon neutral by 2040. The full Board of Directors has oversight of the
Company’s environmental and social initiatives as part of its regular strategic reviews of the Company’s operations, products and
technologies. Management provides reports and presentations to the Corporate Sustainability and Governance Committee on the
Company’s environmental and social initiatives at all of their regularly scheduled meetings. Additional information about Visteon’s
corporate social responsibility efforts is available on our website at https://www.visteon.com/company/sustainability-community/
default.aspx. Please note, however, that information contained on the website is not incorporated by reference in this proxy
statement or considered to be a part of this document.
2030 Environmental Goals | 2030 GHG Emissions Goals | |||||||||||
 -6% Energy and Water Use |  -5% Waste Reduction |  75% Total Renewable Electricity Use | ||||||||||
1&2 -45% Direct & Indirect Operational Emissions | 3 -25% Other Indirect Emissions | |||||||||||
Delivering on near-term goals and committing to longer term greenhouse gas emissions reduction goals* | ||||||||||||
* Reduce total energy and water consumption, solid waste from 2025 levels, and CO2 emissions from 2019 levels except scope 3 emissions which is measured from
2021.
2026 Proxy Statement | Visteon Corporation | 3 |
Table of Contents | Company Overview |
Stockholder Engagement
We believe that it is important to communicate regularly with stockholders regarding areas of interest or concern. We have a robust
stockholder engagement program that includes regular discussions regarding our long-term business strategy, corporate
governance, executive compensation, sustainability and other topics suggested by our stockholders. Visteon’s senior management
and investor relations team regularly engage with stockholders and respond to their questions during investor conferences, non-
deal roadshows, virtual meetings, and other investor events. This helps to ensure that our stockholders are heard and able to
communicate directly with us on these important matters.
Our relationship with stockholders is an important part of the Company’s success. The Board and management believe they best
execute their duties when they proactively listen to, seek to understand, and consider the opinions of our stockholders. We engage
with our stockholders and the broader corporate governance community through a year-round engagement program, which is
management-led and overseen by the Board. Our engagement program is designed to address questions and concerns, provide
perspective on Company policies and practices, seek stockholders input and incorporate feedback, as appropriate.
Who We Engage | How We Engage | ||||||||||
We engage with a wide range of constituents, including the following: •Institutional shareholders •Proxy advisory firms •Sustainability rating firms •Regulators | We utilize multiple channels for engagement, including the following: •Quarterly investor calls and other investor-led conferences and presentations •Company-hosted investor meetings, both in-person and virtual •Annual Meeting of Stockholders •Various quarterly and annual reporting and disclosures | ||||||||||
Who Is Involved | Topics of Engagement | ||||||||||
•Independent Directors •Executive leadership team •Senior management •Subject matter experts | We cover a broad range of business topics in these interactions, including long term growth strategy, strategic initiatives, board composition and structure, business performance and execution, capital allocation, sustainability and human capital management. | ||||||||||
In 2025, we engaged with stockholders collectively representing a majority of our Common Stock. Below is a selected sample of
our engagements with current and prospective stockholders as well as the broader corporate governance community.
2025 Communication and Engagement Highlights | |||||||||||
January •Consumer Electronics Show Booth focusing on latest technologies | April •1st Quarter Earnings •Publication of 2025 Proxy Statement | July •2nd Quarter Earnings | October •3rd Quarter Earnings •Non-Deal Roadshows in Boston, Montreal and New York City | ||||||||
February •4th Quarter and Full year 2024 Earnings •Publication of 2024 Form 10-K Filing | May •BNP Global EV & Mobility Conference •Non-Deal Roadshows in Tokyo | August •JPMorgan Auto Conference •Raymond James Industrial Showcase | November •Baird Global Industrial Conference •Non-Deal Roadshow in Tokyo | ||||||||
March •Wolfe Autos Summit Conference •Non-Deal Roadshows in Chicago, Kansas City and Milwaukee | June •Non-Deal Roadshows in Baltimore, Europe and Toronto •Wells Fargo Industrials & Materials Conference •Deutsche Bank Global Auto Industry Conference | September •RBC Capital Markets Global Industrials Conference •Wolfe Detroit Bus Tour •Non-Deal Roadshows in Denver, Los Angeles and San Francisco | December •Nasdaq Investor Conference | ||||||||
4 | Visteon Corporation | 2026 Proxy Statement |
Table of Contents |
Proxy Summary This summary provides highlights of information contained in this proxy statement. It does not contain all of the information that you should consider before voting. We encourage you to read the entire proxy statement. For more complete information regarding the Company’s 2025 performance, please read our 2025 Annual Report on Form 10-K. | ||||
Items to be Considered & Board Recommendations | ||||
Item | Votes Required for Approval | Board's Voting Recommendation | Page Reference | |
1 | Elect directors | Majority of votes cast | FOR each nominee | 7 |
2 | Ratify the appointment of Deloitte & Touche LLP as the Company's independent auditor for the year ending December 31, 2026 | Majority of votes present | FOR | 52 |
3 | Advisory approval of the Company’s executive compensation | Majority of votes present The vote on this item is nonbinding, but the Board will consider the results of the vote in making future decisions. | FOR | 53 |
 | Our Notice of Annual Meeting and Proxy Statement, Annual Report on Form 10- K, electronic proxy card and other Annual Meeting materials are available on the Internet at www.proxyvote.com, together with any amendments to any of these materials that are required to be furnished to stockholders. If you receive a Notice of Internet Availability of Proxy Materials, you will not receive a paper or email copy of the proxy materials unless you request one in the manner set forth in the Notice. | |||
Meeting Details: | ||||
| Date June 11, 2026 | |||
| Time 10 a.m. ET | |||
| Place Grace Lake Corporate Center, One Village Center Drive, Van Buren Township, Michigan | |||
Ways to Vote: | ||||
 | Visit the website on your proxy card/voting instruction form to vote via the Internet. | |||
 | Call the telephone number on your proxy card/voting instruction form to vote by telephone. | |||
 | ||||
Sign, date and return your proxy card to vote by mail. | ||||
 | Vote in person at the annual meeting. Owners with shares held through a bank or broker may vote in person at the meeting if they have a legal proxy from the bank or broker and bring it to the meeting. | |||
2026 Proxy Statement | Visteon Corporation | 5 |
Table of Contents | Proxy Summary |
Director Nominees
Upon the recommendation of the Corporate Sustainability and Governance Committee, the Board has nominated the following
eight director nominees (all of whom are current directors) to be elected at the Annual Meeting of Stockholders. All of the nominees
for director are independent under applicable law and stock exchange listing standards, other than Mr. Lawande, who is our Chief
Executive Officer. Detailed information about each director nominee, including their background, skills and experience, can be
found under “Item 1—Election of Directors”.
Name | Age | Director Since | Independent | Primary Occupation | Other Public Boards |
Jeffrey D. Jones | 73 | 2010 |  | Attorney, Kim & Chang | 1 |
Bunsei Kure | 69 | 2022 | | Former CEO Renesas Electronics | — |
Sachin S. Lawande | 58 | 2015 | CEO and President of Visteon Corporation | 1 | |
Joanne M. Maguire | 72 | 2015 | | Former EVP of Lockheed Martin Corporation | 1 |
Robert J. Manzo | 68 | 2012 | | Managing Member of RJM, LLC | 1 |
Francis M. Scricco | 76 | 2012 | | Former SVP, Avaya, Inc. and former President and CEO of Arrow Electronics, Inc. | — |
Marjorie T. Sennett | 65 | 2025 | | Former Managing Director, Farallon Capital Management, LLC | 1 |
David L. Treadwell | 71 | 2012 | | Former CEO and President of EaglePicher Corporation | — |
HIGHLIGHTS OF SKILLS AND QUALIFICATIONS
88% | Financial Reporting Experience | 63% | Industry Experience | 75% | Global Experience | 100% | CEO/Senior Officer Experience |
 | Senior Leadership | 8 | ||||||||||
 | Automotive Industry | 5 | ||||||||||
 | International Business | 6 | ||||||||||
 | Financial Literacy | 7 | ||||||||||
 | Technology/Systems | 2 | ||||||||||
 | Marketing/Sales | 4 | ||||||||||
 | Governance & Sustainability | 8 | ||||||||||
 | Academics/Research | 1 | ||||||||||
 | Government/Public Policy | 2 | ||||||||||
6 | Visteon Corporation | 2026 Proxy Statement |
Proxy Summary | Table of Contents |
Executive Compensation Overview
For purposes of the Compensation Discussion & Analysis, (“CD&A”), Summary Compensation Table and other tables set forth in
this proxy statement, our Named Executive Officers (“NEOs") for the 2025 fiscal year were:
 Sachin S. Lawande Director, President and Chief Executive Officer |  Jerome J. Rouquet Senior Vice President and Chief Financial Officer |  Brett D. Pynnonen Senior Vice President and Chief Legal Officer |  Robert R. Vallance Senior Vice President, Product Lines, China and APAC Supplier Strategy |  Kristin E. Trecker Senior Vice President and Chief People Officer |
The CD&A beginning on page 20 includes additional detail on the following compensation highlights:
•Continued focus on performance based compensation through annual and long-term incentive programs
•Approximately 76% of average target named executive officer, or NEO, pay in 2025 was variable or at risk
2025 CEO Target Pay Mix
2025 Other NEOs Target Pay Mix
n Base Salary | n Annual Incentive | n Long-Term Incentive | n Variable (At Risk) |
•Balance short- and long-term incentives using multiple performance metrics, covering individual, financial and total
shareholder return performance.
•Have "double trigger" (qualifying termination of employment following a change in control) requirements for NEO
severance payments and/or equity acceleration for outstanding awards.
•Robust stock holding and ownership guideline requirements for our NEOs to ensure ongoing and meaningful alignment
with stockholders.
•Favorable support of approximately 89% of votes cast in 2025 for stockholders' Say-on-Pay reflecting their support of the
Company's executive compensation program.
2026 Proxy Statement | Visteon Corporation | 7 |
Table of Contents |
Item One | |||||||||
Election of Directors The first proposal on the agenda for the Annual Meeting will be electing eight directors to hold office until the next Annual Meeting of Stockholders to be held in 2027. |  | ||||||||
We expect each nominee for election as a director to be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board. The Company’s Bylaws provide that in any uncontested election (an election in which the number of nominees for director is not greater than the number to be elected), each director shall be elected if the number of votes cast “for” the nominee’s election exceed the number of votes cast “against” that nominee’s election. The Bylaws also provide that any nominee who does not receive more votes cast “for” the nominee’s election than the number of votes cast “against” that nominee in an uncontested election is expected to promptly tender his or her resignation to the Chairman of the Board, which resignation shall be promptly considered through a process managed by the Corporate Sustainability and Governance Committee, to determine if a compelling reason exists for concluding that it is in the best interests of the Company for such incumbent to remain a director. The Corporate Sustainability and Governance Committee shall provide its recommendation to the Board with respect to any tendered resignation within 14 days of the certification of the election voting results and such recommendation shall be acted on by the Board within 30 days of the certification of the voting results. If a resignation offer is not accepted by the Board, it will publicly disclose its decision, including a summary of reasons for not accepting the offer of resignation. In a contested election (an election in which the number of nominees for director is greater than the number to be elected), the directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. | Jeffrey D. Jones Bunsei Kure Sachin S. Lawande Joanne M. Maguire Robert J. Manzo Francis M. Scricco Marjorie T. Sennett David L. Treadwell  The Board of Directors recommends that you vote "FOR" each nominee. | ||||||||
8 | Visteon Corporation | 2026 Proxy Statement |
Item One | Table of Contents |
Director Nominations and Board Refreshment
The Corporate Sustainability and Governance Committee assesses all director candidates, whether submitted by management, a
stockholder or otherwise, and recommends nominees for election to the Board. In April 2026, the Corporate Sustainability and
Governance Committee determined that all incumbent directors wishing to stand for election this year should be re-nominated to
stand for election at this Annual Meeting. Two of the current directors, Naomi Bergman and James Barrese, are not standing for re-
election to the Board and their respective terms on the Board will end as of the 2026 Annual Meeting. Pursuant to the Corporate
Governance Guidelines, the Committee considered Mr. Scricco's age when recommending that he stand for re-election. The key
considerations for Board candidates in this process included: specific skills and intellectual capital aligned with the Company’s
future strategic and operating plans, strong commitment to increasing stockholder value, core business competencies, including a
record of success, financial literacy, a high degree of ethics and integrity, interpersonal skills, enthusiasm, independence and prior
board experience. The Board considers diversity to be an important factor in the selection and nomination of director candidates.
Board refreshment is also critical as the automotive industry changes and the Company’s business strategy evolves. At the same
time, the Company also benefits from having seasoned directors on our Board who are well-versed in the Company’s business and
help facilitate the transfer of institutional knowledge. The current composition reflects the balance the Board seeks between
different perspectives brought by long-serving and new directors. The Board concurred with the recommendations of the Corporate
Sustainability and Governance Committee, and it believes that the overall mix of the backgrounds of the nominees for election at
the Annual Meeting provides for a diverse and highly qualified Board. The specific experiences, qualifications and skills that were
considered in their initial selection, and considered by the Board in their nomination, are included in the matrix below and after each
of the individual biographies. Ms. Maquire and Messrs. Jones, Kure, Lawande, Manzo, Scircco and Treadwell are current directors
who were elected by our stockholders at the last Annual Meeting with support for each director nominee exceeding 88%. Ms.
Sennett is a current director and nominee who was appointed after the last Annual Meeting.
Summary of Qualifications of Director Nominees
The following table highlights the specific skills, experience, qualifications and attributes that each of the director nominees brings
to the Board. A particular director may possess other skills, experience, qualifications or attributes even though they are not
indicated below.
Jones | Kure | Lawande | Maguire | Manzo | Scricco | Sennett | Treadwell | ||
Skills & Experience | |||||||||
| Senior Leadership Experience | • | • | • | • | • | • | • | • |
| Automotive Industry Experience | • | • | • | • | • | |||
| International Business Experience | • | • | • | • | • | • | ||
| Financial Literacy | • | • | • | • | • | • | • | |
| Technology/Systems Expertise | • | • | ||||||
| Marketing/Sales Experience | • | • | • | • | ||||
| Governance, Sustainability & Compliance Experience | • | • | • | • | • | • | • | • |
| Academic/Research Experience | • | |||||||
| Government/Public Policy Expertise | • | • | ||||||
2026 Proxy Statement | Visteon Corporation | 9 |
Table of Contents | Item One |
Nominees for Directors
 | Jeffrey D. Jones | Director Since: 2010 | Age: 73 |
Mr. Jones is an attorney with Kim & Chang, a South Korea-based law firm, a position he has held since 1980. Mr. Jones serves as Chairman of the Board of Partners for Future Foundation and Ronald McDonald House Charities of Korea, both Korean non-profit foundations. He also serves on the board of SPC SAMLIP CO., LTD. | |||
Mr. Jones has over thirty years of international legal experience, with particular focus on Asia. He has served on the boards of multinational companies and has been active in civic and charitable activities. He has served as chairman of the American Chamber of Commerce in Korea, as an advisor to several organizations and government agencies in Korea, and as a recognized member of the Korean Regulatory Reform Commission. | |||
 | Bunsei Kure | Director Since: 2022 | Age: 69 |
Mr. Kure is the former Chief Executive Officer of Renesas Electronics, a leading supplier of semiconductor solutions to the global automotive industry, a position he held from June 2016 until his retirement in June 2019. Prior to that he served as Executive Vice President and then as Chief Operating Officer of Nidec, the world’s largest electric motor company, from June 2013 to September 2015 and as the Chief Executive Officer of Calsonic Kansei, a large tier-1 supplier that is now part of Marelli, from June 2008 to March 2013. Mr. Kure also served on the board of Nippon Avionics Co., Ltd. during the past five years. | |||
Mr. Kure brings extensive experience in the global automotive and semiconductor industries, and knowledge of the Japanese automotive industry, including deep networks within Japanese OEMs and suppliers. | |||
| Sachin S. Lawande | Director Since: 2015 | Age: 58 |
Mr. Lawande has been Visteon's Chief Executive Officer, President and a Director of the Company since June 2015. Before joining Visteon, Mr. Lawande served as Executive Vice President and President, Infotainment Division of Harman International Industries, Inc., an automotive supplier, from July 2013 to June 2015. From July 2011 to June 2013, he served as Executive Vice President and President of Harman’s Lifestyle Division, and from July 2010 to June 2011 as Executive Vice President and Co-President, Automotive Division. Prior to that he served as Harman’s Executive Vice President and Chief Technology Officer since February 2009. Mr. Lawande joined Harman International in 2006, following senior roles at QNX Software Systems and 3Com Corporation. He also serves on the board of directors of Cognex Corporation, and within the last five years served on the board of directors of DXC Technology Company. | |||
Mr. Lawande brings extensive automotive industry leadership experience, including leadership roles with a global automotive components supplier, as well as deep expertise spanning technology, software, and innovation. | |||
10 | Visteon Corporation | 2026 Proxy Statement |
Item One | Table of Contents |
 | Joanne M. Maguire | Director Since: 2015 | Age: 72 |
Ms. Maguire served as an Executive Vice President of Lockheed Martin Corporation and President of its Space Systems Company, a provider of advanced-technology systems for national security, civil and commercial customers, from July 2006 until she retired in May 2013. Ms. Maguire joined Lockheed Martin in 2003, following 28 years of employment at TRW’s Space & Electronics sector (now part of Nothrop Grumman). Throughout her career, she has held senior leadership roles in program management, engineering, advanced technology, manufacturing, and business development. Ms. Maguire also serves on the board of directors of CommScope Holdings Company, Inc. During the past five years, Ms. Maguire also served on Tetra Tech, Inc. | |||
Ms. Maguire has extensive experience in the technology sector, including senior leadership positions with a publicly traded company, executive responsibility for operations and profitability, and board service on multiple high tech corporations. | |||
 | Robert J. Manzo | Director Since: 2012 | Age: 68 |
Mr. Manzo is the founder and managing member of RJM, LLC, a provider of consulting services to troubled companies, a position he has held since 2005. From 2000 to 2005, Mr. Manzo was a senior managing director of FTI Consulting, Inc., a global business advisory firm. He also serves on the board of directors of Bristow Group Inc., and within the last five years served on the board of directors of ADVANZ PHARMA Corp. | |||
Mr. Manzo has extensive experience advising companies and management in the automotive and other industries, and as a non-practicing CPA, possesses financial and accounting expertise. | |||
 | Francis M. Scricco | Director Since: 2012 | Age: 76 |
Mr. Scricco is the former Senior Vice President, Manufacturing, Logistics and Procurement of Avaya, Inc., a global business communications provider, a position he held from February 2007 until his retirement in October 2008. Prior to that he was Avaya’s Senior Vice President, Global Services since March 2004. Prior to joining Avaya, Inc., Mr. Scricco was employed by Arrow Electronics as its Chief Operating Officer from 1997 to 2000, and as its President and Chief Executive Officer from 2000 to 2002. His first operating role was as a general manager for General Electric. Mr. Scricco began his career with the Boston Consulting Group in 1973. Mr. Scricco currently also serves on the boards of Ecobat, LLC and PAK Quality Foods Holdings, LLC, both privately held companies, and he served on the boards of Masonite International Corporation and Transportation Insight, LLC during the past five years. | |||
Mr. Scricco has extensive global business leadership experience, including public company board service. Mr. Scricco has spent more than twenty-five years as a senior P&L manager in six different industries. His P&L experience ranges from CEO of a venture capital technology start-up to CEO of a $13 billion publicly traded Fortune 200 company. | |||
2026 Proxy Statement | Visteon Corporation | 11 |
Table of Contents | Item One |
 | Marjorie T. Sennett | Director Since: 2025 | Age: 65 |
Ms. Sennett served as Managing Director of Farallon Capital Management, LLC, an institutional asset management firm, from 2004 until her retirement in June 2009. She initially joined Farallon in 2001 as a senior research analyst and consultant. Earlier in her career, Ms. Sennett was Chief Financial Officer of eGroups, Inc., where she co‑led the company’s sale to Yahoo! Inc., and Chief Financial Officer of Amylin Pharmaceuticals, Inc., where she led the company’s initial public offering and subsequent follow‑on equity offerings. Ms. Sennett also serves as a member of the Board of Directors of Cognex Corporation. | |||
Ms. Sennett brings public board experience, extensive knowledge of corporate finance and financial reporting, financial leadership in fast-growing companies in the technology and biotechnology sectors, and experience as an institutional investor. | |||
 | David L. Treadwell | Director Since: 2012 | Age: 71 |
Mr. Treadwell is the former President and CEO of EP Management Corporation, formerly known as EaglePicher Corporation, a position he held from August 2006 to September 2011; and he served as their chief operating officer from June 2005 to July 2006. Prior to that, he served as Oxford Automotive’s CEO from 2004 to 2005. In addition to Visteon, Mr. Treadwell currently serves on the board of New York Community Bank. During the past five years, Mr. Treadwell has also served on the board of directors of AGY, LLC, FairPoint Communications Inc., Revere Industries, Sungard Availability Services Capital, Inc., Tweddle LLC, U.S. Well Services, Inc. and WinCup LLC. | |||
Mr. Treadwell has extensive experience advising and leading companies in the automotive and other industries. | |||
| The Board of Directors recommends that you vote "FOR" the election of Jeffrey D. Jones, Bunsei Kure, Sachin S. Lawande, Joanne M. Maguire, Robert J. Manzo, Francis M. Scricco, Marjorie T. Sennett, and David L. Treadwell as directors. | ||||
12 | Visteon Corporation | 2026 Proxy Statement |
Table of Contents |
Corporate Governance
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines to define the role of the Board, its structure and composition, as well
as set forth principles regarding director commitment expectations and compensation. The guidelines also limit the number of
other boards a director may serve on and the maximum age of directors. A copy of the Corporate Governance Guidelines is
available on our website at https://www.visteon.com/company/governance/governance-documents/default.aspx.
Board Leadership Structure
Since September 2012, the Board has separated the positions of Chairman and Chief Executive Officer by appointing a non-
executive Chairman. The non-executive Chairman serves in a lead capacity to coordinate the activities of the other outside
directors and to perform the duties and responsibilities as the Board of Directors may determine from time to time. Currently,
these responsibilities include:
•Presiding at all meetings of stockholders;
•Convening and presiding at all meetings of the Board, including executive sessions of the independent directors;
•Developing, with the assistance of the Chief Executive Officer (the “CEO”), the agenda for all Board meetings;
•Collaborating with the CEO, committee Chairs, and other directors to establish meeting schedules, agendas, and
materials in order to ensure that all directors can perform their duties responsibly and that there is sufficient time for
discussion of all agenda items;
•Advising the CEO on the quantity, quality, and timeliness of information delivered by management to the Board and
providing input so that directors can effectively and responsibly perform their duties;
•Counseling the CEO on issues of interest or concern to directors and encouraging all directors to engage the CEO with
their interests and concerns;
•Serving as a liaison on Board-related issues between directors and the CEO and management although directors
maintain the right to communicate directly with the CEO or any member of management on any matter;
•Assisting the Board and the Company’s officers in assuring compliance with and implementation of the Company’s
Corporate Governance Guidelines;
•Working in conjunction with the Corporate Sustainability and Governance Committee to recommend revisions, as
appropriate, to the Corporate Governance Guidelines;
•Making recommendations to the Board concerning the retention of counsel and consultants who report directly to the Board
on board matters (as opposed to committee counsel or consultants);
•Working with the Chair of each committee during the annual review of committee charters and work with the Chair of the
Corporate Sustainability and Governance Committee with respect to committee assignments and the recruitment and
selection of new Board members;
•Representing the Board in stockholder engagement meetings and similar activities with other stakeholders, serve as a focal
point for stockholder communications addressed to directors, and advise the CEO of the timing and substance of such
communications; in each case as approved by the Board;
•Convening special meetings of the Company’s stockholders consistent with the terms of the Company’s Bylaws from time to
time in effect; and
•Helping set the tone for the highest standards of ethics and integrity.
The Board believes that a non-executive Chairman can help provide effective, independent Board leadership.
2026 Proxy Statement | Visteon Corporation | 13 |
Table of Contents | Corporate Governance |
Board Risk Oversight
Board of Directors Overall Risk Oversight |  |  | ||||||
  Oversight of Designated Risks | ||||||||
Audit Committee | Corporate Sustainability and Governance Committee | Organization and Compensation Committee | Technology Committee | |||||
| Reporting | Oversight and Direction | | |||||
Senior Management | ||||||||
The Board believes that its primary responsibility is to oversee the business and affairs of the Company for the protection and
enhancement of stockholder value, which includes assessing major risks facing the Company and options for mitigating these
risks. The Board reviews, oversees and monitors risks and mitigation strategies related to the Company’s business strategy,
business continuity, cybersecurity, artificial intelligence (AI), and the impact on the Company’s financial planning. The committees
help the Board carry out this responsibility by focusing on specific key areas of risk inherent in our business.
•The Audit Committee oversees risks associated with financial and accounting matters, including compliance with legal and
regulatory requirements, enterprise cybersecurity, and the Company’s financial reporting and internal control systems.
•The Corporate Sustainability and Governance Committee oversees risks associated with corporate governance and
sustainability policies and practices, including Board structure, director succession planning and climate change.
•The Organization and Compensation Committee helps ensure that the Company’s compensation policies and practices
support the retention and development of executive talent with the experience required to manage risks inherent to the
business and do not encourage or reward excessive risk-taking by our executives.
•The Technology Committee oversees risks associated with new product development and technology strategies including
product-related cybersecurity and responsible artificial intelligence (AI) practices.
The Board receives regular updates from the committees about their activities in this regard. The Company’s enterprise risk
management approach utilizes an annual risk assessment consisting of Board member and management level employee
interviews, surveys, and feedback which identify changes to the Company’s risk exposure and overall risk environment as it relates
to cybersecurity, financial, compliance, operational and strategic risk areas including business model changes and talent retention.
The results of management’s review are reported to the Board by the Chief Executive Officer, Chief Accounting Officer and/or Chief
Legal Officer.
Director Independence
The Corporate Governance Guidelines adopted by the Board of Directors provide that a majority of the members of the Board, and
each member of the Audit, Organization and Compensation, and Corporate Sustainability and Governance Committees, must meet
the independence criteria of applicable law and stock exchange listing standards. For a director to be considered independent, the
Board must determine that the director does not have any direct or indirect material relationship with the Company. To assist it in
determining director independence, the Board of Directors has adopted the Visteon Director Independence Guidelines, which are
attached to this proxy statement as Appendix A. The Visteon Director Independence Guidelines contain categorical standards of
independence which conform to, or are more exacting than applicable law and stock exchange listing standards. In addition to
applying its guidelines, the Board will consider all relevant facts and circumstances that it is aware of in making an independence
determination.
14 | Visteon Corporation | 2025 Proxy Statement |
Corporate Governance | Table of Contents |
The Board undertook its annual review of director independence in April 2026, and, based on the listing standards of the Nasdaq
Stock Market and the Visteon Director Independence Guidelines, the Board has affirmatively determined that all of the non-
employee directors standing for re-election, namely Ms. Maguire, Ms. Sennett, and Messrs. Jones, Kure, Manzo, Scricco, and
Treadwell, are independent. None of these non-employee directors currently has any relationship with the Company (other than as
a director or stockholder). Mr. Lawande is not independent due to his employment as a senior executive of the Company.
Meetings and Executive Sessions
During 2025, the Board of Directors held eight (8) regularly scheduled and special meetings and took action by written consent one
(1) time in lieu of a meeting. Under the Company’s Corporate Governance Guidelines, directors are expected to attend all
scheduled Board and committee meetings as well as the Company’s Annual Meeting of Stockholders. No director attended less
than 75% of the aggregate number of meetings of the Board and Board committees on which he or she served during 2025. All
current directors who were also on the Board at the time of such meeting attended the last Annual Meeting of stockholders in 2025.
Pursuant to the Corporate Governance Guidelines, the non-employee directors meet without management at the end of every
regularly scheduled Board meeting. The presiding director at these meetings is the non-executive Chairman or if there be none, the
most tenured independent director in attendance.
Board Committees
The Board has established four standing committees. The principal functions of each committee are briefly described on the
following pages. Additional special committees under the direction of the Board may be established when necessary to address
specific issues.
Audit Committee | |||
Members: Robert J. Manzo (Chair) Naomi M. Bergman Marjorie T. Sennett David L. Treadwell Meetings in 2025: 6 | The duties of the Audit Committee are generally: •To select and evaluate the independent registered public accounting firm; •To approve all audit and non-audit engagement fees and terms; •To review the activities and the reports of the Company’s independent registered public accounting firm including the critical audit matters described in their annual report; •To review internal controls, accounting practices, financial structure and financial reporting, including the results of the annual audit and review of interim financial statements; •To review and monitor enterprise cybersecurity, information security and risk mitigation programs; •To review and monitor compliance procedures; and •To report the results of its review to the Board. The charter of the Audit Committee, as well as any future revisions to such charter, is available on the Company’s website at https://www.visteon.com/company/governance/board-committees/ default.aspx. The Audit Committee Report can be found beginning on page 50. | ||
All the members of the Audit Committee are considered independent under the rules and regulations of the Securities and
Exchange Commission, the Nasdaq Stock Market listing standards and the Visteon Director Independence Guidelines. The Board
has determined that each of the current members of the Audit Committee has “accounting and related financial management
expertise” within the meaning of the listing standards of the Nasdaq Stock Market, understands non-GAAP financial measures, and
that Ms. Sennett and Messrs. Manzo and Treadwell are each qualified as an “audit committee financial expert” within the meaning
of the rules and regulations of the Securities and Exchange Commission.
2026 Proxy Statement | Visteon Corporation | 15 |
Table of Contents | Corporate Governance |
Corporate Sustainability and Governance Committee | |||
Members: Robert J. Manzo (Chair) James J. Barrese Bunsei Kure Jeffrey D. Jones Meetings in 2025: 5 | The duties of the Corporate Sustainability and Governance Committee are generally: •To develop corporate governance principles and monitor compliance therewith; •To review the performance of the Board as a whole; •To review and recommend to the Board compensation for outside directors; •To develop criteria for Board membership; •To identify, review and recommend director candidates; •To review and monitor environmental, safety and health matters; and •To oversee the Company’s sustainability initiatives including but not limited to environmental and social policies, programs and reporting. The charter of the Corporate Sustainability and Governance Committee, as well as any future revisions to such charter, is available on the Company’s website at https://www.visteon.com/ company/governance/board-committees/default.aspx. | ||
All the members of the Corporate Sustainability and Governance Committee are considered independent under the Nasdaq Stock
Market listing standards and the Visteon Director Independence Guidelines. The Corporate Sustainability and Governance
Committee has the authority to retain consultants to assist the Committee in fulfilling its duties with director recruitment and
compensation matters. During 2025, the Corporate Sustainability and Governance Committee retained the firm of Frederic W.
Cook & Co., Inc. to advise the Committee on competitive market practices and trends for non-employee director compensation.
Organization and Compensation Committee | |||
Members: David L. Treadwell (Chair) Jeffrey D. Jones Joanne M. Maguire Marjorie T. Sennett Meetings in 2025: 5 | The duties of the Organization and Compensation Committee are generally: •To review and approve corporate goals and objectives relative to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer’s performance and set the Chief Executive Officer’s compensation level based on this evaluation; •To review and approve executive compensation and incentive plans; •To approve the payment of cash performance bonuses and the granting of stock-based awards to the Company’s employees, including officers; and •To review and recommend management development and succession planning. The charter of the Organization and Compensation Committee, as well as any future revisions to such charter, is available on the Company’s website at https://www.visteon.com/company/ governance/board-committees/default.aspx. | ||
All members of the Organization and Compensation Committee are considered independent under the Nasdaq Stock Market listing
standards and the Visteon Director Independence Guidelines. The Committee has the authority to retain, approve the fees and
other terms of, and terminate any compensation consultant, outside counsel or other advisors to assist the committee in fulfilling its
duties. During 2025, the Committee retained the firm of Frederic W. Cook & Co., Inc., an executive compensation consulting firm,
to advise the Committee on competitive market practices and trends as well as on specific executive and director compensation
matters as requested by the Committee or the Board. The Company maintains no other significant direct or indirect business
relationships with this firm, and no conflict of interest with respect to such firm was identified.
16 | Visteon Corporation | 2025 Proxy Statement |
Corporate Governance | Table of Contents |
Technology Committee | |||
Members: Joanne M. Maguire (Chair) Naomi M. Bergman James J. Barrese Bunsei Kure Meetings in 2025: 2 | The duties of the Technology Committee generally are: •To review and comment on new product technology strategies as developed by the Company; •To review and make recommendations to the Board regarding the technology budget, assess major investments in new technology platforms, partnerships and alliances; •To monitor and evaluate existing and future trends in technology that may affect the Company’s strategic plans, including overall trends in the automotive industry; and •To review and monitor the Company's cybersecurity policies and practices relating to its products and technologies including risk mitigation. The charter of the Technology Committee, as well as any future revisions to such charter, is available on the Company’s website at https://www.visteon.com/company/governance/board- committees/default.aspx. | ||
All of the member of the Technology Committee are considered independent under the Nasdaq Stock Market listing standards and
the Visteon Director Independence Guidelines.
Code of Ethics
The Company has adopted a code of ethics, as is defined in Item 406 of Regulation S-K that applies to all directors, officers and
employees of the Company and its subsidiaries, including the Chief Executive Officer, the Chief Financial Officer and the Chief
Accounting Officer. The code, entitled “Ethics and Integrity Policy,” is available on the Company’s website at
https://www.visteon.com/company/governance/policies-and-compliance/default.aspx.
Communications with the Board of Directors
Stockholders and other persons interested in communicating directly with the Chairman of the Board, a committee chairperson or
with the non-management directors as a group may do so as described on the Company’s website at https://www.visteon.com/
company/contact-us/default.aspx, or by writing to the chairperson or non-management directors of Visteon Corporation c/o of the
Corporate Secretary, One Village Center Drive, Van Buren Township, Michigan 48111.
The Corporate Sustainability and Governance Committee also welcomes stockholder recommendations of director candidates.
Stockholders may suggest candidates for the consideration of the committee by submitting their suggestions in writing to the
Company’s Secretary, including the agreement of the nominee to serve as a director. In addition, the Company’s Bylaws contain a
procedure for the direct nomination of director candidates by stockholders (see page 56), and any such nomination will also be
automatically submitted to the Corporate Sustainability and Governance Committee for consideration.
2026 Proxy Statement | Visteon Corporation | 17 |
Table of Contents |
Director
Compensation
The Corporate Sustainability and Governance Committee reviews the compensation of the Company’s non-employee directors.
The table below summarizes the compensation paid by the Company to non-employee directors for the fiscal year ended
December 31, 2025. Directors who are employees of the Company receive no additional compensation for serving on the board.
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | |
James J. Barrese | 95,000 | 150,000 | — | 245,000 | |
Naomi M. Bergman | 105,000 | 150,000 | — | 255,000 | |
Jeffrey D. Jones | 95,000 | 150,000 | — | 245,000 | |
Bunsei Kure | 95,000 | 150,000 | — | 245,000 | |
Joanne M. Maguire | 110,000 | 150,000 | — | 260,000 | |
Robert J. Manzo | 145,000 | 150,000 | — | 295,000 | |
Francis M. Scricco | 170,000 | 150,000 | — | 320,000 | |
Marjorie T. Sennett(2) | 48,037 | 133,154 | — | 181,191 | |
David L. Treadwell | 125,000 | 150,000 | — | 275,000 |
(1)As of December 31, 2025 and pursuant to the Visteon Corporation 2020 Incentive Plan as amended, (described further below), Mr. Barrese owned 7,843 stock
units, Ms. Bergman owned 11,324, stock units, Mr. Kure owned 1,814 stock units, Ms. Maguire and Mr. Treadwell each owned 10,309 stock units, Messrs. Jones
and Manzo each owned 11,790 stock units, and Mr. Scricco owned 23,923 stock units.
(2)Ms. Sennett joined the board effective July 17, 2025.
During 2025, all non-employee directors received an annual cash retainer of $95,000. The following additional annual cash retainers
are paid to directors serving in leadership positions: Audit Chair, $25,000, Organization and Compensation Committee Chair,
$20,000, and Chairs of the Corporate Sustainability and Governance Committee and Technology Committee, $15,000. The non-
executive Chair of the Board receives an additional retainer valued at $150,000 which is paid in cash or restricted stock units at the
discretion of the Board. Audit Committee members receive an additional annual cash retainer of $10,000. All cash retainers are
paid in quarterly installments. In addition, the Company reimburses its directors for expenses, including travel and entertainment,
they incur in connection with attending board and committee meetings as well as other Company-requested activities.
Non-employee directors may elect to defer up to 100% of their total retainer and any cash payments under the 2020 Incentive Plan
as amended into a unit account. The amounts deferred into the unit account are allocated based on the closing price of the
Company’s common stock on the date of the deferral, and the value of this account is directly related to the performance of the
Company’s common stock. All amounts deferred are distributed following termination of board service on the later of January 15th of
the year following or six months after the date of termination of service or upon a change in control.
In June 2025, pursuant to the terms of the 2020 Incentive Plan as amended, each of the non-employee directors received a restricted
stock unit award valued at $150,000. These amounts are allocated to the unit accounts based on the closing price of the Company’s
common stock on the date of award, and vest approximately one year following the date of the award at which time they will be
distributed to each participant in shares of Visteon common stock unless the Director had a prior election in place to defer receipt of
the shares. Restricted stock unit awards granted prior to 2021 will not be distributed until after termination of board service, on the
later of January 15th of the year following or six months after the date of termination of service or upon a change in control.
Stock ownership guidelines have been adopted by the Board which are intended to align the interests of the Board and senior
management with the stockholders. Currently, the value of the Company’s stock which should be held by each Director is equal to
five times the annual board cash retainer, excluding additional compensation for Board committee service, within five years of
joining the Board. As of December 31, 2025, all Directors were in compliance with the guidelines.
18 | Visteon Corporation | 2025 Proxy Statement |
Table of Contents |
Security Ownership of Certain
Beneficial Owners and Management
The following table contains information regarding the stock ownership of the Company’s directors and executive officers and the
beneficial owners of more than five percent of the Company’s voting securities. Ownership of the Company’s common stock is
shown in terms of “beneficial ownership.” A person generally “beneficially owns” shares if he or she has either the right to vote
those shares or dispose of them, and more than one person may be considered to beneficially own the same shares. In this proxy
statement, unless otherwise noted, a person has sole voting and dispositive power for those shares shown as beneficially owned
by him or her. The percentages shown in this proxy statement compare the person’s beneficially owned shares with the total
number of shares of the Company’s common stock outstanding on April 15, 2026 (26,694,021 shares).
Directors and Executive Officers
The following table contains stockholding information for the Company’s directors and executive officers, as well as stock units
credited to their accounts under various compensation and benefit plans as of April 15, 2026. No shares have been pledged as
collateral for loans or other obligations by any director or executive officer listed below.
Common Stock Beneficially Owned | Stock Units(2)(3)(4) | |||
Name | Number(1) | Percent of Outstanding | ||
Sachin S. Lawande(5) | 421,630 | 1.6% | 85,142 | |
James J. Barrese | 3,033 | * | 7,843 | |
Naomi M. Bergman | 1,000 | * | 19,234 | |
Jeffery D. Jones | 1,332 | * | 11,790 | |
Bunsei Kure | 2,030 | * | 1,814 | |
Joanne M. Maguire | 3,033 | * | 10,309 | |
Robert J. Manzo(6) | 8,033 | * | 11,790 | |
Francis M. Scricco | 8,392 | * | 23,923 | |
Marjorie T. Sennett | — | * | 1,206 | |
David L. Treadwell | 5,033 | * | 10,309 | |
Jerome J. Rouquet | 28,042 | * | 15,986 | |
Brett D. Pynnonen | 12,967 | * | 9,149 | |
Kristin E. Trecker | 12,811 | * | 7,586 | |
Robert R. Vallance | 26,838 | * | 7,925 | |
All executive officers and directors as a group (18 persons) | 532,254 | 2.0% | 239,339 | |
*Less than 1%.
(1)Includes shares of common stock which the following executive officers had a right to acquire ownership of pursuant to stock options granted by the Company and
exercisable on or within 60 days after April 15, 2026: Mr. Lawande (49,826 shares) and Mr. Rouquet (4,675 shares).
(2)For non-employee directors, the amounts shown include stock units credited under the Deferred Compensation Plan for Non-Employee Directors, the Non-
Employee Director Stock Unit Plan and the Visteon Corporation 2020 Incentive Plan as amended, and are payable upon vesting and/or following termination of
Board service in shares of common stock or cash at the election of the Company, or in cash upon a change in control.
(3)Includes restricted stock units granted to executive officers under the Visteon Corporation 2020 Incentive Plan as amended, which are payable upon vesting in
shares of common stock or cash at the election of the Company.
2026 Proxy Statement | Visteon Corporation | 19 |
Table of Contents | Security Ownership |
(4)Dividend equivalents under the 2020 Incentive Plan are not included.
(5)Includes 146,229 shares held in a Spousal Lifetime Access Trust ("SLAT") for the benefit of Mr. Lawande's spouse and children, of which the spouse is the trustee.
(6)Includes 4,000 shares held by Mr. Manzo's spouse.
Other Beneficial Owners
The following table sets forth information concerning the beneficial owners of more than 5% of any class of the Company’s voting
securities as of April 15, 2026. The table is based upon reports on Schedules 13G and 13D and Forms 4 filed with the SEC or other
information the Company believes to be reliable.
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Ownership | Percent of Class |
Common Stock | BlackRock, Inc. 50 Hudson Yards New York, New York 10001 | 3,286,571 total aggregate shares (3,255,046 shares held with sole voting power and 3,286,571 shares held with sole dispositive power) | 12.1% |
Common Stock | American Century Investment Management Inc. 4500 Main Street, 9th Floor Kansas City, Missouri 64111 | 2,222,551 total aggregate shares (2,173,962 shares with sole voting power and 2,222,551 shares held with sole dispositive power) | 8.2% |
Common Stock | Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, Texas 78746 | 1,403,695 total aggregate shares (1,373,749 shares with sole voting power and 1,403,695 shares held with sole dispositive power) | 5.2% |
Transactions with Related Persons
Our Ethics and Integrity Policy instructs all of our employees, including the Named Executive Officers, to avoid conflicts between
personal interests and the interests of Visteon, as well as any action that has the potential for adversely impacting the Company or
interfering with the employee’s objectivity. The policy also requires any employee having a financial interest in, or a consulting,
managerial or employment relationship with, a competitor, customer, supplier or other entity doing business with Visteon to disclose
the situation to their manager or to the legal or human resources departments of the Company. The Company’s compliance group
implements the Ethics and Integrity Policy and related policies and annually requires all management employees, including the
Named Executive Officers, to complete a questionnaire disclosing potential conflicts of interest transactions. The Chief Legal
Officer reviews all submissions, determines if approval is appropriate, and reports the findings to the Audit Committee annually.
The Chief Legal Officer will generally not approve or ratify a related party transaction unless it has been determined that, upon
consideration of all relevant information, the related party transaction is in, or not inconsistent with, the best interests of the
Company and its stockholders. The Audit Committee is responsible for overseeing our ethics and compliance program, including
compliance with the Ethics and Integrity Policy, and all members of the Board are responsible for complying with such policy. In
addition, the Corporate Sustainability and Governance Committee reviews the professional occupations and associations of board
nominees, and annually reviews transactions between Visteon and other companies with which our Board members and executive
officers are affiliated to the extent reported in response to our directors and officers questionnaire. The Ethics and Integrity Policy is
in writing. See page 57 of this proxy statement under “Miscellaneous” for instructions on how to obtain a copy.
20 | Visteon Corporation | 2026 Proxy Statement |
Table of Contents |
Executive
Compensation
Compensation Discussion and Analysis
This Compensation Discussion and Analysis presents compensation information for the following executive officers named in the
Summary Compensation Table beginning on page 34 (the “Named Executive Officers” or “NEOs”):
•Sachin S. Lawande, Director, President and Chief Executive Officer (CEO);
•Jerome J. Rouquet, Senior Vice President and Chief Financial Officer (CFO);
•Brett D. Pynnonen, Senior Vice President and Chief Legal Officer;
•Robert R. Vallance, Senior Vice President, Product Lines, China and APAC Supplier Strategy; and
•Kristin E. Trecker, Senior Vice President and Chief People Officer.
Visteon's Board of Directors believes leadership is the key to the Company's success, now and in the future.
Visteon's Leadership Principles | |
Lead from the front •Empowering their teams to create exceptional customer value •Being on the field and off the sidelines •Solving problems holistically •Demonstrating that the best decisions are those made by critically thinking problems all the way through •Doing what they say, and saying what they do | Build strong teams •Ensuring that every employee plays to their strengths and full potential •Giving employees a voice through opportunities for debate and ideation •Collaborating across boundaries to reduce unproductive friction and build bridges •Taking seriously their role in attracting and growing key talent |
Inspire change •Having a compelling vision backed up by plausible strategies and plans •Pursuing disruptive innovation and bringing others along with them •Communicating with authenticity and factual insights •Generating optimism about what’s possible •Being humble, real and open to feedback | Lead the market •Knowing the industry (its products, competitors, and trends) inside and out •Translating market and customer trends into business opportunities •Demonstrating the courage to ask tough and provoking questions that could change the game •Embracing a growth mindset to continuously anticipate and adapt to what’s next |
2026 Proxy Statement | Visteon Corporation | 21 |
Table of Contents | Executive Compensation |
Executive Summary
Visteon is a global leader in automotive cockpit electronics, pioneering the software-defined future of mobility through innovative
technology solutions. Our comprehensive portfolio spans digital cockpit innovations, advanced displays, AI-enhanced software
solutions, and integrated EV architecture solutions. With expertise across passenger vehicles, commercial transportation, and two-
wheelers, Visteon partners with global OEMs to create safer, cleaner, and more connected journeys.
2025 Company Performance
Visteon continued to focus on execution throughout 2025, building a foundation of sustainable growth, margin expansion, and cash
flow generation.
Highlights of key actions and 2025 financial and strategic achievements include:
•Sales of $3,768 million, Adjusted EBITDA(1) of $492 million, and Adjusted Free Cash Flow(1) of $292 million;
•Delivered 2% growth over market, driven by new product launches, strong performance in displays, and disciplined
commercial execution, partially offset by continued market weakness in China and lower demand for battery management
systems;
•Secured $7.4 billion in new business wins, including $3.6 billion of display wins across 17 OEM customers and $1.1 billion in
two-wheeler and commercial vehicle applications;
•Secured two SmartCore™ high-performance computing (“HPC”) program awards and launched 86 total new products,
reinforcing Visteon’s position as a leader in cockpit electronics;
•Launched 18 new display products, continuing to feature Visteon’s next-generation technology on key customer platforms;
•Returned approximately $70 million to shareholders through share repurchases and dividends, while completing a second
strategic engineering services acquisition, reflecting a balanced approach to capital efficiency.
(1)This CD&A contains references to the Company’s adjusted EBITDA and adjusted free cash flow, which have not been calculated in accordance with generally
accepted accounting principles (“GAAP”) and are also referred to as non-GAAP supplemental financial measures. See Appendix B to this Proxy Statement for
reconciliations of the Company’s adjusted free cash flow with the Company’s cash provided by operating activities (the most directly comparable GAAP financial
measure) and the Company’s adjusted EBITDA to net income (loss) (the most directly comparable GAAP financial measure), as well as other important
disclosures regarding non-GAAP financial measures, including how such measures are calculated from the Company’s audited financial statements.
Strategic Priorities
The Company has laid out the following strategic priorities:
TECHNOLOGY INNOVATION: The Company is a global leader in automotive technology, with a strong position at the center of
the industry’s shift toward next-generation in-vehicle experiences. As cars become more digital, connected, intelligent, and voice-
enabled, Visteon’s broad portfolio spanning digital interior platforms and electrification electronics enables the Company to support
and help shape these macro trends.
LONG-TERM GROWTH: The Company has continued to win business at a rate that exceeds current sales levels by
demonstrating product quality, technical and development capability, new product innovation, reliability, timeliness, product design,
manufacturing capability, and flexibility, as well as overall customer service.
ENHANCE SHAREHOLDER RETURNS WHILE MAINTAINING A STRONG BALANCE SHEET: The Company continues to
maintain a strong balance sheet to withstand near-term industry volatility and support a balanced capital allocation framework. The
Company is primarily focused on allocating capital to high-returning organic initiatives that increase internal capabilities, pursuing
attractive inorganic opportunities, and returning capital to shareholders. In March 2023, the Company announced a $300 million
share repurchase program maturing at the end of 2026. The Company has repurchased $226 million of Company common stock
under this program. During the year ended December 31, 2025, the Company paid a total of $15 million of quarterly cash
dividends. During the year ended December 31, 2025, Visteon paid a net cash outlay of $50 million on inorganic growth to acquire
a user experience electronics engineering consulting and consumer research company.
22 | Visteon Corporation | 2026 Proxy Statement |
Executive Compensation | Table of Contents |
Pay for Performance Focus
The majority of the target compensation opportunity for each NEO is performance-based with the amounts realized, if any, based
on our financial results and stock price performance. In 2025, a significant majority (91% of the CEO’s target compensation and
76% of the average target compensation of our other NEOs) was provided through performance-based annual and long-term
incentive award opportunities.
2025 CEO Target Pay Mix
2025 Other NEOs Target Pay Mix
n Base Salary | n Annual Incentive | n Long-Term Incentive | n Variable (At Risk) |
OUR 2025 PERFORMANCE RESULTS ARE REFLECTED IN 2025 TOTAL DIRECT COMPENSATION
The 2025 compensation for our NEOs is commensurate with the Company’s 2025 performance and the goals established under
our executive compensation program. The mix of award types and incentive plan performance measures were selected to align
with our business strategy, talent needs and market practices. Actual pay to be realized by the executive officers was based
primarily on the Company’s financial and stock price performance results. A majority of pay was based on at-risk elements, given
our focus on performance-based pay elements (annual and long-term incentives).
The chart below shows the cash versus equity components of target compensation for 2023-2025 which was awarded to our CEO
as compared to compensation received or projected to be received as of December 31, 2025 using the Company's stock price as
of that date. The Company’s total shareholder return (“TSR”) for the same period was -27%. Short-term incentives were funded at
115% for 2023, and 145% for 2024 and 2025, respectively.
The relationship between target and realizable compensation is
attributable to several factors:
•Annual Incentive actual payouts relative to target levels;
•The difference between the grant-based value of
Performance Stock Unit ("PSU") awards and the relative
performance as of December 31, 2025; and
•The value of Restricted Stock Unit ("RSU") awards at the
grant date as compared to the value as of December 31,
2025.
These factors, which resulted in realizable compensation for
the 2023-2025 period lower than the target compensation by
approximately 32% while TSR decreased by 27%, reinforces
the performance orientation of our program and the alignment
of interests between our executives and our shareholders.
3-Year Aggregate Target Pay vs. Realizable Pay: CEO
3-Year TSR: -26.9%
$40,606
31.8%
decrease
$27,702
 | Cash |  | Equity |
2026 Proxy Statement | Visteon Corporation | 23 |
Table of Contents | Executive Compensation |
SHORT-TERM INCENTIVE COMPENSATION
The 2025 Annual Incentive (“AI”) program was designed to provide flexibility for the Committee to exercise its informed judgement
to assess Management’s performance in light of the extremely challenging external environment. The Committee maintained the
same basic AI structure and metrics as 2024. In February of 2025, the Committee approved the AI program which considers
adjustments to 2025 Adjusted EBITDA and Adjusted Free Cash flow targets based on an agreed list of adjustment categories.
The 2025 AI program paid at 145% of the target based on performance against the financial and MBO metrics. As in prior years,
the Committee also assesses individual performance of the NEOs and determined the actual payouts based on their contributions
in 2025.
LONG-TERM INCENTIVE COMPENSATION AWARDS
All NEOs received annual Long-Term Incentive (“LTI”) awards in March 2025 which included performance stock units (“PSUs”) and
restricted stock units (“RSUs”).
PSUs granted to NEOs in 2023-2024 were based on a performance metric of relative total shareholder return over a three year
period. The 2025 PSUs incorporate two equally weighted measures: return on invested capital (ROIC) (50% weighting) and relative
total shareholder return (rTSR) (50% weighting).The awards feature a single, three-year performance period. The table below
shows the PSUs granted over the last three years and their actual or estimated performance through December 31, 2025. The
PSUs granted in 2023 were vested in the first quarter of 2026.
Year Granted | Applicable NEOs | Performance Period | Metric | Actual or Estimated Weighted Average Payout Percentage |
2025 | All NEOs | Mar 2025-Feb 2028 | Relative TSR and Return on Invested Capital | Estimated: 128.5% |
2024 | All NEOs | Mar 2024-Feb 2027 | Relative TSR | Estimated: 0% |
2023 | All NEOs | Mar 2023-Feb 2026 | Relative TSR | Actual: 0% |
24 | Visteon Corporation | 2026 Proxy Statement |
Executive Compensation | Table of Contents |
2025 Say-on-Pay Advisory Vote Outcome
In 2025, our executive compensation program received favorable support of approximately 89%
of votes cast by our stockholders, continuing our strong average support over the prior three
years of 95% (2023-2025). Management and the Committee reviewed this result and believe it to
be a strong indication of support for the Company’s executive compensation program and
alignment of the program with stockholder interests. We value stockholder feedback and
throughout 2025 were actively engaged with our stockholders. During 2025, these discussions
reinforced broad support for our current compensation program, while also providing constructive
insights regarding the long-term incentive design. As detailed throughout this Compensation
Discussion & Analysis, we believe the officer compensation program is strongly aligned with
shareholder value creation, and that it reflects solid corporate governance practices.
89% Support received from stockholders for our 2025 say-on-pay proposal |
Executive Compensation Program Design and Governance Practices
Our executive compensation program is designed to provide strong alignment between executive pay, stockholder interests, and
company performance, and incorporates best practices. Here are some of the compensation practices we follow and those we avoid.
What We Do |  | The Organization and Compensation Committee of the Board of Directors approves all aspects of executive officer pay | ||
| Target pay levels to be, on average, within a competitive range of the median of comparable companies, considering an individual’s responsibilities, business impact, performance and other factors | |||
| Provide the majority of pay through performance-based annual and long-term incentive programs | |||
| Balance short- and long-term incentives using multiple performance metrics, covering individual, financial and total shareholder return performance | |||
| Cap incentive awards that are based on performance goals | |||
| Have “double trigger” (qualifying termination of employment following a change in control) requirements for NEO severance payments and/or equity acceleration for all of the NEOs’ outstanding awards | |||
| Maintain guidelines for robust stock ownership by our NEOs to ensure ongoing and meaningful alignment with shareholders | |||
| Have a compensation recoupment (“clawback”) policy for executive officers covering incentive-based compensation (both cash and equity) in the event of a financial restatement | |||
| Prohibit hedging transactions, purchasing the Company’s common stock on margin or pledging such shares | |||
| Review key elements of the officer pay program annually, as conducted by the Committee, which also considers our business and talent needs, and market trends | |||
| Use an independent compensation consultant to evaluate our executive compensation program relative to our peers, and outside legal counsel to draft our executive compensation plans and award agreements | |||
What We Don't Do |  | Do not provide excise tax gross-ups | ||
| Do not have compensation practices that encourage unnecessary and excessive risk taking | |||
| Do not reprice options, reload, exchange or grant stock options or stock appreciation rights below market value without shareholder approval | |||
| Do not provide dividends or dividend equivalents on unearned PSUs unless and until the underlying PSU vests (and if such PSUs are forfeited, no dividend equivalents are paid out) | |||
| Do not provide car allowances, club memberships or similar perquisites | |||
2026 Proxy Statement | Visteon Corporation | 25 |
Table of Contents | Executive Compensation |
What We Heard & How We Responded
We value the views and feedback of our stockholders. This input is essential to how we set our strategy and refine our executive
compensation program. Following a thorough review of our executive pay programs against market practices, and considering the
input of our stockholders, the Organization and Compensation Committee approved the incorporation of a second metric, Return
on Invested Capital (ROIC), into our 2025 PSU program.
Below is a summary of the material executive compensation feedback we received through stockholder engagement and the
resulting changes to our 2025 executive compensation programs. The summary does not purport to be an exhaustive list of all the
feedback received, and it does not include feedback on matters other than executive compensation.
What We Heard
How We Responded
The use of a single performance metric under the LTI
plan may only reflect a narrow view of Company
results. Our proxy advisory firms, indicated a
preference for LTI programs that incorporate multiple,
distinct metrics to provide a fuller, more comprehensive
view of overall performance, financial efficiency, and
market results.
Introduced a second performance metric to the 2025
PSU design to ensure a more balanced and robust
assessment of long-term performance. Beginning with
the 2025 PSU grants, transitioned from a single-
metric design to a dual-metric framework, balancing
Relative Total Shareholder Return (rTSR) with Return
on Invested Capital (ROIC) each weighing 50%.
See - "Changes detailed under 2025 LONG-TERM
INCENTIVE GRANTS on page 29"
Executive Compensation Program Administration
The Committee is primarily responsible for administering the Company’s executive compensation program. The Committee reviews
and approves all elements of the executive compensation program that cover the NEOs. In fulfilling its responsibilities, the
Committee is assisted by an independent compensation consultant and considers recommendations from Senior Management.
The primary roles of each party are summarized below.
Party: | Primary Roles: |
Organization and Compensation Committee (composed solely of independent directors) | •Oversee all aspects of the executive compensation program •Approve officer compensation levels, incentive plan performance goals and award payouts •Approve specific performance goals and objectives, as well as corresponding compensation for the CEO •Ensure the executive compensation program best achieves the Company’s objectives, considering the business strategy, talent needs and market trends |
Senior Management (CEO, CFO and CPO) | •Make recommendations regarding the potential structure of the executive compensation program, including input on key business strategies and objectives •Make recommendations regarding the pay levels of the officer team (excluding the CEO) •Provide any other information requested by the Committee |
Compensation Consultant (FW Cook) | •Advise the Committee on competitive market practices and trends •Provide proxy pay data for our compensation peer group •Present information and benchmarking regarding specific executive compensation matters, as requested by the Committee •Review management proposals and provide recommendations regarding CEO pay •Participate in Committee meetings as requested, including executive sessions of the Committee when management is not present, and communicate with the Committee Chair between meetings |
Additional information about the role and processes of the Committee is presented under “Corporate Governance — Organization
& Compensation Committee.”
26 | Visteon Corporation | 2026 Proxy Statement |
Executive Compensation | Table of Contents |
Executive Compensation Program Philosophy
The primary objectives of the Company’s executive compensation program are to recruit, engage, and retain highly qualified
executives who can enable our long-term success and who will focus on maximizing shareholder value. As such, the Company’s
executive compensation program is structured to:
•Drive the Company’s strategic plans and objectives;
•Create strong alignment of the interests of executives with the creation of shareholder value, particularly as measured by total
shareholder return/stock price appreciation;
•Provide a market-competitive total compensation package customized to fit our business and talent needs; and
•Be cost-effective and straightforward to understand and communicate.
For each element of compensation and in total, the Company generally targets annualized compensation to be within a competitive
range of market median, while also considering an individual’s experience, performance and business impact, as well as our
organizational structure and cost implications. The target compensation mix is set based on position responsibilities, individual
considerations and market competitive practices. The proportion of variable, or “at risk,” compensation, provided through incentive
programs, increases as an employee’s level of responsibility increases commensurate with the position’s impact on the business.
The actual pay earned, if any, for annual and long-term incentives reflects Company and individual performance and will vary
above or below the targeted level.
Market Compensation Practices
As one of the inputs in determining executive compensation each year, the Company reviews industry survey reports and proxy
compensation data regarding market practices. In 2025, the Committee reviewed NEOs base salaries, target annual and long-term
incentive award opportunities, as well as selected pay program design practices. In conducting this review, the Committee selected
the 15 companies listed below whose aggregate profile was comparable to Visteon in terms of industry, size (based on revenue
and market capitalization) and other operations-related metrics as comparators for purposes of determining the range of market
medians with respect to compensation elements (the “Compensation Peer Group”). For 2025, the peer group remained unchanged
from 2024. We believe the Compensation Peer Group represents a reasonable comparator group of direct automotive supplier,
technology peers and other related companies with which we compete for executive talent.
2025 Compensation Comparator Group | |||
American Axle & Manufacturing Holdings, Inc.(1) | Dana Incorporated | LCI Industries | Sensata Technologies Holding PLC |
Ametek, Inc. | Garmin Ltd. | Methode Electronics, Inc. | Spirit AeroSystems Holdings, Inc. |
Ansys, Inc. | Gentex Corporation | Modine Manufacturing Company | Trimble Inc. |
Cooper-Standard Holdings Inc. | Gentherm Inc. | Rockwell Automation, Inc. | |
(1)American Axle & Manufacturing Holdings, Inc. was renamed Dauch Corporation effective January 2026. References herein to the Company by its former name
reflect the applicable reporting period.
2026 Proxy Statement | Visteon Corporation | 27 |
Table of Contents | Executive Compensation |
Executive Compensation Program — Description of Primary Elements
Consistent with our emphasis on aligning pay and performance, the largest portion of the target compensation opportunity is
provided through performance-based annual and long-term incentive programs. Each primary element of the executive
compensation program is described below.
BASE SALARY | ANNUAL INCENTIVE | LONG-TERM INCENTIVE | ||
Fixed cash compensation based on the market-competitive value of the skills and knowledge required for each role. Reviewed and adjusted when appropriate to maintain market competitiveness. Increases are not automatic or guaranteed. | Designed to reward results of the prior year. Annual cash incentives are based on: •Company financial metrics chosen to drive our growth strategy •Strategic company objectives •Individual performance | Forward-looking equity awards intended to motivate and reward potential to drive future growth and align the interests of employees and shareholders. Grants awarded in the form of Performance and Restricted Stock Units. |
TARGET COMPENSATION CHANGES FOR 2025
In February 2025, the Committee reviewed the competitive market data for each NEO and approved increases to be more closely
aligned with the market. The actual salaries and annual incentives paid and long-term incentives granted to each NEO for 2025 are
presented in the “Summary Compensation Table.”
Target compensation for each NEO as of December 31, 2025 and 2024 is shown below.
2025 | Base Salary ($) | Annual Incentive ($) | Long-Term Incentive ($) | Total ($) | |
Sachin S. Lawande | 1,150,000 | 1,725,000 | 10,000,000 | 12,875,000 | |
Jerome J. Rouquet | 590,700 | 470,250 | 1,900,000 | 2,960,950 | |
Brett D. Pynnonen | 500,000 | 350,000 | 1,050,000 | 1,900,000 | |
Robert R. Vallance | 442,900 | 290,000 | 900,000 | 1,632,900 | |
Kristin E. Trecker | 429,900 | 280,250 | 890,000 | 1,600,150 | |
2024 | Base Salary ($) | Annual Incentive ($) | Long-Term Incentive ($) | Total ($) | |
Sachin S. Lawande | 1,150,000 | 1,725,000 | 8,850,000 | 11,725,000 | |
Jerome J. Rouquet | 590,700 | 470,250 | 1,520,000 | 2,580,950 | |
Brett D. Pynnonen | 487,600 | 318,250 | 733,600 | 1,539,450 | |
Robert R. Vallance | 442,900 | 290,000 | 700,000 | 1,432,900 | |
Kristin E. Trecker | 429,900 | 280,250 | 700,000 | 1,410,150 |
ANNUAL INCENTIVE AWARDS
The Company’s Annual Incentive program provides employees the opportunity to earn during their tenure an annual cash bonus
based on specified individual, financial, operational and/or strategic performance-based goals. This program is designed to
motivate executives to achieve key short-term financial and operational goals of the Company. The target incentive opportunities
are set by the Committee after considering the potential impact on the business of each role, the relationships among the roles and
market competitive levels for the positions. Actual awards earned can range from 0% to 200% of target based on the performance
of the Company (considering both financial and non-financial performance) and the individual.
On February 5, 2025, the Committee approved the 2025 AI program with the same structure and metrics as 2024; Adjusted EBITDA
(40% weighting), Adjusted Free Cash Flow (30% weighting) and MBOs (30% weighting). The 2025 AI program was designed to provide
flexibility for the Committee to exercise its informed judgement to assess Management's performance in light of the challenging external
environment. Any adjustments to the financial results for the 2025 AI were to be based upon a list of agreed upon adjustment categories.
28 | Visteon Corporation | 2026 Proxy Statement |
Executive Compensation | Table of Contents |
In addition to the financial metrics, MBOs were developed to provide the Committee with a vehicle to holistically assess overall
performance on goals that strengthen the Company’s capabilities over the longer-term in the midst of a challenging business environment.
Management Business Objectives | |||||
New Business Wins | New Technology Development | Organization Effectiveness | |||
Product Quality and Failure Analysis | Social & Environmental Sustainability | ||||
At the conclusion of 2025, the Committee approved the performance on the financial metrics without any adjustments which
resulted in target payout for Adjusted EBITDA and 200% on Adjusted Free Cash Flow metrics.
Specific threshold, target, and maximum goals for the 2025 Adjusted EBITDA and Adjusted Free Cash Flow (“FCF”) metrics for
annual incentive, as well as the percentage of the target award earned are set forth below.
2025 Threshold | 2025 Target | 2025 Maximum | Actual Performance | Committee Assessed Performance | Weighted % Earned | |||
Measure for Annual Incentive program ($ in millions) | 25% of Target Payout | 100% of Target Payout | 200% of Target Payout | |||||
Adjusted EBITDA(1) | $372 | $437 - $493 | $581 | $492 | $492 | 40% | ||
Adjusted Free Cash Flow(2) | $133 | $171 - $209 | $247 | $309 | $309 | 60% |
(1)The Company defines adjusted EBITDA as net income attributable to the Company, adjusted to eliminate the impact of depreciation and amortization, restructuring
and impairment expense, net interest expense, loss on divestiture, equity in net income of non-consolidated affiliates, gain on non-consolidated affiliate
transactions, provision for income taxes, discontinued operations, net income attributable to non-controlling interests, non-cash stock-based compensation
expense, and other gains and losses not reflective of the Company’s ongoing operations.
(2)The Company defines adjusted free cash flow as cash flow provided from operating activities less capital expenditures, as further adjusted for restructuring and
transformation-related payments. The adjusted free cash flow target and results for purposes of this Annual Incentive program was further adjusted to exclude U.S.
pension contributions.
Following the conclusion of 2025, the Committee assessed the Company’s performance against the pre-established MBOs and
determined that it had exceeded the target on the basket of MBOs, resulting in a payout of 150% on the MBO portion (30%
weighting) of the annual incentive program. This, combined with the results on the Adjusted EBITDA and Adjusted FCF pillar of the
program, resulted in the funding of incentive awards at 145% of target.
As a result, 2025 annual incentive awards were paid at 145% of target for Messrs. Lawande, Rouquet, Pynnonen, Vallance and
Ms. Trecker as shown in the table below. The payouts for the executives reflect their leadership and contributions to our 2025
performance. The amounts paid to the NEOs are also set forth in the “Summary Compensation Table” under the column “Non-
Equity Incentive Plan Compensation.”
2025 Annual Incentive | Target ($) | Company Performance Factor (%) | Individual Performance Factor (%) | Amount Earned ($) | |
Sachin S. Lawande | 1,725,000 | 145% | 100% | 2,501,250 | |
Jerome J. Rouquet | 470,250 | 145% | 100% | 681,863 | |
Brett D. Pynnonen | 350,000 | 145% | 100% | 507,500 | |
Robert R. Vallance | 290,000 | 145% | 100% | 420,500 | |
Kristin E. Trecker | 280,250 | 145% | 100% | 406,363 |
ANNUAL INCENTIVE PROGRAM FOR 2026
The 2026 AI program includes the same structure and metrics as the 2025 AI program. In addition to the financial metrics, MBOs
were developed to provide the Committee with a vehicle to holistically assess overall performance on goals that strengthen the
Company’s capabilities over the longer-term.
2026 Proxy Statement | Visteon Corporation | 29 |
Table of Contents | Executive Compensation |
2025 LONG-TERM INCENTIVE GRANTS
On March 1, 2025, all of the NEOs received regular long-term incentive grants with targeted grant date values as follows:
Mr. Lawande ($10,000,000), Mr. Rouquet ($1,900,000), Mr. Pynnonen ($1,050,000), Mr. Vallance ($900,000), and Ms. Trecker
($890,000). The LTI grant mix consisted of PSUs and RSUs, as described below.
Award Type and Weighting | Primary Role | Design Features | ||
Performance Stock Units (60% of the total LTI value) | Reward the achievement of Relative Total Shareholder Return (rTSR) measured against 17 automotive industry peers and Return on Invested Capital (ROIC), with each metric weighted at 50%. Performance is measured over a three-year period from 2025 through 2028 | •PSUs provide executives with the opportunity to earn shares of the Company’s stock based on two equally weighted measures: •Relative Total Shareholder Return (rTSR) (50% weighting): This metric will evaluate the Company's Total Shareholder Return (TSR) in comparison to a pre-defined peer group, reflecting our market performance and competitive positioning •Return on Invested Capital (ROIC) (50% weighting): This metric will assess the Company's proficiency in generating profits from its invested capital, emphasizing operational efficiency and strategic capital allocation •ROIC is calculated by dividing the Company’s net operating profit (“NOPAT”) (as defined below) by Invested Capital (as defined below), expressed as a percentage. ROIC = Net Operating Profit (NOPAT) ÷ Invested Capital •"NOPAT" means the Company's Adjusted EBITDA, reduced by depreciation and amortization ("D&A"), resulting in an Adjusted EBIT, then multiplied by (1 minus the Effective Tax Rate ("ETR")), with ETR normalized for changes in the valuation allowance NOPAT = (Adjusted EBITDA − D&A) × (1 − ETR) Illustrative Example: (In millions) Adjusted EBITDA $200 Less: Depreciation & Amortization ($40) Adjusted EBIT $160 Multiplied by: (1 − ETR) × 0.75 NOPAT $120 In this example, ETR is assumed to be 25%, normalized for changes in the valuation allowance. •The term “Invested capital” means the average amount of shareholders equity and long- term debt from the Company's balance sheet minus cash. For these purposes, equity excludes changes in unfunded pension balance and valuation allowance •For purposes of the ROIC calculation, Adjusted EBITDA is defined consistently with the definition used for our Annual Incentive awards, as described on page 27 of this Proxy Statement •The awards have a single, three-year performance period with the earned awards paid at the end of the three- year cycle (paid in early 2028) subject to achievement of rTSR and ROIC metric •If the Company’s absolute TSR is negative during the performance period, the payout for the rTSR portion of the award is capped at 100% of target, unless relative TSR is at or above the 75th percentile of the peer group, at which time the cap would become 150% •Awards can be earned up to 200% of the target award opportunity based on the Company’s TSR performance percentile ranking within the comparator group (Visteon plus the 17 TSR peer companies) and ROIC performance •Relative TSR Metric: Provides a 50% payout at the 25th percentile (Threshold), a 100% payout at the 55th percentile (Target), and a 200% payout at or above the 75th percentile (Maximum).No award is earned under the relative TSR metric if Visteon’s performance is below the 25th percentile •ROIC Metric: Provides a 50% payout at 80% of target achievement (Threshold), a 100% payout at 100% of target achievement (Target), and a 200% payout at or above 120% of target achievement (Maximum). No award is earned under the ROIC metric if Visteon’s performance is below the 80% achievement level •Final award payouts are based on the weighted achievement of the rTSR and ROIC metrics. For performance falling between the defined threshold, target, and maximum levels, the payout is determined by interpolation •TSR is calculated using the 20-trading day average closing price at the start and end of the performance period, adjusted for dividends | ||
Restricted Stock Units (40% of the total LTI value) | Facilitate retention and provide an ownership stake | •Vest one-third per year beginning one year after the date of grant | ||
30 | Visteon Corporation | 2026 Proxy Statement |
Executive Compensation | Table of Contents |
RELATIVE TSR PEER GROUP (17 COMPANIES)
The TSR Peer Group companies listed below differ from the Compensation Peer Group previously discussed. Companies with
which we compete for talent are more technology-based, whereas the companies with which we compete for investor dollars are
more automotive-based with lower margins.
2025-2028 Performance Stock Units Relative TSR Peer Group | ||
Adient plc | Cooper-Standard Holdings Inc. | LCI Industries |
American Axle & Manufacturing Holdings, Inc.(1) | Dana Incorporated | Lear Corporation |
Aptiv PLC | Denso Corporation | Magna International, Inc. |
Autoliv, Inc. | Forvia SE | Modine Manufacturing Company |
BorgWarner Inc. | Gentex Corporation | Valeo SE |
Continental Aktiengesellschaft | Gentherm Incorporated | |
(1)American Axle & Manufacturing Holdings, Inc. was renamed Dauch Corporation effective January 2026. References herein to the Company by its former name
reflect the applicable reporting period.
LONG -TERM INCENTIVE PROGRAM FOR 2026
The Company’s LTI program is designed to reward executives for the achievement of specified multi-year goals that are linked to
the Company’s long-term financial performance, align the delivery of incentive value with increases in the Company’s stock price
and retain key employees. Typically, awards are granted each year with a vesting or performance period of three years; however,
in some situations, such as the recruitment of new executives or to focus on objectives with a different duration, the Company may
use a shorter or longer period. The annualized total targeted long-term incentive award opportunity is determined by considering
market data, organization level and/or impact of the position on the Company’s performance.
The design of the 2026 Long-Term Incentive (LTI) program remains consistent with the 2025 LTI program framework, utilizing the
same vehicle mix and performance metrics: Relative Total Shareholder Return (rTSR) and Return on Invested Capital (ROIC) to
ensure continued alignment with shareholder interests. This ensures a balanced focus on both financial efficiency and market
performance. The final PSU payout will be determined by the combined performance achievement across both ROIC and rTSR
over the designated performance period.
Other Compensation Elements
STOCK OWNERSHIP GUIDELINES
Visteon has adopted stock ownership guidelines for executives of the Company at or above Senior Vice President, which includes
all NEOs. The goal for these executives is to own common stock worth three-to-six times their salary. Effective January 1, 2018, the
Committee implemented a retention requirement until the multiple of salary threshold is met. All executives subject to the stock
ownership guidelines must retain 50% of net shares which vest from RSUs and PSUs and 50% of the shares remaining after the
payment of option exercise prices and any taxes owed. The value of actual shares owned and unvested RSUs are used to
determine whether the guidelines have been met; unexercised stock options and PSUs are not included. As of December 31, 2025
each of our named executive officers had satisfied the stock ownership guidelines. The stock ownership guidelines are six times
(6x) base salary for the Chief Executive Officer and three times (3x) base salary for the Executive and Senior Vice Presidents.
PRIVATE AIRCRAFT AND EXECUTIVE SECURITY
The Company permits use of commercially available private air transportation services for personal and business travel, and
provides the benefit of various personal health and safety protections including security personnel at certain locations when
deemed appropriate for all NEOs. There is no tax “gross-up” for personal use of such aircraft and all use requires advance
approval by one of the following: Chairman of the Board or Chairman of the Compensation or Audit Committees of the Board.
There was no personal use of commercially available private air transportation services by NEOs during 2025.
2026 Proxy Statement | Visteon Corporation | 31 |
Table of Contents | Executive Compensation |
RETIREMENT BENEFITS OVERVIEW
During their tenure, NEOs participate in the Company’s tax-qualified retirement and savings plans on the same basis as other
similarly situated employees. The Company has periodically made changes to the type of retirement plans and to the level of
benefits provided under such plans, based on an assessment of the Company’s business and talent needs, costs, market
practices, and other factors. Effective December 31, 2011, the U.S. defined benefit pension plan was frozen for all participants.
Since all NEOs were hired after this date, therefore no NEOs have a defined benefit pension. All of the NEOs participate in U.S.-
based plans.
NEOs and most U.S. salaried employees are entitled during their tenure to participate in the Visteon Investment Plan (VIP),
Visteon’s 401(k) investment and savings plan. The Company matches 100% of the employee’s eligible contributions up to 6% of
eligible pay (subject to IRS limits). Amounts deferred for each NEO are reflected in the “Salary” column of the “Summary
Compensation Table.”
Visteon also maintains a Savings Parity Plan (SPP), which provides eligible U.S. participants during their tenure with company
contributions of 6% of eligible pay that are restricted due to IRS limits under the broad-based, tax-qualified 401(k) plan. The
Company’s Supplemental Executive Retirement Plan (SERP) provides eligible U.S. participants during their tenure with annual
company contributions of 6% (Vice Presidents), 9% (Executive and Senior Vice Presidents), or 14.5% (CEO) of pay in place of the
prior defined benefit formulas in the plan for service after January 1, 2012. Effective October 18, 2023, the SERP was closed to
new entrants. Company contributions to these plans on behalf of the NEOs are included in the “All Other Compensation” column of
the “Summary Compensation Table.”
Additional details about the Company’s retirement plans are presented later, under “Retirement Benefits.”
Severance and Change in Control Benefits
The Company has entered into change in control agreements with all of its executive officers (Mr. Lawande’s change in control
benefits are included in his employment agreement rather than in a stand-alone change in control agreement), including the NEOs.
These change in control agreements provide certain benefits if a qualifying termination occurs following a change in control of the
Company, as defined by the agreements. For the NEOs, and subject to the terms of the change in control agreements (or for
Mr. Lawande, his employment agreement), change in control cash severance benefits are provided during their tenure as a 1.5
(SVPs) or 2.0 (CEO) multiple of the sum of the executive’s annual base salary and target annual incentive. In addition, and
pursuant to their terms, the agreements provide for other severance benefits, such as the continuation of medical benefits and
outplacement assistance. The agreements have a “double trigger” provision, which would require that the executive’s employment
terminate without “cause” or for “good reason” following a change in control, in each case, as defined in the agreements, in order to
receive benefits under the agreements. No excise tax gross-up provisions are contained in the change in control severance
arrangements or in Mr. Lawande’s employment agreement.
Upon the involuntary termination of employment by the Company (other than for specified reasons, including disability, availability
of other severance benefits, and inappropriate conduct), executive officers are entitled to severance benefits under the Visteon
Executive Severance Plan, which was last revised effective January 1, 2021 (Mr. Lawande’s severance benefits are included in his
employment agreement rather than such Severance Plan). Subject to the terms of the Severance Plan, a specific and consistent
level of severance benefits are provided with a cash severance payment of 1.5 (SVPs and CEO) multiplied by the sum of an
executive’s annual base salary and target annual incentive. Subject to the terms of the severance plan, executives would also be
entitled to the reimbursement of medical coverage premiums under COBRA for up to 18 months following termination, the provision
of outplacement services for up to 12 months, and the payment of a pro-rated portion of any outstanding annual incentive based on
actual company performance during the performance period.
The severance plan and change in control agreements provide that outstanding stock-based awards vest only in accordance with
the applicable terms and conditions of such awards. Additional details about the change in control agreements, the severance plan,
the terms and conditions of awards, and the estimated value of these potential payouts are included in the “Potential Payments
Upon Termination” section. The terms of Mr. Lawande’s compensation package, including potential severance and change in
control benefits, are detailed in his employment agreements. See “Employment Agreement with Mr. Lawande” for additional details
regarding such agreements.
32 | Visteon Corporation | 2026 Proxy Statement |
Executive Compensation | Table of Contents |
Executive Compensation Policies
Company does not take material nonpublic information into account when determining the timing or terms of these awards, and the
Company does not time the disclosure of material nonpublic information for the purposes of affecting the value of executive
options and stock appreciation rights is the closing price on the grant date. Stock price is not a factor in selecting the timing of
equity-based awards.
Securities Trading and Anti-Hedging/Anti-Pledging Policy. The Company maintains a Policy Regarding Purchases and Sales
available at https://www.visteon.com/company/policies-compliance/, is intended not only to forbid such persons from trading in
Company stock, and in some circumstances, securities of other corporations or business entities on the basis of inside information,
but to avoid even the appearance of improper conduct on the part of such persons. In addition to the specific restrictions set forth in
the policy, the policy requires that all transactions in Company stock by directors, executive officers and by others in their
households be pre-cleared by the Chief Legal Officer. The only exceptions to the pre-clearance requirement are 10b5-1 trading
plans that have been previously approved by the Chief Legal Officer and regular, ongoing acquisition of Company stock resulting
from continued participation in employee benefit plans that the Company or its agents may administer. The Company also
considers it inappropriate for any director, officer or other employee to enter into speculative transactions in the Company’s stock.
Directors, officers and other employees are prohibited from engaging in the purchase or sale of puts, calls, options or other
derivative securities based on the Company’s stock. The Company has a policy prohibiting all hedging or monetization
transactions, such as forward sale contracts, in which the stockholder continues to own the underlying security without all the risks
or rewards of ownership. Finally, directors, officers and other employees may not purchase the Company’s stock on margin or
borrow against any account in which our securities are held. It is also the policy of the Company to comply with all applicable
securities laws when transacting in its own securities.
Pay Clawbacks. In April 2013, the Company adopted a compensation recovery policy, which requires each executive officer of the
Company to repay or forfeit a portion or all of any annual incentive, PSUs or other performance-based compensation granted to
him or her on or after September 29, 2012, if :
•The payment, grant or vesting of such compensation was based on the achievement of financial results that were
subsequently the subject of a restatement of the Company’s financial statements filed with the Securities and Exchange
Commission;
•The amount of the compensation that would have been received by the executive officer, had the financial results been
properly reported, would have been lower than the amount actually received;
Effective June 8, 2023, the policy was amended and restated to comply with the new Nasdaq listing standards that implement the
new SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and applies to our executive officers (as
defined in applicable SEC rules). This policy applies to all incentive-based compensation (as defined in the new SEC rules), which
means any compensation that is granted, earned, or vested (including, without limitation, any annual cash bonus, incentive plan
awards, performance stock units, restricted stock awards, or other performance-based compensation), which compensation is
based wholly or in part upon the attainment of any financial reporting measure, including financial measures contained in the
Company’s financial statements (including, for the avoidance of doubt, the Company’s stock price or any total shareholder return
measure), and any measure derived in whole or in part from such financial measures. Incentive-Based Compensation will be
deemed to have been “Received” in the Company’s fiscal period during which the financial reporting measure specified in or
otherwise relating to the Incentive-Based Compensation award was attained, regardless of when the payment, grant or vesting
occurs. In the event of an Accounting Restatement, any Recoverable Amount of any Incentive-Based Compensation Received
during the applicable Look-Back Period (a) that is then-outstanding but has not yet been paid shall be automatically and
immediately forfeited and (b) that has been paid to any person shall be subject to reasonably prompt repayment to the applicable
member of the Company Group to the fullest extent permitted by applicable law and as directed by the Board. A copy of the policy
is filed as an exhibit to the Annual Report on Form 10-K which is available on our website https://investors.visteon.com/sec-filings.
2026 Proxy Statement | Visteon Corporation | 33 |
Table of Contents | Executive Compensation |
Tax Deductibility of Executive Compensation. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”),
generally limits the Company’s federal income tax deduction to $1 million per year for compensation to its CEO and certain other
highly compensated executive officers (and beginning for 2018, certain former executive officers). While it has been our policy to
consider the impact of Section 162(m)’s deductibility limits when developing and implementing our executive compensation
program, we also believe that it is important to preserve flexibility in administering compensation programs in a manner designed to
promote varying business and talent goals. Accordingly, we have not adopted a policy that all compensation must qualify as
deductible under Section 162(m). In this regard, our Committee may determine in any year that it would be in our best interest for
awards to be paid under stock incentive plans, or for other compensation to be paid, that is not fully deductibility under Section
162(m) if the Committee believes that such compensation will best attract, retain, and reward executives and contribute to our
business objectives.
Statement Regarding Compensation Risk Assessment
Visteon annually conducts a risk assessment and believes that its compensation programs, policies and practices do not create
risks that are reasonably likely to have a material adverse effect on the Company. Specifically, as detailed previously, Visteon
maintains a market competitive, balanced executive compensation program with varying incentive award types, performance
metrics, performance/vesting periods and includes governance features that mitigate potential risk (including Committee oversight,
maximum potential payouts are set under incentive plans, stock ownership guidelines and a pay clawback policy).
Compensation Committee Report
The Committee oversees Visteon’s programs for compensating executive officers and other key management employees, including
the administration of the Company’s equity-based compensation plans and approves the salaries, bonuses and other awards to
executive officers. The Committee has reviewed and discussed the Compensation Discussion and Analysis with Visteon
management, and based on such review and discussion, the Committee has recommended to the Board of Directors that the
Compensation Discussion and Analysis so stated be included in this Proxy Statement.
ORGANIZATION AND COMPENSATION COMMITTEE
•David L. Treadwell (Chairman)
•Jeffrey D. Jones
•Joanne M. Maguire
•Marjorie T. Sennett
34 | Visteon Corporation | 2026 Proxy Statement |
Executive Compensation | Table of Contents |
Summary Compensation Table
The following table summarizes the compensation that was earned by, or paid or awarded to the NEOs, as required to be disclosed
by SEC rules.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Options Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | |
Sachin S. Lawande Director, President and Chief Executive Officer(5) | 2025 | 1,150,001 | — | 12,360,638 | — | 2,501,250 | — | 767,922 | 16,779,811 | |
2024 | 1,141,250 | 10,192,050 | 2,501,250 | — | 581,333 | 14,415,883 | ||||
2023 | 1,101,250 | — | 9,794,540 | — | 1,602,813 | — | 651,887 | 13,150,490 | ||
Jerome J. Rouquet Senior Vice President and Chief Financial Officer(6) | 2025 | 590,700 | — | 2,348,577 | — | 681,863 | — | 195,639 | 3,816,778 | |
2024 | 586,390 | 1,750,453 | 681,863 | — | 173,181 | 3,191,887 | ||||
2023 | 565,345 | — | 1,860,920 | — | 540,788 | — | 167,773 | 3,134,826 | ||
Brett D. Pynnonen Senior Vice President and Chief Legal Officer(7) | 2025 | 496,901 | — | 1,297,888 | — | 507,500 | — | 146,414 | 2,448,703 | |
2024 | 484,046 | 844,841 | 461,463 | — | 129,745 | 1,920,095 | ||||
2023 | 468,289 | — | 898,147 | — | 365,988 | — | 137,773 | 1,870,197 | ||
Robert R. Vallance Senior Vice President, Product Lines, China and APAC Supplier Strategy(8) | 2025 | 442,899 | — | 1,112,445 | — | 420,500 | — | 155,630 | 2,131,475 | |
2024 | 439,675 | 806,121 | 420,500 | — | 119,062 | 1,785,358 | ||||
2023 | 426,750 | — | 857,070 | — | 333,500 | — | 140,166 | 1,757,486 | ||
Kristin E. Trecker Senior Vice President and Chief People Officer(9) | 2025 | 429,900 | — | 1,100,118 | — | 406,363 | — | 129,018 | 2,065,399 | |
2024 | 426,765 | 806,121 | 406,363 | — | 114,302 | 1,753,551 | ||||
2023 | 407,020 | — | 857,070 | — | 322,288 | — | 116,670 | 1,703,048 | ||
(1)The amounts shown in this column represent the grant date fair values for PSU and RSU awards in 2025, 2024 and 2023. The grant date fair values have been
determined based on the assumptions and methodologies set forth in Note 13 “Stock-Based Compensation” to the consolidated financial statements included in
Item 8 “Financial Statements and Supplementary Data” of the Company's 2025 10-K. Assuming the maximum performance levels are achieved for the NEOs’
PSUs granted in 2025 and based on the grant date share price, the values in the “Stock Awards” column would be $15,999,927 for Mr. Lawande; $3,040,056 for
Mr. Rouquet; $1,680,027 for Mr. Pynnonen; $1,439,986 for Mr. Vallance; and $1,424,029 for Ms. Trecker. These amounts may not reflect the actual value realized
upon vesting or settlement, if any.
(2)For 2025, this column is comprised of the amounts payable to each of the NEOs under the 2025 annual incentive performance program, as further described in the
“Compensation Discussion and Analysis,” above. There were no earnings on non-equity incentive plan compensation earned or paid to the NEOs in or for 2025.
(3)This column reflects an estimate of the aggregate change in actuarial present value of each NEOs' accumulated benefit under all defined benefit pension plans
from the measurement dates for such plans used for financial statement purposes. None of the NEOs received or earned any above-market or preferential
earnings on deferred compensation.
(4)For 2025, this column includes the following benefits paid to, or on behalf of, the NEOs:
•Life insurance premiums paid by the Company on behalf of all the NEOs;
•Company contributions to the Company's 401(k) defined contribution plan, DC SERP, and Savings Parity Plan on behalf of Mr. Lawande ($748,506),
Mr. Rouquet ($190,884), Mr. Pynnonen ($143,755), Mr. Vallance ($129,510) and Ms. Trecker ($125,439);
•Disability insurance premiums paid by the Company on behalf of Mr. Lawande ($13,169) and Mr. Rouquet ($1,337).
(5)Mr. Lawande joined Visteon as Chief Executive Officer and President effective June 29, 2015.
(6)Mr. Rouquet joined Visteon as Senior Vice President, Finance on January 21, 2020 and became Chief Financial Officer on March 1, 2020.
(7)Mr. Pynnonen joined Visteon on March 14, 2016.
(8)Mr. Vallance has been Senior Vice President, Product Lines, China and APAC Supplier Strategy effective January 1,2025 .Prior to that he was Customer Business
Groups, New Technology Product Lines, and General Manager APAC Region since January 2022. Prior to that he was Senior Vice President, Customer Business
Groups since December 2016. He also served as Vice President, Customer Business Groups upon rejoining the Company in July 2014.
(9)Ms. Trecker joined Visteon on May 7, 2018.
2026 Proxy Statement | Visteon Corporation | 35 |
Table of Contents | Executive Compensation |
Employment Agreement with Mr. Lawande
In June 2015, the Company and Mr. Lawande entered into an employment agreement and Mr. Lawande commenced employment
on June 29, 2015. Under the terms of the employment agreement, Mr. Lawande serves as Visteon’s Chief Executive Officer and
President. The employment agreement provided for an initial term of three years, with automatic renewals for successive one-year
periods thereafter (subject to a requirement to provide advance notice of the decision not to renew). Pursuant to the Employment
Agreement, Mr. Lawande received an initial annualized base salary of $1 million, with a target annual cash bonus opportunity of no
less than 100% of his base salary and annual long-term incentive opportunity of $5 million. This agreement was amended and
restated effective February 12, 2018, to extend the term to June 29, 2021. His base salary was established at an annual rate of
$1,030,000 with a target annual cash bonus opportunity of at least 125%. On October 22, 2020, the Company and Mr. Lawande
entered into an Amended and Restated Employment Agreement to extend the term to September 30, 2025. On February 19, 2024
the Company and Mr. Lawande entered into an Amended and Restated Employment Agreement which extends the term to
September 30, 2030. There were no changes made to Mr. Lawande’s base salary or target annual cash bonus opportunity. Mr.
Lawande will be eligible to receive annual awards under the Company’s long-term incentive compensation arrangements.
Mr. Lawande will continue to be entitled to participate in the Company’s standard benefits programs on the same basis as other
senior executives of the Company with the exception that if Mr. Lawande retires in accordance with the standard terms of the
Company’s retirement definition and the Board of Directors, in its sole discretion, concludes that a successor has been hired or
identified by Mr. Lawande to replace him as Chief Executive Officer, the RSU and PSU awards under the applicable long term
incentive programs will continue to vest as if he were employed rather than being prorated.
If Mr. Lawande is terminated without “cause” or his employment is voluntarily terminated for “good reason”, in each case, as
defined under the employment agreement, he will receive (generally subject to a customary release of claims and certain restrictive
covenants) (i) a cash payment equal to 1.5 times the sum of his annual base salary and target bonus, (ii) a pro rata annual bonus
for the year of termination based on corporate achievement levels for the entire year, (iii) up to 18 months of health benefits and
(iv) outplacement services for a period of up to one year in an amount not to exceed $50,000. If, within two years after the
occurrence of a “Change in Control” (as defined in the employment agreement), Mr. Lawande is terminated without cause or his
employment is voluntarily terminated for good reason, he will receive (i) a cash payment equal to 2 times the sum of his annual
base salary and target bonus, (ii) a pro rata portion of the annual bonus awarded to Mr. Lawande for the fiscal year in which the
termination occurs, assuming the achievement at target level, (iii) up to 18 months of life, accident and health insurance benefits,
(iv) accelerated vesting of any benefits under the Company’s 2010 Supplemental Executive Retirement Plan and Savings Parity
Plan or any successor to any such plans or similar plans and payment of benefits under such plans in accordance with their terms
and (v) reimbursement for outplacement services for a period of up to one year in an amount not to exceed $50,000.
The employment agreement includes a clawback provision whereby Mr. Lawande may be required, upon certain triggering events,
to repay all or a portion of his compensation, pursuant to any clawback policy adopted by or applicable to the Company, including
under the Dodd-Frank Wall Street Reform and Consumer Protection Act. The employment agreement also contains confidentiality,
intellectual property and non-disparagement provisions, as well as non-competition and non-solicitation provisions.
Visteon Corporation 2020 Incentive Plan as Amended
The Visteon Corporation 2020 Incentive Plan, as amended, (the “Incentive Plans”) permit grants of stock options, stock
appreciation rights, PSUs, restricted stock, RSUs and other rights relating to our common stock, as well as performance and time-
based cash bonuses. In 2025, the Company implemented an annual incentive cash bonus program and a long-term equity-based
incentive program for eligible employees, including the NEOs. These programs are discussed further under “Compensation
Discussion and Analysis,” above. Except under certain circumstances such as involuntary termination, an executive must be
employed in good standing with the Company at the date of payment to be eligible for a bonus payment. The Committee retains
discretion under the Incentive Plans to modify or adjust any award at any time.
The RSUs awarded under the 2025 long-term incentive program vest ratably over three years from the date of grant and, at the
election of the Company, will be paid in common stock or cash based on the closing price of our common stock on the NASDAQ on
such vesting date. The PSUs awarded under the 2025 long-term incentive program vest on February 29, 2028 based on the
achievement of relative total shareholder return and return on invested capital metrics and will be paid in stock based on the
closing price of our common stock on the NASDAQ on such vesting date or common stock, at the election of the Company.
Holders of RSUs and PSUs (to the extent earned) may receive the same cash dividends or dividend equivalents as other
stockholders owning common stock; provided that no dividends or dividend equivalents will be paid until the RSUs or PSUs vest
(and, if such RSUs or PSUs are forfeited, the holder shall have no right to such dividends or dividend equivalents).
36 | Visteon Corporation | 2026 Proxy Statement |
Executive Compensation | Table of Contents |
Following the initiation of a quarterly cash dividend by the Board of Directors in 2025, the Company’s named executive officers,
Messrs. Lawande, Rouquet, Pynnonen, Vallance, and Ms. Trecker received dividend equivalent units on their outstanding restricted
stock units (RSUs) and performance stock units (PSUs) granted from 2023 through 2025. In accordance with the terms of the 2020
Incentive Plan, as amended, such dividend equivalent units are earned by the executives only to the extent the underlying
restricted stock units or performance stock units vest.
GRANTS OF PLAN-BASED AWARDS IN 2025
The following table summarizes all incentive plan awards that were made to the NEOs during 2025.
Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($ /Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | |||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||
Sachin S. Lawande | ||||||||||||||
Annual Cash Incentive(1) | — | 129,375 | 1,725,000 | 3,450,000 | — | — | — | — | — | — | — | |||
Restricted Stock Units | 3/1/2025 | — | — | — | — | — | — | 46,125 | — | — | 3,999,960 | |||
Performance Stock Units | 3/1/2025 | — | — | — | 34,594 | 69,188 | 138,376 | — | — | — | 8,360,678 | |||
Jerome J. Rouquet | ||||||||||||||
Annual Cash Incentive(1) | — | 35,269 | 470,250 | 940,500 | — | — | — | — | — | — | — | |||
Restricted Stock Units | 3/1/2025 | — | — | — | — | — | — | 8,764 | — | — | 760,014 | |||
Performance Stock Units | 3/1/2025 | — | — | — | 6,573 | 13,146 | 26,292 | — | — | — | 1,588,563 | |||
Brett D. Pynnonen | ||||||||||||||
Annual Cash Incentive(1) | — | 26,250 | 350,000 | 700,000 | — | — | — | — | — | — | — | |||
Restricted Stock Units | 3/1/2025 | — | — | — | — | — | — | 4,843 | — | — | 419,985 | |||
Performance Stock Units | 3/1/2025 | — | — | — | 3,633 | 7,265 | 14,530 | — | — | — | 877,903 | |||
Robert R. Vallance | ||||||||||||||
Annual Cash Incentive(1) | — | 21,750 | 290,000 | 580,000 | — | — | — | — | — | — | — | |||
Restricted Stock Units | 3/1/2025 | — | — | — | — | — | — | 4,151 | — | — | 359,975 | |||
Performance Stock Units | 3/1/2025 | — | — | — | 3,114 | 6,227 | 12,454 | — | — | — | 752,471 | |||
Kristin E. Trecker | ||||||||||||||
Annual Cash Incentive(1) | — | 21,019 | 280,250 | 560,500 | — | — | — | — | — | — | — | |||
Restricted Stock Units | 3/1/2025 | — | — | — | — | — | — | 4,105 | — | — | 355,986 | |||
Performance Stock Units | 3/1/2025 | — | — | — | 3,079 | 6,158 | 12,316 | — | — | — | 744,133 | |||
(1)Represents the performance-based cash bonus opportunity under the 2025 annual incentive program, as further described in the “Compensation Discussion and
Analysis,” above. The amounts actually paid under this program are set forth in the “Non-Equity Incentive Plan Compensation” column of the above “Summary
Compensation Table.”
(2)Represents PSU grants made under the 2025 long-term incentive program, as further described in the “Compensation Discussion and Analysis,” above.
(3)Represents RSUs granted under the 2025 long-term incentive program, as further described in the “Compensation Discussion and Analysis,” above.
(4)A discussion of assumptions used in calculating grant date fair values in accordance with FASB ASC Topic 718 may be found in Note 13 “Stock Based
Compensation” to the consolidated financial statements included in Item 8 “Financial Statements and Supplementary Data” of the Company’s 2025 Form 10-K.
The grant date fair value for the RSUs was based on price of $86.72, the closing price of the Company’s stock on the grant date. The grant date fair value for the
PSUs was determined using a Monte Carlo simulation and was based on a price of $120.84 per target unit. The ultimate value of stock-based awards, if any, will
depend on the future value of the common stock and the holder’s investment decisions, neither of which can be accurately predicted.
2026 Proxy Statement | Visteon Corporation | 37 |
Table of Contents | Executive Compensation |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
The following table sets forth information on outstanding stock options and stock units held by the NEOs at December 31, 2025,
including the number of shares underlying both exercisable and unexercisable portions of each stock option as well as the exercise
price and expiration date of each outstanding option. Outstanding equity awards at December 31, 2025 are as follows (unless
otherwise indicated by footnote):
Option Awards | Stock Awards | |||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | ||||
Sachin S. Lawande | 3/7/2019 | 49,453 | — | — | 80.97 | 3/6/2026 | — | — | — | — | ||||
3/4/2020 | 49,826 | — | 66.98 | 3/3/2027 | — | — | — | — | ||||||
3/1/2023 | — | — | — | — | — | 6,317 | (4) | 600,747 | — | (7) | — | |||
3/1/2024 | — | — | — | — | — | 21,086 | (5) | 2,005,279 | — | (8) | — | |||
3/1/2025 | — | — | — | — | — | 46,353 | (6) | 4,408,170 | 89,347 | (9) | 8,496,932 | |||
Jerome J. Rouquet | 3/4/2020 | 4,675 | — | — | 66.98 | 3/3/2027 | — | — | — | — | ||||
3/1/2023 | — | — | — | — | — | 1,200 | (4) | 114,120 | — | (7) | — | |||
3/1/2024 | — | — | — | — | — | 3,620 | (5) | 344,262 | — | (8) | — | |||
3/1/2025 | — | — | — | — | — | 8,807 | (6) | 837,546 | 16,975 | (9) | 1,614,308 | |||
Brett D. Pynnonen | 3/1/2023 | — | — | — | — | — | 579 | (4) | 55,063 | — | (7) | — | ||
3/1/2024 | — | — | — | — | — | 1,747 | (5) | 166,140 | — | (8) | — | |||
3/1/2025 | — | — | — | — | — | 4,866 | (6) | 462,757 | 9,381 | (9) | 892,086 | |||
Robert R. Vallance | 3/1/2023 | — | — | — | — | — | 552 | (4) | 52,495 | — | (7) | — | ||
3/1/2024 | — | — | — | — | — | 1,667 | (5) | 158,532 | — | (8) | — | |||
3/1/2025 | — | — | — | — | — | 4,171 | (6) | 396,662 | 8,040 | (9) | 764,627 | |||
Kristin E. Trecker | 3/1/2023 | — | — | — | — | — | 552 | (4) | 52,495 | — | (7) | — | ||
3/1/2024 | — | — | — | — | — | 1,667 | (5) | 158,532 | — | (8) | — | |||
3/1/2025 | — | — | — | — | — | 4,125 | (6) | 392,288 | 7,952 | (9) | 756,195 | |||
(1)Stock options vest in one-third increments annually from date of grant.
(2)Reflects the exercise price for the options granted.
(3)The market value of unvested RSUs and PSUs was determined using a per share price of $95.1, the closing price of our common stock as reported on the
NASDAQ Global Select Market as of December 31, 2025.The number of units reported also includes dividend equivalent units accrued in connection with the
quarterly cash dividends initiated in 2025. Such dividend equivalent units are earned only to the extent the underlying restricted stock units or performance stock
units vest.
(4)RSUs that vested on March 15, 2026. Original award vested ratably over three years.
(5)RSUs that vest on each of March 15, 2026 and 2027. Original award vested ratably over three years.
(6)RSUs that vest one-third on each of March 15, 2026, 2027 and 2028.
(7)PSUs granted in 2023 with a performance period and vesting date which concluded on February 28, 2026. Following the Committee's certification of an aggregate
Relative TSR achievement of 0%, these awards resulted in a 0% payout.
(8)PSUs granted in 2024 with a performance period and vesting date which conclude on February 28, 2027 as adjusted to 0% relative TSR performance.
(9)PSUs granted in 2025 with a performance period and vesting which conclude on February 29, 2028 as adjusted to 128.5% based on 57% payout for relative TSR
(50% weighting) and a 200% payout for ROIC (50% weighting).
38 | Visteon Corporation | 2026 Proxy Statement |
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OPTION EXERCISES AND STOCK VESTED IN 2025
The following table sets forth information regarding the exercising of vested stock options and the vesting of RSUs and/or PSUs
during 2025 for each of the NEOs on an aggregated basis.
Option Awards | Stock Awards | |||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||
Sachin S. Lawande | 34,595 | 494,958 | 50,848 | 4,165,776 | ||
Jerome J. Rouquet | 9,422 | 772,128 | ||||
Brett D. Pynnonen | 4,634 | 379,808 | ||||
Robert R. Vallance | 4,757 | 390,097 | ||||
Kristin E. Trecker | 1,500 | 69,075 | 3,998 | 327,422 | ||
(1)These values were determined by using the closing price of our common stock on NASDAQ on the vesting date was used for 2022,2023 and 2024 awards, without
regard to cash or shares withheld for income tax purposes.
Retirement Benefits
PENSION BENEFITS
The Company froze its defined benefit pension plan for U.S. employees effective December 31, 2011. The NEOs are not entitled to
defined benefits as they joined the Company after this date.
DEFINED CONTRIBUTION QUALIFIED PLAN
The NEOs, and most U.S. salaried employees, are entitled to participate in the Visteon Investment Plan (Visteon’s 401(k) plan).
This plan is a tax-qualified plan under the Internal Revenue Code (the "Code") therefore amounts that may be deferred are limited.
The Company matches employee contributions of up to 6% of base pay and annual incentive at a rate of 100% of the employee’s
eligible contributions. Amounts deferred for each NEO are reflected in the “Salary” column of the above “Summary Compensation
Table.”
NONQUALIFIED DEFERRED COMPENSATION FOR 2025
The following table provides information about the nonqualified, defined contribution deferred compensation plans in which our
NEOs participate, subject to the terms of such plans. Our NEOs participate during their tenure in the Savings Parity Plan and the
Defined Contribution Supplemental Executive Retirement Plan (“DC SERP”) Plan, both of which became effective on January 1,
2012. The Savings Parity Plan restores company matching contributions under the Visteon Investment Plan, Visteon’s investment
and savings plan, lost due to IRS Code limitations. The DC SERP plan provides benefits through a defined contribution approach
where eligible employees receive credits equal to 6%, 9% or 14.5% of base compensation and annual incentive, dependent upon
their organizational levels. Effective October 18, 2023, the SERP is closed to new entrants. Account balances in both the Savings
Parity Plan and DC SERP will be increased or reduced to reflect earnings and losses on hypothetical investments designated by
the employee.
2026 Proxy Statement | Visteon Corporation | 39 |
Table of Contents | Executive Compensation |
Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(3) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | ||
Sachin S. Lawande | |||||||
Savings Parity Plan(1) | — | 198,075 | 220,146 | — | 1,808,752 | ||
DC SERP(2) | — | 529,431 | 761,637 | — | 5,569,480 | ||
Jerome J. Rouquet | |||||||
Savings Parity Plan(1) | — | 55,354 | 27,455 | — | 261,632 | ||
DC SERP(2) | — | 114,531 | 86,055 | — | 647,780 | ||
Brett D. Pynnonen | |||||||
Savings Parity Plan(1) | — | 36,502 | 45,665 | — | 340,276 | ||
DC SERP(2) | — | 86,253 | 142,372 | — | 952,430 | ||
Robert R. Vallance | |||||||
Savings Parity Plan(1) | — | 30,804 | 126,894 | — | 659,482 | ||
DC SERP(2) | — | 77,706 | 314,842 | — | 1,542,148 | ||
Kristin E. Trecker | |||||||
Savings Parity Plan(1) | — | 29,176 | 16,104 | — | 149,556 | ||
DC SERP(2) | — | 75,264 | 84,634 | — | 599,711 |
(1)The Savings Parity Plan was adopted effective January 1, 2012. The company contributions noted in this table represent accrued contributions to be credited to
each participant’s account for the fiscal year reported in this Proxy as well as well as the aggregate earnings and aggregate withdrawals/distributions made to the
participants’ accounts during fiscal year 2025.
(2)The Defined Contribution SERP (“DC SERP”) was adopted effective January 1, 2012. This table reflects company contributions, aggregate earnings, aggregate
gains/losses, and aggregate withdrawals/distributions made to the participants’ accounts during fiscal year 2025.
(3)These amounts are included in the All Other Compensation column of the Summary Compensation Table.
Potential Payments Upon Termination
Set forth below are estimated accelerated payments and benefits that would have been provided to the NEOs remaining employed
by the Company at the end of 2025 upon their hypothetical termination of employment (or that would have been accelerated upon
a change in control) under specified circumstances as provided in the relevant agreements and plans. This assumes that the
relevant triggering event occurred at December 31, 2025 and the figures are based on the Company’s closing common stock price
as of December 31, 2025. These disclosed amounts are estimates only and do not necessarily reflect the actual amounts that
would be paid to those NEOs, which amounts would only be known at the time that they become eligible for payment and would
only be payable if any of the triggering events were to occur under the terms of the relevant agreements. Accrued amounts (other
than the accelerated vesting of retirement benefits noted below) under the Company’s pension and defined contribution plans are
not included in this table.
40 | Visteon Corporation | 2026 Proxy Statement |
Executive Compensation | Table of Contents |
Named Executive Officer | Involuntary Termination (w/o cause or for Good Reason) ($) | Change in Control ($) | Qualifying Termination after Change in Control ($) | ||
Sachin S. Lawande | |||||
• Severance Payments | 4,312,500 | N/A | 5,750,000 | ||
• Accelerated Stock Option Vesting(1) | — | — | — | ||
• Accelerated Stock/Unit Awards Vesting(2) | 4,885,259 | — | 15,511,127 | ||
• Deferred Compensation(3) | — | — | — | ||
• Continuation of Health & Welfare Benefits(4) | 26,887 | N/A | 30,033 | ||
• Outplacement Services(5) | 50,000 | N/A | 50,000 | ||
Totals | 9,274,646 | — | 21,341,160 | ||
Jerome J. Rouquet | |||||
• Severance Payments | 1,591,425 | N/A | 1,591,425 | ||
• Accelerated Stock Option Vesting(1) | — | — | — | ||
• Accelerated Stock/Unit Awards Vesting(6) | 913,158 | — | 2,910,236 | ||
• Deferred Compensation(3) | — | — | — | ||
• Continuation of Health & Welfare Benefits(4) | 35,950 | N/A | 37,566 | ||
• Outplacement Services(5) | 50,000 | N/A | 50,000 | ||
Totals | 2,590,533 | — | 4,589,227 | ||
Brett D. Pynnonen | |||||
• Severance Payments | 1,275,000 | N/A | 1,275,000 | ||
• Accelerated Stock Option Vesting(1) | — | — | — | ||
• Accelerated Stock/Unit Awards Vesting(6) | 488,322 | — | 1,576,045 | ||
• Deferred Compensation(3) | — | — | — | ||
• Continuation of Health & Welfare Benefits(4) | — | N/A | 1,368 | ||
• Outplacement Services(5) | 50,000 | N/A | 50,000 | ||
Totals | 1,813,322 | — | 2,902,413 | ||
Robert R. Vallance | |||||
• Severance Payments | 1,099,350 | N/A | 1,099,350 | ||
• Accelerated Stock Option Vesting(1) | — | — | — | ||
• Accelerated Stock/Unit Awards Vesting(6) | 429,462 | — | 1,372,316 | ||
• Deferred Compensation(3) | — | — | — | ||
• Continuation of Health & Welfare Benefits(4) | 35,950 | N/A | 37,161 | ||
• Outplacement Services(5) | 50,000 | N/A | 50,000 | ||
Totals | 1,614,762 | — | 2,558,827 |
2026 Proxy Statement | Visteon Corporation | 41 |
Table of Contents | Executive Compensation |
Named Executive Officer | Involuntary Termination (w/o cause or for Good Reason) ($) | Change in Control ($) | Qualifying Termination after Change in Control ($) | ||
Kristin E. Trecker | |||||
• Severance Payments | 1,065,225 | N/A | 1,065,225 | ||
• Accelerated Stock Option Vesting(1) | — | — | — | ||
• Accelerated Stock/Unit Awards Vesting(6) | 425,903 | — | 1,359,510 | ||
• Deferred Compensation(3) | — | — | |||
• Continuation of Health & Welfare Benefits(4) | 26,887 | N/A | 28,063 | ||
• Outplacement Services(5) | 50,000 | N/A | 50,000 | ||
Totals | 1,568,015 | — | 2,502,798 |
(1)Vesting for all unvested stock options would be accelerated in the event of a change in control followed by a qualifying termination, as defined by the terms and
conditions of the relevant awards; the amount included in the table above is the excess of the market price of Visteon common stock as of December 31, 2025
over the exercise prices of the unvested stock options.
(2)Mr. Lawande’s RSU and PSU awards are prorated based on service under an involuntary termination without cause or for good reason and fully vest under a
qualifying termination after a change in control. The value of the units under each scenario is based upon the market price of Visteon common stock on
December 31, 2025 and for PSUs, estimated performance through that date. Additionally, it is assumed that all units are converted or assumed by an acquirer in
the event of a change in control, and, thus, such awards do not accelerate upon a change in control with continuing employment.
(3)Represents the unvested values as of December 31, 2025 payable under each scenario for the participant’s accounts in the DC SERP and Savings Parity Plan,
nonqualified deferred compensation plans.
(4)The estimated cost of continuing health and welfare benefits is based on current insurance premiums.
(5)The amount of covered or reimbursed services was assumed to be the maximum amount allowable under change in control agreements and the severance plan,
as described further below. The amounts to be reimbursed will be only for those expenses actually incurred by the executive, and may be significantly less than the
amount presented in the table.
(6)Messrs. Rouquet, Vallance, Pynnonen, and Ms. Trecker’s RSU and PSU awards are prorated based on service under an involuntary termination without cause and
fully vest under a qualifying termination after a change in control as defined under the terms and conditions of the relevant awards. The value of the units under
each scenario is based upon the market price of Visteon common stock on December 31, 2025 and for the PSUs, estimated performance through that date.
Additionally, it is assumed that all units are converted or assumed by an acquirer in the event of a change in control, and, thus, such awards do not accelerate
upon a change in control with continuing employment. For Mr. Vallance, in the event of retirement (as defined under 'Termination Upon Retirement, Death or
Disability' on page 44), outstanding Performance Stock Units (PSUs) granted in 2025 will remain eligible to vest in full on their original vesting dates, as if he had
remained employed through the end of the performance period. However, final payouts remain subject to the achievement of the underlying performance metrics
(rTSR and ROIC) as certified by the Organization and Compensation Committee at the conclusion of the three-year cycle.
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL
The Incentive Plans contain “double-trigger” award acceleration provisions upon a change in control. Thus, awards under the
Incentive Plans will be accelerated upon a change in control (without a subsequent termination of employment) only if the awards
are not assumed, converted or replaced by the acquirer or continuing entity.
CHANGE IN CONTROL FOLLOWED BY QUALIFYING TERMINATION
Visteon entered into stand-alone change in control agreements with all of its NEOs, except Mr. Lawande. Mr. Lawande’s
employment agreement includes similar change in control provisions. These agreements provide for certain benefits if a qualifying
termination occurs following a change in control of the Company, as defined by the agreements. For the NEOs, a qualifying
termination includes a termination of the executive’s employment without “cause” or a resignation for “good reason” (as defined by
the agreements), in each case, within two years after the change in control. The benefits are designed to retain and motivate
employees during the uncertain process that precedes a change in control transaction.
Subject to the terms of the applicable agreements and plans, the NEOs are entitled to the following benefits pursuant to the change
in control or employment agreements so long as the executive signs an acceptable release of claims:
•The payment of any unpaid salary or incentive compensation, together with all other compensation and benefits payable to
the executive under the terms of the Company’s compensation and benefits plans, earned through the date of termination;
42 | Visteon Corporation | 2026 Proxy Statement |
Executive Compensation | Table of Contents |
•A severance payment in the amount of one and a half times (other than Mr. Lawande, which is two times) base salary plus
the executive’s target annual bonus;
•The continuation for 18 months following termination of life, accident and health insurance benefits for the executive and his
or her dependents;
•All contingent annual bonus awards under the Incentive Plans (or other plans) for periods that have not been completed
become payable on a pro-rated basis assuming the achievement at target levels of any individual or corporate performance
goals;
•The benefits then accrued by or payable to the executive under the SERP, the Pension Parity Plan and the Savings Parity
Plan, as applicable, or any other nonqualified plan providing supplemental retirement or deferred compensation benefits,
become fully vested; and
•Reimbursement for the cost of outplacement services for up to 12 months following termination, not to exceed $50,000.
In addition to any other benefits described above or set forth in an award agreement at the time of the award, the Incentive Plans
provide for the following benefits upon a change in control followed by a qualifying termination of employment within 24 months
following such change in control when such awards have been assumed, converted or replaced by the acquirer or other continuing
entity:
•Plan awards will become immediately fully vested if the holder’s employment is terminated without “cause” or for “good
reason” (each as defined in the applicable change in control or employment agreement) within 24 months following the
change in control; or
•For plan awards that relate to performance periods that have not been completed as of the date of the change in control and
that are not then vested, the awards will become immediately vested to the extent that the performance metrics have been
achieved as of the date of such change in control (with any remainder being forfeited) if the holder’s employment is
terminated without “cause” or for “good reason” (each as defined in the applicable change in control or employment
agreement) within 24 months following the change in control.
Change in control payments for the NEOs are not grossed up for the payment of any section 4999 excise taxes. In addition, if such
payments would be subject to section 4999 excise taxes, the applicable payments will be reduced to the extent necessary so that
no portion of the total payments is subject to excise tax, but only if the net amount of such reduced payments is not less than the
net amount of the total payments without such reduction.
“Good Reason” under the change in control agreements includes the following:
•A negative material alteration is made in the executive’s duties and responsibilities;
•The executive’s annual base salary is decreased (except for certain across-the-board reductions);
•The executive is required to relocate his or her residence or principal office location by more than 50 miles;
•The executive’s incentive compensation or other benefits are decreased by ten percent or more (except for certain across-
the-board reductions); or
•The executive is not paid any portion of his or her then current compensation or an installment under any deferred
compensation program.
“Good Reason” under Mr. Lawande’s amended employment agreement shall mean the occurrence of any of the following events,
without the express written consent of Mr. Lawande:
•The Company’s assignment of duties (including titles and reporting relationships) inconsistent in any material respect with the
duties or responsibilities as contemplated by Mr. Lawande’s employment agreement, any failure to re-nominate Mr. Lawande
for election by the Company’s stockholders as a member of the Board, or any other action by the Company that results in a
significant diminution in Mr. Lawande’s position, authority, duties or responsibilities (provided that any sale or other disposition
of assets by the Company shall not, in and of itself, constitute a significant diminution in Mr. Lawande’s position, authority,
duties or responsibilities; and provided, further, that a reduction in authority, duties or responsibilities resulting solely from the
Company ceasing to be a publicly traded entity shall not constitute Good Reason hereunder); or
•The Company’s material breach of any provision of Mr. Lawande’s employment agreement.
2026 Proxy Statement | Visteon Corporation | 43 |
Table of Contents | Executive Compensation |
Each executive agrees to comply with confidentiality, non-disparagement and non-competition covenants during the term of the
agreement and for a period thereafter. In addition, in the event of a potential change of control, as defined in the change in control
agreements, each executive other than Mr. Lawande agrees not to voluntarily terminate his or her employment, except for
retirement or good reason, until the earlier of six months after such potential change of control or the occurrence of a change in
control.
A “change in control” will be deemed to have occurred under the change in control agreements and Mr. Lawande’s amended
employment agreement as of the first day any one or more of the following is satisfied:
(A) any person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities
beneficially owned by such person any securities acquired directly from the Company or its affiliates) representing 40% or more of
the combined voting power of the Company’s then outstanding securities (subject to certain exceptions as described in the
agreements);
(B) within any 12-month period, the following individuals cease for any reason to constitute a majority of the number of directors
then serving: individuals who, at the beginning of the 12 month period, constitute the Board and any new director (other than a
director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to
a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or
nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the 12 month period or whose appointment, election or
nomination for election was previously so approved or recommended (for these purposes, (x) a threatened election contest will be
deemed to have occurred only if any person or entity publicly announces a bona fide intention to engage in an election contest,
including but not limited to a consent solicitation, relating to the election of directors of the Company, and (y) a withhold vote
campaign with respect to any director will not by itself constitute an actual or threatened election contest);
(C) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any
other corporation, other than (a) a merger or consolidation which results in the directors of the Company immediately prior to such
merger or consolidation continuing to constitute at least a majority of the board of directors of the Company, the surviving entity or
any parent thereof or (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction)
in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the
securities beneficially owned by such person any securities acquired directly from the Company or its affiliates) representing 40%
or more of the combined voting power of the Company’s then outstanding securities; or
(D) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the Company of more than 50% of the Company’s assets, other than a
sale or disposition by the Company of more than 50% of the Company’s assets to an entity, at least 50% of the combined voting
power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale.
However, a “change in control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of
integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to
such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns
all or substantially all of the assets of the Company immediately following such transaction or series of transactions.
VOLUNTARY TERMINATION WITHOUT "GOOD REASON” OR INVOLUNTARY TERMINATION FOR “CAUSE”
An executive who voluntarily resigns without “good reason” or whose employment is terminated by the Company for “cause” (each
as defined in the change in control agreements, Terms and Conditions of Stock Grants and the individual employment agreement
applicable to Mr. Lawande) will be entitled to receive unpaid salary and benefits, if any, he/she has accrued through the effective
date of their termination, and the executive will forfeit any outstanding, unvested equity-based awards.
44 | Visteon Corporation | 2026 Proxy Statement |
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INVOLUNTARY TERMINATION WITHOUT "CAUSE” (ALL NEOs) OR VOLUNTARY TERMINATION
FOR “GOOD REASON” (MR. LAWANDE ONLY)
Upon the involuntary termination of employment by the Company (other than for specified reasons, including disability, availability
of other severance benefits, and inappropriate conduct), and subject to the terms of the plan described below, all officers elected by
the Board of Directors are entitled to severance benefits under the 2010 Visteon Executive Severance Plan as amended. For the
NEOs that qualify for any benefits, these severance benefits include a cash payment equal to 150% of the sum of one year of base
salary plus their target AI opportunity, a pro-rated annual incentive bonus for the fiscal year during which the termination occurs
(based on actual company performance during the period), the reimbursement of medical coverage premiums under COBRA for 18
months following termination, and the provision of outplacement services for up to 12 months (not to exceed $50,000). However, if
the eligible executive does not execute an acceptable release and waiver of claims, such executive will only be entitled to a cash
payment equal to four weeks of base salary. The severance plan permits executives to receive both the severance benefits under
the plan and, if eligible, the retirement benefits described above. For Mr. Lawande, the severance benefits provided under his
amended employment agreement (as further described above under “Employment Agreement with Mr. Lawande”) apply in lieu of
benefits under the severance plan during the term of such employment agreement.
The Incentive Plans do not accelerate any of the outstanding awards held by executives who are involuntarily terminated. However,
the terms and conditions applicable to certain equity awards provide as follows:
•The outstanding RSUs will vest on a pro rata basis if the holder’s employment is involuntary terminated generally without
cause or for good reason (each as defined in the applicable terms and conditions), provided that the holder had remained in
the employ of the Company for at least 180 days following the grant date; and
•The outstanding PSUs will not be forfeited and will vest on the scheduled vesting date on a pro rata basis if the holder’s
employment is involuntary terminated without cause or for good reason (each as defined in the applicable terms and
conditions), provided that the holder had remained in the employ of the Company for at least 180 days following the grant
date (and the termination is either before any change in control or more than 24 months after any change in control, as
defined in the applicable terms and conditions).
TERMINATION UPON RETIREMENT, DEATH OR DISABILITY
Following termination of an NEO’s employment for disability, the NEO will receive all compensation payable under Visteon’s
disability and medical plans and insurance policies, which are available generally to the Company’s salaried employees. Prior to
2022, a termination upon the retirement, death or disability of a NEO is generally treated the same as an involuntary termination
with respect to the outstanding RSUs and PSUs, with the exception of Mr. Lawande's RSUs and PSUs.
We have modified the retirement criteria in 2022 to 60 years of age and 5 years of service and RSU award vesting conditions which
will result in 100% vesting on retirement (60 years of age and 5 years of service), death and disability for all NEOs excluding Mr.
Lawande. Beginning with Mr. Lawande's 2021 PSU and RSU grants, if Mr. Lawande retires in accordance with the standard terms
of the Company’s retirement definition and the Board of Directors, in its sole discretion, concludes that a successor has been hired
or identified by Mr. Lawande to replace him as Chief Executive Officer, the RSU and PSU awards under the applicable long term
incentive programs will continue to vest as if he were employed rather than being prorated.
Notwithstanding the foregoing, beginning with PSU awards granted in 2025, if a Participant’s termination is considered
“retirement” (as defined above) and the Participant (i) is an employee at level 19 (Senior Vice President), (ii) does not receive a
severance payment, and (iii) has a transition plan approved by the Company’s CEO, then the Participant shall be entitled to receive
the Final Award as if the Participant remained actively employed after the Participant’s termination of employment. The
Organization and Compensation Committee of the Board has approved this treatment for Mr. Vallance, effective beginning with his
2025 PSU award.
In addition, pursuant to Mr. Lawande’s employment agreement, he is entitled upon death or disability to any contingent annual
bonus awards under the Incentive Plans (or other plans) for periods that have not been completed on a pro-rated basis based on
actual achievement of any individual or corporate performance goals.
In addition to the payments and benefits described above, the Organization and Compensation Committee of the Board may
authorize additional payments when it separates an NEO. Visteon might agree to make the payments it deems necessary to
negotiate a definitive termination agreement with the terms, such as a general release of claims, non-disparagement, cooperation
with litigation, non-competition and non-solicitation agreements, as determined by the Company.
2026 Proxy Statement | Visteon Corporation | 45 |
Table of Contents | Executive Compensation |
CEO Pay Ratio
The 2025 annual total compensation of the Company’s CEO was $16,779,811. The 2025 annual total compensation of the median
employee (excluding the CEO) was $28,442; this employee is located in India. The ratio between the two amounts is 590:1. This
ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange
Act of 1934.There have been no significant changes in our workforce population or compensation arrangements for 2025
that would impact the methodology that was used to determine the median employee in 2024, and the Company has elected
to use the same median employee identified last year.
As permitted by SEC rules, to identify our median employee, we selected November 30, 2025, which is within the last three months
of 2025, as the date upon which we would identify the “median employee,” because it enabled us to make such identification in a
reasonably efficient and economical manner. As of that date, the Company and its consolidated subsidiaries employed 10,105
employees in 19 countries. All full-time, part-time and temporary hourly and salaried employees of Visteon and its consolidated
subsidiaries were included.
To identify the median employee, the Company applied a consistent definition of fixed cash compensation, which for hourly
employees included their hourly rate and a reasonable estimate of hours worked. This definition of compensation was chosen
because we believe it is a compensation measure that can be applied consistently across the globe. The compensation for any
permanent employee who was hired after January 1, 2025, was annualized for 2025. We did not use any statistical sampling, cost-
of-living adjustments or exclusions for purposes of this pay ratio disclosure.
Because the SEC rules for identifying the median of the annual total compensation of all our employees and calculating the pay
ratio based on that employee’s annual total compensation allow companies to use a variety of methodologies, to apply certain
exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation
practices, the pay ratio reported by other companies may not be comparable to the pay ratio we are reporting, as those companies
have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and
assumptions in calculating their pay ratios.
Pay Versus Performance
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive
officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Organization and Compensation
Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Year | Summary Compensation Table Total for PEO(¹) ($) | Compensation Actually Paid to PEO(¹)(²)(³) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(¹) ($) | Average Compensation Actually Paid to Non-PEO NEOs(¹)(²)(³) ($) | Value of Initial Fixed $100 Investment based on:(4) | Net Income(⁵) ($ Millions) | Adjusted EBITDA(6) ($ Millions) | |
TSR ($) | Peer Group TSR ($) | |||||||
2025 | ||||||||
2024 | ||||||||
2023 | ||||||||
2022 | ||||||||
2021 | ||||||||
(1)Mr. Sachin S . Lawande was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
2021- 2025 |
Jerome J. Rouquet |
Robert R. Vallance |
Brett D. Pynnonen |
Kristin E. Trecker |
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(2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation
actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as
described in footnote 3 below.
(3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are
calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards
and Option Awards columns set forth in the Summary Compensation Table.
Year | Summary Compensation Table Total for PEO ($) | Exclusion of Change in Pension Value for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Pension Service Cost for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) |
2025 | ( | |||||
2024 | ( | |||||
2023 | ( | |||||
2022 | ( | |||||
2021 | ( |
Year | Average Summary Compensation Table Total for Non- PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) |
2025 | ( | |||||
2024 | ( | |||||
2023 | ( | |||||
2022 | ( | |||||
2021 | ( |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) |
2025 | ( | ( | |||
2024 | ( | ( | |||
2023 | ( | ||||
2022 | ( | ||||
2021 | ( |
2026 Proxy Statement | Visteon Corporation | 47 |
Table of Contents | Executive Compensation |
Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) |
2025 | ( | ( | |||
2024 | ( | ( | |||
2023 | ( | ||||
2022 | ( | ||||
2021 | ( |
(4)The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Auto Parts Index, which we also utilize in the stock performance graph required by Item
201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period
starting December 31, 2020, through the end of the listed year in the Company and in the Dow Jones U.S. Auto Parts Index, respectively. Historical stock
performance is not necessarily indicative of future stock performance.
(5)Amounts for net income have been revised to reflect the change in accounting principle related to the method for assessing the realizability of U.S. deferred tax
assets as described in the Company's 2025 annual report on Form 10-K.
(6)We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to
our PEO and Non-PEO NEOs in 2025. Adjusted EBITDA, which is a non-GAAP supplemental financial measure, is defined in the Annual Incentive Awards section
of our Compensation Discussion and Analysis on page 20, and see Appendix B to this Proxy Statement for a reconciliation of the Company’s adjusted EBITDA to
net income (loss) (the most directly comparable GAAP financial measure).
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder
Return (“TSR”)
Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the
Dow Jones U.S. Auto Parts Index TSR over the same period.
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The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation
Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years.
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation
2026 Proxy Statement | Visteon Corporation | 49 |
Table of Contents | Executive Compensation |
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in
linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2025 to Company performance. The measures in this table
are not ranked.
Most Important Performance Measures for 2025 | |||
Equity Compensation Plan Information
The following table summarizes information as of December 31, 2025 relating to its equity compensation plans pursuant to which
grants of stock options, stock appreciation rights, stock rights, restricted stock, RSUs and other rights to acquire shares of its
common stock may be made from time to time.
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)(1) ($) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)(1) ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column(a))(c) ($) | ||
Equity compensation plans approved by security holders | 1,157,733 | 73.64 | 941,561 | ||
Equity compensation plans not approved by security holders | — | — | — | ||
Total | 1,157,733 | 73.64 | 941,561 |
(1)Comprised of stock options and stock appreciation rights, which may be settled in stock or cash at the election of the Company, and outstanding RSUs and PSUs,
which may be settled in stock or cash at the election of the Company without further payment by the holder, granted pursuant to the Visteon Corporation 2010
Incentive Plan, the Visteon Corporation 2020 Incentive Plan as Amended, the Non-Employee Director Stock Unit Plan, and the Deferred Compensation Plan for
Non-Employee Directors. The weighted-average exercise price of outstanding options, warrants and rights does not take into account RSUs or PSUs that will be
settled without any further payment by the holder.
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Audit Committee Report The Audit Committee is currently composed of four directors, all of whom are considered independent under the rules and regulations of the Securities and Exchange Commission, the Nasdaq Stock Market listing standards and the Visteon Director Independence Guidelines, and operates under a written charter adopted by the Board of Directors. During 2025, the Audit Committee held six meetings. Visteon management has the primary responsibility for the Company’s internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and issuing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States of America. The independent registered public accounting firm also expresses an opinion, based on an audit, on the effectiveness of Visteon’s internal control over financial reporting. The Audit Committee oversees and monitors these processes and reports to the Board of Directors on its findings. The Audit Committee of the Board of Directors selects and hires the independent registered public accounting firm. The Audit Committee considers the impact of changing auditors when assessing whether to retain the current external auditor, and regarding the mandated rotation, has had direct involvement in the selection process for the lead engagement partner for the Company’s audit. Deloitte & Touche LLP has served as Visteon’s external auditor since 2022. During the year, the Audit Committee met and held discussions with Visteon management and Deloitte & Touche LLP, the independent registered public accounting firm. The Audit Committee discussed with Deloitte & Touche LLP the overall scope and plans for their audit. The Audit Committee reviewed and discussed with Visteon management and Deloitte & Touche LLP the audited financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, including the critical audit matters addressed in the audit, as well as the Company’s internal control over financial reporting. The Audit Committee also discussed with Deloitte & Touche LLP the matters required to be discussed with the Audit Committee by Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit Committees, the rules of the Securities and Exchange Commission, and other applicable regulations. Deloitte & Touche LLP submitted to the Audit Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee discussed with Deloitte & Touche LLP the firm’s independence and considered whether the provision of non-audit services by Deloitte & Touche LLP to the Company is compatible with maintaining the independence of Deloitte & Touche LLP. The Audit Committee concluded that the independence of Deloitte & Touche LLP from Visteon and management is not compromised by the provision of such non-audit services. Based on these reviews and discussion, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and filed with the SEC. | ||||
Audit Committee •Robert J. Manzo (Chairman) •Naomi M. Bergman •Marjorie T. Sennett •David L. Treadwell | ||||
The Audit Committee reviews with management and the independent auditor the Company’s audited financial statements. |
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Fees of Independent Registered Public Accounting Firm
The Audit Committee selects, subject to stockholder ratification, our independent registered public accounting firm for each fiscal
year. During the years ended December 31, 2025, and December 31, 2024, Deloitte & Touche LLP was engaged principally to
perform the annual audit of the Company’s consolidated financial statements and internal control over financial reporting and to
provide other services. Fees paid to Deloitte & Touche LLP for 2025 and 2024 are listed in the following table:
Year Ended December 31 | Audit Services Fees | Audit Related Fees | Tax Fees | All Other Fees | |
2025 | $3,293,105 | $43,000 | $320,835 | $0 | |
2024 | $2,748,605 | $91,100 | $673,500 | $0 |
Audit services fees include fees for services performed related to the audit of the Company’s consolidated financial statements, the
audit of internal control over financial reporting, and reviews of unaudited interim financial information. This category also includes
fees for audits provided in connection with statutory filings or services that generally only the principal auditor reasonably can
provide to a client, such as procedures related to consents, assistance, and review of documents filed with the SEC.
Audit-related fees include fees associated with assurance and related services that are reasonably related to the performance of
the audit or review of the Company’s financial statements.
Tax fees primarily represent fees for tax compliance, tax advice, tax planning and assistance with taxing authority examinations.
Audit Committee Pre-approval Policies and Procedures
The Audit Committee has adopted procedures for its annual review and pre-approval of all audit and permitted non-audit services
provided by the independent registered public accounting firm. These procedures include reviewing and approving a budget for
audit and permitted non-audit services by category. The Audit Committee considers whether such services are consistent with the
SEC’s rules on auditor independence. The Audit Committee also considers whether the independent registered public accounting
firm is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company’s
business, people, culture, accounting systems, risk profile, and whether the services enhance the Company’s ability to manage or
control risks and improve audit quality. The Audit Committee will, as necessary, consider and, if appropriate, approve the provision
of additional audit and non-audit services by its independent registered public accounting firm that are not encompassed by the
Audit Committee’s annual pre-approval and not prohibited by law. The Audit Committee has delegated to the Chairman of the Audit
Committee the approval authority, on a case-by-case basis, for services outside of or in excess of the Audit Committee’s aggregate
pre-approved levels and not prohibited by law. In order to monitor services rendered and actual fees paid and commitments to be
paid to the independent registered public accounting firm, the Chairman, or designee, shall report any such decisions to the Audit
Committee at its next regular meeting.
The Audit Committee Report does not constitute soliciting material and shall not be deemed to be filed or incorporated by reference
into any other Visteon filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
except to the extent that Visteon specifically incorporates this Audit Committee Report by reference into any such filing.
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Item Two | |||||
Approval of Independent Registered Public Accounting Firm | The Audit Committee believes that the choice of Deloitte & Touche LLP to serve as external auditor is in the best interests of the Company and its shareholders. The Board of Directors Recommends that You Vote "FOR" the Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2026. | ||||
The next proposal on the agenda for the Annual Meeting will be ratifying the appointment of Deloitte & Touche LLP by the Audit Committee as the Company’s independent registered public accounting firm for fiscal year 2026. Deloitte & Touche LLP served in such capacity for fiscal year 2025. Representatives of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, are expected to be present at the Annual Meeting. They will have the opportunity to make a statement at the meeting if they desire to do so and are expected to be available to respond to appropriate questions. For information regarding fees paid to Deloitte & Touche LLP, see “Audit Fees” above. | |||||
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Our executive compensation provides strong alignment between executive pay and company performance. | |||||
Item Three | |||||
Provide an Advisory Vote Executive Compensation Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we are seeking stockholder approval of the Company’s executive compensation program and practices as disclosed in this proxy statement. While this vote is advisory, and not binding on the Board, it will provide information to the Board and the Organization and Compensation Committee regarding investor sentiment about our executive compensation programs and practices, which the Organization and Compensation Committee will carefully review when evaluating our executive compensation program. Stockholders are being asked to vote on the following advisory resolution: “RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s executive officers, as disclosed in the 2026 Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures.” The Company is committed to maintaining executive compensation programs and practices that are aligned with the Company’s business strategy. As a result, the Company has a strong pay-for-performance philosophy that greatly impacts its decisions regarding executive compensation. Our executive compensation programs seek to align management’s interests with our stockholders’ interests to support long-term value creation and pay for performance. This philosophy and the compensation structure are essential to the Company’s ability to attract, retain and motivate individuals who can achieve superior financial results in the best interests of the Company and its stockholders. To that end, our program links pay to performance by delivering a significant majority of the total compensation opportunity of our Named Executive Officers in variable or performance-based compensation programs (annual and long-term incentive plans). Performance measures used in the Company’s annual and long-term incentive plans support the Company’s annual operating plan and longer term strategy and are tied to key Company measures of short and long-term performance. Our program also aligns the Named Executive Officers’ financial interest with those of our stockholders by delivering a substantial portion of their total compensation in the form of equity awards and other long-term incentive vehicles. We urge our stockholders to read “Compensation Discussion and Analysis”, which describes in detail how our executive compensation program and practices operate and are designed to achieve our compensation objectives, as well as the accompanying compensation tables which provide detailed information on the compensation of our Named Executive Officers. | |||||
Performance-based annual and long-term programs | |||||
Robust stock ownership guidelines | |||||
Clawback policy for executive officers in the event of a financial restatement | |||||
Double trigger requirements for NEO severance payments | |||||
The Board of Directors Recommends that You Vote "FOR" the Approval of Executive Compensation set forth in this proxy statement. | |||||
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Annual Meeting Voting Information and Other Matters Meeting Admission To attend the meeting, you will need to provide evidence that you are a record date stockholder and valid photo identification at the entrance to the meeting. If you are not a record date stockholder, you may be admitted to the meeting only if you have a valid legal proxy from a record date stockholder. You must present that proxy as well as valid photo identification at the entrance to the meeting. Neither the Company nor its directors intend to bring before the Annual Meeting any matter other than the election of the eight directors, ratification of the Company’s independent registered public accounting firm, and approval of the Company’s executive compensation. Also, they have no present knowledge that any other matter will be presented by others for action at the meeting. Voting HOW TO VOTE YOUR SHARES If you are a registered stockholder, you can vote at the meeting any shares that were registered in your name as the stockholder of record as of the record date. If your shares are held in “street name” through a broker, bank or other nominee, you are not a holder of record of those shares and cannot vote them at the Annual Meeting unless you have a legal proxy from the holder of record. If you plan to attend and vote your street name shares at the Annual Meeting, you should request a legal proxy from your broker, bank or holder of record and bring it with you to the meeting. Whether or not you plan to attend the meeting, we strongly encourage you to vote by proxy prior to the meeting. You may vote your shares prior to the meeting by following the instructions provided in the Notice of Internet Availability of Proxy Materials, this proxy statement and the voter website, www.proxyvote.com. If you requested a paper copy of the proxy materials, voting instructions are also contained on the proxy card enclosed with those materials. If your shares are held in street name, your broker, bank or other holder of record may provide you with a voting instruction card. Follow the instructions on the card to access our proxy materials and vote online or to request a paper or email copy of our proxy materials. If you received these materials in paper form, the materials included a voting instruction card so you can instruct your broker, bank or other holder of record how to vote your shares. | If you are a registered stockholder, there are three ways to vote your shares before the meeting: | |||
By Internet (www.proxyvote.com): Use the Internet to transmit your voting instructions until 11:59 p.m. EDT on June 10, 2026. Have your Notice of Internet Availability of Proxy Materials or proxy card with you when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. | ||||
By Telephone (1-800-690-6903): Use any touch-tone telephone to submit your vote until 11:59 p.m. EDT on June 10, 2026. Have your Notice of Internet Availability of Proxy Materials or proxy card in hand when you call and then follow the instructions you receive from the telephone voting site. | ||||
By Mail: If you requested a paper copy of the proxy materials, mark, sign and date the proxy card enclosed with those materials and return it in the postage-paid envelope we have provided. To be valid, proxy cards must be received before the start of the Annual Meeting. Proxy cards should be returned to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
2026 Proxy Statement | Visteon Corporation | 55 |
Table of Contents | Other Matters |
You should provide voting instructions for all proposals appearing on the proxy/voting instruction card. The persons named as
proxies on the proxy card will vote your shares according to your instructions. However, if you do not provide voting instructions
with your proxy, then the designated proxies will vote your shares for the election of the nominated directors, for the ratification of
the Company’s independent registered public accounting firm, and for the approval of the Company’s executive compensation. If
any nominee for election to the Board is unable to serve, which is not anticipated, or if any other matters properly come before the
meeting, then the designated proxies will vote your shares in accordance with their best judgment.
How to Revoke Your Proxy
If you are a registered stockholder, you can revoke your proxy and change your vote at any time prior to the Annual Meeting by:
•Notifying our Corporate Secretary in writing at One Village Center Drive, Van Buren Township, Michigan 48111 (the
notification must be received by the close of business on June 10, 2026);
•Voting again by Internet or telephone prior to 11:59 p.m. EDT on June 10, 2026 (only the latest vote you submit will be
counted); or
•Submitting a new properly signed and dated paper proxy card with a later date (your proxy card must be received before the
start of the Annual Meeting).
If your shares are held in street name, you should contact your broker, bank or other holder of record about revoking your voting
instructions and changing your vote prior to the meeting.
If you are eligible to vote at the Annual Meeting, you also can revoke your proxy or voting instructions and change your vote at the
Annual Meeting by submitting a written ballot before the polls close.
Stockholders Entitled to Vote and Ownership
You are entitled to one vote at the Annual Meeting for each share of the Company’s common stock that you owned of record at the
close of business on April 15, 2026. As of April 15, 2026, the Company had issued and outstanding 26,694,021 shares of common
stock. Information regarding the holdings of the Company’s stock by directors, executive officers and certain other beneficial
owners can be found beginning on page 18.
A list of the stockholders of record entitled to vote at the Annual Meeting will be available for review by any stockholder, for any
purpose related to the meeting, between 9:00 a.m. and 5:00 p.m. at the principal offices of the Company, located at One Village
Center Drive, Van Buren Township, Michigan 48111, for ten days before the meeting.
Required Vote to Approve the Proposals
The Company’s Bylaws require that a majority of the Company’s common stock be represented at the Annual Meeting, whether in
person or by proxy, for the quorum that is needed to transact any business.
ELECTION OF DIRECTORS
To be elected, directors must receive a majority of the votes cast (the number of shares voted “For” a director nominee must
exceed the number of votes cast “Against” that nominee), except in the event of a contested election. A properly executed proxy
marked “Abstain” with respect to such matter will not be counted as votes “For” or “Against” a director, although it will be counted
for purposes of determining whether there is a quorum. In the event of a contested election (where the number of nominees
exceeds the number of vacancies), the affirmative vote of a plurality of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of directors would be required for the election of directors. A properly
executed proxy marked to withhold authority with respect to the election of one or more directors will not be voted with respect to
the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum.
OTHER PROPOSALS
For each proposal other than the election of directors, the affirmative vote of the holders of a majority of the shares represented in
person or by proxy and entitled to vote on the item will be required for approval. A properly executed proxy marked “Abstain” with
respect to any such matter will not be voted, although it will be counted for purposes of determining whether there is a quorum.
Accordingly, an abstention will have the effect of a negative vote.
56 | Visteon Corporation | 2026 Proxy Statement |
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If you hold your shares in street name through a broker or other nominee and you do not give voting instructions at least ten days
before the meeting to your broker or other nominee, then your broker or other nominee may exercise voting discretion only with
respect to matters considered to be “routine” by stock exchange rules. On non-routine matters, the brokers or other nominees
cannot vote your shares absent voting instructions from the beneficial holder, resulting in so-called “broker non-votes.” Broker non-
votes are not deemed to be votes cast, and as a result have no effect on the outcome of any matters presented, but will be counted
in determining whether there is a quorum. Among the proposals to be voted on at the Annual Meeting, the ratification of the
appointment of the independent registered public accounting firm will be considered a “routine” matter. The election of directors and
other proposals will be considered “non-routine” matters.
Where to Find Voting Results
The Company will publish the voting results in a Current Report on Form 8-K to be filed with the SEC within four business days
after the voting results are known. You will also find the results in the investor information section of the Company’s website at
https://www.visteon.com/investors/sec-filings/default.aspx.
Cost of Solicitation
The Company’s directors, officers and employees may solicit proxies in person or by telephone, mail, email, telecopy or letter. The
Company has also retained Georgeson LLC to assist it in distributing proxy solicitation materials and soliciting proxies at a cost of
approximately $12,000 plus reasonable out-of-pocket expenses. The Company will pay for soliciting these proxies as well as
reimburse brokers and other nominees for their reasonable out-of-pocket expenses for forwarding proxy materials to beneficial
owners.
2027 Stockholder Proposals and Nominations
Stockholder proposals that are intended to be included in the Company’s proxy materials for the 2027 Annual Meeting must be
presented pursuant to Securities and Exchange Commission Rule 14a-8, or the Company’s Bylaws as applicable, and received by
the Corporate Secretary of the Company no later than December 28, 2026.
A stockholder that intends to present business at the 2027 Annual Meeting other than pursuant to Rule 14a-8, which may not be
included in the Company’s proxy materials, must comply with the requirements set forth in the Company’s Bylaws. Among other
things, a stockholder must give written notice of its intent to bring business before the 2027 Annual Meeting to the Company no
later than March 12, 2027, and no earlier than February 10, 2027. However, if the date for the 2027 Annual Meeting is more than
30 calendar days prior to, or after, June 11, 2027, then such written notice must be received no later than the 90th day prior to the
date of such meeting, or, if later, the tenth day following the day on which we announce the annual meeting date to the public. This
written notice must contain specified information as set forth in the Company’s Bylaws.
You may recommend any person to be a director by writing to the Corporate Secretary of the Company. The period for submitting
written notice nominating a director for the 2027 Annual Meeting is not earlier than the 120th day prior to the date of the 2027
Annual Meeting and not later than the 90th day prior to the date of the 2027 Annual Meeting, or, if later, the tenth day following the
day on which we announce the annual meeting date to the public. This notice must include, among other things, the name, age,
address, occupations and stockholdings of the proposed nominee and such other background materials as the Corporate
Sustainability and Governance Committee may request. In order for stockholders to give timely notice of nominations for directors
for inclusion on a universal proxy card in connection with the 2027 Annual Meeting, notice must be submitted by the same deadline
as disclosed above under the advance notice provisions of the Company's Bylaws and must include the information in the notice
required by the Company's Bylaws and by Rule 14a-19(b)(2) and Rule 14a-19(b)(3) under the Exchange Act.
To the extent permitted, the Company may exercise discretionary voting authority under proxies it solicits to vote in accordance
with its best judgment on any such stockholder proposal or nomination.
2026 Proxy Statement | Visteon Corporation | 57 |
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Miscellaneous Stockholders may obtain, at no charge, an additional copy of our 2025 Annual Report on Form 10-K including exhibits by contacting our Investor Relations department in writing at One Village Center Drive, Van Buren Township, Michigan 48111 or via email at investor@visteon.com. Copies of our code of business conduct and ethics entitled, “Ethics and Integrity Policy”, as well as the Corporate Governance Guidelines and charters of all standing Board committees, are available on our website at https://www.visteon.com or by contacting our Investor Relations. Our periodic and current reports, including our Annual Report on Form 10-K, and any amendments thereto, are also available through our internet website at https:// www.visteon.com/investors/sec-filings/default.aspx. The SEC has adopted rules that allow us to send a single copy of our Notice of Internet Availability of Proxy Materials or proxy solicitation and other required Annual Meeting materials to two or more stockholders sharing the same address. We may do this only if the stockholders at that address share the same last name or if we reasonably believe that the stockholders are members of the same family. If we are mailing a paper copy of our proxy materials, the rules require us to send each stockholder at the shared address a separate proxy card. We believe this rule is beneficial to both our stockholders and to us. Our printing and postage costs are lowered anytime we eliminate duplicate mailings to the same household. However, stockholders at a shared address may revoke their consent to the householding program and receive a separate copy of these materials. If you have elected to receive paper copies of our proxy materials and want to receive a separate copy of these materials, please call Broadridge at (800) 579-1639. If you consented to the householding program and wish to revoke your consent for future years, simply call, toll free, (800) 579-1639, or write to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you received more than one Notice of Internet Availability of Proxy Materials or proxy card, then you probably have multiple accounts with us and/or brokers, banks or other nominees. You should vote all of the shares represented by these proxy cards. Certain brokers, banks and nominees have procedures in place to discontinue duplicate mailings upon a stockholder’s request. You should contact your broker, bank or nominee for more information. Additionally, our transfer agent, Computershare Shareowner Services, can assist you if you want to consolidate multiple registered accounts existing in your name. To contact our transfer agent, write to Visteon Corporation, c/o Computershare, P.O. Box 43078, Providence, RI 02940, or call (877) 881-5962. | ||||
Stockholders may obtain an additional copy of our Proxy Statement or Annual Report including exhibits by contacting our Investor Relations department. | ||||
2026 Proxy Statement | Visteon Corporation | A-1 |
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Appendix A |
Visteon Director
Independence Guidelines
A director will be deemed “independent,” and to have no direct or indirect material relationship with the company (either directly or
as a partner, shareholder or officer of an organization that has a relationship with the company), if he/she meets all of the following
criteria:
1Has not been an employee of Visteon or its subsidiaries within the last three years.
2Is not currently a partner or employee of Visteon’s internal or external auditor or a former partner or employee of Visteon’s
internal or external auditor or was within the last three years (but is no longer) a partner or employee of Visteon’s internal or
external auditor who personally worked on Visteon’s audit within that time.
3Has not been employed by a company in which, concurrently with such employment, an executive officer of Visteon served on
the compensation committee of such company within the last three years.
4Has not received more than $100,000 per year in direct compensation from Visteon or its subsidiaries within the last three
years, other than director or committee fees and pensions or other forms of deferred compensation for prior service (and not
contingent on continued service).
5Is not currently an executive officer or employee of a company that, within the past three years, has made payments to, or
received payments from, Visteon or its subsidiaries for property or services in an amount which, in any single fiscal year,
exceeded the greater of $200,000 or 5% of such other company’s consolidated gross revenues for such year.
6Has no immediate family member(1) who (i) has been employed by Visteon as an officer, (ii) is a current partner of Visteon’s
internal or external auditor or a current employee of Visteon’s internal or external auditor who participates in the audit,
assurance or tax compliance (but not tax planning) practice, (iii) is a former partner or employee of Visteon’s internal or
external auditor who personally worked on Visteon’s audit within the last three years, (iv) has been employed as an officer of
another company where a Visteon executive officer served on the compensation committee of that company within the last
three years, (v) received more than $100,000 per year in direct compensation from Visteon or its subsidiaries other than
pensions or other forms of deferred compensation for prior service (and not contingent on continued service), or (vi) is
currently an officer of a company that has made payments to, or received payments from, Visteon or its subsidiaries for
property or services in an amount which, during any twelve month period, exceeded the greater of $200,000 or 5% of such
other company’s consolidated gross revenues for such year, in each case, within the last three years.
7Is not currently an executive officer of a tax-exempt organization that has received, within the preceding three years,
contributions from Visteon or its subsidiaries in any single fiscal year in excess of the greater of $200,000 or 5% of such
charitable organization’s consolidated gross revenues for such year.
8Does not have any other relationships with the Company or with members of senior management that the Board determines to
be material.
December 14, 2017
(1)A director’s immediate family shall include his or her spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law and brothers and
sisters-in-law and anyone (other than domestic employees) who shares such director’s home.
2026 Proxy Statement | Visteon Corporation | B-1 |
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Appendix B |
Reconciliation of Non-GAAP
Financial Measures
This Proxy Statement contains information regarding Adjusted EBITDA and Adjusted Free Cash Flow, both of which are financial
measures that are not calculated in accordance with GAAP. We believe these non-GAAP financial measures are relevant and
useful for purposes of this Proxy Statement to understand our 2025 performance in relation to the Annual Incentive payments the
Organization and Compensation Committee approved for our NEOs, as described under “Short-Term Incentive Compensation” and
“Annual Incentive Awards.” However, because Adjusted EBITDA and Adjusted Free Cash Flow are not calculated in accordance
with GAAP, these financial measures may not be completely comparable to similarly titled measurers of other companies and, thus,
should not be considered in isolation or as an alternative to measures prescribed by GAAP. Rather, Adjusted EBITDA and Adjusted
Free Cash Flow should be used to supplement the most directly comparable GAAP financial measures in order to provide a greater
understanding of our performance and the 2025 Annual Incentive payments to our NEOs.
The table below reconciles our total net loss attributable to Visteon Corporation calculated in accordance with GAAP to the non-
GAAP measure of Adjusted EBITDA (in millions):
Visteon: | Twelve Months Ended December 31, 2025 |
Net income attributable to Visteon Corporation (1) | $201 |
Depreciation and amortization | 109 |
Restructuring expense | 8 |
Provision for income taxes | 125 |
Non-cash, stock-based compensation expense | 45 |
Interest expense, net | (9) |
Net income attributable to non-controlling interests | 12 |
Equity in net loss income of non-consolidated affiliates | (8) |
Other, net | 9 |
Adjusted EBITDA | $492 |
(1)Amounts shown reflect a change in accounting principle for U.S. deferred tax asset realizability. Refer to Note 1, 'Summary of Significant Accounting Policies' in
Part II, Item 8 of our 2025 Form 10-K for further details on this change.
The table below reconciles our cash provided from operating activities calculated in accordance with GAAP to the non-GAAP
measure of Adjusted Free Cash Flow (in millions):
Total Visteon: | Twelve Months Ended December 31, 2025 |
Cash provided from operating activities | $410 |
Capital expenditures, including intangibles | (133) |
Free cash flow | $277 |
Restructuring related payments | 15 |
Adjusted free cash flow | $292 |
U.S. pension contributions | 17 |
Adjusted free cash flow for Annual Incentive | $309 |
C-1 | Visteon Corporation | 2026 Proxy Statement |
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Appendix C |
Directions to
Grace Lake Corporate Center
Traveling West via I-94 or from Detroit Metropolitan Airport (DTW):
•Take I-275 North
•Exit at Ecorse Rd. (Exit 20). The exit is north of I-94 and south of Michigan Ave.
•Turn right (east) at Ecorse Rd.
•Grace Lake Corporate Center is on the right, approx.1/4 mile from the exit
Traveling East via I-94:
•Exit at Haggerty Rd. (north)
•Take Haggerty Rd., approx. 2 miles, to Ecorse Rd. and turn right (east)
•Grace Lake Corporate Center is on the right, approx. 1 mile
Traveling North or South via I-275:
•Exit at Ecorse Rd. (Exit 20). The exit is north of I-94 and south of Michigan Ave.
•From the North: turn left (east) at Ecorse Rd.
•From the South: turn right (east) at Ecorse Rd.
•Grace Lake Corporate Center is on the right, approx.1/4 mile from the exit
FAQ
What proposals are Visteon (VC) stockholders voting on at the 2026 annual meeting?
Stockholders will vote to elect eight directors, ratify Deloitte & Touche LLP as independent auditor for 2026, and provide a nonbinding advisory approval of Visteon’s executive compensation program, commonly called Say-on-Pay, at the June 11, 2026 annual meeting.
How did Visteon (VC) perform financially in 2025 according to the proxy?
Visteon reported 2025 sales of $3,768 million, adjusted EBITDA of $492 million, and adjusted free cash flow of $292 million. These results helped fund the annual incentive plan at 145% of target for named executives, reflecting stronger cash generation and profitability measures.
What is highlighted about Visteon (VC) executive compensation in the 2026 proxy?
The proxy notes that about 91% of CEO target pay and 76% of other named executive officer pay in 2025 was variable or at risk. Long-term incentives use performance stock units tied to relative total shareholder return and return on invested capital, plus time-vested restricted stock units.
How much support did Visteon (VC) receive on its 2025 Say-on-Pay vote?
Visteon’s executive compensation program received favorable support of approximately 89% of votes cast in the 2025 Say-on-Pay advisory vote. Management and the board view this level of support as a strong indication that shareholders broadly support the current pay design and governance features.
What environmental and climate goals does Visteon (VC) describe in the proxy statement?
Visteon presents 2030 environmental goals targeting lower energy and water use, reduced waste, and higher renewable electricity. It also targets a 45% reduction in operational greenhouse gas emissions and 25% reduction in other indirect emissions, aiming to be carbon neutral by 2040, with targets validated by SBTi.
What are Visteon (VC)’s key long-term incentive performance metrics for executives?
For 2025 grants, performance stock units are split between relative total shareholder return and return on invested capital, each weighted 50%. Awards can pay from 0% to 200% of target over a three-year period, aligning realized compensation with shareholder returns and capital efficiency outcomes.
How does Visteon (VC) describe board independence and structure in the proxy?
The proxy states that 89% of the board is independent, with an independent chair and all board committees composed entirely of independent directors. The board separates the chair and CEO roles and uses majority voting for directors, with a resignation policy if an uncontested nominee fails to receive more “for” than “against” votes.