XML 200 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

Value of Initial Fixed $100

 

Investment Based On:

 

   

   

   

Average

   

   

   

   

   

   

 

Summary

Average

Net Income

 

Summary

Compensation

Compensation

Peer Group 

From

 

Compensation

Compensation

Table Total

Actually Paid

Total 

Total 

Continuing

Adjusted 

 

Table Total for

Actually Paid

for Non-CEO 

to Non-CEO

Stockholder 

Stockholder 

Net Income 

Operations

Operating 

 

Year

CEO(1)

to CEO(2)

NEOs(3)

NEOs(4)

Return(5) 

Return(6) 

($m)(7) 

($m)(8) 

Margin(9) 

 

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

 

2024

$

18,776,878

$

16,815,608

$

5,835,052

$

4,063,335

$

90.19

$

74.69

$

338

$

367

 

10.06

%

2023

$

19,152,545

$

10,883,885

$

6,585,636

$

4,241,623

$

100.38

$

85.14

$

625

$

632

 

9.63

%

2022

$

17,724,227

$

26,426,227

$

5,946,437

$

8,282,011

$

97.64

$

86.80

$

944

$

636

 

10.26

%

2021

$

17,381,923

$

21,213,874

$

5,179,438

$

5,948,497

$

107.51

$

122.86

$

537

$

343

 

10.56

%

2020

$

9,684,088

$

6,500,052

$

2,792,351

$

2,011,211

$

90.80

$

114.73

$

500

$

N/A

 

9.74

%

(1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Lissalde (our Chief Executive Officer in 2024) for each corresponding year in the “Total” column of the Summary Compensation Table.
(2)The dollar amounts reported in column (c) represent the amount of CAP to Mr. Lissalde, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Lissalde’s total compensation from the SCT to determine CAP:

    

    

Deductions

    

Additions

    

Year

    

SCT Total

from SCT(a)

to SCT(b)

CAP

2024

$

18,776,878

$

(11,934,920)

$

9,973,650

$

16,815,608

(a)Represents the grant date fair value of equity-based awards granted each year. We did not report a change in pension values for any of the years reflected in this table; therefore, a deduction from the SCT total related to pension value is not needed.
(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (v) the dollar value of any dividends or other earnings paid on stock in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

    

    

    

    

Fair Value at the

    

    

Year-over-

Change in Fair

End of the Prior

Year Change

Value as of Vesting

Year of Equity

Year End Fair

in Fair Value of

Date of Equity

Awards that Failed

Value of Equity

Outstanding and

Awards Granted

to Meet Vesting

Value of

Awards Granted

Unvested Equity

in Prior Years that

Conditions in

Dividends Related

Total Equity Award

Year

During the Year

Awards

Vested in the Year

the Year

to Equity Awards

Adjustments

2024

$

11,379,010

$

(299,802)

$

(1,398,043)

$

$

292,485

$

9,973,650

(3)The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Lissalde, our Chief Executive Officer in 2024) in the “Total” column of the SCT in each applicable year. The NEOs included for purposes of calculating the average amounts for 2024 are: Mr. Aaron, Ms. Calaway, Mr. Fadool, Mr. Demmerle, and Mr. Nowlan. NEOs included for 2023 and 2022 are as follows: Mr. Nowlan, Mr. Fadool, Mr. Demmerle, and Ms. Calaway. For 2021 and 2020: Mr. Nowlan, Mr. Fadool, Mr. Demmerle, Mr. Ericson, and Ms. Calaway.
(4)The dollar amounts reported in column (e) represent the average amount of CAP to the NEOs as a group (excluding Mr. Lissalde), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the amount of compensation realized by the NEOs as a group (excluding Mr. Lissalde) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K,
the following adjustments were made to average total compensation from the SCT for the NEOs as a group (excluding Mr. Lissalde) for each year to determine CAP:

    

Average

    

Deductions

    

Additions

    

Average

 

Year

SCT Total

from SCT(a)

to SCT(b)

CAP

 

2024

$

5,835,052

$

(3,429,685)

$

1,657,968

$

4,063,335

(a)Represents the grant date fair value of equity-based awards granted each year. We did not report a change in pension values for any of the years reflected in this table; therefore, a deduction from the SCT total related to pension value is not needed.
(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (v) the dollar value of any dividends or other earnings paid on stock in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

    

    

    

Change in

    

Average Fair Value

    

    

 

Year-over-Year

Average Fair Value

at the End of the

Average

 

Change in Average

as of Vesting Date

Prior Year of Equity

Value of

Total

 

Average Year End

Fair Value of

of Equity Awards

Awards that Failed

Dividends

Average

 

Fair Value of Equity

Outstanding and

Granted in Prior

to Meet Vesting

Related

Equity

 

Award Granted

Unvested Equity

Years that Vested

Conditions in

to Equity

Award

 

Year

During the Year

Awards

in the Year

the Year

Awards

Adjustments

 

2024

$

3,357,415

$

(50,724)

$

(259,964)

$

(1,439,963)

$

51,204

$

1,657,968

(5)The Total Stockholder Return shows the value at each year end (including dividend reinvestment to the extent applicable) of $100 invested in our common stock on January 1, 2020.
(6)The Peer Group Total Stockholder Return shows the value at each year end (including dividend reinvestment, to the extent applicable) of $100 invested on January 1, 2020, in companies within Standard Industrial Code (“SIC”) 3714 Motor Vehicle Parts.
(7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(8)The dollar amounts reported represent the amount of net income attributable to continuing operations (i.e., reflecting the PHINIA spin-off) reflected in the Company’s audited financial statements for 2024, 2023, 2022, and 2021.
(9)Adjusted Operating Margin is defined in the Compensation Discussion and Analysis and a reconciliation from US GAAP Operating Income is shown in the Appendix. We have selected Adjusted Operating Margin for this table as the financial performance measure we consider most important in linking compensation actually paid to our NEOs for 2024.
       
Company Selected Measure Name Adjusted Operating Margin        
Named Executive Officers, Footnote
(1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Lissalde (our Chief Executive Officer in 2024) for each corresponding year in the “Total” column of the Summary Compensation Table.
(3)The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Lissalde, our Chief Executive Officer in 2024) in the “Total” column of the SCT in each applicable year. The NEOs included for purposes of calculating the average amounts for 2024 are: Mr. Aaron, Ms. Calaway, Mr. Fadool, Mr. Demmerle, and Mr. Nowlan. NEOs included for 2023 and 2022 are as follows: Mr. Nowlan, Mr. Fadool, Mr. Demmerle, and Ms. Calaway. For 2021 and 2020: Mr. Nowlan, Mr. Fadool, Mr. Demmerle, Mr. Ericson, and Ms. Calaway.
       
Peer Group Issuers, Footnote
(6)The Peer Group Total Stockholder Return shows the value at each year end (including dividend reinvestment, to the extent applicable) of $100 invested on January 1, 2020, in companies within Standard Industrial Code (“SIC”) 3714 Motor Vehicle Parts.
       
PEO Total Compensation Amount $ 18,776,878 $ 19,152,545 $ 17,724,227 $ 17,381,923 $ 9,684,088
PEO Actually Paid Compensation Amount $ 16,815,608 10,883,885 26,426,227 21,213,874 6,500,052
Adjustment To PEO Compensation, Footnote
(2)The dollar amounts reported in column (c) represent the amount of CAP to Mr. Lissalde, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Lissalde’s total compensation from the SCT to determine CAP:

    

    

Deductions

    

Additions

    

Year

    

SCT Total

from SCT(a)

to SCT(b)

CAP

2024

$

18,776,878

$

(11,934,920)

$

9,973,650

$

16,815,608

(a)Represents the grant date fair value of equity-based awards granted each year. We did not report a change in pension values for any of the years reflected in this table; therefore, a deduction from the SCT total related to pension value is not needed.
(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (v) the dollar value of any dividends or other earnings paid on stock in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

    

    

    

    

Fair Value at the

    

    

Year-over-

Change in Fair

End of the Prior

Year Change

Value as of Vesting

Year of Equity

Year End Fair

in Fair Value of

Date of Equity

Awards that Failed

Value of Equity

Outstanding and

Awards Granted

to Meet Vesting

Value of

Awards Granted

Unvested Equity

in Prior Years that

Conditions in

Dividends Related

Total Equity Award

Year

During the Year

Awards

Vested in the Year

the Year

to Equity Awards

Adjustments

2024

$

11,379,010

$

(299,802)

$

(1,398,043)

$

$

292,485

$

9,973,650

       
Non-PEO NEO Average Total Compensation Amount $ 5,835,052 6,585,636 5,946,437 5,179,438 2,792,351
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,063,335 4,241,623 8,282,011 5,948,497 2,011,211
Adjustment to Non-PEO NEO Compensation Footnote
(4)The dollar amounts reported in column (e) represent the average amount of CAP to the NEOs as a group (excluding Mr. Lissalde), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the amount of compensation realized by the NEOs as a group (excluding Mr. Lissalde) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K,
the following adjustments were made to average total compensation from the SCT for the NEOs as a group (excluding Mr. Lissalde) for each year to determine CAP:

    

Average

    

Deductions

    

Additions

    

Average

 

Year

SCT Total

from SCT(a)

to SCT(b)

CAP

 

2024

$

5,835,052

$

(3,429,685)

$

1,657,968

$

4,063,335

(a)Represents the grant date fair value of equity-based awards granted each year. We did not report a change in pension values for any of the years reflected in this table; therefore, a deduction from the SCT total related to pension value is not needed.
(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (v) the dollar value of any dividends or other earnings paid on stock in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

    

    

    

Change in

    

Average Fair Value

    

    

 

Year-over-Year

Average Fair Value

at the End of the

Average

 

Change in Average

as of Vesting Date

Prior Year of Equity

Value of

Total

 

Average Year End

Fair Value of

of Equity Awards

Awards that Failed

Dividends

Average

 

Fair Value of Equity

Outstanding and

Granted in Prior

to Meet Vesting

Related

Equity

 

Award Granted

Unvested Equity

Years that Vested

Conditions in

to Equity

Award

 

Year

During the Year

Awards

in the Year

the Year

Awards

Adjustments

 

2024

$

3,357,415

$

(50,724)

$

(259,964)

$

(1,439,963)

$

51,204

$

1,657,968

       
Compensation Actually Paid vs. Total Shareholder Return

The chart below shows the comparison of Compensation Actually Paid to the CEO and non-CEO NEOs and TSR for the Company and Peer Group.

Graphic

       
Compensation Actually Paid vs. Net Income

The chart below shows the comparison of Compensation Actually Paid for the CEO and non-CEO NEOs and Net Income.

Graphic

       
Compensation Actually Paid vs. Company Selected Measure

The chart below shows the comparison of Compensation Actually Paid for the CEO and non-CEO NEOs and Adjusted Operating Margin.

Graphic

       
Total Shareholder Return Vs Peer Group

The chart below shows the comparison of Compensation Actually Paid to the CEO and non-CEO NEOs and TSR for the Company and Peer Group.

Graphic

       
Tabular List, Table

In our assessment, the most important financial performance measures used to link CAP to Company performance in 2024 are listed in the table below, not ranked in order of importance. The role of each of these performance measures in our executive compensation program is discussed in the “Compensation Discussion and Analysis.”

Adjusted Operating Margin

     

eProducts AOM

Free Cash Flow

Foundational AOM

eProducts Revenue

 

Relative Total Stockholder Return

       
Total Shareholder Return Amount $ 90.19 100.38 97.64 107.51 90.8
Peer Group Total Shareholder Return Amount 74.69 85.14 86.8 122.86 114.73
Net Income (Loss) $ 338,000,000 $ 625,000,000 $ 944,000,000 $ 537,000,000 $ 500,000,000
Company Selected Measure Amount 10.06 9.63 10.26 10.56 9.74
PEO Name Mr. Lissalde        
Net Income From Continuing Operations $ 367,000,000 $ 632,000,000 $ 636,000,000 $ 343,000,000  
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted Operating Margin        
Non-GAAP Measure Description
(9)Adjusted Operating Margin is defined in the Compensation Discussion and Analysis and a reconciliation from US GAAP Operating Income is shown in the Appendix. We have selected Adjusted Operating Margin for this table as the financial performance measure we consider most important in linking compensation actually paid to our NEOs for 2024.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name eProducts AOM        
Measure:: 3          
Pay vs Performance Disclosure          
Name Free Cash Flow        
Measure:: 4          
Pay vs Performance Disclosure          
Name Foundational AOM        
Measure:: 5          
Pay vs Performance Disclosure          
Name eProducts Revenue        
Measure:: 6          
Pay vs Performance Disclosure          
Name Relative Total Stockholder Return        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (11,934,920)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 9,973,650        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 11,379,010        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (299,802)        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,398,043)        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 292,485        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,429,685)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,657,968        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,357,415        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (50,724)        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (259,964)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,439,963)        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 51,204