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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
VISTEON CORPORATION
(Name of Registrant as Specified in its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee paid previously with preliminary materials.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DATE:
THURSDAY, JUNE 10, 2021
TIME:
10:00 AM EASTERN DAYLIGHT TIME
LOCATION:
GRACE LAKE CORPORATE CENTER
ONE VILLAGE CENTER DRIVE
VAN BUREN TOWNSHIP, MICHIGAN
To Visteon Stockholders,
We invite you to attend our 2021 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 eight directors to the Board of Directors. The Board has nominated for election James J. Barrese, Naomi M. Bergman, Jeffrey D. Jones, Sachin S. Lawande, Joanne M. Maguire, Robert J. Manzo, Francis M. Scricco, and David L. Treadwell, all current directors.
2.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2021.
3.
Provide advisory approval of the Company’s executive compensation.
4.
Approve the Company’s Third Amended and Restated Certificate of Incorporation.
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 16, 2021 will be entitled to vote at the meeting or any adjournment thereof.
We continue to monitor developments regarding the coronavirus (COVID-19) pandemic. In the interest of the health and well-being of our stockholders, we are also planning to host a listen-only call on the day of the meeting. If you wish to attend the meeting in person, you will need to RSVP and print your admission ticket at www.proxyvote.com. An admission ticket together with photo identification must be presented in order to be admitted to the meeting. Please refer to page 3 of the proxy statement for further details.
By order of the Board of Directors

Heidi A. Sepanik
Secretary
The accompanying proxy statement is dated April 30, 2021 and, 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 30, 2021.

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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 2020 performance, please read our 2020 Annual Report. The annual meeting will take place:
Date:
June 10, 2021
Place:
Grace Lake Corporate Center
One Village Center Drive
Van Buren Township, Michigan
Time:
10 a.m. ET
Please vote your shares promptly, as this will save the expense of additional proxy solicitation.
You may submit your vote by Internet, telephone, mail or in person.

Visit the website listed 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/voting instruction form 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.
ITEMS TO BE CONSIDERED & BOARD RECOMMENDATIONS
ITEM
VOTES REQUIRED
FOR APPROVAL
BOARD’S VOTING
RECOMMENDATION
PAGE
REFERENCE
 
 
 
 
 
Item 1
Elect directors
Majority of votes cast
FOR
each nominee
 
 
 
 
Item 2
Ratify the appointment of Ernst & Young LLP as our independent auditor for the year ending December 31, 2021
Majority of votes present
FOR
Item 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
Item 4
Approve Third Amended & Restated Certificate of Incorporation
Majority of outstanding shares
FOR
This Proxy Statement and our 2020 Annual Report are available electronically on our hosted website at www.proxyvote.com and accessible via the QR code at the right. The Notice and proxy materials are first being made available to our shareholders on or about April 30, 2021.


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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
James J. Barrese
52
2017
X
Former CTO and SVP Payment Services Business of PayPal, Inc.
1
Naomi M. Bergman
57
2016
X
President of Advance/Newhouse companies
1
Jeffrey D. Jones
68
2010
X
Attorney, Kim & Chang
Sachin S. Lawande
53
2015
CEO and President of Visteon Corporation
1
Joanne M. Maguire
67
2015
X
Former EVP of Lockheed Martin Corporation
2
Robert J. Manzo
63
2012
X
Managing Member of RJM, LLC
2
Francis M. Scricco
71
2012
X
Former SVP, Avaya, Inc. and former President and CEO of Arrow Electronics, Inc.
1
David L. Treadwell
66
2012
X
Former CEO and President of EaglePicher Corporation
2
DIRECTOR DASHBOARD

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VISTEON CORPORATION
One Village Center Drive
Van Buren Township, Michigan 48111
PROXY STATEMENT
April 30, 2021
Introduction
The Board of Directors of Visteon Corporation (“Visteon,” the “Company,” “we,” “us” or “our”) is soliciting your proxy to encourage your participation in the voting at the Annual Meeting of Stockholders. You are invited to attend the Annual Meeting and vote your shares directly. However, even if you do not attend, you may vote by proxy. As shown in the Notice of Annual Meeting, the Annual Meeting will be held on Thursday, June 10, 2021, at the Grace Lake Corporate Center in Van Buren Township, Michigan. Directions to the meeting location can be found in Appendix C.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2021
Our Notice of Annual Meeting and Proxy Statement, Annual Report to Stockholders, 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. The Notice of Internet Availability of Proxy Materials contains important information, including instructions on how to access and review the proxy materials online and how to vote your shares over the Internet or by telephone. If you receive a Notice, 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 Admission
To attend the meeting, you will need to bring an admission ticket and photo identification. You will need to print an admission ticket in advance by visiting www.proxyvote.com and following the instructions there. You will need the 12-digit control number to access www.proxyvote.com. You can find your control number on:
Your proxy card included with this proxy statement if it was mailed to you; or
Your voting instruction card if you hold your shares in street name through a broker or other nominee.
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 who has obtained an admission ticket. You must present that proxy and admission ticket, as well as valid photo identification, at the entrance to the meeting. For questions about admission to the Annual Meeting, please contact our Investor Relations department at (734) 710-7893.
If you prefer to listen to the meeting via the concurrent conference call, you must register for meeting admission as described above. The dial-in numbers to listen to the call will be:
U.S./Canada: 866-411-5196
Outside U.S./Canada: 970-297-2404
You will be asked to provide conference ID 9482559, your name and admission ticket number. Call participants will not have the ability to submit or change any stockholder votes or ask questions.
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

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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 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 9, 2021. 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 9, 2021. 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.
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.
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, for the approval of the Company’s executive compensation, and for approval of the Third Amended and Restated Certificate of Incorporation. 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 9, 2021);
Voting again by Internet or telephone prior to 11:59 p.m. EDT on June 9, 2021 (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.
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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 16, 2021. As of April 16, 2021, the Company had issued and outstanding 27,962,269 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 17.
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.
Approval of the Third Amended and Restated Certificate of Incorporation. The affirmative vote of the holders of a majority of the outstanding shares is required to approve the Third Amended and Restated Certificate of Incorporation. An abstention will have the effect of a negative vote on this proposal.
Other Proposals. For each proposal other than the election of directors and approval of the certificate of incorporation, 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.
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, such as the election of directors and approval of the Certificate of Incorporation, 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 and the approval of the Third Amended and Restated Certificate of Incorporation will be considered “routine” matters. The election of directors and the approval of the Company’s executive compensation 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://investors.visteon.com/sec-filings.
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 $10,000 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.

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ITEM 1. ELECTION OF DIRECTORS
The first proposal on the agenda for the Annual Meeting will be electing eight directors to hold office until the Annual Meeting of Stockholders to be held in 2022. 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 based on certain factors. 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.
Director Nomination Process
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 2021, 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. 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. Although the Board does not establish specific goals with respect to diversity, the Board’s overall diversity is a significant consideration in the nomination process. As part of the nominee selection process, the Corporate Sustainability and Governance Committee reviewed the diversity of the Board, including the demographic information set forth below provided by all director nominees. Based upon the review of the Corporate Sustainability and Governance Committee, 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.
Board Diversity Matrix as of April 1, 2021
Board Size:
 
 
 
 
Total Number of Directors
8
Gender:
Male
Female
Non-binary
Gender Undisclosed
Number of Directors Based on Gender Identity
6
2
Number of Directors who Identify in any of the categories below:
 
 
 
 
African American or Black
Alaska Native or American Indian
Asian
1
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White
5
2
Two or More Races or Ethnicities
LGBTQ+
 
 
1
 
Undisclosed
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The Board concurred with the recommendations of the Corporate Sustainability and Governance Committee. 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. All the nominees are current directors who have been elected by stockholders at the last annual meeting of stockholders.
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.
Barrese
Bergman
Jones
Lawande
Maguire
Manzo
Scricco
Treadwell
Skills & Experience
 
 
 
 
 
 
 
 
Public Company Board Experience
X
X
X
X
X
X
X
X
Automotive Industry Experience
 
 
X
X
 
X
 
X
Senior Leadership Experience
X
X
X
X
X
X
X
X
International Business Experience
X
 
X
X
X
 
X
X
Financial Literacy
X
X
X
X
X
X
X
Technology/Systems Expertise
X
X
 
X
X
 
 
 
Marketing/Sales Experience
X
X
X
X
Academic/Research Experience
X
 
 
 
X
 
 
 
Military Service
X
Government/Public Policy Expertise
 
 
X
 
X
 
 
 
Nominees for Directors
James J. Barrese is 52 years old. He has been a director of Visteon since January 2, 2017. Mr. Barrese is the former Chief Technology Officer and Senior Vice President, Payment Services Business of Paypal, Inc., a digital and mobile payments company, a position he held from February 2015 to June 2016. Prior to that he was Paypal’s Chief Technology Officer from February 2012 to January 2015 and Vice President of Global Product Development from August 2011 to January 2012. Mr. Barrese spent nearly 10 years in executive technology roles at eBay, Inc., he served as Vice President of engineering at Charitableway.com, Inc., was a manager at Andersen Consulting, Inc. and a programmer in the Materials Science Department at Stanford University. He is also a veteran of the U.S. military. Mr. Barrese is the owner of the consulting company Altos Group and he currently also serves on the boards of publicly-traded Idemia and Waystar, Inc. which is a privately-held company. During the past five years, Mr. Barrese also served on the board of Marin Software and Merrill Corporation.
Mr. Barrese has a deep knowledge of digital transformation, technology strategy, architecture, analytics and cloud computing.
Naomi M. Bergman is 57 years old. She has been a director of Visteon since October 1, 2016. Ms. Bergman is a senior executive officer of Advance/Newhouse companies, a multimedia company, a position she has held since May 2016. Prior to that, she served as President of Bright House Networks, LLC, a cable service provider, from 2007 to 2016. Ms. Bergman currently serves on the board of Comcast Corporation and privately-held companies 1010data, Inc., Astra Space, Inc., Black & Veatch Holding Company, and HawkEye 360 Inc. Ms. Bergman also serves on the Federal Communications Commission Technical Advisory Committee, the Board of Trustees for the University of Rochester, and she is a board member of non-profit organizations The Cable Center, Adaptive Spirit and One Revolution. During the past five years, she also served on the board of CableOne, Inc.
Ms. Bergman brings to the Board her experience and expertise in technology and operations from her experiences in the cable and telecommunications industry.
Jeffrey D. Jones is 68 years old and he has been a director of Visteon since October 1, 2010. 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.

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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.
Sachin S. Lawande is 53 years old and has been Visteon’s Chief Executive Officer, President and a director of the Company since June 29, 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, he also served on the board of directors of DXC Technology Company.
Mr. Lawande has extensive experience in the automotive industry, including leadership roles with a global automotive components supplier. He also has deep experience with the technology sector.
Joanne M. Maguire is 67 years old and has been a Director of Visteon since January 6, 2015. 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. 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. and Tetra Tech, Inc. as well as Charles Stark Draper Laboratory, Inc., a non-profit research and development organization.
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 is 63 years old and he has been a director of Visteon since June 14, 2012. 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 ADVANZ PHARMA Corp. and Bristow Group Inc.
Mr. Manzo has extensive experience advising companies and management in the automotive and other industries, and possesses financial and accounting expertise.
Francis M. Scricco is 71 years old. He was appointed Visteon’s non-Executive Chairman of the Board on September 30, 2012, and has been a director of Visteon since August 10, 2012. 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 board of Masonite International Corporation as well as Transportation Insight, LLC, a privately held company. Within the last five years, he also served on the board of directors of Tembec, Inc.
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.
David L. Treadwell is 66 years old and he has been a director of Visteon since August 10, 2012. Mr. Treadwell currently serves on the boards of Flagstar Bank and U.S. Well Services, Inc. which are publicly traded on U.S. stock exchanges. Mr. Treadwell also serves as Chairman of Tweddle Group, provider of automotive owner manuals/information, since September 2018; and Chairman of AGY, LLC, a producer of high tech glass fiber for a variety of global applications, since July 2013. Mr. Treadwell served as President and CEO of EP Management
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Corporation, formerly known as EaglePicher Corporation, from August 2006 to September 2011. Mr. Treadwell was EaglePicher’s chief operating officer from June 2005 to July 2006. Prior to that, he served as Oxford Automotive’s CEO from 2004 to 2005. During the past five years, Mr. Treadwell has also served on the board of directors of C & D Technologies, FairPoint Communications Inc., Revere Industries and Sungard Availability Services Capital, Inc.
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 James J. Barrese, Naomi M. Bergman, Jeffrey D. Jones, Sachin S. Lawande, Joanne M. Maguire, Robert J. Manzo, Francis M. Scricco, and David L. Treadwell as Directors.

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CORPORATE GOVERNANCE
Highlights
The Company believes good governance is a critical element to achieving long-term 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. The following table summarizes certain highlights of our corporate governance practices and policies:
Annual election of all directors
Majority voting for directors
88% of Board is independent
Independent Board Chair
Board Chair and Chief Executive Officer roles separated
All Board Committees composed entirely of independent directors
Proxy access right granted to shareholders
Annual Board and committee evaluations
Executive sessions of independent directors held at each regularly scheduled Board meeting
Commitment to corporate social responsibility
Board considers diversity when evaluating prospective directors
Share ownership guidelines for directors and executives
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.
Board Leadership Structure
After considering evolving governance practices and its current profile, 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:
To preside at all meetings of stockholders;
To convene and preside at all meetings of the Board, including executive sessions of the independent directors;
Develop, with the assistance of the Chief Executive Officer (the “CEO”), the agenda for all Board meetings;
Collaborate 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;
Advise the CEO on the quantity, quality, and timeliness of information delivered by management to the Board and provide input so that directors can effectively and responsibly perform their duties;
Counsel the CEO on issues of interest or concern to directors and encourage all directors to engage the CEO with their interests and concerns;
Serve 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;
Assist the Board and the Company’s officers in assuring compliance with and implementation of the Company’s Corporate Governance Guidelines;
Work in conjunction with the Corporate Sustainability and Governance Committee to recommend revisions, as appropriate, to the Corporate Governance Guidelines;
Make 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);
Work 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;
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Represent 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;
Convene special meetings of the Company’s stockholders consistent with the terms of the Company’s Bylaws from time to time in effect; and
Help 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.
Board Risk Oversight
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 has reviewed, overseen and continues to monitor the identification of COVID-19 risks and mitigation strategies related to the Company’s return-to-work procedures, business strategy, business continuity, 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, 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 Finance and Corporate Strategy Committee oversees risks associated with financial instruments, financial policies and strategies, and capital structure.
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 and surveys 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 continuity. The results of management’s review are reported to the Board as appropriate by the Chief Executive Officer, Chief Financial Officer and/or General Counsel.
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, Corporate Sustainability and Governance, Finance and Corporate Strategy, and Technology 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.
The Board undertook its annual review of director independence in March 2021, 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, namely Ms. Bergman, Ms. Maguire and Messrs. Barrese, Jones, 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.

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Meetings and Executive Sessions
During 2020, the Board of Directors held nine (9) 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 2020. All current directors who were also on the Board at the time of such meeting attended the last Annual Meeting of stockholders in 2020.
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 five 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
The Board has a standing Audit Committee, currently consisting of Robert J. Manzo (Chair), Naomi M. Bergman and David L. Treadwell, 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. 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 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. During 2020, the Audit Committee held six (6) regularly scheduled and special meetings. 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 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/about-us/corporate-governance/. The Audit Committee Report can be found beginning on page 45.
Corporate Sustainability and Governance Committee
The Board also has a standing Corporate Sustainability and Governance Committee, consisting of Robert J. Manzo (Chair), James J. Barrese, and Jeffrey D. Jones, all of whom are considered independent under the Nasdaq Stock Market listing standards and the Visteon Director Independence Guidelines. During 2020, the Corporate Sustainability and Governance Committee held four (4) regularly scheduled and special meetings. 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;
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to review and monitor environmental, safety and health matters; and
to oversee the Company’s sustainability 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/about-us/corporate-governance/.
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 2020, 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 outside director compensation, and the firm of Korn Ferry to provide potential director candidates for review by the Committee.
Organization and Compensation Committee
The Board also has a standing Organization and Compensation Committee, consisting of David L. Treadwell (Chair), Jeffrey D. Jones and Joanne M. Maguire, all of whom are considered independent under the Nasdaq Stock Market listing standards and the Visteon Director Independence Guidelines. During 2020, the Organization and Compensation Committee held eight (8) regularly scheduled and special meetings, and took action by written consent one time in lieu of a meeting. The Organization and Compensation Committee oversees the Company’s programs for compensating executive officers and other key management employees, including the administration of the Company’s stock-based compensation plans, and approves the salaries, bonuses and other awards to executive officers. Other 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/about-us/corporate-governance/.
The Chief Executive Officer of the Company, with the consultation of the Chief Human Resources Officer, provides recommendations to the committee on the amount and forms of executive compensation, and assists in the preparation of Committee meeting agendas. Pursuant to the Company’s 2020 Incentive Plan, the Committee may delegate its power and duties under such plan to a committee consisting of two or more officers of the Company except in respect of individuals subject to the reporting or liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended. The Committee has authorized the Chief Human Resources Officer, together with the concurrence of either of the Chief Financial Officer or the General Counsel, to approve awards of up to 5,000 shares of restricted stock, restricted stock units and/or performance stock units (subject to an annual limit of 50,000 shares of restricted stock, restricted stock units and/or performance stock units) and up to 10,000 stock options and/or stock appreciation rights (subject to an annual limit of 100,000 stock options and/or stock appreciation rights ) to individuals the Company desires to hire or retain, except any individual who is or upon commencing employment will be subject to the liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended.
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 2020, 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.

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Technology Committee
The Board has a standing Technology Committee. The current members are Joanne M. Maguire (Chair), James J. Barrese, and Naomi M. Bergman, all of whom are considered independent under the Nasdaq Stock Market listing standards and the Visteon Director Independence Guidelines. During 2020, the Technology Committee held two (2) regularly scheduled meetings. 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; and
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.
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/about-us/corporate-governance/.
Finance and Corporate Strategy Committee
The Board has a standing Finance and Corporate Strategy Committee, consisting of Francis M. Scricco (Chair), and Jeffrey D. Jones, both of whom are considered independent under the Nasdaq Stock Market listing standards and the Visteon Director Independence Guidelines. During 2020, the Finance and Corporate Strategy Committee held three (3) regularly scheduled meetings which all of the directors attended. The duties of the Finance and Corporate Strategy Committee generally are:
to review and make recommendations to the Board regarding the Company’s cash flow, capital expenditures and financing requirements;
to review the Company’s policies with respect to financial risk assessment and management including investment strategies and guidelines;
to review and make recommendations on mergers, acquisitions and other major financial transactions requiring Board approval;
to consider and recommend to the Board stock sales, repurchases or splits, as appropriate, and any changes in dividend policy; and
to evaluate bona fide proposals in respect of major acquisitions, dispositions, mergers and other transactions for recommendation to the Board.
The charter of the Finance and Corporate Strategy Committee, as well as any future revisions to such charter, is available on the Company’s website at https://www.visteon.com/company/about-us/corporate-governance/.
The Board is recommending that the Finance and Corporate Strategy Committee be dissolved upon approval of the Third Amended and Restated Certificate of Incorporation as described in Item 4 of this proxy statement. The duties of this Committee will be addressed by the full Board.
Environment, Social and Governance Practices
The Company and its Board of Directors believe that a commitment to positive environmental, social and governance-related business practices strengthens the Company, increases its connection with the stockholders and helps it to better serve its customers and the communities in which it operates. The Company’s commitment to social responsibility extends to 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 and Management are developing a multi-year road map to enhance the Company’s environmental, social and governance-related programs and disclosures, including assessment of the potential risks associated with climate change. Management provides regular reports and presentations to the Corporate Sustainability and Governance Committee on the Company’s environmental and social initiatives. The Company published its first corporate sustainability report in 2005 and continues to update it annually. Additional information about Visteon’s corporate social responsibility efforts is available on our website at https://www.visteon.com/company/sustainability/.
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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/policies-compliance/.
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://investors.visteon.com/investor-contact, 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 49), and any such nomination will also be automatically submitted to the Corporate Sustainability and Governance Committee for consideration.

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DIRECTOR COMPENSATION
The table below summarizes the compensation paid by the Company to non-employee directors for the fiscal year ended December 31, 2020. Directors who are employees of the Company receive no additional compensation for serving on the board.
Name
Fees Earned or
Paid in Cash
($)(1)
Stock Awards
($)(2)
All Other
Compensation
($)
Total
($)
James J. Barrese
87,875
105,000
192,875
Naomi M. Bergman
97,125
105,000
210,000
Jeffrey D. Jones
87,875
105,000
192,875
Joanne M. Maguire
87,875
105,000
192,875
Robert J. Manzo
120,250
105,000
225,250
Francis M. Scricco
87,875
255,000
342,875
David L. Treadwell
106,375
105,000
211,375
Harry J. Wilson(3)
52,500
52,500
Rouzbeh Yassini-Fard(3)
97,125
210,000
(1)
The following directors deferred 2020 cash compensation into their deferred unit account under the 2020 Incentive Plan (further described below):
Name
2020 Cash
Deferred ($)
Ms. Bergman
97,125
Mr. Yassini-Fard
97,125
(2)
As of December 31, 2020, and pursuant to the Visteon Corporation 2020 Incentive Plan (described further below), Mr. Barrese owned 6,030 stock units, Ms. Bergman owned 6,477 stock units, Ms. Maguire and Mr. Treadwell each owned 8,495 stock units, Messrs. Jones and Manzo each owned 9,976, Mr. Scricco owned 22,109 stock units, and Messrs Wilson and Yassini-Fard each owned 7,048 stock units.
(3)
Mr. Willson’s last day of Board service was June 3, 2020, and Mr. Yassini-Fard’s last day of Board service was December 16, 2020.
All non-employee directors currently receive an annual cash retainer of $95,000. In 2020, Committee chairs, except for the Chair of the Audit Committee, and Audit Committee members received an additional annual committee retainer of $10,000. The Chair of the Audit Committee received an additional annual retainer of $15,000. All 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. In April 2020 and in coordination with the compensation reductions for the Named Executive Officers, the Board of Directors agreed to reduce the third quarter installment of the cash retainer paid to non-employee directors by 30%.
Non-employee directors may elect to defer up to 100% of their total retainer and any cash payments under the 2020 Incentive Plan 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 July 2020, pursuant to the terms of the 2020 Incentive Plan, each of the non-employee directors received a deferred stock unit award valued at $105,000 and the non-Executive Chairman of the Board received an additional 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 the value of this account is directly related to the performance of the Company’s common stock. Amounts attributed to a director’s unit account under the 2020 Incentive Plan will not be distributed until after termination of his or her 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 units held under the 2020 Incentive Plan, Non-employee Director Stock Unit Plan, and the Deferred Compensation Plan for Non-Employee Directors cannot be sold or transferred during a director’s service on the Company’s board. The Company believes that this restriction best links director and stockholder interests. The Company’s current stock ownership guidelines also require non-employee directors to hold all their equity-based awards received from the Company until termination of board service.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following 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 16, 2021 (27,962,269 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 16, 2021. 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)
Name
Number(1)
Percent of
Outstanding
Sachin S. Lawande
336,926
​1.2%
39,284
James J. Barrese
*
6,030
Naomi M. Bergman
1,000
*
12,183
Jeffery D. Jones
*
9,976
Joanne M. Maguire
*
8,495
Robert J. Manzo
8,000
*
9,976
Francis M. Scricco
6,350
*
22,109
David L. Treadwell
4,000
*
8,495
Jerome J. Rouquet
7,585
*
9,190
Matthew M. Cole
20,904
*
2,712
Brett D. Pynnonen
17,274
*
4,951
Robert R. Vallance
30,960
*
3,190
All executive officers and directors as a group (15 persons)
446,772
​1.6%
141,290
*
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 or stock appreciation rights granted by the Company and exercisable on or within 60 days after April 16, 2021: Mr. Lawande (193,127 shares), Mr. Rouquet (4,675 shares), Mr. Cole (8,668), Mr. Pynnonen (11,827 shares), and Mr. Vallance (14,109 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, and are payable following termination of Board service 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, which are payable upon vesting in shares of common stock or cash at the election of the Company.

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Other Beneficial Owners
The Company believes that the following table is an accurate representation of beneficial owners of more than 5% of any class of the Company’s voting securities as of April 16, 2021. The table is based upon reports on Schedules 13G and 13D and Forms 4 filed with the SEC or other information believed to be reliable.
Title of Class
Name and Address of Beneficial Owner
Amount and Nature of
Ownership
Percent
of
Class
Common Stock
Blackrock, Inc.
55 East 52nd Street
New York, New York 10055
3,446,422 total aggregate shares
(3,359,734 shares held with sole
voting power and 3,446,422 shares
held with sole dispositive power)
12.4%
Common Stock
Janus Henderson Group plc
201 Bishopsgate
United Kingdom EC2M 3AE
2,761,794 total aggregate shares
(2,761,794 shares held with shared
voting and dispositive power)
9.9%
Common Stock
The Vanguard Group
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
2,649,013 total aggregate shares
(63,545 shares with shared
voting power; 2,563,158 shares
held with sole dispositive
power, and 85,855 shares held with
shared dispositive power)
9.52%
Common Stock
Invesco Ltd.
1555 Peachtreet Street NE, Ste. 1800
Atlanta, Georgia 30309
2,506,633 total aggregate shares
(2,460,575 shares held with sole
voting power and 2,506,633 shares
held with sole dispositive power)
9.0%
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. In addition, 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. 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 49 of this proxy statement under “Miscellaneous” for instructions on how to obtain a copy.
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis presents compensation information for the following current and former executive officers named in the Summary Compensation Table beginning on page 31 (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 General Counsel;
Robert R. Vallance, Senior Vice President, Customer Business Groups;
Matthew M. Cole, Senior Vice President, Product Delivery;
Sunil K. Bilolikar, Former Senior Vice President, Manufacturing Operations and Supply Chain; and
William M. Robertson, Former Vice President and Interim Chief Financial Officer.
Executive Summary
Visteon is a technology leader in automotive electronics dedicated to creating a more enjoyable, connected and safe driving experience. The Company’s platforms leverage proven, scalable hardware and software solutions that enable the digital, electric and autonomous evolution of our global automotive customers, including Ford, Mazda, Renault/Nissan, General Motors, Volkswagen, Jaguar/Land Rover, Daimler, Honda and BMW. The automotive electronics market is expected to grow faster than underlying vehicle production volumes as the vehicle shifts from analog to digital and towards device and cloud connectivity, electric vehicles, and more advanced safety features. Visteon products align with key industry trends and include digital instrument clusters, information displays, Android-based infotainment systems, and SmartCore™ cockpit domain controllers. The Company’s cockpit electronics technology also includes the industry’s first wireless battery management system and the development of the DriveCore™ advanced driver assistance system.
Visteon is headquartered in Van Buren, Township, Michigan, and has a global network of manufacturing operations, technical centers and joint venture operations, supported by approximately 10,000 employees. The Company's manufacturing and engineering footprint is principally located outside of the U.S., primarily in Mexico, Bulgaria, Portugal, India and China.
The automotive industry was negatively impacted in 2020 by the global coronavirus pandemic, with industry production coming to a stop at most locations at varying times throughout the first half of the year. This unprecedented industry disruption was followed by a faster than anticipated recovery in the second half of the year. Visteon proactively implemented actions early in 2020 to generate cash and adjust its cost base. To mitigate the impact caused by the coronavirus pandemic, Visteon implemented a series of restructuring programs, introduced strict cost controls, reduced discretionary spending, and enacted a temporary salary reduction for salaried employees. In addition, Visteon implemented a comprehensive set of protocols to protect the health and safety of employees, and manufactured and donated approximately 50,000 protective face shields to front line workers around the world.
Visteon made significant progress towards its long-term strategic priorities of technology innovation, long-term growth, and margin expansion. In 2020, Visteon continued to set the groundwork for sustainable market out-performance driven by new business wins and new product launches. For the full-year, Visteon was awarded $4.6 billion in new business and executed 55 new product launches, despite the challenges caused by the coronavirus pandemic.
Visteon also continued to enhance its technology capabilities through its software engineering platform strategy, which elevates both the employee and customer experience while creating new innovations that enable the digital evolution of the global automotive industry. In 2020, Visteon introduced the industry’s first production-intent wireless battery management system, which replaces wired connections between the subsystems with highly secure and reliable wireless communication technology. This solution supports multiple charging protocols with a safe, modular, and scalable design to meet OEM cost, weight, battery pack configuration, and packaging requirements.
The automotive supplier business model that develops and supplies custom systems to automakers results in revenue generation that begins after an average of three years following booking the business. The delayed revenue model typically puts pressure on near-term margins, as the execution of new business requires investment in

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engineering and manufacturing capacity ahead of revenue generation. To support its long-term goals, Visteon booked higher levels of new business and developed new technologies. Additionally, the executive team continued to focus on delivering continued cost efficiencies, improving free cash flow, optimizing the capital structure and driving savings benefits.
Highlights of key actions and other 2020 financial and strategic achievements include:
Sales of $2,548 million, Adjusted EBITDA(1) of $192 million, and Adjusted Free Cash Flow(1) of $96 million;
$4.6 billion in new business bookings, including wireless battery management system awards with two OEMs;
A strong balance sheet with Cash of $500 million, Debt of $349 million and -0.8x Net Debt/Adjusted EBITDA;
Sales growth, excluding currency and acquisitions, outperformed the market by 7 percentage points compared to 2019;
A platform engineering strategy that increased OEM program development and optimized engineering cost;
55 new products launched; and
An elevated digital cockpit technology portfolio, with key innovations in display, infotainment and SmartCoreTM domains.
2020 Temporary Compensation Actions
On April 5, 2020, the Organization and Compensation Committee (for purposes of this CD&A, the “Committee”) approved a temporary decrease to the base salary of its salaried employees to address the impacts of the coronavirus pandemic. The salary decreases for the NEOs were effective from May 1 through August 31, 2020. Specific reductions for the NEOs included a 40% reduction for Sachin Lawande, President and Chief Executive Officer, and a 30% reduction for each of Messrs. Rouquet, Pynnonen, Vallance, and Cole. In addition, the Company also suspended its contributions under the Visteon Investment Plan (401K), Supplemental Executive Retirement Plan, and Savings Parity Plan from May 1, 2020 through September 30, 2020.
Pay for Performance Focus
The vast majority of the target compensation opportunity is performance-based with the amounts realized, if any, based on our financial results or stock price performance. In 2020, a significant majority (88% of the CEO’s target compensation and 68% of the average target compensation of our other NEOs, excluding our former officers, Messrs. Bilolikar and Robertson) was provided through performance-based annual and long-term incentive award opportunities.

(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.
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Our 2020 Performance Results Are Reflected in 2020 Total Direct Compensation
The 2020 compensation for our NEOs is commensurate with the Company’s 2020 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 Company’s total shareholder return (“TSR”) for 2020 was 45% and for the three-year period 2018-2020 was 0.3%. Short-term incentives were funded at target for 2020 and significantly below target for 2018 and 2019. No modifications or adjustments were made to the incentive plans below due to impacts resulting from the coronavirus pandemic.
Short-Term Incentive Compensation
The 2020 Annual Incentive (“AI”) program was designed to balance annual profitability and cash flow performance along with strategic objectives which supports the Company’s continued transformation and investments to improve its long-term capabilities. As such, Adjusted Free Cash Flow was given a greater emphasis in the program (30% weighting) with Adjusted EBITDA remaining as our primary metric (40% weighting). Quality remained as a modifier for this financial pillar, with Management Business Objectives (“MBOs”) weighted at 30%. While threshold performance was not met on Adjusted EBITDA (0%) and the quality modifier reduced the performance (-5%), maximum performance was achieved on Adjusted Free Cash Flow (200%) and the MBOs exceeded target (150%), which resulted in award funding at target.
Long-Term Incentive Compensation Awards
All NEOs, except former officers Messrs. Bilolikar and Robertson, received annual Long-Term Incentive (“LTI”) awards in March 2020 which included performance stock units (“PSUs”), stock options and restricted stock units (“RSUs”). Additionally, Mr. Rouquet received a sign-on LTI award as described later in this document.
PSUs granted to NEOs in 2018-2020 were based on a performance metric of relative total shareholder return over a three year period with one, two and three-year performance periods within each grant. The table below shows the PSUs granted over the last three years and their actual or estimated performance through December 31, 2020. The PSUs granted in 2018 were vested in the first quarter of 2021 at target.
Year Granted
Applicable NEOs
Performance Period
Metric
Actual or Estimated
Weighted Average
Payout Percentage
2020
All NEOs
Jan 2020-Dec 2022
Relative TSR
Estimated: 200%
2019
All NEOs
Jan 2019-Dec 2021
Relative TSR
Estimated: 200%
2018
All NEOs
Jan 2018-Dec 2020
Relative TSR
Actual: 100%
2020 Say-on-Pay Advisory Vote Outcome
In 2020, our executive compensation program received favorable support of approximately 90% of votes cast by our shareholders, which is consistent with the average over the last three years (2018-2020). 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 shareholder interests. We value shareholder feedback and throughout 2020 were actively engaged with our shareholders. During 2020, these discussions did not identify any issues related to our executive compensation program. However, to enhance alignment with market practices and shareholder interests, the 2021 PSU performance measurement methodology was changed to measure relative TSR performance over a single, three-year performance period. 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.

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Executive Compensation Program Design and Governance Practices
Our executive compensation program is designed to provide strong alignment between executive pay, shareholder 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 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 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 grant stock options or stock appreciation rights with an exercise price less than the fair market value on the grant date
×
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
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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 CHRO)
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
Additional information about the role and processes of the Committee is presented above under “Corporate Governance — Organization & Compensation Committee.”
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.

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Market Compensation Practices
As one of the inputs in determining executive compensation each year, the Company reviews general industry survey and proxy compensation data regarding market practices. In 2020, Visteon reviewed NEO 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 16 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”). When compared to the peer group utilized for 2019, the 2020 peer group removed Harris Corporation and Motorola Solutions (due to their size) and added Delphi Technologies, LCI Industries, Meritor and Modine Manufacturing. 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.
American Axle & Manufacturing
Garmin Ltd.
Rockwell Automation Inc.
Ametek Inc.
Gentex Corporation
Sensata Technologies Holding PLC
Cooper-Standard Holdings Inc.
LCI Industries
Spirit AeroSystems Holdings, Inc.
Dana Inc.
Meritor Inc.
Trimble Inc.
Delphi Technologies
Modine Manufacturing Co.
FLIR Systems Inc.
Nuance Communications Inc.
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
Base salaries provide basic security for our employees at levels necessary to attract and retain a highly qualified and effective salaried workforce. Base salaries are determined considering market data as well as an individual’s position, responsibilities, experience, and value to the Company. During 2020, no NEOs received base salary increases. The actual salaries paid to each NEO for 2020, inclusive of the temporary coronavirus pandemic related reductions mentioned above, are presented in the “Summary Compensation Table.”
Annual Incentive Awards
The Company’s Annual Incentive program provides key salaried 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 expressed as a percentage of base salary, which is 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. The target annual incentive opportunities, as a percentage of base salary as of December 31, 2020 were: Mr. Lawande 125%, Messrs. Rouquet, Pynnonen, Vallance, Cole and Bilolikar 65%. Mr. Robertson was not eligible for the 2020 program due to the temporary nature of his role. Actual awards earned can range from 0% to 200% of target based the performance of the Company and the individual.
On March 4, 2020, the Committee approved 2020 AI program metrics and award opportunities for the NEOs. The 2020 AI program was designed to balance annual profitability and cash flow performance with objectives to support the Company’s continued business transformation and to focus on long-term capabilities. As such, in addition to Adjusted EBITDA (40% weighting) and Adjusted Free Cash Flow (30% weighting) with a modifier for quality, Management Business Objectives (“MBOs”) were included as part of the program design (30% weighting). The Committee retained discretion to adjust the incentive payout outside of the specified measurements.
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Specific threshold, target, and maximum goals for the 2020 Adjusted EBITDA and Adjusted Free Cash Flow (“FCF”) metrics are set forth below, as well as the percentage of the target award earned and 2020 actual results, including the quality modifier. Financial goals were set to reflect the current automotive market environment and to align with the Company’s operating plan which anticipated continued industry production volume declines.
Measure ($ in millions)
2020
Threshold
2020
Target
2020
Maximum
2020
Actual
% of
Target
Awarded
2020
Weighting
2020 Actual
Weighted
% Earned
Adjusted EBITDA(1)
$208
$254.8-265.2
$325
$192
Payout as a % of Target
25%
100%
200%
0%
40%
0%
Adjusted Free Cash Flow(2)
$30
$50-55
$75
$112
Payout as a % of Target
25%
100%
200%
200%
30%
60%
Modifier ($ in millions)
Metric Range
Modifier
Range
Possible
Modifier
Achieved
Modifier
Applied
Written Quality Concerns
Greater than 461 to less than 360
-/+ 5%
- 5%
- 5%
Management Business Objectives
New Business Wins
New Product Development
Program Management
Technology Capabilities
Operations Talent Management
(1)
The Company defines adjusted EBITDA as net income attributable to the Company, adjusted to eliminate the impact of depreciation and amortization, restructuring expense, net interest expense, equity in net income of non-consolidated affiliates, loss on divestiture, 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, including intangibles as further adjusted for restructuring 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.
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. These included leveraging a platform strategy for software engineering efficiency and enhancing talent capabilities in the manufacturing operations. Additional MBOs were those we believed provided the Company with a competitive advantage. Following the conclusion of 2020, the Committee assessed the Company’s performance against the preestablished MBOs and determined that it had exceeded target on the basket of MBOs, resulting in a payout of 150% of target on the MBO portion (30% weighting) of the annual incentive program. This, combined with the 55% result on the Adjusted EBITDA and FCF with modifier pillar of the program, resulted in the funding of awards at 100% of target (55% payout on the financial metrics with quality modifier and 45% payout on the MBOs).
As a result, 2020 annual incentive awards were paid at 100% of target for Messrs. Lawande, Pynnonen, Vallance and Bilolikar; 120% of target for Mr. Rouquet and 90% of target for Mr. Cole. Annual incentive targets were prorated for Messrs. Rouquet and Bilolikar based on their respective hire and termination dates, respectively. Mr. Robertson was not eligible for the 2020 AI program. The payouts for the executives reflect their leadership and contributions to our 2020 performance, including the overall financial results and TSR of +45% for 2020 as detailed in the “Executive Summary” above. The amounts paid to the NEOs are set forth in the “Summary Compensation Table” under the column “Non-Equity Incentive Plan Compensation.”
Long-Term Incentive Awards
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.

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2020 Long-Term Incentive Grants
In connection with the forfeiture of outstanding long-term incentive awards at his prior employer, on January 21, 2020, Mr. Rouquet was granted a $500,000 sign-on RSU award which will vest 50% on each of the first and second anniversaries of the grant date, subject to Mr. Rouquet’s continued employment.
On March 4, 2020, all of the NEOs, except former officers Messrs. Bilolikar and Robertson, received regular long-term incentive grants with targeted grant date values as follows: Mr. Lawande ($6,000,000); Mr. Rouquet ($1,200,000), Mr. Pynnonen ($480,000), Mr. Vallance ($460,000) and Mr. Cole ($440,000). The LTI grant mix consisted of PSUs, stock options and RSUs, as described below.
Award Type and Weighting
Primary Role
Design Features
Performance Stock Units
(50% of the total LTI value)
Reward the achievement of TSR results from 2020 through 2022 relative to returns of 16 similar companies
PSUs provide executives with the opportunity to earn shares of the Company’s stock based on the Company’s three-year TSR relative to 16 automotive sector peer companies (listed below)
The awards are divided among three periods with all earned awards paid at the end of the three-year cycle (paid in early 2023)
2020 TSR performance (25% of award opportunity) which was earned at 200% based on the Company’s 93rd percentile rank
2020 through 2021 TSR performance (25% of award opportunity)
2020 through 2022 TSR performance (50% of award opportunity)
The awards for the first and second performance periods will be increased to reflect the performance over the entire three-year cycle, if greater. If the Company’s actual TSR is negative during a performance period, the award earned for that period cannot exceed 100% of target (regardless of percentile rank within the peer group).
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 16 TSR peer companies)
No award earned if Visteon’s performance is below the 25th percentile
35% of target award earned at the 25th percentile, 100% at 55th percentile and 200% at 80th percentile
Award payouts for performance between the percentiles specified above is determined based on interpolation
TSR is calculated using the 20-trading day average closing price at the start and end of the performance period, adjusted for dividends
Stock Options (25% of the total LTI value)
Reward for appreciation in the Company’s stock price
Exercise price is equal to the average of the high and low trading prices on the date of grant
Vest one-third per year beginning one year after the date of grant
Seven-year term, upon which any unexercised options would expire
Restricted
Stock Units
(25% 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
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Relative TSR Peer Group (16 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.
Adient, Inc.
Cooper Standard
Magna International, Inc.
American Axle & Mfg Holdings
Dana Incorporated
Meritor Inc.
Aptiv PLC
Delphi Technologies
Tenneco Inc.
Autoliv, Inc.
Denso
Valeo
BorgWarner Inc.
Faurecia
Continental
Lear Corporation
Long-Term Incentive Program Changes for 2021
The 2021 LTI program was refined to enhance alignment with market practices, including:
Revised award mix to 60% PSUs and 40% RSUs, eliminating the use of stock options; and
Moved to a single, three-year performance period for PSUs based on relative TSR performance.
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. Under the guidelines in effect for 2020, only actual shares owned satisfy the guidelines. As of December 31, 2020 Mr. Lawande had satisfied the ownership guidelines while all others continue to be subject to the retention requirement. The stock ownership guidelines are as follows:
Chief Executive Officer — six times (6x) base salary; and
Executive and Senior Vice Presidents — three times (3x) base salary.
In January 2021, the Committee revised the policy to include unvested RSUs in addition to actual shares owned when determining whether an executive has satisfied the guidelines.
Executive Perquisites and International Service Employee Program
The Company maintains an Executive Security Program that permits the CEO to use commercially available private air transportation services for personal and business travel, and provides the benefit of various personal health and safety protections. The CEO does not receive a 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. Additionally, the Company maintains an Executive Relocation Policy to assist executives with relocation expenses including home sales and searches, temporary living, moving and related expenses. There was no personal use of commercially available private air transportation services by NEOs or relocation benefits provided to NEOs during 2020.
As a global organization, senior executives of the Company are located in key business centers around the world. To facilitate the assignment of experienced employees to support the business, the Company has an International Long Term Assignment Policy to address incremental costs incurred by assignees as a result of their international assignments. In late 2019, Mr. Bilolikar returned to the U.S. from an international assignment based in Kerpen, Germany. The trailing costs of his return to the U.S. are included in the “All Other Compensation” column of the “Summary Compensation Table.”

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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. 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. The SERP is closed to new entrants other than for those employees at or above Senior Vice President or for employees who are specifically designated for participation by the Committee. Company contributions to these plans on behalf of the NEOs are included in the “All Other Compensation” column of the “Summary Compensation Table.”
The Company temporarily suspended its company contributions to the VIP, SPP and SERP from May 1, 2020 through September 30, 2020 to address the negative impacts of the coronavirus pandemic on the Company’s operations.
Additional details about the Company’s prior and current 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 were last revised in October 2012 and 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 eighteen months following termination, the provision of outplacement services for up to twelve 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
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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.
Executive Separations
Mr. Bilolikar’s separation benefits were consistent with the benefits described above under the Visteon Executive Severance Plan. Mr. Robertson did not receive separation benefits due to the temporary nature of his role. The 2020 compensation associated with the separation benefits is included in the “All Other Compensation” column of the “Summary Compensation Table.”
Executive Compensation Policies
Stock Awards Granting Policy. In 2020, the Company granted regular stock awards to its NEOs and other eligible key employees. Stock awards made to executives at the time they become employees or officers of the Company have a grant date on the later of the date employment commences or the date the Committee approves the awards. In all cases, the exercise price of stock options and stock appreciation rights is the average of the high and low trading 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 of Company Stock that imposes specific standards on directors, officers and other employees of the Company. The policy, available at https://www.visteon.com/company/policies-compliance/, is intended not only to forbid such persons from trading in Company stock 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 General Counsel. The only exceptions to the pre-clearance requirement are 10b5-1 trading plans that have been previously approved by the General Counsel 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.
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; and
The Board determines in its sole discretion that it is in the best interests of the Company and its shareholders for the executive officer to repay or forfeit all or any portion of the 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). Historically, our Committee annually considered the impact of Section 162(m) in structuring our executive compensation program and balanced the goal of achieving deductibility under Section 162(m) with our philosophy to pay and reward individual contributions to overall company performance, especially in light of the competitive nature of the market for our executive talent. The Committee always reserved the discretion to reward significant contributions by the named executive officers to build shareholder value regardless of the tax deductibility limits of Section 162(m). Prior to 2018, qualified performance-based compensation for the CEO and certain “covered officers” was not, however, subject to the deduction limit, provided certain requirements of Section 162(m) were satisfied. This exception has now been repealed, effective for taxable years beginning after December 31, 2017, unless it qualified

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for certain transition relief that applied to certain compensation arrangements pursuant to a binding contract that was in place as of November 2, 2017. Prior to the repeal of such exception, Annual Incentive awards, PSUs, and stock options (and stock appreciation rights) generally were designed to meet the performance-based exception. 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).
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2021 Proxy Statement

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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
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
($)
Bonus
($)(1)
Stock
Awards
($)(2)
Options
Awards
($)(3)
Non-Equity
Incentive Plan
Compensation
($)(4)
Change in
Pension Value
& Nonqualified
Deferred
Compensation
Earnings
($)(5)
All Other
Compensation
($)(6)
Total
($)
Sachin S. Lawande
2020
$892,667
$
$4,295,383
$1,499,995
$1,287,500
$
$285,652
$8,261,197
Director, President and Chief
2019
$1,030,000
$
$4,470,046
$1,499,990
$721,000
$
$287,109
$8,008,145
Executive Officer(7)
2018
$1,030,000
$
$4,504,035
$1,499,978
$298,700
$
$526,207
$7,858,920
Jerome J. Rouquet
2020
$445,870
$600,000
$1,379,000
$299,995
$387,123
$
$39,948
$3,151,936
Senior Vice President and
Chief Financial Officer(8)
Brett D. Pynnonen
2020
$396,000
$
$343,607
$119,998
$286,000
$
$63,586
$1,209,191
Senior Vice President
2019
$440,000
$
$327,785
$110,003
$160,160
$
$77,630
$1,115,578
and General Counsel(9)
2018
$440,000
$
$497,774
$98,987
$66,352
$
$108,578
$1,211,691
Robert R. Vallance
2020
$364,396
$
$329,352
$114,993
$263,175
$
$60,345
$1,132,261
​Senior Vice President,
2019
$404,884
$
$342,730
$114,991
$147,378
$
$71,723
$1,081,706
​Customer Business Groups(10)
2018
$400,064
$
$273,392
$91,078
$61,057
$
$109,581
$935,172
Matthew M. Cole
2020
$340,461
$
$314,947
$110,009
$221,300
$
$58,792
$1,045,509
​Senior Vice President,
​Product Delivery(11)
Sunil K. Bilolikar
2020
$82,845
$
$
$
$52,509
$318,014
$1,253,048
$1,706,416
​Former Senior Vice President,
2019
$405,020
$
$271,912
$91,249
$117,942
$177,818
$491,377
$1,555,318
​Operations and Supply Chain(12)
2018