By Order of the Board of Directors,

Senior Vice President, General Counsel and Corporate Secretary

April 5, 2021

Election of Directors (page 5)

Ratification of Retention of Independent Registered Public Accounting Firm (page 73)

Advisory Vote to Approve Executive Compensation (page 74)

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
VOTE YOUR SHARES OVER THE TELEPHONE, VIA THE INTERNET OR BY COMPLETING, DATING, SIGNING AND RETURNING A PROXY CARD, AS DESCRIBED IN THE PROXY STATEMENT. YOUR PROMPT
COOPERATION IS GREATLY APPRECIATED.

Mei-Wei Cheng

Jonathan F. Foster

Bradley M. Halverson

Mary Lou Jepsen

Roger A. Krone

Patricia L. Lewis

Kathleen A. Ligocki

Conrad L. Mallett, Jr.

Raymond E. Scott

Gregory C. Smith

“C” = Chair of Committee

“X” = Member of Committee

“E” = Ex Officio Member

Director Term: One Year

Board Meetings in 2020: 17

Standard Board Committee Meetings in 2020: Audit (9),
Compensation (8), Nominating (8)

Thomas P. Capo, the current Chair of the Compensation Committee, is not standing for reelection to the Board. Following the Annual Meeting, the Board will appoint a new Chairperson from among the other Compensation Committee members, all of whom are independent.

✓   Pay Program Aligned with Business Strategy: Our incentive plan performance measures are well aligned with our business strategy, correlative to total stockholder return and generally consistent with those used by our peer companies.

✓   Robust Stock Ownership Guidelines: We have adopted management stock ownership guidelines that are applicable to all executive officers, including our named executive officers. The stock ownership guideline for our CEO is six times his annual base salary.

✓   Balanced Mix of Performance Measures: We use multiple financial performance measures and stock price-based awards (stock options and TSR) assessed over one and three-year periods.

✓   High Percentage of Performance-Based Pay: 100% of the annual incentive opportunity and the majority (60%) of the long-term incentive opportunity that we offered our named executive officers in 2020 are determined based on the achievement of specific performance measures. 90% of our CEO’s pay and on average 80% of our other NEOs’ 2020 target total direct compensation is at risk.

✓   Independent Compensation Consultant for Compensation Committee: Our Compensation Committee has engaged Pay Governance LLC as its independent compensation consultant.

✓   Clawback of Incentive Compensation: Our clawback policy applies to all incentive-based cash and equity compensation granted to current and former executive officers. In the event that we are required to prepare an accounting restatement due to any such executive officer’s intentional misconduct, we will recover from him or her the amount, if any, of incentive compensation in excess of what would have been paid under the accounting restatement.

✓   Annual Market Practices and Compensation Risk Review: On an annual basis, we assess the key elements of our executive compensation programs as compared to market practices and emerging trends, and consider our business strategy and talent needs. We also complete annually a comprehensive risk assessment of our employee compensation policies and practices.

✓   Equity Retention Requirement: Until an executive satisfies the applicable stock ownership guidelines, he or she must hold 50% of the net shares acquired upon the vesting of equity awards.

✓   Holding Period for Career Shares: As part of our long-term incentive package, the CEO and certain executives traditionally receive awards of time-based Career Shares. The units underlying the Career Shares must be held until the earlier of age 62 or three years after retirement. In 2020, rather than receiving time-based Career Shares, the CEO and certain executives received Performance-Based Career Shares, which are 100% performance-based and consist of equally weighted performance goals of Total Liquidity, Backlog and Relative Total Shareholder Return (i.e., our TSR performance must be at the median or higher as compared to a group of auto suppliers and industrial companies over the performance period). The distribution terms are consistent with prior Career Share awards.

 ✘   No Single-Trigger Change in Control Vesting of Equity Awards: All equity awards are subject to “double-trigger” vesting upon a change in control, which protects our employees in the event of a change in control transaction and helps ensure an orderly transition of leadership.

✘ No Hedging or Pledging of Company Stock: We maintain a formal policy prohibiting our officers and directors from entering into hedging transactions involving Company stock and pledging Company stock as collateral for loans.

 ✘   No Single-Trigger Change in Control Severance Benefits: Our executives are not eligible to receive severance benefits solely upon the occurrence of a change in control. This is intended to ensure that members of senior management are not influenced by their personal situations and are able to be objective in evaluating a potential change in control transaction.

✘ No Excise Tax Gross-Ups: None of the employment agreements with our executive officers contains an excise tax gross-up provision.

 ✘   No Repricing of Stock Options: We do not reprice our stock options or provide for cash buyouts of underwater options.

•  Set carbon reduction goals to reduce carbon emissions by 50% and achieve 100% renewable energy for electricity use at our plants by 2030, as well as to reach net zero carbon emissions by 2050

•  Continued to develop and commercialize innovative products that support key sustainable and emerging industry trends, such as connectivity, electrification and shared mobility

•  Strengthened our efforts to drive Diversity, Equity and Inclusion (“DEI”) globally by expanding and enhancing our DEI leadership structure, executing a company-wide DEI educational campaign and investing in initiatives to support racial equality

•  Conducted more than 125,000 hours of DEI and Expect Respect anti-harassment training in 2019-2020

•  Authored and publicly shared a Safe Work Playbook to assist our global sites and other organizations to resume operations safely during the COVID-19 pandemic

•  Produced more 10 million protective masks for use by our employees and frontline health workers

•  Became a signatory of the United Nations Global Compact and formalized our Human Rights Policy

•  Reorganized our ESG function to drive integration of sustainability into all aspects of our business

•  Added three new directors, increasing the Board’s expertise and diversity

•  Conducted a corporate governance roadshow to highlight Lear’s enhanced ESG efforts to current and potential investors

•  Engaged a third party to assist in our efforts to map, assess and monitor ESG risks in our global supply chain

Name

Mei-Wei Cheng

Director

Jonathan F. Foster

Director

Bradley M. Halverson

Director

Mary Lou Jepsen

Director

Roger A. Krone

Director

Patricia L. Lewis

Director

Kathleen A. Ligocki

Director

Conrad L. Mallett, Jr.

Director

Raymond E. Scott

Director, President and Chief Executive Officer

Gregory C. Smith

Director

•  Audit

•  Compensation

Biography

Mr. Cheng has been a director of the Company since January 2019. Additionally, Mr. Cheng is a member of the Board of Directors of NIU Technologies. Mr. Cheng also serves as the Non-Executive Chairman of both HCP Packaging and Interplex Holdings Pte. Ltd., both Baring Private Equity Asia portfolio companies, roles he has held since August 2018 and September 2019, respectively. Mr. Cheng has served as an Advisory Board member of (i) CareSyntax, a technology and services platform for hospitals, since May 2018 and (ii) Lumileds, a lighting company, since April 2018. Additionally, Mr. Cheng currently serves as a Senior Venture Partner of Fontinalis Capital Partners II, a position he has held since December 2014. He is also a member of the Cornell Engineering College Advisory Council, the Cornell China Advisory Board and the Dartmouth Tuck Asia Advisory Board. From July 2012 to October 2018, Mr. Cheng served as a member of the Audit and Finance Committee of the Board of Directors for Seagate Technology (Nasdaq: STX), a data storage company. From February 2015 to January 2017, Mr. Cheng served as the Chairman of the Board of Directors of Pactera Technology International Ltd., a portfolio company of Blackstone Group. Mr. Cheng also served as a member of the Audit Committee of the Board of Directors of Diebold Nixdorf, Inc. (NYSE: DBD) from 2009 to 2013. Mr. Cheng served as a Senior Advisor of Iconiq Motors, a new energy vehicle company, from September 2017 to September 2019. From July 2010 to April 2014, Mr. Cheng served as the Chief Executive Officer of Siemens Northeast Asia and as President and Chief Executive Officer of Siemens China. Prior to joining Siemens, Mr. Cheng served as the Chairman and Chief Executive Officer of Ford Motor (China) Ltd. and as Group Vice President of Ford Motor Company from 2009 to 2010. Before joining Ford, Mr. Cheng held various senior executive positions at General Electric Corporation and AT&T. Mr. Cheng earned a bachelor’s degree in industrial engineering and operations research from Cornell University, a master’s degree in business administration from Rutgers University and is a graduate of both Dartmouth’s Tuck Executive Program and Massachusetts Institute of Technology’s Program for Senior Executives.

Skills and Qualifications

•  Significant international senior management and leadership experience, with a particular focus on Asian markets, including at board chairman level

•  Public company directorship and committee experience

•  Extensive international, business development, technological and sales and marketing expertise

•  Senior management experience in international automotive operations

•  Extensive knowledge of the automotive industry

•  Independent of management

•  Audit (Chair)

•  Nominating

Biography

Mr. Foster has been a director of the Company since November 2009. Mr. Foster is Managing Director of Current Capital Partners LLC, a mergers and acquisitions advisory, corporate management services and private equity investing firm. Previously, from 2007 until 2008, Mr. Foster served as a Managing Director and Co-Head of Diversified Industrials and Services at Wachovia Securities. From 2005 until 2007, he served as Executive Vice President — Finance and Business Development of Revolution LLC. From 2002 until 2004, Mr. Foster was a Managing Director of The Cypress Group, a private equity investment firm and from 2001 until 2002, he served as a Senior Managing Director and Head of Industrial Products and Services Mergers & Acquisitions at Bear Stearns & Co. From 1999 until 2000, Mr. Foster served as the Executive Vice President, Chief Operating Officer and Chief Financial Officer of Toysrus.com, Inc. Previously, Mr. Foster was with Lazard, primarily in mergers and acquisitions, for over ten years, including as a Managing Director. Mr. Foster is a director of publicly traded Masonite International Corporation, Berry Global and Five Point Holdings. He was previously a director of publicly traded Chemtura Corp., Sabine Oil & Gas and Smurfit-Stone Container Corporation. Mr. Foster is also a director of privately held automotive supplier Aludyne (f/k/a Chassix). He was previously a director of privately held automotive suppliers TI Automotive, Stackpole, Rimstock Holdings plc and Dayco Products. Mr. Foster has a bachelor’s degree in Accounting from Emory University, a master’s degree in Accounting & Finance from the London School of Economics and has attended the Executive Education Program at Harvard Business School.

Skills and Qualifications

•  Senior management and leadership experience

•  Public company directorship and committee experience, including with global manufacturing companies

•  Experience in financial statement preparation and accounting, financial reporting, compliance and internal controls

•  Previous experience as a chief financial officer

•  Extensive transactional experience in mergers and acquisitions, debt financings and equity offerings

•  Extensive experience as an investment banker, private equity investor and director with industrial companies, including those in the automotive sector

•  Independent of management

•  Audit

Biography

Mr. Halverson has been a director of the Company since June 2020. Mr. Halverson served as the Group President and Chief Financial Officer of Caterpillar Inc. (NYSE: CAT), the world’s leading manufacturer of construction and mining equipment, diesel and gas engines, turbines, and locomotives, from 2013 to 2018. He joined Caterpillar in 1988, serving in various roles of increasing responsibility including leading the Caterpillar Financial business unit as well as the human resources, global supply chain and information services functions. Mr. Halverson currently serves on the board of Sysco Corporation (NYSE: SYY), where he is the Audit Committee Chairman. He also previously served as a director for the U.S. Chamber of Commerce. Mr. Halverson attended the University of Illinois, where he received a Bachelor of Science degree in Accounting and an Executive Masters of Business Administration. He is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.

Skills and Qualifications

•  Senior management and leadership experience, including in international operations

•  Previous experience as a chief financial officer of a large, publicly-traded global manufacturing company

•  Extensive experience in financial analysis, financial statement preparation, financial reporting, compliance and internal controls

•  Public company directorship and committee experience, including at committee chairman and lead independent director levels

•  Compensation

•  Nominating

Biography

Dr. Jepsen was appointed a director of the Company in March 2016. Dr. Jepsen is the CEO, Founder and Chairman of the Board of Openwater, a start-up company focused on replacing the functionality of Magnetic Resonance Imaging (MRI) with a consumer electronic wearable using novel opto-electronics to achieve comparable resolution to a MRI. Previously, Dr. Jepsen was the Executive Director of Engineering at Facebook, Inc. and Head of Display Technologies at Oculus where she led advanced consumer electronics, opto-electronic and display design and manufacturing efforts. From 2012 to 2015, Dr. Jepsen had a similar role at Google, Inc. and Google X. She also co-founded One Laptop per Child and was the lead architect of the $100 laptop, millions of which were shipped to children in the developing world. Since February, 2021, Dr. Jepsen has served on the board of directors of Luminar Technologies, Inc. (NASDAQ: LAZR). She is the principal inventor on approximately 250 patents. She has broad advisory experience in Peru, China, Uruguay, Taiwan, Brazil and the United States, as well as at the United Nations. Dr. Jepsen holds a doctorate degree from Brown University in Optical Sciences, a master of science degree from Massachusetts Institute of Technology in Visual Studies and a bachelor’s of science degree in Electrical Engineering from Brown University.

Skills and Qualifications

•  One of the world’s foremost display innovators

•  Exceptional track record of leadership and innovation

•  Significant experience in working with Asia’s largest computer manufacturers

•  Experience and leadership in engineering with global technology companies

•  Globally recognized with dozens of prestigious awards, including TIME magazine’s “Time 100” as one of the 100 most influential people in the world, a CNN top 10 thinker and by the leading global professional societies in optics, display and electronics

•  Senior management experience

•  Independent of management

•  Nominating

Biography

Mr. Krone has been a director of the Company since November 2020. Mr. Krone has served as the Chief Executive Officer of Leidos Holdings, Inc. (NYSE: LDOS) since July 2014 and as the Chair of its Board since March 2015. Prior to that, Mr. Krone served as President of Network and Space Systems for The Boeing Company (NYSE: BA) from 2006 to 2014. Mr. Krone previously held various senior program management and finance positions at Boeing, McDonnell Douglas Corp. and General Dynamics Corporation (NYSE: GD). From February 2017 to April 2019, Mr. Krone served as a director of BorgWarner Incorporated (NYSE: BWA). Mr. Krone has a bachelor’s degree in Aerospace Engineering from the Georgia Institute of Technology, a master’s degree in Aerospace Engineering from the University of Texas at Arlington, and an MBA from the Harvard Graduate School of Business.

Skills and Qualifications

•  Senior management experience, including serving as a chief executive officer, at publicly-traded companies

•  Public company directorship and committee experience, including at the board chairman level

•  Valuable experience in global operational excellence within the engineering and aviation sectors

•  Significant leadership, business and corporate governance experience

•  Independent of management

•  Compensation

Biography

Ms. Lewis has been a director of the Company since November 2020. Ms. Lewis has served as Executive Vice President and Chief Human Resources Officer at UnitedHealth Group Incorporated (NYSE: UNH) since October 2019. Prior to that, Ms. Lewis served in various roles at Lockheed Martin Corporation (NYSE: LMT), including Senior Vice President and Chief Human Resources Officer from 2014 to October 2019; Vice President, Human Resources, Information Systems and Global Solutions from 2012 to 2014; and Vice President, Human Resources, Electronic Systems from 2011 to 2012. Ms. Lewis previously held various human resources positions at International Business Machines Corporation (NYSE: IBM) and E.I. du Pont de Nemours and Company (NYSE: DD). Ms. Lewis has a bachelor’s degree in Industrial Relations Management from the University of Bridgeport.

Skills and Qualifications

•  Senior management and leadership experience with multiple global companies

•  Over two decades experience in human capital management spanning multiple industries, including serving as a Chief Human Resources Officer

•  Independent of management

•  Compensation

•  Nominating (Chair)

Biography

Ms. Ligocki has been a director of the Company since September 2012. She currently serves on the boards of Carpenter Technology where she sits on the Compensation, Nominating/Governance, and Strategy Committees; PPG Industries Inc. (NYSE: PPG) where she sits on the Audit and Technology/Environment Committees, Qell Acquisition Corp. (NASDAQ: QELL) where she sits on the Audit Committee; Farmers Business Network where she serves on the Audit and Compensation Committees, and the Indiana University Foundation where she sits on the Legal/Governance and Audit Committees. From December 2015 to February 2019, Ms. Ligocki served as the Chief Executive Officer of Agility Fuel Solutions, based in Costa Mesa, California. Ms. Ligocki served as the Chief Executive Officer of Harvest Power, Inc., one of the leading organics management companies in North America from 2014 to 2015. From 2012 to 2014, she served as an Operating Partner at Kleiner Perkins Caufield & Byers, one of Silicon Valley’s top venture capital providers where she worked with the firm’s greentech ventures on strategic challenges, scaling operations and commercialization. Ms. Ligocki also has served as the Chief Executive Officer of two early-stage companies: Next Autoworks, an auto company with a unique low-cost business model, from 2010 to 2012, and GS Motors, a Mexico City-based auto retailer owned by Grupo Salinas, a large Mexican conglomerate, from 2008 to 2009. From 2008 to 2010, Ms. Ligocki was a Principal in Pine Lake Partners, a consultancy focused on start-ups and turnarounds. From 2003 to 2007, Ms. Ligocki was the Chief Executive Officer of Tower Automotive, a global Fortune 1000 automotive supplier. Previously, Ms. Ligocki held executive positions at Ford Motor Company and at United Technologies Corporation where she led operations in North America, Europe, Africa, the Middle East and Russia. Ms. Ligocki began her career at General Motors Corporation working for 15 years at Delco Electronics Corporation. Ms. Ligocki formerly served as a director of Agility Fuel Solutions, Harvest Power, Inc., Ashland Inc., Next Autoworks, BlueOak Resources and Lehigh Technologies. Ms. Ligocki earned a bachelor’s degree with highest distinction in Liberal Studies from Indiana University Kokomo and holds an MBA from the Wharton School at the University of Pennsylvania. She also has been awarded honorary doctorate degrees from Central Michigan University and Indiana University Kokomo.

Skills and Qualifications

•  Senior management and leadership experience, including as chief executive officer, in the automotive industry

•  Public company directorship and committee experience, including in the automotive industry

•  Extensive experience in financial analysis, financial statement preparation, financial reporting, compliance and internal controls

•  Senior management experience in international automotive operations

•  Understanding of a wide range of issues through experience with businesses ranging from start-ups to large, global manufacturing operations

•  Independent of management

•  Audit

•  Nominating

Biography

Justice Mallett has been a director of the Company since August 2002. In June 2020, Justice Mallett was named Deputy Mayor of the City of Detroit. Justice Mallett was previously the Chief Administrative Officer of Detroit Medical Center from September 2019 to December 2020. Prior to that, he served as Chief Executive Officer of Detroit Medical Center’s Sinai-Grace Hospital from August 2017 to September 2019. Prior to that, he was Interim Chief Executive Officer of Detroit Medical Center’s Huron Valley Sinai Hospital from March 2017 to August 2017 and also Executive Vice President and Chief Administrative Officer of Detroit Medical Center from January 2012 to August 2017. Previously, he served as President and Chief Executive Officer of Detroit Medical Center’s Sinai Grace Hospital from August 2003 until December 2011. Prior to that, Justice Mallett served as the Chief Legal and Administrative Officer of the Detroit Medical Center beginning in March 2003. Previously, he served as President and General Counsel of La-Van Hawkins Food Group LLC from April 2002 to March 2003 and Chief Operating Officer for the City of Detroit from January 2002 to April 2002. From August 1999 to April 2002, Justice Mallett was General Counsel and Chief Administrative Officer of the Detroit Medical Center. Justice Mallett was also a Partner in the law firm of Miller, Canfield, Paddock & Stone from January 1999 to August 1999. Justice Mallett was a Justice of the Michigan Supreme Court from December 1990 to January 1999 and served a two-year term as Chief Justice beginning in 1997. Justice Mallett formerly served as a director of Kelly Services, Inc. He was recognized by Savoy Magazine as one of 2016 Most Influential Black Corporate Directors. Justice Mallett has a bachelor’s degree from the University of California, Los Angeles, a JD and a master of public administration degree from the University of Southern California and an MBA from Oakland University.

Skills and Qualifications

•  Senior management and leadership experience

•  Leadership experience gained as Chief Justice of the Michigan Supreme Court and through multiple executive-level roles with Detroit Medical Center

•  Public company directorship and committee experience

•  Extensive legal and governmental experience, including significant involvement in state, municipal and community governmental activities

•  Independent of management

Biography

Mr. Scott was appointed as President and Chief Executive Officer of the Company on March 1, 2018. Previously, Mr. Scott also served as the Company’s Interim President, E-Systems from January 28, 2019 to September 3, 2019. Prior to that, he served as the Company’s Executive Vice President and President, Seating, a position he had held since November 2011, and prior to that, as the Company’s Senior Vice President and President, E-Systems, a position he had held since February 2008. Previously, he served in other positions at the Company, including Senior Vice President and President, North American Seat Systems Group since August 2006, Senior Vice President and President, North American Customer Group since June 2005, President, European Customer Focused Division since June 2004 and President, General Motors Division since November 2000. Mr. Scott earned a Bachelor of Science degree in economics from the University of Michigan. He also earned a master of business administration degree from Michigan State University’s Advanced Management Program.

Skills and Qualifications

•  Senior management and leadership experience with the Company, with extensive knowledge of the Company’s business, operations and global strategy

•  Track record of leadership, achievement, innovation and execution in the Company’s Seating and E-Systems businesses

•  More than 30 years of experience in the automotive industry

Biography

Mr. Smith has served as the Company’s Non-Executive Chairman since May 2020 and been a director of the Company since November 2009. Mr. Smith, a retired Vice Chairman of Ford Motor Company, currently serves as Principal of Greg C. Smith LLC, a private management consulting firm, a position he has held since 2007. Previously, Mr. Smith was employed by Ford Motor Company for over 30 years until 2006. Mr. Smith held various executive-level management positions at Ford Motor Company, most recently serving as Vice Chairman from 2005 until 2006, Executive Vice President and President — Americas from 2004 until 2005, Group Vice President — Ford Motor Company and Chairman and Chief Executive Officer — Ford Motor Credit Company from 2002 to 2004, Vice President — Ford Motor Company, and President and Chief Operating Officer — Ford Motor Credit Company from 2001 to 2002. As Vice Chairman, Mr. Smith was responsible for Ford’s Corporate Strategy and Staffs, including Human Resources and Labor Affairs, Information Technology, and Automotive Strategy. During his career at Ford, Mr. Smith ran several major business units and had extensive experience in Financial Services, Strategy, Marketing and Sales, Engineering and Product Development. Mr. Smith also was responsible for Hertz when Ford owned it, and, in 2005, Automotive Components Holdings, the portion of Visteon that Ford repurchased. Currently, Mr. Smith serves as a director of publicly traded Penske Automotive Group (NYSE: PAG), where he serves as the chair of the Audit Committee and formerly served as a director of the Federal National Mortgage Association (Fannie Mae), Penske Corporation and Solutia Inc. Mr. Smith serves on the Risk Oversight Advisory Council of the National Association of Corporate Directors (NACD). Mr. Smith is an NACD Board Leadership Fellow, NACD’s highest level of accreditation. Mr. Smith has a bachelor’s degree in Mechanical Engineering from Rose-Hulman Institute of Technology and an MBA from Eastern Michigan University.

Skills and Qualifications

•  Senior management and leadership experience, including in the automotive industry

•  Public company directorship and committee experience

•  Served on audit committees of public and private companies

•  Experience actively overseeing finance departments and personnel

•  Extensive experience and knowledge of automotive industry

•  Experience and knowledge of automotive company operations and strategic issues, including engineering, manufacturing, marketing, human resources and finance

•  Independent of management

Ray

Scott

Woman

×

×

×

African-American / Black

×

×

Pan-Asian

×

Non-U.S. Resident

×

LGBTQ

×

CEO / Large Business Head

×

×

×

×

×

×

×

×

×

CFO / Treasurer / Fin. Serv. Exec.

×

×

×

Auto Industry

×

×

×

×

×

×

Technology

×

×

×

×

×

×

×

Strategy

×

×

×

×

×

×

×

×

×

Finance

×

×

×

×

×

×

×

Commercial / Marketing

×

×

×

×

×

×

Operations

×

×

×

×

×

×

×

×

Human Capital Management

×

×

×

×

×

×

×

×

×

Legal / Governmental

×

×

×

×

Environmental, Social, Governance

×

×

×

×

×

×

×

×

×

×

International

×

×

×

×

×

×

×

×

×

•  Carefully evaluates the reports received from management and makes inquiries of management on areas of particular interest to the Board

•  Reviews with management material strategic, operational, financial, compensation and compliance risks, including risks related to environmental, social and governance issues

•  Considers specific risk topics in connection with strategic planning and other matters

•  Oversees risk oversight and related activities conducted by the Board committees through reports of the committee chairmen to the Board

•  Responsible for ensuring that the Company has an internal audit function to provide management and the Audit Committee with ongoing assessments of the Company’s risk management process and system of internal controls

•  Discusses with management the Company’s process for assessing and managing risks, including the Company’s major risk exposures related to tax matters, financial instruments, litigation and information security (including cybersecurity) and the steps necessary to monitor and control such exposures

•  Central oversight of financial and compliance risks

•  Meets periodically with senior management, our vice president of internal audit, our chief compliance officer and our independent auditor, Ernst & Young LLP, and reports on its findings at each regularly scheduled meeting of the Board

•  Periodically assesses reports provided by management on risks addressed in the enterprise risk management process and other risks, and reports to the Board, as appropriate

•  Oversees the review and evaluation of the risks associated with our compensation policies and practices (see also “Compensation and Risk”)

•  Oversees risks associated with our governance structure and processes

•  Reviews our organizational documents, Code of Business Conduct and Ethics, Corporate Governance Guidelines and other policies

•  Oversees sustainability issues, including as they pertain to environmental and corporate social responsibility matters

Directors

Nominating

Committee

Thomas P. Capo

X

C

Mei-Wei Cheng

X

X

Jonathan F. Foster

C

X

Bradley M. Halverson

X

Mary Lou Jepsen

X

X

Roger A. Krone

X

Patricia L. Lewis

X

Kathleen A. Ligocki

X

C

Conrad L. Mallett, Jr.

X

X

Raymond E. Scott

Gregory C. Smith

E

E

E

Non-Executive Chairman of the Board

Denotes member and chairman of committee

Denotes member

Denotes Ex Officio member

Thomas P. Capo, the current Chair of the Compensation Committee, is not standing for reelection to the Board. Following the Annual Meeting, the Board will appoint a new Chairperson from among the other Compensation Committee members, all of whom are independent.

Name

Fees Earned or Paid

in Cash⁽¹⁾

Thomas P. Capo

$

122,563

$

159,923

$

282,486

Mei-Wei Cheng⁽²⁾

$

103,479

$

159,923

$

263,402

Jonathan F. Foster

$

122,563

$

159,923

$

282,486

Bradley M. Halverson⁽⁴⁾

$

52,708

$

146,623

$

199,331

Mary Lou Jepsen

$

103,479

$

159,923

$

263,402

Roger A. Krone⁽⁵⁾

$

16,771

$

79,914

$

96,685

Patricia L. Lewis⁽⁶⁾

$

16,771

$

79,914

$

96,685

Kathleen A. Ligocki

$

116,292

$

159,923

$

276,215

Conrad L. Mallett, Jr.

$

103,479

$

159,923

$

263,402

Gregory C. Smith⁽⁷⁾

$

147,146

$

279,972

$

427,118

Henry D.G. Wallace⁽²⁾⁽⁸⁾

$

77,188

$

—

$

77,188

Includes cash retainer and other fees earned for service as directors in 2020. The base annual cash retainer is $115,000 and as described below, there is an additional cash retainer for the Non-Executive Chairman and the Chairman of each of the Audit Committee, Compensation Committee and Nominating Committee. Also, as noted below, for the period from May to November 2020, the directors took a 25% reduction in cash fees in response to industry conditions created by the COVID-19 pandemic. Our directors received the following additional cash fees in 2020: (i) Messrs. Capo, Foster, and Smith each received $2,000 (representing fees for two non-standing special Financing Committee meetings), and (ii) Messrs. Capo, Cheng, Foster, Mallett and Smith, and Mses. Jepsen and Ligocki each received $5,250 (representing fees for four meetings held in 2020 in excess of the twelve meetings each individual attends in a calendar year)).

Mr. Cheng deferred $103,479 of his 2020 retainer and other cash fees. In addition, Mr. Wallace deferred $77,188 of his 2020 retainer fees; however, such amounts were paid out in connection with his retirement from the Board.

As described below under the heading “Equity Compensation,” on May 21, 2020, each of our non-employee directors who were members of the Board on the date of the annual meeting received a grant of restricted stock units, which vest on the earlier of the first anniversary of the grant date and the date of the next annual meeting of stockholders that is at least 50 weeks following the immediately preceding year’s annual meeting, subject to each director’s continued service on the Board. Each of Messrs. Halverson and Krone, and Ms. Lewis, received a prorated grant of restricted stock units, with the same vesting schedule noted in the preceding sentence, on June 18, 2020 (for Mr. Halverson) and on November 9, 2020 (for Mr. Krone and Ms. Lewis, respectively). The amounts reported in this column for each director reflect the aggregate grant date fair value determined in accordance with FASB Accounting Standards Codification^™ (“ASC”) Topic 718, “Compensation-Stock Compensation.” As of December 31, 2020, each of our non-employee directors who were members of the Board on such date held the following outstanding and unvested restricted stock units: Messrs. Capo, Cheng, Foster, Mallett, along with Ms. Jepsen and Ms. Ligocki – 1,508; Mr. Halverson – 1,364; Mr. Krone and Ms. Lewis – 579; and Mr. Smith – 2,640. Messrs. Capo and Cheng, along with Ms. Ligocki, each elected to defer 100% of their 2020 restricted stock unit grants; Mr. Mallett elected to defer 61% of his 2020 restricted stock unit grant (in each case, subject to vesting of the restricted stock units).

Mr. Halverson was appointed to the Board in June 2020.

Mr. Krone was appointed to the Board in November 2020.

Ms. Lewis was appointed to the Board in November 2020.

In connection with Mr. Wallace’s retirement, the Board appointed Mr. Smith as the new Non-Executive Chairman of the Board immediately following the 2020 annual meeting.

Mr. Wallace, who served as the Non-Executive Chairman of the Board, did not stand for re-election at the 2020 annual meeting, as he had reached the Company’s mandatory retirement age for directors. The fees earned by Mr. Wallace represent the amounts he received prior to his retirement.

       Number of       

RSUs
Owned⁽²⁰⁾

5% Beneficial Owners:

BlackRock, Inc.⁽¹⁾

FMR LLC⁽²⁾

The Vanguard Group⁽³⁾

Pzena Investment Management, LLC⁽⁴⁾

Harris Associates L.P.⁽⁵⁾

Named Executive Officers and Directors:

Raymond E. Scott^(6)(7)(8)

Jason M. Cardew⁽⁶⁾⁽⁹⁾

Carl A. Esposito⁽⁶⁾⁽⁹⁾

Frank Orsini⁽⁶⁾⁽⁹⁾

Thomas A. DiDonato⁽⁶⁾⁽⁷⁾

Thomas P. Capo^(8)(10)

Mei-Wei Cheng^(8)(11)

Jonathan F. Foster^(8)(12)