Autoliv, Inc. Non-Employee Director Compensation Policy (Effective November 1, 2022)

Summary

This policy outlines the compensation structure for non-employee directors of Autoliv, Inc., effective November 1, 2022. Non-employee directors receive annual retainers paid in cash and restricted stock units (RSUs), with additional supplemental retainers for certain leadership roles. Payments are made bi-annually and may be prorated based on appointment or departure dates. RSUs vest after one year or at the next annual meeting, provided the director remains in service. Directors must also comply with a stock ownership policy. The policy is overseen by the Board and its committees.

EX-10.1 2 alv-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

AUTOLIV, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Effective November 1, 2022

I. Adoption Date; Effective Date. On September 12, 2022 (the “Adoption Date”), the Board adopted this Non-Employee Director Compensation Policy, to be effective November 1, 2022.

II. Retainers. The following retainers, subject to proration as described below, shall remain in effect until changed by the Board:


	Cash	RSUs (Grant Date Value)	Total Retainer
Annual Base Retainer
All Non-Employee Directors	$127,500	$147,500	$275,000
Annual Supplemental Retainers
Non-Executive Chairman	$85,000	$85,000	$170,000
Lead Independent Director	$40,000	-	$40,000
Audit and Risk Committee Chair	$30,000	-	$30,000
Leadership Development and Compensation Committee Chair	$20,000	-	$20,000
Nominating and Corporate Governance Committee Chair	$20,000	-	$20,000

III. Payment Schedule

Annual Base Retainer

Payment in Cash. The cash portion of the applicable retainer will be paid (a) bi-annually, (b) at the end of each 6-month period to cover services during such periods and (c) prorated as described below.


“Bi-Annual Service Period”	Payment Date*
June 1 to November 30	November 30
December 1 to May 31	May 31

•

If a non-employee director is newly appointed or elected to the Board at the AGM, then his or her first bi-annual cash payment will take place at the end of November to cover the 6-month period during June-November.

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If a non-employee director is newly appointed or elected to the Board at any time other than at an AGM, then his or her first bi-annual cash payment will be prorated to reflect the number of full calendar months of service between the effective date of the non-employee director’s appointment and the last day of the respective bi-annual service period (e.g., if a non-employee director is appointed to the Board on July 15, then his or her first quarterly cash payment will be with respect to service during August-November of such bi-annual service period)

•

If a non-employee director is not re-elected at the AGM, then he or she will receive any cash payment for services during the month of such AGM.

Exhibit 10.1

•

If a non-employee director leaves the Board of Directors at any time other than at an AGM, the cash payment for the respective bi-annual service period will be prorated to reflect the number of full calendar months of service between the beginning of such bi-annual service period and the termination date.

*If the payment date is not a business day, then the applicable payment shall be made on the first business day immediately following the payment date.

Payment in Stock. Subject to share availability under the amended and restated Autoliv, Inc. 1997 Stock Incentive Plan, as the same may be amended from time to time (the “Plan”), a portion of the applicable retainer(s) may be paid in the form of restricted stock units (the “Annual RSU Award”) granted on the date that the AGM is held (or, if the person becomes a non-employee director at any time other than at an AGM, the first business day following the effective date on which the person becomes a non-employee director) (in either case, a “RSU Grant Date”). The Annual RSU Awards will be granted under, and subject to the terms and conditions of, the Plan, and will vest on the earlier of (i) date of the next AGM, or (ii) the one-year anniversary of the RSU Grant Date (the “RSU Vesting Date”), subject to the non-employee director’s continued service on the Board on the RSU Vesting Date. If a non-employee director’s service on the Board terminates for any reason prior to the RSU Vesting Date, then he or she will forfeit the Annual RSU Award. The number of RSUs granted pursuant to the Annual RSU Award will be determined by (A) dividing the RSU Grant Date Value amount in the table above by the closing price of a share of Common Stock on the RSU Grant Date and (B) rounding to the nearest whole number. If a non-employee director is newly appointed or elected to the Board at any time other than at an AGM, then the dollar value of his or her Annual RSU Award will be prorated based on the number of full calendar months between the effective date of the non-employee director’s appointment or election through the month in which the next AGM will be held.

Lead Director and Committee Chair Retainers

Lead Director and Committee Chair annual supplemental retainers will be paid in cash bi-annually at the end of each 6-month service period, as set forth in the table for cash payments above, and subject to proration as described under the “Annual Base Retainer” section above. In the event a non-employee director is serving as Committee Chair during a Quarterly Service period and leaves such appointment to be appointed as a Committee Chair with a higher retainer or as Lead Director during the same Quarterly Service Period, the quarterly retainer for such director will be re-calculated pro-rated for days of service in each role during the quarter and the difference is paid on the third business day following his or her appointment.

Stock Ownership Policy. Non-employee directors are required to hold shares of Common Stock granted pursuant to the Annual Stock Grants until he or she has met the ownership requirements set forth in the Autoliv, Inc. Stock Ownership Policy for Non-Employee Directors. Compliance with this policy is monitored by the Nominating and Corporate Governance Committee.