UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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:

Garrett Motion Inc.GARRETT MOTION INC.

(Name of Registrant as Specified In Its Charter)

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

Dear Garrett Stockholder:Fellow Stockholders:

20182021 was a landmarkan important year for Garrett Motion. We becameMotion in many positive and impactful aspects. Ahead of our Annual Meeting of Stockholders on Thursday, May 26, 2022, I’d like to share key highlights for the year.

Active Oversight by New Board

At the end of April 2021, we successfully completed our financial restructuring journey. With the backing of new equity owners and a listed membersignificantly improved financial position, our common stock commenced trading on the Nasdaq Global Select Market in May under the ticker symbol “GTX,” and our Series A preferred stock commenced trading on the Nasdaq Global Select Market in October under the ticker symbol “GTXAP.” During and after the restructuring period—within a challenging environment impacted by the pandemic, semiconductor shortages and other industry-wide issues—Garrett continued to report strong financial results and deliver on its mission to launch cutting-edge technologies that enable vehicles to become safer, more connected and efficient, and environmentally friendly.

Garrett emerged from the Chapter 11 process at the end of the New York Stock Exchange following our successful spinoff from Honeywell on October 1, 2018. We debuted as an independent companyApril with a strongreconstituted Board of Directors effectively onboarded to contribute immediately upon listing. The Board is committed to sound governance and effective oversight consistent with our goal to create enduring value for stockholders.

Diverse and Independent Board

Directors. Our Board is comprisedcurrently composed of seven well-qualifiednine members with high integrity that collectively bring a wide range of skillsets, experiences,diverse backgrounds and perspectives necessary to be strong stewards. Sixsignificant financial, automotive and business experience. Seven of our sevennine directors are independent, and four bring more diversity to our Board’s composition. Our Board has established three are women. Importantly,standing committees—the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. Under the Board’s guidance and effective oversight, Garrett will continue to operate with best-in-class corporate governance practices.

Garrett’s Board and its committees provide active oversight of the Company’s strategy and execution, including the management of risks and issues facing the Company, including those associated with COVID-19 and our Board membersEnvironmental, Social and Governance (ESG) initiatives.

Corporate Citizenship

Garrett’s focus on and commitment to operating as a group have demonstrated expertiseresponsible, respected corporate citizen is stronger than ever. We continue to develop solutions for the automotive industry’s most pressing sustainability issues, from differentiated turbocharging and electrification solutions for emission reduction, to advanced software and optimal vehicle performance. Our mission is executed in industrialtandem with our efforts to make the Company’s operations global markets, public company governance, and other areas critical to Garrett’s long-term success. For more information on our Board composition, please referrespectful to the enclosed proxy statement.

Active Oversight

An essential role of theenvironment and communities in which we serve. Our Board is to provide effective oversight related to Garrett’s corporate strategy and execution. In accomplishing this core fiduciary responsibility, the Board is highly engaged and meets on both a regular and ad-hoc basis to discuss important issues affecting the company’s ability to deliver sustainable operating and financial performance.

The Board’s Audit Committee, Compensation Committee, andits Nominating and Governance Committee, formin collaboration with Garrett senior management, oversee risks and initiatives relating to ESG.

Additionally, in 2021, we published our first sustainability report, which sets out our comprehensive vision for Garrett’s sustainability and environmental impact. It also includes our first external sustainability targets which demonstrate our commitment to support our customers with their respective ambitions on critical ESG topics. Our sustainability report can be found on our website at http://garrettmotion.com/corporate/sustainability.¹

Garrett prides itself on developing the foundationright working environment and the right capabilities to advance our performance culture and support our growth strategy while launching breakthroughs in sustainable mobility. We invest in creating an inclusive, stimulating, and safe work environment where our employees can further Advance Motion. While the COVID-19 pandemic has shown signs of slowing over the last several months, no one can be sure what challenges remain ahead of us. Rest assured, however, that the health and safety of our corporate governance structureemployees, supporting our customers and are focused on transparency and accountability. Each committee has adopted a written charter, with clearly delineated roles and responsibilities, to help assure Garrett’s vitality on behalf of its customers, employees,serving our stockholders and other key stakeholders.stakeholders will always be our top priorities.

Corporate Citizenship

Our commitment to address environmental and social issues is an integral component of Garrett’s leading brand. We adhere to the highest safety and ethical standards while striving to safeguard the environment. The company’s innovative technical solutions, which have been a hallmarkThank you for your continued support of Garrett for more than 60 years, enable significant improvements in engine fuel economy and exhaust emissions. We also have worked diligently to build a positive corporate culture that prides itself on diversity and inclusion, and supports local communities through various educational initiatives.

This is truly an exciting period for our company and we are delighted to have you, our new stockholders, join us on our latest journey in Garrett’s longstanding history. We value your support and look forward to your attendance at our inaugural annual meeting of stockholders on June 4th.Motion.

Sincerely,

		Carlos CardosoDaniel A. Ninivaggi Chairman of the Board

1	The information on our website, including our sustainability report, is not incorporated by reference into, and does not form part of, this proxy statement.

Dear Garrett Stockholder:

I am pleased to invite you to Garrett Motion’s Annual Meeting of Stockholders, which will be held on Tuesday, June 4, 2019Thursday, May 26, 2022 at 8:00 a.m. Central European Summer Time (2:9:00 a.m. Eastern time) atTime (3:00 p.m. Central Europe Time). The Four Seasons Hotel, Veleslavĺnova 1098/2a, 110 00 Praha 1 - Staré Město-Staré Město, Prague, Czech Republic. Thisannual meeting will be our first annuala completely virtual meeting, of stockholders since we became an independent public company on October 1, 2018, and we look forward to greeting those stockholders that arewhich will be conducted via live webcast. You will be able to attend.

In our 2018 letter to stockholders, which is included in the Annual Report, we discuss our performance for the year, strategy for long-term growth, and outlook. Atattend the annual meeting we planonline and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GTX2022. For further information on how to provide a brief year-end summaryattend and participate in addition to conducting the official business ofmeeting, please see “General Information About Voting and the annual meeting.Annual Meeting” in the accompanying proxy statement.

We are pleased to make our Annual Report and proxy materials available to stockholders over the Internet under the U.S. Securities and Exchange Commission’s Notice and Access rules. We believe this electronic delivery option provides our stockholders with information in a more timely, cost-efficient, and environmentally conscious manner versus providing materials in paper form.

It is very important that your shares be represented and voted at the annual meeting regardless of whether you plan to attend in person.electronically. The accompanying proxy statement contains information about the matters on which you are asked to vote as well as specific instructions for voting over the telephone or via the Internet, or submitting your proxy. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. You are encouraged to read the materials carefully and vote in accordance with the Board of Directors’ recommendations.

Thank you for your investment in Garrett Motion. We appreciate your support.

Sincerely,

		Olivier Rabiller President & Chief Executive Officer

GARRETT MOTION INC.

Z.A. La Pièce 16

Rolle, Switzerland 1180

NOTICE OF 20192022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 4, 2019May 26, 2022

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 20192022 Annual Meeting of Stockholders of Garrett Motion Inc., or the Annual Meeting, will be held on Tuesday, June 4, 2019,Thursday, May 26, 2022 at 8:00 a.m. Central European Summer Time (2:9:00 a.m. Eastern time), atTime (3:00 p.m. Central Europe Time). The Four Seasons Hotel, Veleslavínova 1098/2a, 110 00 Praha 1 – StaréAnnual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting Město-Staréwww.virtualshareholdermeeting.com/GTX2022 and entering your 16-digit Město, Prague, Czech Republic.control number included in your Notice of Internet Availability of Proxy Materials, proxy card, or on the instructions that accompanied your proxy materials. At the Annual Meeting, stockholders will consider and vote on the following matters:

The stockholders will also act on any other business that may properly come before the Annual Meeting or any postponement, continuation or adjournment thereof.

Stockholders of record at the close of business on Thursday, April 11, 2019,March 29, 2022, are entitled to notice of, and to vote at, the Annual Meeting or any postponement, continuation or adjournment thereof. A complete list of these stockholders will be available on the bottom panel of your screen during the meeting after entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker. Your vote is important regardless of the number of shares you own.

To ensure that a quorum is present at the Annual Meeting, please vote your shares over the Internet or by telephone, or, if you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed envelope, whether or not you expect to attend the Annual Meeting. We encourage stockholders to submit their proxy via telephone or online. If you decide to attend the Annual Meeting, you will be able to vote in person,electronically, even if you have previously submitted your proxy.

By Order of the Board of Directors,

JeromeJérôme Maironi Corporate Secretary

April 24, 20198, 2022

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

This section summarizes and highlights certain information contained in this proxy statement, but does not contain all the information that you should consider when casting your vote. Please review the entire proxy statement as well as our 2018 annual report to stockholders for the fiscal year ended December 31, 2021 (the “2021 Annual Report”) carefully before voting.

Garrett Motion Inc. (the “Company”, “Garrett”, “we” or “us”) became an independent publicly-traded company through a pro rata distribution by Honeywell International Inc. (“Honeywell”(together with its subsidiaries, “Honeywell”) of 100% of the then-outstanding shares of Garrett to Honeywell’s stockholders (the“Spin-Off”). EachOn October 1, 2018, approximately 74 million shares of Garrett common stock were distributed to Honeywell stockholders, with each Honeywell stockholder of record receivedreceiving one share of Garrett common stock for every 10 shares of Honeywell common stock held on the record date. Approximately 74 million shares ofdate, and the Garrett common stock were distributed on October 1, 2018 to Honeywell stockholders. In connection with theSpin-Off, Garrett´s common stock began trading“regular-way” under the ticker symbol “GTX” on the New York Stock ExchangeExchange. On September 20, 2020, the Company and certain of its subsidiaries (the “Debtors”) each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors’ chapter 11 cases were jointly administered under the caption “In re: Garrett Motion Inc., 20-12212.” On April 20, 2021, the Debtors filed the Revised Amended Plan of Reorganization (the “Plan”). On April 26, 2021, the Bankruptcy Court entered an order, among other things, confirming the Plan. On April 30, 2021 (the “Plan Effective Date”), the conditions to the effectiveness of the Plan were satisfied or waived and the Company emerged from Chapter 11 bankruptcy restructuring (“Emergence”). In connection with the Emergence, all shares of the Company’s common stock outstanding prior to the Plan Effective Date (the “Old Common Stock”) were canceled. Additionally, among other things, the Company issued 65,035,801 shares of common stock (the “common stock”) to those holders of Old Common Stock who had not made a cash-out election, issued 247,768,962 shares of the Company’s Series A Cumulative Convertible Preferred Stock (the “Series A preferred stock”) to certain participants in the Plan, including affiliated funds of Centerbridge Partners, L.P. (“Centerbridge”) and affiliated funds of Oaktree Capital Management, L.P. (“Oaktree”), and issued 834,800,000 shares of the Company’s Series B Preferred Stock (the “Series B preferred stock”) to Honeywell.

This proxy statement includes several website addresses and references to additional materials found on October 1, 2018.those websites. These websites and materials are not incorporated by reference herein.

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Directors

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Independence and Expertise

7 of 9 Directors are independent
2 of 3 Audit Committee members are financial experts

Balanced Mix of Skills, Qualifications and Experience

Board and Committee Meeting Attendance Rate

Corporate Governance Highlights

Garrett is committed to good governance practices that protect and promote the long-term value of the Company for its stockholders. The Board regularly reviews our governance practices to ensure they reflect the evolving governance landscape and appropriately support and serve the best interests of the Company and its stockholders.

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Executive Compensation Highlights

Our overall compensation program is structured to attract, motivate and retain highly qualified executive officers by paying them competitively, consistent with our success and their contribution to that success. Our ability to excel depends on the skill, creativity, integrity and teamwork of our employees. We believe compensation should be structured to reward short-term and long-term business results and exceptional performance, and most importantly, maximize stockholder value. In that regard, we selected performance metrics and an award mix that we believed fit our starting plan. Going forward, we remain committed to maintaining disciplined compensation governance processes by periodically reassessing our incentive structures and making necessary changes in light of evolving market practices and changes in our own business goals and strategy. The broader objectives of our 20182021 compensation program included:

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GARRETT MOTION INC.

Z.A. La Pièce 16

Rolle, Switzerland 1180

PROXY STATEMENT

For the 20192022 Annual Meeting of Stockholders

To Be Held on Tuesday, June 4, 2019Thursday, May 26, 2022

GENERAL INFORMATION ABOUT VOTING AND THE ANNUAL MEETING

This proxy statement is being furnished in connection with the solicitation of proxies by the board of directors (the “Board of Directors” or “Board”) of Garrett Motion Inc. (the “Company”, “Garrett”, “we” or “us”), for use at the 20192022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday, June 4, 2019,Thursday, May 26, 2022 at 8:00 a.m. Central European Summer Time (2:9:00 a.m. Eastern time), at The Four Seasons Hotel, Veleslavínova 1098/2a, 110 Time (3:00 Praha 1 – StaréMěsto-Staré Město, Prague, Czech Republic,p.m. Central Europe Time), and at any postponement, continuation or adjournment thereof. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GTX2022 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials (“Internet Notice”), proxy card, or on the instructions that accompanied your proxy materials.

This proxy statement, proxy card and our annual report to stockholders for the fiscal year ended December 31, 2018 (the “20182021 Annual Report”)Report will be released on or about April 24, 2019.15, 2022.

Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Stockholders To Be Held on June 4, 2019:May 26, 2022:

This proxy statement and our 20182021 Annual Report are available for viewing, printing and downloading atwww.proxyvote.com.www.proxyvote.com.

Directions to the Annual Meeting are available on the Company’s website atwww.investors.garrettmotion.com/events-and-presentations.

Garrett became an independent publicly-traded company through a pro rata distribution by Honeywell International Inc. (“Honeywell”) of 100% of the then-outstanding shares of Garrett to Honeywell’s stockholders (the“Spin-Off”). Each Honeywell stockholder of record received one share of Garrett common stock for every 10 shares of Honeywell common stock held on the record date. Approximately 74 million shares of Garrett common stock were distributed on October 1, 2018 to Honeywell stockholders. In connection with theSpin-Off, Garrett´s common stock began trading“regular-way” under the ticker symbol “GTX” on the New York Stock Exchange (the “NYSE”) on October 1, 2018.

Garrett’s Voting Securities

Holders of record of our common stock and Series A cumulative convertible preferred stock at the close of business on Thursday, April 11, 2019March 29, 2022 (the “Record Date”), or will be entitled to notice of, and such stockholders and holders of a valid proxy will be entitled to notice of, and to vote at, the Annual Meeting or any postponement, continuation or adjournment of the Annual Meeting. On that date, 74,634,286

Each holder of our common stock is entitled to one vote for each share of common stock held of record by such holder on all matters on which our stockholders generally are entitled to vote, including on the matters described in this proxy statement. Holders of our Series A preferred stock are entitled to vote on an as-converted basis (including accrued dividends) with holders of our common stock, together as a single class, on each matter submitted for a vote by the holders of our common stock. Each holder of our Series A preferred stock is entitled to cast a number of votes on each matter as if the holder were the holder of record, as of the Record Date, of a number of shares of our common stock wereequal to the whole number of shares of our common stock that would be issuable upon conversion of such holder’s Series A preferred stock (including shares in lieu of accrued and unpaid dividends on such holder’s shares of Series A preferred stock) in connection with an Automatic Conversion Event (as such term is defined in the Certificate of Designations for the Series A preferred stock) occurring on the Record Date. As a result, each holder of Series A preferred stock will be entitled to cast approximately 1.079 votes for each share of Series A preferred stock held as of the Record Date.

On the Record Date, we had 329,646,249 shares entitled to vote, which includes 64,506,104 shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting. Each share265,140,145 shares of common stock entitles the holder thereof to one vote with respect to all matters submitted to stockholders at the Annual Meeting.into which our Series A preferred stock (including accrued dividends) were convertible as of such date. We have no other securities entitled to vote at the Annual Meeting.

In this proxy statement, we refer to our common stock and our Series A preferred stock together as our “voting stock”, and we refer to holders of shares of our voting stock as our “stockholders”.

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Notice of Internet Availability of Proxy Materials. Materials

As permitted by the Securities and Exchange Commission (the “SEC”) rules, Garrett is making this proxy statement and its 20182021 Annual Report available to its stockholders electronically via the Internet. On or about April 24, 2019,15, 2022, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our 20182021 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 20182021 Annual

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should contact your broker or other nominee to obtain your 16-digit control number or otherwise vote through the broker or other nominee. You will need to obtain your own Internet access if you choose to attend the Annual Meeting online and/or vote over the Internet. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest”, but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. The meeting webcast will begin promptly at 9:00 a.m. Eastern Time (3:00 p.m. Central Europe Time). We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Eastern Time (2:45 p.m. Central Europe Time) and you should allow ample time for check-in procedures.

Technical Difficulties

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website, and the information for assistance will be located on the Annual Meeting login page.

Questions and Answers During the Annual Meeting

We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as stockholders would have at an in-person meeting. As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer questions submitted during the meeting that are pertinent to the Company and the meeting matters, as time permits. If you wish to submit a question during the Annual Meeting, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/GTX2022, clicking the Q&A button on your screen and typing your question into the provided text field.

We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or company business or are inappropriate. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. Any questions that are appropriate and pertinent to the Annual Meeting will be answered in the live Question and Answer session during the Annual Meeting, subject to time constraints. Any such questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered on our Investor Relations website, https://investors.garrettmotion.com, as soon as practicable after the Annual Meeting.

Additional information regarding the ability of stockholders to ask questions during the Annual Meeting, related rules of conduct, and other materials for the Annual Meeting will be available during the Annual Meeting at www.virtualshareholdermeeting.com/GTX2022.

Recommendations of the Board

At the Annual Meeting, our stockholders will be asked to vote on the proposals set forth below. The Board recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or over the Internet, your shares of commonvoting stock will be voted on your behalf as you direct. If not otherwise specified, the shares of commonvoting stock represented by the proxies will be voted in accordance with the Board’s recommendations as follows:

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BrokerNon-Votes

If the shares you own are held in street name through a bank or brokerage firm, the bank or brokerage firm is required to vote your shares in accordance with your instructions. You should direct your broker how to vote the shares held in your account. Under applicable stock exchange rules, if you do not instruct your broker on how to vote your shares, your broker will be able to vote your shares with respect to certain “routine” matters, but will not be allowed to vote your shares with respect to certain“non-routine” matters. The ratification of the appointment of Deloitte SA as our independent registered public accounting firm is a routine matter. Each other proposal to be voted on at the Annual Meeting is anon-routine matter. Generally, brokernon-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker has not received voting instructions from the beneficial owner and lacks discretionary voting power to vote those shares.

Revoking Your Proxy or Changing Your Vote

Voting over the Internet or by telephone or execution of a proxy will not in any way affect a stockholder’s right to attend the Annual Meeting and vote in person.electronically. A proxy may be revoked before it is used to cast a vote.vote at the Annual Meeting. If the shares you own are held in your name, you can revoke a proxy by doing one of the following:

Any written notice of revocation or subsequent proxy should be sent to us at the following address: Garrett Motion Inc., Z.A. La Pièce 16, Rolle, Switzerland 1180, Attention: JeromeJérôme Maironi, Corporate Secretary.

If the shares you own are held in street name, you will need to follow the directions provided to you by your bank or brokerage firm to change your vote.

Quorum and Votes Required

The presence in personelectronically or representation by proxy of a majority in voting power of the shares of commonvoting stock of the Company entitled to vote at the Annual Meeting is necessary to establish a quorum. Abstentions and brokernon-votes are included in the shares present or represented at the Annual Meeting for purposes of determining whether a quorum is present. If a quorum is not present, the chair of the Annual Meeting may adjourn the meeting until a quorum is obtained.

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The table below sets forth the vote required for the approval of each proposal before the Annual Meeting, and the effect of abstentions and brokernon-votes.

The votes will be counted, tabulated and certified by a representative or appointee of Broadridge Financial Solutions, the Company’s inspector of election for the Annual Meeting. We plan to announce preliminary voting results at the Annual Meeting and we will report the final results in a Current Report on Form8-K, which we intend to file with the SEC shortly after the conclusion of the Annual Meeting.

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PROPOSAL ONE—ELECTION OF DIRECTORS

The Board has nominated Maura J. Clark andDaniel Ninivaggi, Olivier Rabiller, D’aun Norman, John Petry, Tina Pierce, Robert Shanks, Steven Silver, Julia Steyn and Steven Tesoriere as Class I director nominees for election at the Annual Meeting.

Board Recommendation

		Our Board unanimously recommends that you vote“FOR”FOR” the election of each of Maura J. Clark andDaniel Ninivaggi, Olivier Rabiller, D’aun Norman, John Petry, Tina Pierce, Robert Shanks, Steven Silver, Julia Steyn and Steven Tesoriere as Class I directors.

Our Board is currently comprised of sevennine directors. As described in our Second Amended and Restated Certificate of Incorporation (“Certificate(our “Certificate of Incorporation”) (which was adopted prior to the effective date of ourSpin-Off from Honeywell and prior to the election of all of our current directors) our Board is currently divided into three classes. The term of our Class I directors currently in office expires at this Annual Meeting, the term of our Class II directors expires at the annual meeting of stockholders in 2020, and the term of our Class III directors expires at the annual meeting of stockholders in 2021. Our Certificate of Incorporation provides that, beginning with our annual meeting of stockholders in 2022, our Board will be declassified and all director nominees will stand for election forone-year terms that expire at the following year’s annual meeting. The following table describes the schedule for the election of our directors over the next four annual meetings and the terms our directors will serve if elected.

If you return a duly executed proxy card without specifying how your shares are to be voted, the persons named in the proxy card will vote to elect Maura J. Clark and Olivier Rabillerall nine nominees as Class I directors. Maura J. Clark and Olivier RabillerEach nominee currently serveserves on our Board and haveeach has indicated their willingness to continue to serve if elected. However, if eitherany director nominee should be unable to serve, or for good cause will not serve, the shares of commonvoting stock represented by proxies may be voted for a substitute nominee designated by our Board, or our Board may reduce its size.Board. Our Board has no reason to believe that eitherany of the nominees will be unable to serve if elected.

Director Resignation Policy

In accordance with our Third Amended and RestatedBy-laws (the(our “Bylaws”), and our Corporate Governance Guidelines, upon appointment, election orre-nomination to the Board, directors must agree to submit an irrevocable resignation effective upon the director’s failure to receive a majority of the votes cast in an uncontested election and the acceptance of such resignation by the Board.election. If a director fails to receive a majority of votes cast, the Board will have 90 days from the date the election results are certified to make a decision whether to accept or reject the resignation. Once the Board makes its decision, the Company will promptly make a public announcement of the Board’s decision. If the Board rejects the resignation, the public announcement will include a statement regarding the reasons for its decision. The Chair of the nominating and governance committee (the “NominatingNominating and Governance Committee”)Committee of the Board or, in the event the Chair of the Nominating and Governance Committee did not receive a majority of the votes cast, the independent directors who did receive a majority of the votes cast, has the authority to manage the Board’s review of the resignation. Any director whose resignation is being considered will not participate in any deliberations or vote on whether to accept or reject his or hertheir own resignation.

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Our Board of Directors

The chart below summarizes the notable skills, qualifications and experience of each of our directors and highlights the balanced mix of skills, qualifications and experience of the Board as a whole. These align with the needs of Garrett’s long-term commercial and strategic goals. This high-level summary is not intended to be an exhaustive list of each director’s skills or contributions to the Board.

The biographies of each of our current directors, includingwho are also our Class I director nominees, are included below. Each of the biographies also highlights specific experience, qualifications, attributes and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board exemplifies the highest standards of personal and professional integrity and the requisite skills and characteristics, leadership traits, work ethic and independence to provide effective oversight.

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Director Biographies

All director nominees to be elected at the 2022 Annual Meeting (subsequent terms to expire in 2023)

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Director Biographies

Class I director nominees to be elected at the 2019 Annual Meeting (subsequent terms to expire in 2022)

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Class II directors (terms to expire in 2020)

Director Since: 2021 Age: 50 Committee Memberships: • Nominating and Governance Committee		JOHN PETRY Mr. Petry became a member of our Board of Directors in connection with our Emergence in April 2021. Mr. Petry founded Sessa Capital IM, L.P. (“Sessa Capital”), an investment advisory firm, in 2012 and currently serves as its Managing Principal. Sessa Capital makes, on behalf of its funds and accounts, concentrated investments in value-oriented equity and debt securities, based on in-depth fundamental research. From 2010-2012, Mr. Petry served as a Principal at Columbus Hill Capital Partners, an investment fund focused on distressed investments. From 1997-2010, Mr. Petry held positions at Gotham Capital, most recently as partner, where he researched companies, invested in securities throughout the capital structure and structured investments in new fund vehicles and asset management business start-ups. Mr. Petry has over 25 years in the finance industry and public market investing, has led activist campaigns, invested in private equity businesses, and has experience with restructurings. Mr. Petry currently chairs two non-profit boards, Education Reform Now, which focuses on federal, state and local education policy, and Only One, which is dedicated to ocean conservation. Mr. Petry received a B.S. in Economics from the University of Pennsylvania, Wharton School. Skills and Qualifications: Mr. Petry’s qualifications to serve on our Board include his extensive financial and investment expertise, and public and private company advisory experience in business strategy and growth.

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Class III directors (terms to expire in 2021)

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No directorNone of our directors or executive officerofficers serving during 2021 is or was related by blood, marriage or adoption to any other such director or executive officer. No arrangements or understandings exist between any

As described below under “Certain Relationships and Related Person Transactions”, in connection with the Company’s Emergence, the Company entered into to the Investor Rights Agreement and adopted a certificate of designations for the Company’s Series B preferred stock, each of which provides certain investors in the Company with the right to nominate directors to the Board, subject to certain conditions. Pursuant to the Investor Rights Agreement, Steven Silver, Julia Steyn and Robert Shanks were designed as director nominees by Centerbridge, Steven Tesoriere, Daniel Ninivaggi and any other person pursuant to which such personD’aun Norman were designated as director nominees by Oaktree, and John Petry was selecteddesignated as a director or nominee.nominee by the Additional Investors (as defined below). Additionally, pursuant to the certificate of designations of the Company’s Series B preferred stock, Tina Pierce was designated as a director nominee by Honeywell.

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CORPORATE GOVERNANCE

Corporate Governance Highlights

Garrett is committed to good governance practices that protect and promote the long-term value of the Company for its stockholders. The Board regularly reviews our governance practices to ensure they reflect the evolving governance landscape and appropriately support and serve the best interests of the Company and its stockholders.

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Director Independence

Our Board has determined that each of our directors listed below meet the applicable criteria for independence established by Nasdaq. Olivier Rabiller is not an independent director under Nasdaq rules due to his employment as our Chief Executive Officer and President, and we have determined that Tina Pierce is not an independent under Nasdaq rules due to her employment by Honeywell, with whom we have various contractual arrangements and have made certain payments as described under “Certain Relationship and Related Person Transactions” on page 57 of this proxy statement.

In arriving at the foregoing independence determinations, the Board reviewed and discussed information provided by the directors with regard to each director’s business and personal activities and any relationships they have with us and our management.

We have also determined that from January 1, 2021 to the date of this proxy statement, each of the following past directors was independent while serving on our Board, according to our Corporate Governance Guidelines and the criteria for independence established by applicable listing standards: Messrs. Carsten J. Reinhardt, Jerome Stoll and Scott A. Tozier, and Mses. Maura J. Clark, Courtney M. Enghauser and Susan L. Main.

Board Leadership Structure

We do not have any fixed rule as to whether our Chairperson and Chief Executive Officer positions should be separate, or whether our Chairperson should be an employee or elected from among non-employee directors. We believe that it is in the best interests of the Company to have the flexibility to evaluate its leadership structure over time as part of Garrett’s ongoing succession planning process. In the event that, in the future, the Chairperson of the Board is not an independent director, our Corporate Governance Guidelines provide that an independent “Lead Director” will be elected from among the independent directors.

The Board has determined that the best leadership structure for Garrett at this time is to separate the positions of Chairperson and Chief Executive Officer, with an independent Chairperson leading the Board. We believe this structure enhances the Board’s ability to exercise independent oversight of management as Garrett navigates the early stages of life as an independent public company. During this crucial and transformative period, the duties of Chairperson of the Board and Chief Executive Officer are particularly demanding.

Board Meetings and Attendance

Board members are expected to prepare for, attend and participate in all meetings of the Board and committees on which they serve. During the fiscal year ended December 31, 2021, there were 21 meetings of the Board, 11 of which took place following our Emergence. During 2021, each incumbent director attended at least 75% of the aggregate of the total number of Board meetings and committee meetings on which he or she then served that were held during the period of such director’s service. We do not maintain a formal policy regarding director attendance at the annual meeting; however, it is expected that, absent compelling circumstances, directors will attend. We did not hold an annual meeting in 2021 due to our Emergence.

Executive Sessions of Non-Employee Directors

As provided in the Corporate Governance Guidelines, the Board holds executive sessions of its non-employee directors on at least a quarterly basis, including at least one executive session of independent directors annually. Over the course of each year, the topics of discussion in executive sessions of non-employee directors will include

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management performance and succession plans, Board compliance with the Company’s corporate governance policies and the needs of the Board. Daniel Ninivaggi, the independent Chairperson of the Board, currently presides over executive sessions. Our Corporate Governance Guidelines provide that, if we have a Lead Director, the Lead Director will preside over executive sessions.

Director Orientation and Continuing Education

The Board views orientation and continuing education as vital tools for building an effective Board. We provide all new directors, upon joining the Board, with an orientation session regarding the Board and the Company’s operations. The orientation consists of presentations by members of senior management on the Company’s strategic plans, financial statements and key issues, policies and practices. We also periodically provide materials, updates and presentations, including in regular Board and committee meetings, or provided by qualified third parties, to all directors on issues and subjects that assist them in fulfilling their responsibilities, such as key industry developments and the competitive landscape. The Board also periodically visits our facilities around the globe. In 2021, the Board adopted a formal policy on director education articulating the Board’s belief that our stockholders are best served by a Board comprised of individuals who are well versed in modern principles of corporate governance and other subject matters relevant to their board service, and who thoroughly comprehend the roles and responsibilities of an effective board in the oversight of the Company. This policy provides for the reimbursement to directors of certain expenses associated with directors’ attendance at seminars, conferences and other continuing education programs designed for directors of public companies.

Board Refreshment

The Board will regularly assess its composition to identify the qualifications and skills that directors and candidates should possess. To promote thoughtful Board refreshment, we have:

We believe that, over time, the Board will benefit from a mix of new directors, who will bring fresh ideas and viewpoints, and longer-serving directors who will have developed deep insight into the Company’s business and operations. As Garrett matures as an independent company, the Board will seek to maintain a balance of directors who have longer terms of service and directors who have joined more recently.

Comprehensive, Ongoing Process for Board Succession Planning and Selection and Nomination of Directors

Our current directors were selected prior to theSpin-Off through a process involving both Honeywell and us. Following theSpin-Off, asAs provided in our corporate governance guidelines (the “CorporateCorporate Governance Guidelines”),Guidelines, the Board, together with the Nominating and Governance Committee, is responsible for annually evaluating the requisite skills and characteristics of Board members, as well as its composition as a whole to ensure the overall Board composition, as well as the perspective and skills of its individual members, will effectively support Garrett’s growth and commercial strategy, as well as effectively oversee risk management, capital allocation and management succession. The Board’s assessment includes a consideration of independence, diversity, age, skills, experience and industry backgrounds in the context of the needs of the Board and the Company, as well as the ability of members (and any candidates for membership) to devote sufficient time to performing their duties in an effective manner.

Each year, the Nominating and Governance Committee assesses the directors to be nominated for election by stockholders at the annual meeting. To ensure that the Board evolves in a manner that serves the business and strategic needs of the Company, before recommending forre-nomination a slate of incumbent directors for an additional term, the Nominating and Governance Committee will evaluateevaluates whether incumbent directors possess the requisite skills and perspective, both individually and collectively. At a minimum, directors are expected to exemplify the highesthigh standards of personal and professional integrity and to constructively challenge management through their

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active participation and questioning. The Board also considers the other demands on the time of a candidate, and with respect to current members of the Board, their attendance at, preparedness for and participation in, Board and committee meetings.

The Nominating and Governance Committee has responsibility for periodically identifying and recruiting new members to the Board based on needs and skills indentifiedidentified through discussions with the Chairperson of the Board, the Chief Executive Officer, the Lead Director (if any) and other Board members. When these needs arise, we anticipate that potential candidates meeting these criteria will be identified either by professional recruiting agencies, reputation or existing Board members. Candidates will be interviewed by the Chairperson, Chief Executive Officer, Lead Director (if any) and other members of the Board, as appropriate, to ensure that candidates not only possess the requisite skills and characteristics but also the personality, leadership traits, work ethic and independence to effectively contribute as a member of the Board.

Maura J. Clark, anon-employee Class I director nominee for election at the Annual Meeting, was recommended by Honeywell prior to theSpin-Off.

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Stockholders also have the right under our Bylaws to directly nominate director candidates for inclusion in our proxy statement, without any action or recommendation on the part of the Nominating and Governance Committee or the Board, by following the procedures set forth in our Bylaws that are described below under the heading “Additional Information—Stockholder Proposals.”

Proposals and Director Orientation and Continuing Education

The Board views orientation and continuing education as vital tools for building an effective Board. We provide all new directors, upon joining the Board, with an orientation session regarding the Board and the Company’s operations. The orientation consists of presentations by members of senior management on the Company’s strategic plans, financial statements and key issues, policies and practices. We also periodically provide materials, updates and presentations, including in regular Board and committee meetings, or provided by qualified third-parties, to all directors on issues and subjects that assist them in fulfilling their responsibilities. In addition, the Company pays for all expenses for any director who wishes to attend seminars, conferences and other continuing education programs designed for directors of public companies.Nominations.”

Corporate Governance Documents

We believe that good corporate governance is important to ensure that Garrett is managed for thelong-term benefit of our stockholders. Our Nominating and Governance Committee will periodically reviewreviews and reassessreassesses our Corporate Governance Guidelines, other governance documents and overall governance structure. Complete copies of our Corporate Governance Guidelines and committee charters are available on the “Investors—Leadership & Governance” section of our website atwww.garrettmotion.com. Alternatively, you may request a copy of any of these documents by writing to Garrett Motion Inc., Attention: JeromeJérôme Maironi, Corporate Secretary, Z.A. La Pièce 16, Rolle, Switzerland 1180.

Code of Business Conduct

The Board has adopted a written code of ethics (the “Code of Business Conduct”), which applies to all of our employees, officers and directors. Our Code of Business Conduct is available in the “Investors—Leadership & Governance” section of our

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		Committee Membership
Name		Audit Committee		Compensation Committee		Nominating and Governance Committee
Carlos M. CardosoDaniel Ninivaggi (Board Chairperson)
Maura J. ClarkD’aun Norman								CHAIR
Courtney M. EnghauserJohn Petry
Susan L. Main
Olivier RabillerTina Pierce
Carsten J. ReinhardtOlivier Rabiller				CHAIR
Scott A. TozierRobert Shanks		CHAIR
Steven Silver
Julia Steyn
Steven Tesoriere

CHAIR = Committee Chair							= Member

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Compensation Committee Interlocks and Insider Participation

The Compensation Committee currently consists of Carlos M. Cardoso, Maura J. Clark, Carsten J. Reinhardt,Robert Shanks, Steven Silver and Julia Steyn, who serves as chair, and Scott A. Tozier.chair. No member of our Compensation Committee is or has been an officer or employee of the Company.

During 2018,2021, none of our executive officers served as a member of the Board or Compensation Committee, or other committee serving an equivalent function, of any other entity that has, or that at the time had, one or more of its executive officers serving as a member of our Board or Compensation Committee.

The Board’s Role in Risk Oversight

The Board recognizes that the achievement of our strategic and commercial objectives involves taking risks and that those risks may evolve over time. The Board has oversight responsibility for Garrett’s risk management, which is designed to identify, assess, and communicate these risks across the Company’s operations, and foster a corporate culture of integrity and risk awareness. Consistent with this approach, one of the Board’s primary responsibilities includes reviewing assessments of, and advising management with respect to, significant risks and issues facing the Company.

In addition, the Board has tasked designated committees of the Board to assist with the oversight of certain categories of risk management, and the committees report to the Board regularly on these matters.

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Our Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.

Corporate SustainabilityResponsibility

Garrett’s corporatemission to enable cleaner, safer vehicles is at the heart of its contribution to society. We develop solutions for the auto industry’s most pressing sustainability issues, from emissions reduction to vehicle cybersecurity. Corporate responsibility is an importanttherefore a priority for the Company and the Board. The Board is responsible for promoting the exercise of responsible corporate citizenshipresponsibility and sustainability as well as monitoring adherence to Company standards. The NominatingBoard manages oversight of sustainability through a Sustainability Committee, which is comprised of senior leaders who assess and Governance Committee reviews and addresses withprioritize topics that are material for the Board the Company’s policies and programs relating to compliance with its Code of Conduct, health, safety and environmental matters, equal employment opportunity and other relevant matters regarding Garrett’s role as a responsible corporate citizen.

Commitment to the Environment

Garrett believes that in order to grow as a Company, we must work to have a positive impact on the communities that sustain us. We must work to respect and protect not only the communities where we live and work, but also the planet and its inhabitants.business.

Garrett articulates its commitments to health, safetysocial and the environment, and to socialenvironmental considerations in the communities in which it operates in itsthe Company’s Code of Business Conduct, which can be found on our website atwww.garrettmotion.com under “Investors—Leadership & Governance”. As part

The Company published its first sustainability report in 2021 and intends to annually report progress on its sustainability commitments. Our sustainability report is available on our website at https://www.garrettmotion.com/corporate/sustainability/.

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Sustainability Commitments

Our WeCare4 sustainability approach, defined in 2019 following Garrett’s first materiality assessment, focuses on two essential building blocks required to successfully achieve our mission:

Culture of this commitment:innovation

Responsible operations

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