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
________________________
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| o | Preliminary Proxy Statement | ||||
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
| x | Definitive Proxy Statement | ||||
| o | Definitive Additional Materials | ||||
| o | Soliciting Material Pursuant to §240.14a-12 | ||||
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| x | No fee required. | ||||
| o | Fee paid previously with preliminary materials. | ||||
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||
21557 Telegraph Road
Southfield, Michigan 48033
April 3, 2024
Dear Shareholder:
On behalf of the Board of Directors of Lear Corporation, you are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) to be held through a virtual web conference at www.virtualshareholdermeeting.com/LEA2024 on May 16, 2024, at 9:00 a.m. (Eastern Time). You will be able to attend the Annual Meeting online, vote your shares electronically, and submit questions in advance of and during the meeting by logging in to the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or in any additional voting instructions accompanying these proxy materials. We recommend that you log in a few minutes before the meeting to ensure you are admitted when the meeting starts.
To facilitate broad shareholder attendance and participation and provide a consistent experience to all shareholders, regardless of location, the Annual Meeting will once again be virtual. We have included with this letter a proxy statement that provides you with detailed information about the Annual Meeting. We encourage you to read the entire proxy statement carefully. You may also obtain more information about Lear Corporation from documents we have filed with the Securities and Exchange Commission (the “SEC”).
We are delivering our proxy statement and annual report pursuant to the SEC rules that allow companies to furnish proxy materials to their shareholders over the Internet. We believe that this delivery method expedites shareholders’ receipt of proxy materials and lowers the cost and environmental impact of our Annual Meeting. On or about April 3, 2024, we will mail to our shareholders a notice containing instructions on how to access our proxy materials. In addition, the notice includes instructions on how you can receive a paper copy of our proxy materials.
You are being asked at the Annual Meeting to elect directors named in the accompanying proxy statement, to ratify the retention of Ernst & Young LLP as our independent registered public accounting firm, to provide an advisory vote to approve our executive compensation and to transact any other business properly brought before the Annual Meeting.
As always, we encourage you to vote your shares prior to the Annual Meeting. You may vote your shares through one of the methods described in the enclosed proxy statement. We strongly urge you to read the accompanying proxy statement carefully and to vote FOR the nominees proposed by the Board of Directors and in accordance with the recommendations of the Board of Directors on the other proposals by following the voting instructions contained in the proxy statement.
Sincerely, | ||||||||
 |  | |||||||
Greg C. Smith | Raymond E. Scott | |||||||
| Non-Executive Chairman | President, Chief Executive Officer and Director | |||||||
This proxy statement is dated April 3, 2024, and is first being made available to shareholders via the Internet on or about April 3, 2024.
21557 Telegraph Road
Southfield, Michigan 48033
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| Time and Date: | Thursday, May 16, 2024, at 9:00 a.m. (Eastern Time) Online check-in will be available beginning at 8:30 a.m. (Eastern Time). Please allow ample time for the online check-in process. | ||||
| Place: | The Annual Meeting will be held through a virtual web conference at www.virtualshareholdermeeting.com/LEA2024. To participate in the Annual Meeting, you will need your 16-digit control number included in your Notice of Internet Availability of the Proxy Materials, on your proxy card, or in any additional voting instructions accompanying these Proxy Materials. | ||||
| Record Date: | March 18, 2024 | ||||
| Items of Business: | 1. To elect the following ten nominees to the Board of Directors (the “Board”): 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 and Greg C. Smith; 2. To ratify the retention of Ernst & Young LLP as the Company’s registered public accounting firm for 2024; 3. To approve, in a non-binding advisory vote, the Company’s executive compensation; and 4. To conduct any other business properly brought before the Annual Meeting or any postponement thereof. | ||||
| Proxy Voting: | 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. | ||||
| By Order of the Board of Directors, | |||||
 | |||||
| Harry A. Kemp | |||||
Senior Vice President, Chief Administrative Officer and General Counsel April 3, 2024 | |||||
Notice of Internet Availability of Proxy Materials We are making the accompanying proxy statement and our annual report on Form 10-K available to shareholders electronically via the Internet. On or about April 3, 2024, we will mail to most of our shareholders a notice containing instructions on how to access this proxy statement and our annual report on Form 10-K and to vote via the Internet or by telephone. Other shareholders, in accordance with their prior requests, will receive e-mail notification of how to access our proxy materials and vote via the Internet or by telephone or will be mailed paper copies of our proxy materials and a proxy card on or about April 3, 2024. | ||
TABLE OF CONTENTS
| 2024 Proxy Statement | | | i | |||||||||
Table of Contents
PROXY SUMMARY | |||||
LEAR CORPORATION
2024 PROXY STATEMENT SUMMARY
This summary highlights information that is contained elsewhere in this proxy statement by Lear Corporation (the "Company," "Lear," "we," "our" or "us"). It does not include all of the information necessary to make a voting decision, and you should carefully read this proxy statement in its entirety before casting your vote. Please see the section "Questions and Answers" beginning on page 84 for important information about proxy materials, voting, the Annual Meeting, the Company, documents and communications.
Annual Meeting of Shareholders
Proxy Voting Roadmap
Shareholders will be asked to vote on the following matters at the Annual Meeting. This section does not contain all of the information that you should consider in deciding how to vote. You should read the entirety of this proxy statement carefully before voting.
| Voting Matter | Board Vote Recommendation | Page Reference | |||||||||
Item 1 | Election of Directors | FOR all ten director nominees | |||||||||
Item 2 | Ratification of Retention of Independent Registered Public Accounting Firm | FOR | |||||||||
Item 3 | Advisory Vote to Approve the Company's Executive Compensation | FOR | |||||||||
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PROXY SUMMARY | |||||
Lear at a Glance
Lear Corporation is a global automotive technology leader in Seating and E-Systems, enabling superior in-vehicle experiences for consumers around the world. We supply complete seat systems, key seat components, complete electrical distribution and connection systems, high-voltage power distribution products, including battery disconnect units ("BDUs"), low-voltage power distribution products, electronic controllers and other electronic products to all of the world's major automotive manufacturers. At Lear, we are Making every drive betterTM by providing technology for safer, smarter and more comfortable journeys, while adhering to our values — Be Inclusive. Be Inventive. Get Results the Right Way.
*See page 3 and Appendix A “Reconciliation of Non-GAAP Financial Measures” on page 90 for more information on these non-GAAP financial measures and how they are used.
Our core value of innovation helps us to create industry-leading products that differentiate us in the competitive marketplace and support long-term sustainable growth aligned with automotive industry trends.
Lear focuses on developing technologies that will provide a competitive advantage in the future. We are a leader in quality, innovation, technology and operational excellence.
Lear is a recognized global leader in complete seat systems with industry-leading margins. In Seating, we have the most complete vertically integrated product portfolio, and our capabilities are driving the development of innovative modular solutions for our customers. We continue to gain market share in Seating with over $2 billion in conquest wins since 2019. In 2023, we flawlessly launched production of the complete seats for the Jeep Wagoneer and Grand Wagoneer, an unprecedented conquest award that was resourced from a competitor mid-program.
In E-Systems, we won more than $1 billion of new business awards for the third consecutive year and posted year-over-year margin improvements for the sixth consecutive quarter.
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Business Highlights
2023 Financial Performance
*Contained above, and elsewhere in this proxy statement, are certain financial measures that are not calculated in accordance with accounting principles generally accepted in the United States ("GAAP"). These measures, along with their corresponding GAAP measures and reconciliations thereto, have been previously disclosed in the exhibit to Lear’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on February 6, 2024. Also see Appendix A “Reconciliation of Non-GAAP Financial Measures” on page 90 for more information on these non-GAAP financial measures and how they are used.
2023 Business Performance
| • Achieved record revenues of $23.5 billion | • Serve all of the world’s major automotive manufacturers with content on more than 475 vehicle nameplates worldwide | ||||
• Reported third consecutive year of at least $1 billion in business wins for E-Systems | • Strong market positions for Seating in all major markets with a 25% global market share | ||||
• Ranked first in the automotive segment in Newsweek's America's Most Responsible Companies for 2024 | • Named 2023 Automotive News PACE award finalist for ReNewKnitTM, our sustainable, fully-recyclable suede alternative material (the fifth consecutive year we have been nominated for an Automotive News PACE or PACEpilot award) | ||||
| • Completed the acquisition of I.G. Bauerhin ("IGB"), a privately held supplier of automotive seat heating, ventilation and active cooling, steering wheel heating, seat sensors and electronic control modules, which furthers our comprehensive strategy to develop and integrate innovative modular solutions for automotive seating | • Advanced our corporate sustainability initiatives related to environmental stewardship, diversity and inclusion, and community impact, and advanced toward our goals of carbon reduction by 2030 and carbon neutrality by 2050 | ||||
• Named to Fortune magazine's "World's Most Admired Companies" list for the eighth consecutive year | • Repurchased $313 million of shares and paid $182 million in dividends | ||||
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How Our Compensation Program Supports Our Business Strategy
Our executive compensation program is designed to support shareholder value creation by driving and rewarding long-term business outcomes, promoting strong governance practices and encouraging responsible risk-taking. This is achieved by linking individual pay to the Company’s performance over a diverse set of financial measures. Lear has a long-standing commitment to pay for performance. The majority of all senior executives' compensation is variable and covers annual and multi-year performance periods, and all senior executives have meaningful long-term Lear stock holdings. Long-term incentives use Performance Shares to align senior executives' compensation with the Company’s long-term performance.
Our Board’s People and Compensation Committee (“P&C Committee”) provides strong oversight through the approval of performance goals across all financial measures and the certification of performance outcomes.
Our executive compensation program, including our compensation guiding principles, decision-making process and performance measures, is discussed in detail in the "Compensation Discussion and Analysis" of this proxy statement beginning on page 31.
2023 Compensation Highlights
2023 Annual Incentive Plan ("AIP") Design Overview and Changes
•For the 2023 performance period, the P&C Committee reverted back to Lear's traditional equal weighting for the two financial measures that determine the AIP – Adjusted Operating Income and Free Cash Flow.
•Prior to 2022, Lear historically weighted the financial measures in its AIP at 50% Adjusted Operating Income and 50% Free Cash Flow. Due to increased volatility caused by the COVID-19 pandemic, ongoing supply chain challenges and other factors which had a significant impact resulting in a relatively low level of Free Cash Flow generation, the 2022 AIP weightings were established at 80% Adjusted Operating Income and 20% Free Cash Flow. This change was made to focus the company on driving bottom-line profitability during volatile times and to ensure payouts were aligned with performance.
2023-2025 Long-Term Stock Incentive Plan ("LTI") Design Overview and Changes
For the 2023-2025 LTI grants, the P&C Committee approved the following changes, aligning our leadership’s compensation with shareholder interests and incorporating feedback received during shareholder outreach:
•Award mix adjusted to more heavily emphasize performance-based awards: Performance Shares 75% / Restricted Stock Units ("RSUs") 25% weighting for Chief Executive Officer ("CEO"):
•The 2023-2025 LTI award mix for the CEO was approximately 75% Performance Shares and 25% RSUs as compared to the 2022-2024 LTI award mix of approximately 70% Performance Shares and 30% RSUs.
•The 2023-2025 LTI award mix for the other named executive officers remained unchanged at 70% Performance Shares and 30% RSUs.
•Our Performance Share weighting continues to be higher than most of the Comparator Group (see page 38), as well as many other large industrial companies (e.g., 50% - 60% of the regular annual equity award mix).
•Performance measures modified to reward financial and Total Shareholder Return ("TSR") results: Performance Shares earned based on Adjusted Annual Pretax Income, Adjusted Return on Invested Capital ("ROIC") Improvement and Relative TSR results:
•For the 2023-2025 LTI, the Performance Shares are based on three performance measures (see pages 46 - 47):
•Three-year average of Adjusted Annual Pretax Income (50% of the award)
•Three-year average of Adjusted ROIC Improvement (25% of the award)
•Three-year Relative TSR (25% of the award)
•ROIC had been a performance measure in the Lear LTI until the 2020-2022 performance period, when it was removed temporarily due to the challenges caused by the COVID-19 pandemic and corresponding volume reductions and supply chain issues. During the last two years, the Company has driven significant profitability and free cash flow improvements. Based on the improved performance
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and ongoing discussions with the Board and key shareholders, the P&C Committee and management team determined that ROIC is a relevant financial measure and that the reintroduction of ROIC as a performance measure was appropriate for the 2023-2025 performance period.
•Prior to the 2023-2025 performance period, outstanding Performance Shares are based on two performance measures:
•Three-year average of Adjusted Annual Pretax Income (66.67% of the award), and
•Three-year Relative TSR (33.33% of the award).
•Goal setting aligns with our long-range plan with financial targets set above prior year actual results:
•For the 2023-2025 Adjusted ROIC Improvement and Relative TSR performance measures, the three-year goals were established and approved by the P&C Committee in November 2022, prior to the start of the 2023-2025 performance period. The 2023 Adjusted Annual Pretax Income performance measure was also established and approved in November 2022; the 2024 and 2025 Adjusted Annual Pretax Income performance measures will be established annually prior to the start of each year during the three-year performance period.
•For the 2024-2026 LTI awards, the threshold, target and maximum goals for all performance measures, including Adjusted Pretax Income, were established for the full performance period and were approved in November 2023, prior to the start of the 2024–2026 performance period.
Pay-for-Performance Alignment
Base salary and annual and long-term incentive award opportunities are the core elements of total direct compensation of our CEO, our Chief Financial Officer ("CFO") and each of our other executive officers listed in the Summary Compensation Table (collectively, our Named Executive Officers, referred to herein as our "NEOs"). As shown below, the significant portion of performance-based pay aligns our NEOs' compensation with our shareholders’ interests. The target compensation mix for our CEO and our other NEOs on average for 2023 is shown below and further discussed in detail in the "Compensation Discussion and Analysis" of this proxy statement beginning on page 31:
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Corporate Governance
Governance Highlights
| Board Structure and Independence | |||||||||||||||||
•All nine of our current non-executive directors are independent | •Our Board committees are comprised solely of independent directors | •Independent directors meet regularly without management present | |||||||||||||||
•We maintain separate Chairperson of the Board and CEO roles | •Our diverse and highly skilled Board provides a range of expertise and viewpoints | •Our Board committees hold executive sessions without management present | |||||||||||||||
•50% of our Board members are diverse and 30% are female; 66% of the committee chairs are diverse/women | •We conduct a regular review of our Board skills matrix | ||||||||||||||||
| Shareholder Rights | |||||||||||||||||
•We hold an annual election of all directors | •We have majority voting in uncontested director elections | •We have advance notice provisions in our Second Amended and Restated Bylaws (the "Bylaws") | |||||||||||||||
| Board Oversight | |||||||||||||||||
•We have structured processes for the Board's oversight of the Company's annual business plan and corporate strategy | •The Board and its committees oversee sustainability, social and governance matters | •The P&C Committee oversees human capital management, the executive compensation programs, talent metrics and strategies | |||||||||||||||
•We conduct a regular review and assessment of committee responsibilities | •The Audit Committee oversees the integrity of the Company's financial statements, legal and regulatory compliance, and cybersecurity risk | •Management conducts a strategic and comprehensive succession planning review, leadership talent review and human capital overview in a separate session with all Board members annually | |||||||||||||||
•We have a structured and robust process for the Board’s assessment and oversight of key business risks | •The Governance and Sustainability Committee (the "G&S Committee") oversees the Company's sustainability matters | ||||||||||||||||
| Strong Corporate Governance Practices | |||||||||||||||||
•We maintain robust share ownership guidelines for executive officers and directors | •We have adopted a responsive, active and ongoing shareholder engagement program | •We conduct annual Board and committee self-assessments | |||||||||||||||
•Our policies prohibit hedging and pledging transactions by executive officers and directors | •We have a robust Code of Business Conduct and Ethics for employees and directors | •We conduct annual risk assessment of executive compensation programs, practices and policies | |||||||||||||||
•We have adopted a supplemental Improper Conduct compensation clawback policy in addition to clawbacks required by law, regulation, or applicable listing standard | •We have imposed limits on annual director compensation, and limits on the number of other public company boards on which directors may serve | •We have adopted a comprehensive sustainability strategy and corresponding goals, including an aspiration to achieve net-zero emissions by 2050 in alignment with the Science Based Targets Initiative ("SBTi") | |||||||||||||||
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Shareholder Outreach and Engagement
We believe that strong corporate governance practices should include regular outreach and conversations with our shareholders. Our Board also reviews material shareholder engagements, as well as any shareholder inquiries directly related to its responsibilities.
We regularly discuss our business outlook, financial performance, strategic priorities, industry dynamics, compensation, sustainability initiatives and other topics of importance with investors. We actively engage with shareholders of all sizes through a combination of virtual and in-person engagements, including our annual meeting, our website, investor conferences and one-on-one meetings when appropriate. During 2023, we engaged with shareholders representing 65% of our outstanding shares with an active management orientation. These regular engagements allow us to obtain feedback on our shareholders’ perception and understanding of our markets, business and industry. We are committed to maintaining an active dialogue with investors to better understand their perspectives and consider their input.
2024 Annual Meeting of Shareholders
•Date and Time: May 16, 2024, 9:00 a.m. (Eastern Time). Online check-in will be available at 8:30 a.m. (Eastern Time). Please allow ample time for the online check-in process.
•Location: The Annual Meeting will be held through a virtual web conference at www.virtualshareholdermeeting.com/LEA2024. To participate in the Annual Meeting, you will need your 16-digit control number included in your Notice of Internet Availability of the Proxy Materials, on your proxy card, or in any additional voting instructions accompanying these proxy materials.
•Record Date: March 18, 2024
•Voting: Shareholders as of the close of business on the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for the other proposals to be voted on.
•Shares of Common Stock Outstanding (as of the record date): 56,952,094
•Stock Symbol: LEA
•Exchange: New York Stock Exchange (“NYSE”)
•Registrar & Transfer Agent: Computershare Trust Company, N.A.
•Principal Executive Office: 21557 Telegraph Road, Southfield, Michigan 48033
•Corporate Website: lear.com
•Investor Relations Website: https://ir.lear.com/
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PROXY SUMMARY | |||||
Items to be Voted on
| Proposal | Our Board’s Recommendation | ||||
Election of Directors Named in this Proxy Statement (page 10) | FOR | ||||
Ratification of Retention of Independent Registered Public Accounting Firm (page 82) | FOR | ||||
Advisory Vote to Approve the Company’s Executive Compensation (page 83) | FOR | ||||
| 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. | |||||
Director Nominees
| Committee Membership | |||||||||||||||||
| Name and Principal Occupation | Age | Director Since | AC | P&C | G&S | ||||||||||||
Mei-Wei Cheng IND Former CEO, Siemens Northeast Asia and Ford Motor (China) | 74 | 2019 | • | • | |||||||||||||
Jonathan F. Foster IND Managing Director of Current Capital Partners LLC | 63 | 2009 | • | • | |||||||||||||
Bradley M. Halverson IND Former Group President and CFO, Caterpillar Inc. | 63 | 2020 | • | • | |||||||||||||
Mary Lou Jepsen IND CEO, Founder and Chairperson of Openwater | 59 | 2016 | • | • | |||||||||||||
Roger A. Krone IND President and CEO, Boy Scouts of America | 67 | 2020 | • | • | |||||||||||||
Patricia L. Lewis IND Executive Vice President and Chief Sustainability Officer, UnitedHealth Group Incorporated | 62 | 2020 | • | • | |||||||||||||
Kathleen A. Ligocki IND Former CEO of Tower Automotive and Agility Fuel Solutions | 67 | 2012 | • | • | |||||||||||||
Conrad L. Mallett, Jr. IND Corporation Counsel, City of Detroit | 70 | 2002 | • | • | |||||||||||||
Raymond E. Scott President and CEO | 58 | 2018 | |||||||||||||||
Greg C. Smith IND Former Vice Chairman of Ford Motor Company | 72 | 2009 | E | E | E | ||||||||||||
AC Audit Committee
P&C People and Compensation Committee
G&S Governance and Sustainability Committee
IND Independent director under NYSE and SEC rules
•Chair
•Member
EEx Officio Member
Director Term: One Year
Board Meetings in 2023: 8
Standard Board Committee Meetings in 2023: Audit Committee 8, P&C Committee 5, G&S Committee 4
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Sustainability Highlights for 2023
Responsible and sustainable practices are integral to Lear’s strategy and operations. We are continuously working to embed sustainability into our key processes such as enterprise risk management, facilities management, supplier selection and evaluation, and product innovation. Our sustainability efforts demonstrate how we live our core value to Get Results the Right Way. Our key actions during 2023 include the following:
Environment | Human Capital Management | Governance | ||||||||||||
• Continued to develop and commercialize innovative products that support key sustainable and emerging industry trends, such as BDUs for high voltage applications, FlexAirTM, our 100% recyclable non-foam alternative, and ReNewKnitTM, a sueded alternative material that is fully recyclable and composed of 100% recycled plastic • Continued implementation of our comprehensive renewable energy strategy, which includes on-site renewable energy generation at certain sites, the purchase of energy attribution certificates in certain locations on an ongoing basis, and execution of virtual power purchase agreements to support new renewable energy projects where possible • Committed to the SBTi and agreed to reduce greenhouse gas (“GHG”) emissions in alignment with the 2015 Paris Agreement regarding climate change • Implemented our internally developed waste generation and water usage playbooks globally to promote best practices on these topics within our facilities, enabling increased operational efficiency and reduced costs | • Continued to expand our global Driving Wellness program, which includes localized initiatives to support the mental health and wellness of employees • Conducted more than 67,000 hours of Diversity, Equity and Inclusion (“DEI”) and anti-harassment training • Continued our Together We Grow program, which was launched in 2021 to assist diverse, high-potential leaders in developing executive skills and a pathway to career advancement • Published on our website our consolidated EEO-1 summary data as submitted to the U.S. Equal Employment Opportunity Commission for calendar year 2022, and will disclose such data for calendar year 2023 when available • Conducted our annual in-depth talent review with the Board including leadership depth and succession as well as comprehensive review of organizational talent and strategies to attract, motivate, develop and retain key employees •Completed annual pay equity study on 100% of salaried women globally and for ethnic minorities in the United States, with less than 1% recommended for salary adjustment | •Continued using a third-party supply chain management partner to assess global production supplier sites against sustainability criteria, including environmental stewardship and human rights, using a risk-based approach •Conducted an ethical cultural survey exercise involving over 8,000 salaried employees worldwide, which confirmed broad awareness of our compliance policies and procedures •Continued to enhance transparency and sustainability reporting with reference to the Global Reporting Initiative’s (“GRI”) standards, as well as the Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-Related Financial Disclosures (“TCFD”) recommendations | ||||||||||||
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PROPOSAL NO. 1 | |||||
ELECTION OF DIRECTORS (PROPOSAL NO. 1)
Upon the recommendation of our G&S Committee, the Board has nominated the ten individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of shareholders in 2025 or until their successors, if any, are elected or appointed. Our Bylaws provide for the annual election of directors. Each director nominee must receive the affirmative vote of a majority of the votes cast to be elected (i.e., the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). Unless contrary instructions are given, the shares represented by your proxy will be voted FOR the election of all director nominees. In addition, our Bylaws and Corporate Governance Guidelines contain a resignation policy which provides that in the event an incumbent director fails to receive a majority of the votes cast in an uncontested election, such director shall promptly tender his or her resignation to the Board for consideration. The Board has determined that each director nominee, other than Mr. Scott, if elected, would be an independent director, as further described on page 18 in “Directors and Corporate Governance — Independence of Directors.”
Our Corporate Governance Guidelines also include a mandatory retirement age policy whereby an individual who has reached the age of seventy-five may not stand for election or re-election to the Board, as well as a policy that non-employee directors shall serve on no more than three public company boards in addition to Lear's Board, the CEO shall serve on no more than one public company board in addition to Lear's Board, and employee directors (other than the CEO) shall serve on no more than two public company boards in addition to Lear's Board.
All of the director nominees listed below have consented to being named in this proxy statement and to serve if elected. However, if any nominee becomes unable to serve, proxy holders will have discretion and authority to vote for another nominee proposed by our Board. Alternatively, our Board may reduce the number of directors to be elected at the Annual Meeting.
| Name | Position | ||||
| 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 CEO | ||||
Greg C. Smith | Director, Non-Executive Chairman | ||||
Biographical information relating to each of the director nominees is set forth below under “Directors and Corporate Governance” and incorporated by reference herein.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF LEAR’S DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.
PROXIES SOLICITED BY THE BOARD WILL BE VOTED “FOR” THE ELECTION OF EACH OF LEAR’S DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT UNLESS SHAREHOLDERS SPECIFY A CONTRARY VOTE.
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| DIRECTORS AND CORPORATE GOVERNANCE | |||||
DIRECTORS AND CORPORATE GOVERNANCE
Director Biographical Information and Qualifications
Set forth below is a description of the business experience of each director nominee, as well as the specific qualifications, skills and experiences considered by the G&S Committee and the Board in recommending our slate of director nominees. Each director nominee listed below is nominated for election to the Board for a term expiring at the annual meeting of shareholders in 2025. See “Election of Directors (Proposal No. 1).”
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| DIRECTORS AND CORPORATE GOVERNANCE | |||||
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| DIRECTORS AND CORPORATE GOVERNANCE | |||||
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| DIRECTORS AND CORPORATE GOVERNANCE | |||||
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| DIRECTORS AND CORPORATE GOVERNANCE | |||||
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| DIRECTORS AND CORPORATE GOVERNANCE | |||||
Criteria for Selection of Directors
The G&S Committee utilizes several criteria in evaluating and selecting candidates for Board membership including, without limitation, a director nominee’s independence, skills and other attributes, experience, perspective, background and diversity (which we define broadly to include differences in viewpoints, background, experience, skill, education, national origin, gender, race, age, culture and current affiliations that may offer the Company exposure to contemporary business issues and is considered in the context of the Board as a whole). These criteria may vary from year to year, depending on the needs of the Company at the time.
The Board believes that diversity among directors is important to serving the long-term interests of Lear and its shareholders. In the event the G&S Committee determines to recruit candidates as potential nominees to join the Board, the candidate pool will include qualified female and racially and/or ethnically diverse candidates and any third-party recruitment utilized in connection with such search will be instructed to include such individuals in the list of candidates they provide the G&S Committee.
The general criteria set forth below are not listed in any particular order of importance:
The above criteria should not be construed as minimum qualifications for director selection nor is it expected that director nominees will possess all of the criteria identified. Rather, they represent the range of complementary talents, backgrounds and experiences that the G&S Committee believes would contribute to the effective functioning of our Board.
Our Corporate Governance Guidelines and G&S Committee charter provide guidelines with respect to the consideration of director candidates. Under the Corporate Governance Guidelines, the G&S Committee is responsible for, subject to approval by the Board, establishing and periodically reviewing the criteria for Board membership and selection of new directors, including independence standards. The G&S Committee also may recommend to the Board changes to the portfolio of director skills, experience, perspective and background required for the effective functioning of the Board, considering the Company’s strategy and its regulatory, geographic and market environments. Any such changes to the director selection criteria must be approved by the Board.
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The G&S Committee screens candidates and recommends director nominees to the Board for approval. Candidates for Board membership may be suggested by G&S Committee members and other Board members, as well as by management and shareholders. The G&S Committee also may retain a search firm (which may be paid a fee) to identify director candidates. Once a potential candidate has been identified, the G&S Committee evaluates the potential candidate based on the Board’s criteria for selection of directors (described above) and the composition and needs of the Board at the time. All director candidates are evaluated on the same basis. Candidates also are evaluated in light of Board policies, such as those relating to director independence and service on other boards, as well as considerations relating to the size and structure of the Board.
Board Composition
The following matrix provides certain information regarding the members of our Board, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which our Board believes are relevant to our business or industry. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular type of knowledge, skill, experience, or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among members of the Board.
| Profile / Skills | Mei-Wei Cheng | Jon Foster | Brad Halverson | Mary Lou Jepsen | Roger Krone | Patricia Lewis | Kathleen Ligocki | Conrad Mallett | Raymond Scott | Greg Smith | |||||||||||||||||||||||||
| Demographics | Woman | u | u | u | |||||||||||||||||||||||||||||||
| African-American / Black | u | u | |||||||||||||||||||||||||||||||||
| Pan-Asian | u | ||||||||||||||||||||||||||||||||||
| Non-U.S. Resident | u | ||||||||||||||||||||||||||||||||||
| LGBTQ | u | ||||||||||||||||||||||||||||||||||
| Skills / Experience | CEO / Large Business Head | u | u | u | u | u | u | u | u | u | |||||||||||||||||||||||||
| CFO / Treasurer / Fin. Serv. Exec. | u | u | u | u | |||||||||||||||||||||||||||||||
| Auto Industry | u | u | u | u | u | u | |||||||||||||||||||||||||||||
| Technology | u | u | u | u | u | u | u | ||||||||||||||||||||||||||||
| Strategy | u | u | u | u | u | u | u | u | u | u | |||||||||||||||||||||||||
| Finance | u | u | u | u | u | u | u | ||||||||||||||||||||||||||||
| Commercial / Marketing | u | u | u | u | u | u | |||||||||||||||||||||||||||||
| Operations | u | u | u | u | u | u | u | u | |||||||||||||||||||||||||||
| Human Capital Management | u | u | u | u | u | u | u | u | u | ||||||||||||||||||||||||||
| Legal / Governmental | u | u | u | u | |||||||||||||||||||||||||||||||
| Environmental, Social, Governance | u | u | u | u | u | u | u | u | u | u | |||||||||||||||||||||||||
| International | u | u | u | u | u | u | u | u | u | ||||||||||||||||||||||||||
In the table above, a “u” indicates experience in the category gained directly or through active oversight of responsible person for the category.
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Recommendation of Directors by Shareholders
In accordance with its charter, the G&S Committee will consider candidates for election as a director of the Company recommended by any Lear shareholder, provided that the recommending shareholder follows the procedures set forth in Section 1.13 of the Company’s Bylaws for nominations by shareholders of persons to serve as directors. The G&S Committee evaluates such candidates in the same manner by which it evaluates other director candidates considered by the G&S Committee, as described above.
Pursuant to Section 1.13 of the Bylaws, nominations of persons for election to the Board at a meeting of shareholders may be made by any shareholder of the Company entitled to vote for the election of directors at the meeting who sends a timely notice in writing to our Corporate Secretary. To be timely, a shareholder’s notice must be delivered to, or mailed and received by, our Corporate Secretary at the Company’s principal executive offices not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that if the annual meeting is more than 30 days prior to the anniversary of the preceding year’s annual meeting or more than 70 days after such anniversary date, notice by the shareholder must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which “public announcement” of the date of such annual meeting is made by the Company. For purposes of the Bylaws, “public announcement” means disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by us with the SEC.
The shareholder’s notice or recommendation is required to contain certain prescribed information about each person whom the shareholder proposes to recommend for election as a director, the shareholder giving notice and the beneficial owner, if any, on whose behalf notice is given. The shareholder’s notice must also include the consent of the person proposed to be nominated and to serve as a director if elected. Recommendations or notices relating to director nominations should be sent to Lear Corporation, 21557 Telegraph Road, Southfield, Michigan 48033; Attention: Harry A. Kemp, Senior Vice President, Chief Administrative Officer and General Counsel. See “Shareholder Proposals for 2025 Annual Meeting of Shareholders.” In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than Lear nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within two business days after delivering such notice required by Section 1.13 of the Bylaws and Rule 14a-19, the shareholder shall certify to and notify the Secretary of the Company that the shareholder has met and complied with all of the requirements under the Bylaws and of Rule 14a-19. The shareholder shall supplement such notice as necessary so that the information provided or required remains true and correct not later than five business days after the shareholder files a definitive proxy statement in connection with the annual meeting. Any deficiencies may be grounds for exclusion of the shareholder’s nominee.
A copy of our Bylaws has been filed as an exhibit to our Annual Report on Form 10-K filed with the SEC on February 8, 2024.
Independence of Directors
A majority of the members of the Board, and each member of the Audit Committee, P&C Committee and G&S Committee, must meet the criteria for independence set forth under applicable law and the NYSE listing standards. No director qualifies as independent unless the Board determines that the director has no direct or indirect material relationship with the Company. In addition to considering the NYSE independence criteria, the Board will consider all relevant facts and circumstances of which it is aware in making an independence determination with respect to any director.
The Board has made director independence determinations with respect to each of our current directors. Based on the NYSE independence guidelines and consideration of the relevant facts and circumstances, the Board has affirmatively determined that (i) Messrs. Cheng, Foster, Halverson, Dr. Jepsen, Mr. Krone, Mses. Lewis and Ligocki and Messrs. Mallett and Smith (a) have no relationships or only immaterial relationships with the Company, (b) meet the NYSE independence guidelines with respect to any such relationships and (c) are independent; and (ii) Mr. Scott is not independent. Mr. Scott is our President and CEO.
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Board’s Role in Risk Oversight
The Company’s management continually monitors the material risks facing the Company. Our enterprise risk management process is designed to facilitate the identification, assessment and management of certain key risks the Company may encounter and which may impact our ability to achieve our strategic objectives. The enterprise risk management process supplements management’s ongoing responsibilities to monitor and address risks by working with risk owners to identify the key mitigating actions for certain risks, which then are discussed with senior management.
The Board, with the assistance of its committees, is responsible for overseeing such management actions to ensure that material risks affecting the Company are identified and managed appropriately. The Board and its committees oversee risks associated with their principal areas of focus, as summarized below:
Board/Committee Areas of Risk Oversight and Actions
| Full Board | • 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 cybersecurity, product quality and safety, and other 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 chairperson to the Board | ||||
| Audit Committee | • Ensures 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, cybersecurity and information security and the steps necessary to monitor and control such exposures • Oversees financial and ethics and compliance risks • Periodically meets with senior management, our vice president of audit services, 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 • Periodically reviews and approves all changes to our Code of Business Conduct & Ethics | ||||
| P&C Committee | • Oversees the review and evaluation of risks associated with succession planning and our compensation policies and practices (see also “Compensation and Risk”) | ||||
| G&S Committee | • Oversees risks associated with our governance structure and processes • Reviews our organizational documents, Corporate Governance Guidelines and other policies • Oversees sustainability issues, including as they pertain to environmental (including climate), corporate social responsibility and supply chain matters | ||||
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Sustainability
Every Day, Striving for Better – Sustainability at Lear
Consistent with Lear’s vision, Making every drive betterTM, we work to ensure that our passion for our business is also channeled into creating possibilities for a better world. This means that as part of our sustainability initiatives, which we execute under the mantra of Every Day, Striving for Better, we are committed to safety in our workplaces, integrity in the conduct of our business, increasing efficiency in our operations and products, and supporting the global communities in which we live and work. Furthermore, we expect all of our suppliers of goods and services to share our commitment to environmental stewardship, social responsibility and ethical conduct.
Sustainability Oversight
The G&S Committee of our Board has responsibility for oversight of the Company’s sustainability strategy, including as it pertains to environmental (including climate), human rights and other corporate social responsibility matters. In this regard, the G&S Committee works closely with our other Board committees, Audit and P&C, which have responsibility for overseeing certain related sustainability topics such as compliance and human capital management, respectively. To better integrate sustainability considerations throughout our Company, Lear also has added specific responsibilities to senior management (as shown in the chart below).
Our sustainability strategy is realized through, among other things, our comprehensive human capital management initiatives which emphasize leadership development, employee engagement and a culture that values individuals of all backgrounds; innovative product development focused on key trends like sustainable materials and electrification; and policies, procedures and practices that ensure alignment with our core value to Get Results the Right Way. In addition, we value transparency in communication. In 2023, Lear released our annual Sustainability Report that includes disclosures with reference to the GRI standards, as well as reporting with the SASB and TCFD recommendations. Lear is a participant in the United Nations Global Compact, and we align our sustainability efforts with the ten principles on human rights, labor, environment, and anti-corruption, along with the Sustainable Development Goals. To learn more, see Lear’s Sustainability Report: www.lear.com/sustainability. The information on our website is not part of this proxy statement and is not deemed to be incorporated by reference herein.
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Environmental Efforts
We are committed to advancing sustainability in our products and operations. Our core value of innovation helps us not only to create and use environmentally friendly materials, but also to develop advanced technologies that facilitate sustainable, longer-term automotive industry megatrends. At the same time, our core capability of operational excellence drives us to focus continuously on improving energy efficiency and reducing our consumption of natural resources and creation of waste. More specifically:
Our innovative technologies enable electrification and use renewable materials
•We have included a design directive within our engineering systems that requires sustainability to be considered as a part of all product designs, including as to raw materials sourcing, manufacturing processes, logistics, and recyclability/reusability.
•Our vertical integration capabilities, together with our lightweight seat recliners, tracks, latches and other components, can facilitate weight reductions and other performance efficiencies in our products, in turn enabling enhanced fuel efficiency, lower emissions and increased battery driving range.
•We are leveraging available technology to create more sustainable alternatives, such as FlexAirTM, our 100% recyclable non-foam alternative that is anticipated to reduce both CO2 emissions and mass as compared to traditional foam offerings.
•We have developed and are commercializing a range of fabrics that contain recycled, renewable or recyclable yarns, including our ReNewKnitTM sustainable sueded alternative material, which is a first-to-market automotive textile that is fully recyclable at its end of life and composed of 100% recycled plastic bottles.
•Our thermal comfort systems focus on faster and more efficient heating and ventilation for the occupant, which enables reduced energy consumption and extended battery driving range for electric vehicles.
•Our ConfigurE+ seating architecture, with electrified tracks and a configurable seating or racking system, supports shared mobility and has potential commercial applications, including for last mile delivery.
•We have products that are aligned with the continuing shift to electrification, such as our electrical distribution and connection systems and BDUs, which control all electrical energy flowing into and out of the high voltage battery on electrified vehicles.
We have set carbon reduction goals against a 2019 baseline and are implementing a multifaceted strategy to achieve our carbon reduction goals
•50% reduction in carbon emissions at our facilities by 2030.
•100% usage of renewable energy for our electricity consumption by 2030.
•Net zero emissions at our facilities, both upstream and downstream where we have influence, by 2050.
•In 2023, we continued implementing our comprehensive renewable energy strategy, which includes on-site renewable energy generation at certain sites, the purchase of energy attribution certificates in certain locations on an ongoing basis, and the execution of virtual power purchase agreements to support new renewable energy projects.
•On-site solar array installations in six countries are providing a portion of the electricity we consume.
•Our renewable energy strategy has resulted in at least 90% of electricity purchased being from renewable sources for all Lear facilities in Germany, Hungary, Poland, and the United Kingdom.
•We continue to conduct life cycle assessments on our major product lines to measure their carbon footprint and identify potential carbon reduction opportunities.
•We are working with Climate Group’s RE100, a global renewable electricity initiative comprised of companies committed to sourcing 100% of their operations’ electricity from renewable sources, and we formally committed to the SBTi by agreeing to reduce GHG emissions in alignment with the 2015 Paris Agreement regarding climate change.
We are reducing emissions, saving energy and conserving natural resources in our operations
•Our Energy Efficiency Playbook, first released in 2021, continues to be leveraged at our global manufacturing sites on an ongoing basis to improve energy efficiency and reduce energy usage.
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•In 2023, we implemented additional playbooks specific to waste generation and water usage which, like the Energy Efficiency Playbook, are focused on promoting sustainable operating practices within our global facilities, while at the same time increasing operational efficiency and potentially reducing costs.
•In 2023, 39 Lear sites in 15 countries achieved landfill-free status, sending zero waste to landfills.
Human Capital Management
We deliver the highest quality products and services by maintaining a work environment that prioritizes safety and fosters collaboration, inclusion, tolerance and respect. More specifically:
We create meaningful employment and development opportunities for our team members around the world
•Our approximately 163,000 hourly employees receive competitive pay and benefits such as transportation, meals, medical leave, paid holidays and health care.
•In 2023, we delivered more than 7.5 million hours of safety, development, leadership, quality, continuous improvement, lean manufacturing, and ISO and International Automotive Task Force certification training.
•Our health and safety management system is compliant with the ISO 45001:2015 standard, and we are currently implementing a more comprehensive health and safety program which combines ISO 14001:2015 and 45001:2018 requirements to improve efficiency and performance. Nearly 42% of Lear sites are now ISO 45001:2018 certified.
•Launched in 2017, Lear’s Together We Win program is a global employee engagement program focused on driving cultural change in our operations by providing best practices and a roadmap for our plants to improve in the areas of leadership, work environment, employee involvement and team empowerment.
•Our Driving Wellness campaign promotes well-being in mind, body, nutrition and balance for our employees including training in mental health to help coworkers cope with emotional difficulties including stress, anxiety and depression, financial training, conflict resolution and other wellness initiatives.
•Our Global Wellness Council leverages our various well-being programs where possible for our employees.
We value diversity, equity and inclusion
•In 2023, our teams completed more than 67,000 hours of DEI and anti-harassment training. Lear’s Together We Belong program encompasses our internal initiatives and education programs for DEI and continues to help our employees increase their understanding of their unique differences and the importance of an inclusive culture.
•In 2023, the second group of Lear employees progressed through Together We Grow, a merit-based leadership development program which was launched in 2021 for our diverse, high-potential leaders; the program is designed to accelerate professional growth and provide a pathway for career advancement.
•We support six employee-led resource groups (“ERGs”) spanning 15 countries; each group is supported by a senior executive sponsor and is open to all employees. Lear’s ERGs build community, a sense of belonging, and a culture where everyone in our diverse and global workforce feels heard, accepted and valued.
•In 2023, we completed a pay equity study on 100% of salaried women globally and of ethnic minorities in the U.S. Based on our findings, less than 1% of the salaried employees reviewed were recommended for an adjustment to base salary.
•We have published on our website our consolidated EEO-1 summary data as submitted to the U.S. Equal Employment Opportunity Commission for calendar year 2022 and will disclose such data for calendar year 2023 when available.
Lear employees dedicate themselves to supporting the global communities where they live and work
•Our Michigan-based employees donated almost $1 million to local and global charities during 2023 through our annual Company giving initiative.
•In 2023, Lear and our employees collectively contributed approximately $200,000 to support earthquake relief in Morocco.
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Corporate Governance
Corporate Governance at Lear is driven by our commitment to Get Results the Right Way. This means not only developing systems and processes to ensure compliance with regulations and company policies, but also creating a culture of ethics and integrity in everything we do. We expect our supply chain partners to share and demonstrate the same commitment, and we work with them to reinforce this expectation.
We have an experienced and diverse Board of Directors
•50% of our directors are diverse by ethnicity and/or gender.
•66% of our committee chairs are diverse.
Our cybersecurity efforts protect our products, our customers and our enterprise
•Our information security team, led by our Chief Information Officer and Chief Information Security Officer, is comprised of cybersecurity specialists with extensive experience and relevant certifications. We have implemented and maintain multiple layers of physical, administrative and technical security processes designed to protect our manufacturing facilities from disruptions that may result from cybersecurity incidents, as well as safeguard the confidentiality of our critical systems and data residing on those systems, including employee data, customer data and intellectual property.
•Our product security team within our E-Systems business consists of a team of employees dedicated to product cybersecurity engineering. We maintain product cybersecurity risk assessment and management processes that align our internal policies, standards and development practices with customer requirements and industry standards, including the ISO 21434:2021 control framework specific to road vehicle cybersecurity engineering.
We partner with our suppliers to ensure sustainability throughout the supply chain
•We require suppliers to comply with our Supplier Sustainability Policy, which includes commitments to human rights, environmental standards, safe working conditions and responsible sourcing.
•Leveraging a third-party supply chain management partner, we assess global production supplier sites against sustainability criteria, including environmental stewardship and human rights, using a risk-based approach.
•In partnership with CDP (formerly the Climate Disclosure Project), in 2023 we engaged nearly 500 suppliers to provide key data for our Scope 3 emissions calculations, as well as help prioritize carbon mitigation efforts in our supply chains.
•Lear’s Supplier Portal provides access to our policies and commitments, along with resources and awareness materials on certain sustainability topics, such as human rights, and forced and child labor.
•Our No Deforestation Policy requires that all materials supplied to us are from legal sources, that land is not clear-cut or burned for production or development, and that our suppliers comply with governmental laws, regulations and guidelines regarding deforestation.
Other key aspects of our corporate governance efforts include:
•All of our director nominees are independent, except our President and CEO;
•We have a Non-Executive Chairman of the Board;
•We have a majority voting standard with a director resignation policy for uncontested director elections;
•We have robust stock ownership guidelines for our directors and executive officers;
•Risk oversight is conducted by the full Board and committees;
•All directors are elected annually;
•Executive sessions of independent directors are held at regularly scheduled Board meetings;
•Excellent track record of attendance at all Board and committee meetings in 2023; and
•Board and its committees complete annual formal written self-evaluations and participate in oral evaluations.
The Board has approved Corporate Governance Guidelines, which were revised in 2023 to increase the mandatory retirement age for directors and further limit the number of other public company boards on which directors may serve. The Board has also approved a Code of Business Conduct & Ethics. Our corporate governance documents, including the Corporate Governance Guidelines, the Code of Business Conduct & Ethics and committee charters, are
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available on our website at www.lear.com or in printed form upon request by contacting Lear Corporation at 21557 Telegraph Road, Southfield, Michigan 48033, Attention: Investor Relations. The Board regularly reviews corporate governance developments and modifies these documents as warranted. Any modifications will be reflected on our website. The information on our website is not part of this proxy statement and is not deemed to be incorporated by reference herein.
Other Board Information
Leadership Structure of the Board
Greg C. Smith is our Non-Executive Chairman of the Board and has served in that role since May 2020. Our Board has decided to maintain separate Chairperson and CEO roles to allow our CEO to focus on the execution of our business strategy, growth and development, while allowing the Chairperson to lead the Board in its fundamental role of providing advice to, and independent oversight of, management, as well as oversight of Board meetings. The Board recognizes the time, effort and energy that the CEO is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairperson. While our Bylaws and Corporate Governance Guidelines do not require that our Chairperson and CEO positions be separate, the Board believes that having separate positions and having an independent director serve as Non-Executive Chairperson is the appropriate leadership structure for the Company at this time.
Board Meetings
In 2023, our Board held eight meetings. In addition to our Board meetings, our directors attend meetings of committees established by our Board. Each of Lear’s director nominees attended at least 75% of the meetings of our Board and the committees on which he or she served during 2023. Our directors are encouraged to attend all annual and special meetings of our shareholders. In 2023, our annual meeting of shareholders was held on May 18, 2023, in virtual format, and all directors attended.
Meetings of Non-Employee Directors
In accordance with our Corporate Governance Guidelines and the listing standards of the NYSE, our non-employee directors meet regularly in executive sessions of the Board without management present. Mr. Smith, our Non-Executive Chairman, has presided over these executive sessions through the Annual Meeting.
Committees of the Board
The Board has three standing committees: the Audit Committee, the P&C Committee and the G&S Committee.
The following chart sets forth the directors who currently serve as members of each of the Board committees.
| Directors | Audit Committee | P&C Committee | G&S Committee | ||||||||
| Mei-Wei Cheng | X | X | |||||||||
| Jonathan F. Foster | C | X | |||||||||
| Bradley M. Halverson | X | X | |||||||||
| Mary Lou Jepsen | X | X | |||||||||
| Roger A. Krone | X | X | |||||||||
| Patricia L. Lewis | X | X | |||||||||
| Kathleen A. Ligocki | C | X | |||||||||
| Conrad L. Mallett, Jr. | X | C | |||||||||
Raymond E. Scott | |||||||||||
Greg C. Smith* | E | E | E | ||||||||
*Non-Executive Chairman of the Board
"C"Denotes member and chair of committee
"X"Denotes member
"E"Denotes Ex Officio member
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Audit Committee
In 2023, the Audit Committee held eight meetings. Each member of the Audit Committee is a non-employee director. In addition, the Board has determined that all of the members of the Audit Committee are independent, financially literate and financial experts, as further discussed in “Audit Committee Report.” For a description of the Audit Committee’s responsibilities and findings and additional information about the Audit Committee, see “Audit Committee Report.”
A copy of the current Audit Committee charter is available on our website at https://ir.lear.com/ or in printed form upon request.
People and Compensation Committee
In 2023, the P&C Committee held five meetings. Each member of the P&C Committee is a non-employee director. In addition, the Board has determined that all of the members of the P&C Committee are independent as defined in the listing standards of the NYSE, including the independence standards applicable to compensation committees.
The P&C Committee has overall responsibility for approving and evaluating director and officer compensation plans, policies and programs of the Company and reviewing the disclosure of such plans, policies and programs to our shareholders in the Company's annual proxy statement. The P&C Committee also supports initiatives pertaining to human capital management, including talent development and retention, the employee experience and timely succession planning for the CEO and senior executive officers. The P&C Committee utilizes an independent compensation consultant to assist it in its duties. The P&C Committee operates under a written charter setting forth its functions and responsibilities. A copy of the current P&C Committee charter is available on our website at https://ir.lear.com/ or in printed form upon request.
In consultation with the Company’s management, the P&C Committee establishes the general policies relating to senior management compensation and oversees the development and administration of such compensation programs. Our human resources executives and staff support the P&C Committee in its work. These members of management work with compensation consultants whose engagements have been approved by the P&C Committee, accountants and legal counsel, as necessary, to implement the P&C Committee’s decisions, to monitor evolving competitive practices and to make compensation recommendations to the P&C Committee. Our human resources management develops specific compensation recommendations for senior executives, which are first reviewed by senior management and then presented to the P&C Committee and its independent compensation consultant. The P&C Committee has final authority to approve, modify or reject the recommendations and to make its decisions in executive session. The P&C Committee approves all compensation of our executive officers, including equity awards. Under our equity award policy, an aggregate equity award pool to non-executive officers may be approved by the P&C Committee and allocated to individuals by the CEO. The policy also allows the P&C Committee to delegate to the CEO the ability to grant equity awards to non-executive officer employees who are newly hired or promoted or deemed to be deserving of special retention or recognition awards.
The P&C Committee utilizes Pay Governance LLC (“Pay Governance”) as its independent compensation consultant. The consultant reports directly to the P&C Committee, including with respect to management’s recommendations of compensation programs and awards. The P&C Committee has the sole authority to approve the scope and terms of the engagement of such compensation consultant and to terminate such engagement. The mandate of Pay Governance is to serve the Company and work with the P&C Committee in its review of executive and director compensation practices, including the competitiveness of pay levels, program design, market trends and technical considerations. Pay Governance has assisted the P&C Committee with the development of competitive market data and a related assessment of the Company’s executive and director compensation levels, evaluation of annual and long-term incentive compensation strategy and compilation and review of total compensation data and pay tally sheets (including data for certain termination and change in control scenarios) for the Company’s NEOs. As part of this process, the P&C Committee also reviewed a comprehensive analysis of peer group companies provided by Pay Governance. See “Compensation Discussion and Analysis — Decision-Making Framework — Benchmarking Methodology and Peer Group Selection.” Other than with respect to consulting on executive and director compensation matters, Pay Governance has performed no other services for the P&C Committee or the Company.
The Company and the P&C Committee reviewed the independence of Pay Governance in light of SEC rules and NYSE listing standards regarding compensation consultants and has concluded that the work performed by Pay Governance for the P&C Committee does not constitute a conflict of interest.
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Governance and Sustainability Committee
In 2023, the G&S Committee held four meetings. Each of the members of the G&S Committee is a non-employee director. In addition, the Board has determined that all of the members of the G&S Committee are independent as defined in the listing standards of the NYSE.
The G&S Committee is responsible for, among other things: (i) identifying individuals qualified to become members of the Board, consistent with criteria approved by the Board; (ii) recommending director nominees to the Board for election at the next annual meeting of the shareholders of the Company; (iii) in the event of a vacancy on or an increase in the size of the Board, recommending director nominees to the Board to fill such vacancy or newly established Board seat; (iv) recommending directors to the Board for membership on each committee of the Board; (v) establishing and reviewing annually our Corporate Governance Guidelines; (vi) reviewing potential conflicts of interest involving our executive officers; and (vii) overseeing sustainability issues, including as they pertain to environmental, human rights and other corporate social responsibility matters. The G&S Committee operates under a written charter setting forth its functions and responsibilities.
A copy of the current G&S Committee charter is available on our website at https://ir.lear.com/ or in printed form upon request.
Communications to the Board
Shareholders and interested parties can contact the Board (including the Non-Executive Chairman and non-employee directors) through written communication sent to Lear Corporation, 21557 Telegraph Road, Southfield, Michigan 48033, Attention: Harry A. Kemp, Senior Vice President, Chief Administrative Officer and General Counsel. Our General Counsel reviews all written communications and forwards to the Board a summary and/or copies of any such correspondence that is directed to the Board or that, in the opinion of the General Counsel, deals with the functions of the Board or its committees or that he otherwise determines requires the Board’s or any Board committee’s attention. Concerns relating to accounting, internal accounting controls or auditing matters are immediately brought to the attention of our internal audit department and handled in accordance with procedures established by the Audit Committee with respect to such matters. From time to time, the Board may change the process by which shareholders may communicate with the Board. Any such changes will be reflected in our Corporate Governance Guidelines, which are posted on our website at https://ir.lear.com/.
Communications of a confidential nature can be made directly to our non-employee directors or the Chairman of the Audit Committee regarding any matter, including any accounting, internal accounting control or auditing matter, by submitting such concerns to the Audit Committee or the Non-Executive Chairman. Any submissions to the Audit Committee or the Non-Executive Chairman should be marked confidential and addressed to the Chairman of the Audit Committee or the Non-Executive Chairman, as the case may be, c/o Lear Corporation, P.O. Box 604, Southfield, Michigan 48037. In addition, confidential communications may be submitted in accordance with other procedures set forth from time to time in our Corporate Governance Guidelines, which are posted on our website at https://ir.lear.com/. Any submission should contain, to the extent possible, a full and complete description of the matter, the parties involved, the date of the occurrence or, if the matter is ongoing, the date the matter was initiated and any other information that the reporting party believes would assist the Audit Committee or the Non-Executive Chairman in the investigation of such matter.
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| DIRECTORS AND CORPORATE GOVERNANCE | |||||
Director Compensation
The following table summarizes the annual compensation for our non-employee directors during 2023. A summary of the director compensation program and its elements is presented after the table.
2023 Director Compensation | |||||||||||
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(3) | Total | ||||||||
Mei-Wei Cheng(2) | $115,000 | $174,949 | $289,949 | ||||||||
| Jonathan F. Foster | $135,000 | $174,949 | $309,949 | ||||||||
| Bradley M. Halverson | $115,000 | $174,949 | $289,949 | ||||||||
| Mary Lou Jepsen | $115,000 | $174,949 | $289,949 | ||||||||
Roger A. Krone(2) | $115,000 | $174,949 | $289,949 | ||||||||
| Patricia L. Lewis | $115,000 | $174,949 | $289,949 | ||||||||
| Kathleen A. Ligocki | $135,000 | $174,949 | $309,949 | ||||||||
| Conrad L. Mallett, Jr. | $130,000 | $174,949 | $304,949 | ||||||||
Greg C. Smith | $195,000 | $294,910 | $489,910 | ||||||||
(1)Includes cash retainer and other fees earned for service as directors in 2023. 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 Chairperson of each of the Audit Committee, P&C Committee and G&S Committee.
(2)Messrs. Cheng and Krone deferred $115,000 of their 2023 retainer fees.
(3)As described in “Equity Compensation” below, on May 18, 2023, each of our non-employee directors who were members of the Board on the date of the 2023 annual meeting of shareholders received a restricted stock unit (“RSU”) grant that vests on the earlier of the first anniversary of the grant date and the date of the next annual meeting of shareholders that is at least 50 weeks following the immediately preceding year’s annual meeting of shareholders, subject to each director’s continued service on the Board. The amounts reported in this column for each director reflect the aggregate grant date fair value determined in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation-Stock Compensation.” As of December 31, 2023, each of our non-employee directors who were members of the Board on such date held the following outstanding and unvested RSUs: Messrs. Cheng, Foster, Halverson, Krone and Mallett, along with Dr. Jepsen and Mses. Lewis and Ligocki – 1,419; and Mr. Smith – 2,392. Messrs. Cheng and Krone, along with Ms. Ligocki, each elected to defer 100% of their 2023 RSU grants; and Mr. Mallett elected to defer 10% of his 2023 RSU grant (in each case, subject to vesting of the RSUs).
Summary of 2023 Director Compensation
Overview
In order to attract and retain highly qualified directors to represent our shareholders, our philosophy is to set compensation to be within a competitive range of non-employee director pay at comparable companies. At least every two years, the independent compensation consultant presents an analysis of director pay levels among our Comparator Group (described in “Compensation Discussion and Analysis — Benchmarking” below) and a broader set of large companies. We use the same Comparator Group and process to review and set director pay as is used for our executives. The most recent competitive pay study was reviewed in September 2023.
Annual Cash Retainer
The base annual cash retainer for each non-employee director under the Outside Directors Compensation Plan is $115,000. The additional cash retainer for the chairs of the P&C Committee and the Audit Committee is $20,000, the additional cash retainer for the chair of the G&S Committee is $15,000 and the additional cash retainer for the Presiding Director, if any, is $10,000. The annual cash retainer for each non-employee director is paid in advance in equal installments on the last business day of the month. Because the Company has an independent Non-Executive Chairman, there currently is no Presiding Director.
Non-employee directors generally do not receive Board or Board committee meeting fees; however, each non-employee director is eligible to receive $1,500 for each Board meeting in excess of twelve that he or she attends in a calendar year.
Equity Compensation
Pursuant to the Outside Directors Compensation Plan, in addition to a cash retainer, each non-employee director receives a portion of his or her annual compensation in the form of equity compensation, which is granted each year on the date of the annual meeting of shareholders at which a director is elected or re-elected to serve on the Board.
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Such equity compensation is paid in the form of an annual grant of RSUs with a grant date value of approximately $175,000. The RSU awards will vest on the earlier of the first anniversary of the grant date and the date of the next annual meeting of shareholders that is at least 50 weeks following the immediately preceding year’s annual meeting, subject to forfeiture in the event that a director’s service on the Board ceases for any reason prior to the vesting date.
Non-Executive Chairman Compensation
In 2023, the additional compensation for our Non-Executive Chairman, currently Mr. Smith, was an additional annual cash retainer in the amount of $80,000 and an additional annual grant of RSUs with a grant date value of approximately $120,000. The payment and vesting schedule for this additional annual compensation is the same as that described above.
Deferrals
A non-employee director may elect to defer receipt of all or a portion of his or her annual retainer and any meeting fees pursuant to a valid deferral election. To the extent that any such cash payments are deferred, they are credited to a notional account and bear interest at an annual rate equal to the prime rate (as defined in the Outside Directors Compensation Plan). Non-employee directors may also elect to defer all or a portion of his or her annual RSU grant into a stock account where, subject to and following satisfaction of the applicable vesting requirements, notional stock units are credited until distribution in the form of shares of common stock upon the pre-selected date(s).
In general, amounts deferred are paid to a non-employee director as of the earliest of:
•the date selected by such director;
•the date the director ceases to be a director; or
•the date of a change of control (as defined in the Outside Directors Compensation Plan).
Retainer, meeting fees and restricted cash amounts that are deferred are paid in cash in a single sum payment or, at the director’s election, in installments. Amounts of the RSU grants that are deferred are paid in the form of shares of common stock in a lump sum or installments in accordance with the director’s election.
Stock Ownership Guidelines
The Company has a long-standing practice of having stock ownership guidelines for non-employee directors. Each non-employee director must achieve a stock ownership level of a number of shares with a value equal to five times the base annual cash retainer and must hold 50% of the net shares from their annual stock grants received until they are in compliance with these guidelines. As of our latest measurement date (December 31, 2023), all of our non-employee directors who were directors on the measurement date met the required ownership level (other than Mr. Halverson, who joined the Board in June 2020, and Mr. Krone and Ms. Lewis, who joined the Board in November 2020, each of whom is in compliance with the 50% hold requirement).
General
Directors who are also our employees receive no compensation for their services as directors, except reimbursement of expenses incurred in attending meetings of our Board or its committees.
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Security Ownership of Certain Beneficial Owners, Directors and Management
The following table sets forth, as of March 18, 2024 (except as indicated below), beneficial ownership, as defined by SEC rules, of our common stock (including shares of common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 18, 2024) and ownership of RSUs by the persons or groups specified. Each of the persons listed below has sole voting and investment power with respect to the beneficially owned shares listed unless otherwise indicated. The percentage calculations set forth in the table are based on 56,952,094 shares of common stock outstanding on March 18, 2024, rather than based on the percentages set forth in shareholders’ Schedules 13G or 13D, as applicable, filed with the SEC.
| Number of Shares of Common Stock Owned Beneficially | Percentage of Common Stock Owned Beneficially | Number of RSUs Owned(15) | |||||||||
| 5% Beneficial Owners: | |||||||||||
BlackRock, Inc.(1) | 7,539,684 | 13.2% | 0 | ||||||||
Pzena Investment Management, LLC(2) | 6,304,116 | 11.1% | 0 | ||||||||
The Vanguard Group(3) | 5,913,404 | 10.4% | 0 | ||||||||
| NEOs and Directors: | |||||||||||
Raymond E. Scott(4)(5)(6) | 208,003 | * | 26,792 | ||||||||
Jason M. Cardew(4)(7) | 41,862 | * | 42,318 | ||||||||
Frank C. Orsini(4)(7) | 44,966 | * | 49,713 | ||||||||
Carl A. Esposito(4)(7) | 46,718 | * | 23,956 | ||||||||
Harry A. Kemp(4)(7) | 11,603 | * | 17,964 | ||||||||
Mei-Wei Cheng(6)(8) | 6,664 | * | 0 | ||||||||
Jonathan F. Foster(6)(9) | 12,445 | * | 0 | ||||||||
Bradley M. Halverson(6)(9) | 4,975 | * | 0 | ||||||||
Mary Lou Jepsen(6)(9) | 9,697 | * | 0 | ||||||||
Roger A. Krone(6)(10) | 4,190 | * | 0 | ||||||||
Patricia L. Lewis(6)(9) | 4,190 | * | 0 | ||||||||
Kathleen A. Ligocki(6)(11) | 19,157 | * | 0 | ||||||||
Conrad L. Mallett, Jr.(6)(12) | 12,926 | * | 0 | ||||||||
Greg C. Smith(6)(13) | 16,283 | * | 0 | ||||||||
Total Executive Officers and Directors as a Group (17 individuals)(14) | 452,586 | * | 182,820 | ||||||||
*Less than 1%.
(1)Information contained in the table above and this footnote is based on a report on Schedule 13G/A filed with the SEC on January 23, 2024, by BlackRock, Inc. (“BlackRock”). BlackRock is the beneficial owner of 7,539,684 shares, with sole dispositive power as to all such shares and sole voting power as to 7,098,522 such shares. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of the Company’s common stock. No one person’s interest in the Company’s common stock is more than five percent of the total outstanding common stock. BlackRock’s principal place of business is 50 Hudson Yards, New York, New York 10001.
(2)Information contained in the table above and this footnote is based on a report on Schedule 13G/A filed with the SEC on February 7, 2024, by Pzena Investment Management, LLC (“Pzena”). Pzena is the beneficial owner of 6,304,116 shares, with sole dispositive power as to all such shares and sole voting power as to 5,170,971 such shares. Pzena’s principal place of business is 320 Park Avenue, 8th Floor, New York, New York 10022.
(3)Information contained in the table above and this footnote is based on a report on Schedule 13G/A filed with the SEC on February 13, 2024, by The Vanguard Group (“Vanguard”). Vanguard is the beneficial owner of 5,913,404 shares, with sole dispositive power as to 5,776,659 such shares, shared dispositive power as to 136,745 such shares and shared voting power as to 44,297 such shares. Vanguard’s principal place of business is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(4)The individual is a NEO.
(5)Mr. Scott is retirement-eligible and therefore qualifies for accelerated vesting of all of his Career Shares and RSUs that would vest within 24 months of his retirement on any given date. As a result, Mr. Scott’s share ownership includes 53,894 Career Shares and 37,521 unvested RSUs (all Career Shares and RSUs awarded more than one year prior to the record date). Mr. Scott's Career Shares and unvested RSUs would be forfeited only if he were terminated for “cause” pursuant to the terms of his employment agreement. Mr. Scott's share ownership also includes 102,961 shares of common stock that he has the right to acquire pursuant to stock options that are currently exercisable.
(6)The individual is a director.
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(7)Messrs. Cardew, Orsini, Esposito and Kemp are not yet retirement-eligible, and thus, their share ownership does not include any Career Shares or unvested RSUs. If they remain employed by the Company, Messrs. Cardew, Orsini, Esposito and Kemp will become retirement-eligible on June 29, 2025, April 2, 2027, May 19, 2026, and September 15, 2030, respectively. Messrs. Cardew, Orsini and Esposito's respective share ownership also includes 24,356; 29,419; and 21,512 shares of common stock, respectively, that each person has the right to acquire pursuant to stock options that are currently exercisable.
(8)For Mr. Cheng, the information contained in the table above includes 3,822 deferred stock units, which are fully vested and convert into shares of common stock on a 1-for-1 basis upon the earliest of the director’s departure from the Board, a change in control or the pre-established date selected by the director. The table also includes 1,419 RSUs vesting on May 16, 2024, within 60 days following the record date, which will be deferred upon vesting in accordance with the director’s election.
(9)The information contained in the table above includes 1,419 RSUs vesting on May 16, 2024, within 60 days following the record date.
(10)For Mr. Krone, the information contained in the table above includes 2,192 deferred stock units, which are fully vested and convert into shares of common stock on a 1-for-1 basis upon the earliest of the director’s departure from the Board, a change in control or the pre-established date selected by the director. The table also includes 1,419 RSUs vesting on May 16, 2024, within 60 days following the record date, which will be deferred upon vesting in accordance with the director’s election.
(11)For Ms. Ligocki, the information contained in the table above includes 14,325 deferred stock units, which are fully vested and convert into shares of common stock on a 1-for-1 basis upon the earliest of the director’s departure from the Board, a change in control or the pre-established date selected by the director. The table also includes 1,419 RSUs vesting on May 16, 2024, within 60 days following the record date, which will be deferred upon vesting in accordance with the director’s election.
(12)For Mr. Mallett, the information contained in the table above includes 11,507 deferred stock units, which are fully vested and convert into shares of common stock on a 1-for-1 basis upon the earliest of the director’s departure from the Board, a change in control or the pre-established date selected by the director. The table also includes 1,419 RSUs vesting on May 16, 2024, within 60 days following the record date, a portion of which will be deferred upon vesting in accordance with the director’s election.
(13)For Mr. Smith, the information contained in the table above includes 2,392 RSUs vesting on May 16, 2024, within 60 days following the record date. The table also includes 13,891 shares of common stock held in Ann Cournoyer Smith Irrev Trust for the benefit of Mr. Smith’s children of which Mr. Smith is the trustee.
(14)Includes Alicia Davis, Amy Doyle and Marianne Vidershain.
(15)Includes, as of March 18, 2024, Career Shares and unvested RSUs owned by our executive officers. These Career Shares and unvested RSUs are subject to all of the economic risks of stock ownership but may not be voted or sold and are subject to vesting provisions as set forth in the respective grant agreements.
Delinquent Section 16(a) Reports
Based upon our review of reports filed with the SEC and written representations that no other reports were required, we believe that all of our directors, executive officers and beneficial owners of more than ten percent of our equity securities complied with the reporting requirements of Section 16(a) of the Exchange Act during 2023, with the exception of one late Form 4 filed on February 9, 2024, for Mr. Foster reporting three transactions for a total of 167 shares of common stock, due to an inadvertent administrative error.
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COMPENSATION DISCUSSION AND ANALYSIS ("CD&A")
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| COMPENSATION DISCUSSION AND ANALYSIS | |||||
CD&A Executive Summary
Letter from the People and Compensation Committee
Dear Shareholders:
In 2023, Lear achieved outstanding financial results while creating value for our shareholders. We delivered record revenues of $23.5 billion, a 12% increase compared to 2022, along with a 29% increase in core operating earnings, despite ongoing industry volatility, supply chain disruptions and labor challenges faced by our largest U.S. customers.
On behalf of the P&C Committee, I want to thank you for your continuing support of the Company's executive compensation program. The P&C Committee represents our shareholders and diligently works to ensure that the Company's executive compensation program aligns with the interests of our shareholders and long-term value creation, while serving to attract, retain and reward our talented workforce.
The P&C Committee, on behalf of the Board, prioritizes responsiveness to your views on executive compensation. We especially want to thank our shareholders who have provided feedback to us over the course of the last year. We were pleased to hear favorable acknowledgement of the enhancements we made to our programs for 2023, including the reintroduction of an ROIC performance measure in the long-term incentive plan.
At Lear, our executive incentive compensation plans reflect:
•our actual and relative business results, using financial measures such as adjusted operating income, free cash flow, adjusted pretax income, adjusted ROIC improvement and relative total shareholder return;
•our sustainable long-term focus with multi-year timeframes, consistent structures and focus on meaningful stock ownership; and
•our emphasis on human capital, values and leadership including pay parity, clawback and ethics provisions, and sustainability.
In 2023, the Company continued to face challenges as noted above but nonetheless delivered significant improvements in financial performance. The "Compensation Discussion and Analysis" that follows summarizes the alignment between the Company's demonstrated performance and the compensation outcomes for the NEOs. When determining incentive performance and payout results, the P&C Committee uses a rigorous process against pre-established financial measures. The results for our NEOs are shown on pages 45 and 48, and the P&C Committee believes the Company's strong performance supports the incentive payouts. We believe our executive compensation program demonstrates our commitment to linking executive compensation to the Company's short and long-term strategies while being responsive to shareholder feedback.
The P&C Committee encourages management to make decisions that drive long-term value creation. We look forward to your feedback to ensure continued alignment between our executive compensation program and shareholder interests, while allowing the Company to attract and retain the talent we need to execute the Company's strategies.
Sincerely,
Kathleen A. Ligocki
People and Compensation Committee Chair
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| COMPENSATION DISCUSSION AND ANALYSIS | |||||
About Lear
Lear Corporation is a global automotive technology leader in Seating and E-Systems, enabling superior in-vehicle experiences for consumers around the world. We supply complete seat systems, key seat components, complete electrical distribution and connection systems, high-voltage power distribution products, including BDUs, low-voltage power distribution products, electronic controllers and other electronic products to all of the world's major automotive manufacturers. At Lear, we are Making every drive betterTM by providing technology for safer, smarter and more comfortable journeys, while adhering to our values — Be Inclusive. Be Inventive. Get Results the Right Way.
Our business is organized under two reporting segments: Seating and E-Systems. Each of these segments has a varied product and technology portfolio across a number of component categories. We continuously evaluate this portfolio, aligning it with industry trends while balancing risk-adjusted returns, which allows us to offer value-added solutions to our customers.
2023 Financial Performance Highlights
*See page 3 and Appendix A “Reconciliation of Non-GAAP Financial Measures” on page 90 for more information on these non-GAAP financial measures and how they are used.
Named Executive Officers
The CD&A and Executive Compensation Tables outline Lear Corporation's executive compensation program and process for determining pay as it applies to the NEOs. For 2023, Lear's NEOs were:
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| COMPENSATION DISCUSSION AND ANALYSIS | |||||
2023 Actions We Took
| Compensation | |||||||||||
•No changes to base salary during 2023 or as of January 1, 2024 | |||||||||||
| Compensation Mix | |||||||||||
•Increased the performance-based portion of the 2023 LTI award granted to our CEO to approximately 75% Performance Shares and 25% RSUs (from 70% Performance Shares and 30% RSUs in prior years) | |||||||||||
| Annual Incentive Plan (AIP) | |||||||||||
•Returned to historical equal weighting of two financial measures for 2023 | •Widened goal ranges to reflect the level of volatility inherent in the global macroeconomic conditions | ||||||||||
•2023 goal setting: •Set 2023 goal for Adjusted Operating Income 10% higher than 2022 target and higher than 2022 actual results •Set 2023 goal for Free Cash Flow 65% higher than 2022 target and higher than 2022 actual results | •Delivered strong performance on two financial measures: •Adjusted Operating Income increased 29% from prior year, with a result of 140% of target •Free Cash Flow increased 67% from prior year, with a result of 200% of target | ||||||||||
Long-Term Stock Incentive (LTI) Plan | |||||||||||
•Reintroduced Adjusted ROIC Improvement as a performance measure for the 2023-2025 performance period | •Delivered strong Adjusted Annual Pretax Income result for the 2021-2023 performance period of 139% of target | ||||||||||
•Re-weighted performance measures with reintroduction of Adjusted ROIC Improvement as a performance measure, maintaining heaviest weighting on Adjusted Annual Pretax Income | •Delivered Relative TSR result for the 2021-2023 performance period of 76% of target | ||||||||||
•Maintained Relative TSR as a performance measure with performance measured against a group of 24 companies that are primarily automotive suppliers | |||||||||||
| Governance Policies and Practices | |||||||||||
•Adopted a Supplemental Clawback Policy for recovery of incentive-based compensation for material financial, operational or reputational harm to the Company | •Amended our existing Clawback Policy covering accounting restatements as required by law, regulation or applicable listing standard | ||||||||||
•Met with shareholders representing 65% of our shares outstanding with an active management orientation | •Support from shareholders on Say-on-Pay was 85% in 2023 with a five-year average of over 93% | ||||||||||
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| COMPENSATION DISCUSSION AND ANALYSIS | |||||
Decision-Making Framework
Our executive compensation program is designed to reward financial performance, strong leadership and operational excellence, all of which are key elements in driving sustainable growth and shareholder value. Our executive compensation program allows us to compete for top talent and build a management team that is well positioned to drive Lear's performance. The basic foundational concepts of our executive compensation program are grounded in best practices.
Total Rewards Philosophy and Compensation Principles
The underlying total rewards philosophy is to provide attractive, performance-based and market competitive programs tied to performance and aligned with the interests of our shareholders. Our objective is to attract, motivate and retain the caliber of executive officers and other key employees necessary to deliver sustained long-term performance for our shareholders in a challenging and dynamic industry. The P&C Committee strives to create a pay-for-performance culture and strongly believes that executive compensation should be tied to the successful execution of our long-term corporate strategy. Our total rewards programs are an important part of delivering on this overall value proposition.
Our pay-for-performance structure and the resulting compensation provided to our executives are guided by the following principles:
•Align with Our Shareholders: Our incentive plans and resulting compensation paid are designed to align directly with the long-term interests of our shareholders.
•Enable Company Strategy: Compensation earned is based on the achievement of challenging goals that drive the Company's strategies both for the short-term and the long-term.
•Drive Business Performance: The performance measures utilized in our incentive plans are selected and weighted based on our strategy to drive and reward annual and long-term business performance. As a result, incentive payouts and the resulting total realized or potentially realized pay are commensurate with the Company's performance relative to goals set prior to the start of the respective performance periods, and the value of equity awards directly aligns with the experience of our shareholders.
•Avoid Excessive Risk-Taking: Our incentive compensation plans have an appropriate mix of short-term and long-term pay components with varying performance measures, weightings and goal ranges, and other elements. Our governance practices ensure we avoid risks that are reasonably likely to have a material adverse effect on the Company.
•Be Market Competitive: Target compensation opportunities and the resulting compensation earned are competitive with that provided to executives at peer companies so as to attract, motivate and retain key talent and be reflective of our global business structure and market conditions.
Compensation Governance
We believe our executive compensation practices drive performance and serve our shareholders’ long-term interests. We avoid certain practices that do not adhere to our compensation principles or further our shareholders’ interests. The following table summarizes the key governance and design features of our executive compensation program.
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What We Do | What We Do Not Do | |||||||||||||
| ✓ | Pay program aligned with business strategy | ✘ | No single-trigger change in control vesting of equity awards | |||||||||||
| ✓ | Balanced mix of performance measures | ✘ | No single-trigger change in control severance benefits | |||||||||||
| ✓ | High percentage of performance-based pay | ✘ | No repricing of stock options | |||||||||||
| ✓ | Individual incentive compensation payouts are capped | ✘ | No hedging or pledging of Company stock | |||||||||||
| ✓ | Incentive compensation payouts vary and are commensurate with results | ✘ | No excise tax gross-ups in employment agreements | |||||||||||
| ✓ | Annual market practices and comprehensive compensation risk review | ✘ | No guarantee of regular incentive plan awards | |||||||||||
| ✓ | Robust stock ownership guidelines | ✘ | No excessive perquisites | |||||||||||
| ✓ | Clawback of incentive compensation for financial restatements and other improper conduct | ✘ | No payouts of dividend equivalents on equity awards during vesting or performance periods | |||||||||||
| ✓ | Fully independent compensation consultant retained for the P&C Committee | |||||||||||||
| ✓ | Lengthy holding period for Career Shares (underlying shares generally not distributed until the earlier of age 62 or three years after retirement) to drive retention and shareholder alignment | |||||||||||||
Total Compensation Process and Review
The P&C Committee oversees the executive compensation program design and decision-making process for our NEOs. The P&C Committee is comprised of independent, non-employee members of the Board and works very closely with its independent consultant and management to review the effectiveness of the Company’s executive compensation program throughout the year. The P&C Committee’s charter, which reflects the specific details of its authority and responsibilities, may be accessed on our website at https://ir.lear.com/corporate-governance.
The P&C Committee annually reviews key elements of our executive compensation program, including the various components of compensation for our NEOs and a summary of market practices and emerging trends, and discusses potential implications to the Company in the context of our business strategy and talent needs. This includes a specific review of dollar amounts for pay elements and potential payment obligations under our executive employment agreements and pay tally sheets for our NEOs. In addition, although each component is assessed independently, the
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| COMPENSATION DISCUSSION AND ANALYSIS | |||||
total complement of the components must work in harmony to achieve a proper balance, which, in turn, helps manage compensation risk. We also annually complete a comprehensive compensation risk assessment with assistance from our outside legal counsel and independent compensation consultant.
Our human resources staff supports the P&C Committee in its work, in partnership with our compensation consultant, accountants, legal counsel and other advisors, as necessary, and works to implement the P&C Committee’s decisions, monitor evolving competitive practices and make compensation recommendations to the P&C Committee.
The P&C Committee has engaged Pay Governance as independent, outside consultant and advisor for rigorous review, analysis and advice related to the compensation of the NEOs and other executive compensation-related matters. Pay Governance takes direction from and is solely responsible to the P&C Committee. A representative from Pay Governance attended all P&C Committee meetings, either in person or virtually, consulted with and advised P&C Committee members on executive compensation, developed executive benchmarking and other executive compensation data, and advised on the structure, design and amounts of the various compensation elements. For most compensation topics for which the P&C Committee is responsible, it has directed Pay Governance to work with management to develop recommendations that reflect the P&C Committee’s objectives for the compensation program. Pay Governance performs no other services for the Company. The P&C Committee annually reviews the services provided, independence, performance, fees paid and other factors when assessing the independence and performance of Pay Governance.
The P&C Committee typically meets in executive session after each of its regularly scheduled meetings to discuss and decide executive compensation matters.
Compensation decisions are anchored in a clearly articulated compensation philosophy with strong pay-for-performance alignment, recommendations and market data from the independent compensation consultant, shareholder feedback, assessment of NEO performance and achievement of Company goals, and the P&C Committee’s assessment of business climate and industry factors.
Authority of P&C Committee Under Incentive Plans
Under the AIP and the LTI plans, the P&C Committee retains the authority to select a range of award types, performance measures and weightings and to apply adjustments to the financial measures utilized for annual and long-term incentive awards. Such adjustments may exclude the impact of gains or losses on the sale of assets, the effects of changes in accounting principles or the application thereof, or unusual or non-recurring items, including the impact of significant differences from the assumptions contained in the financial budget upon which the applicable performance targets were established. Any such adjustments to financial measures are intended to better reflect the actual performance of approximately 7,800 AIP and over 130 performance-based LTI award participants, align award payments with decisions that support the Company’s long-term financial plan and strategies, avoid unintended inflation or deflation of awards due to unusual or non-recurring items during the performance period, and emphasize the Company’s preference for long-term, sustainable growth.
Benchmarking Methodology and Peer Group Selection
The P&C Committee targets base salaries, annual incentive awards, long-term incentive awards and total direct compensation of our NEOs and other executive officers on average to be within a competitive range (i.e., +/- 15%) of the median of the Company’s compensation comparator group (the “Comparator Group”) and other comparably sized general industry companies. We believe the Comparator Group represents the industries and companies with which we currently compete with for executive talent and/or business.
In addition to reviewing annual market pay benchmarking, other factors (including our business strategy, talent needs, executives’ experience levels and cost) are considered in setting target pay which may result in some positions having target pay higher or lower than the competitive range. Actual compensation relative to target pay opportunities will vary based on performance and, for long-term incentive awards, the value of common stock at payment. The P&C Committee regularly assesses the composition of the Comparator Group.
2024 Proxy Statement | | | 37 | |||||||||
| COMPENSATION DISCUSSION AND ANALYSIS | |||||
See below for our peer group selection process:
The Company supplements its review of the Comparator Group with a broader survey of general industrial companies (not individually selected or identified) for benchmarking of executive compensation levels and, as appropriate, compensation design practices.
The companies in the Comparator Group for 2023 are shown below. The revenues for this group in their most recently reported fiscal year ranged from $13.6 billion to $61.2 billion, with a median of $19.4 billion. Lear’s 2023 revenues of $23.5 billion are 21% higher than the Comparator Group median.
| 2023 Comparator Group | ||||||||||||||||||||
| Adient plc (ADNT) | Deere & Company (DE) | Illinois Tool Works Inc. (ITW) | Parker-Hannifin Corporation (PH) | |||||||||||||||||
| Aptiv PLC (APTV) | Eaton Corporation plc (ETN) | L3Harris Technologies, Inc. (LHX) | TE Connectivity Ltd. (TEL) | |||||||||||||||||
| BorgWarner Inc. (BWA) | Emerson Electric Co. (EMR) | Magna International Inc. (MGA) | Textron Inc. (TXT) | |||||||||||||||||
| Cummins Inc. (CMI) | Goodyear Tire & Rubber Company (GT) | PACCAR Inc. (PCAR) | Whirlpool Corporation (WHR) | |||||||||||||||||
The above companies were used to inform the NEO target annual and long-term incentive changes effective January 2023. Tenneco Inc. was removed from the 2023 Comparator Group as it was taken private by Apollo Global Management in November 2022.
A second peer group consisting of 24 companies that are primarily automotive suppliers (the "Relative TSR Peer Group") is used to assess our performance versus our peers for incentive awards. The Relative TSR Peer Group is described in more detail on page 48.
Pay Setting Process and Cycles
Tally Sheets
When recommending compensation for the CEO and other NEOs, the P&C Committee reviews tally sheets that detail the various elements of compensation for each executive officer. These tally sheets are used to evaluate the appropriateness of the total compensation package, to compare each NEO’s total compensation opportunity with the actual aggregate payment and to ensure that the compensation appropriately reflects the compensation program’s focus on pay for performance. Tally sheets provide for an overall assessment of our compensation program, while ensuring the proper linkage to financial performance and shareholder interests.
Say-on-Pay Results
The P&C Committee reviewed the results of the shareholder advisory vote on NEO compensation and incorporated these results as one of the many factors considered in connection with the overall review of our compensation program. Our compensation practices have been consistently supported by our shareholders, as evidenced by our Say-on-Pay results. In 2023, we received 85% shareholder support, and our average Say-on-Pay shareholder support over the prior five years is over 93%.
38 | | | LEAR CORPORATION | |||||||||
| COMPENSATION DISCUSSION AND ANALYSIS | |||||
Compensation Alignment with Shareholders
The executive compensation program is designed to drive the execution of our business strategy by strongly aligning pay opportunities with performance outcomes. The P&C Committee considers multiple perspectives in assessing the achievement of this critical objective, including a multi-year history of incentive payouts as a percentage of target, financial and TSR results, and the NEOs’ pay relative to the Comparator Group (see page 38). These analyses found that relative to the Comparator Group:
•The NEOs’ target pay levels are in the competitive range of market median with an emphasis on performance-based pay opportunities.
•Lear’s incentive plan performance measures are well-aligned to its business strategy, correlative to TSR and generally consistent with the performance measures used by the Comparator Group (and the broader industrial market).
•Lear’s annual incentive and performance share payouts are directionally aligned with performance relative to the Comparator Group.
Consistent with the Company’s pay-for-performance philosophy, challenging goals are set for the annual incentive and performance share award opportunities. As such, in some years, payouts will be above target (when our results exceed the target for the performance period), and in other years, payouts will be below target (when our results are below the target for the performance period). Our last four completed performance periods reflect this pay-for-performance alignment with payouts varying commensurate with results, as shown below:
| Historical Performance Payouts | ||||||||||||||
| AIP | 2020 | 2021 | 2022 | 2023 | ||||||||||
| 60% | 100% | 124% | 170% | |||||||||||
| Performance Shares | 2018-2020 | 2019-2021 | 2020-2022 | 2021-2023 | ||||||||||
| 22% | 74% | 111% | 118% | |||||||||||
Our typical approach for promoted executives is to move pay levels to the market median over several years, while emphasizing at-risk, performance-based incentive award opportunities.
The actual amounts realized, if any, from performance share award opportunities (and stock option awards prior to 2022) can vary significantly, due to performance and the Company’s stock price, from the grant amounts shown in the Stock Awards column of the Summary Compensation Table. This is reflected in the CEO’s target pay mix, with 92% of total pay at-risk and 59% of total pay from performance share opportunities.
Engaging with Shareholders to Continue to Enhance our Compensation Program
Our directors and management recognize the benefits of robust dialogue with shareholders and have engaged consistently in governance-focused shareholder outreach. We continue to solicit the perspectives of our investors which we share with the P&C Committee. Among other topics, we invite dialogue with our shareholders regarding best practices and policy issues, our compensation programs, the financial measures that drive our business strategy and other issues to inform our compensation program review process.
Feedback from our Shareholders Considered as Part of the Actions Taken by the Committee
The predominant feedback we received from investors was that they were satisfied with our compensation programs and practices. During fall 2023, we reached out to 16 shareholders whose holdings represent approximately 80% of our shares outstanding to gather feedback on various topics, including our executive compensation program. Certain shareholders favorably acknowledged the changes we made in response to their suggestions, including the following:
•The reintroduction of ROIC to the financial measures in our long-term incentive plan;
•The request for additional narrative in the “Compensation Discussion and Analysis” describing the drivers and decision-making regarding the incentive plan measures and weightings; and
•The return to the traditional establishment of all three-year goals for all performance measures in the LTI award.
The P&C Committee and the management team review and discuss feedback as part of our comprehensive review of the compensation program’s alignment to our business strategy, support of our talent needs, and relative to market practices and other factors. When the P&C Committee assessed the incentive plan structure and performance measures, this feedback was one of the factors considered when deciding to set all three-year goals for the performance measures relative to the 2024-2026 LTI award in November 2023, prior to the start of the performance period.
2024 Proxy Statement | | | 39 | |||||||||
| COMPENSATION DISCUSSION AND ANALYSIS | |||||
In addition to the formal outreach discussed above, members of management continue to have regular and extensive interaction with our investors throughout the year to discuss our business segments, end markets, financial results and operational execution at investor conferences, Company-hosted events, non-deal roadshows and quarterly conference calls. In 2023, Lear met with 62 institutional investors for a total of 340 interactions. We have shared financial and sustainability information relevant to our shareholders through our Sustainability Report, our Investor Relations website, our 2023 Annual Report on Form 10-K and this proxy statement.
What We Pay and Why: Elements of Executive Compensation
Executive Compensation Objectives and Core Elements
Our executive compensation program reflects our pay-for-performance philosophy and encourages executives to make decisions that drive the creation of shareholder value for the short and long term.
The P&C Committee utilizes a mix of fixed and variable compensation elements in order to achieve the following objectives of our compensation program:
•link executive pay to Company performance;
•optimize profitability, cash flow and revenue growth, as well as return on investment;
•align the interests of management with those of shareholders;
•utilize multi-year vesting periods and performance measures aligned to long-term shareholder value creation including stock performance;
•align management’s compensation with our business strategy and goals;
•promote teamwork within our group of global managers (our “One Lear” concept); and
•attract, motivate, reward and retain the best executive talent with market-based competitive compensation opportunities.
To achieve these objectives, we provide a total compensation program for executive officers that consists of base salary, annual and long-term incentive award opportunities, which are summarized below for 2023, as well as certain benefits (covered later).
| Element | Base Salary | 2023 Annual Incentive Plan (AIP) | Long-Term Incentive Plan (LTI) RSUs(1) (2) | Long-Term Incentive Plan (LTI) 2023-2025 Performance Shares(1) | ||||||||||||||||||||||
| Purpose | Provide competitive rate of pay to attract, motivate and retain key executive officers | Align a portion of annual pay to performance against key goals for the year | Align executive pay with long-term shareholder interests and value creation | Align executive pay with performance against key financial goals and long-term shareholder interests and value creation | ||||||||||||||||||||||
| Fixed vs. Variable | Fixed Cash | Variable Cash | Variable Equity | Variable Equity | ||||||||||||||||||||||
| Performance Period | -- | One Year: 01/01/2023 - 12/31/2023 | Three-Year Cliff Vesting | Three Years: 01/01/2023 - 12/31/2025 | ||||||||||||||||||||||
| Performance Measure(s) | Individual Performance | Two financial measures: 50% Adjusted Operating Income 50% Free Cash Flow | Stock Price Alignment | Three financial measures: 50% Adjusted Annual Pretax Income 25% Adjusted ROIC Improvement 25% Relative TSR(3) | ||||||||||||||||||||||
| Award Opportunity | Merit Increases | 0% - 200% | Stock Price Appreciation | 0% - 200% | ||||||||||||||||||||||
(1) An RSU represents the right to receive a share of common stock when the restriction period ends under the 2019 Long-Term Stock Incentive Plan as determined by the P&C Committee | ||||||||||||||||||||||||||
(2) RSUs and Performance Shares granted in 2023 will be settled in shares of Lear common stock if earned | ||||||||||||||||||||||||||
(3) Relative TSR is capped at target (i.e., 100%) if Lear's TSR is negative over the performance period | ||||||||||||||||||||||||||
40 | | | LEAR CORPORATION | |||||||||
| COMPENSATION DISCUSSION AND ANALYSIS | |||||
Pay for Performance
Our incentive plans are designed to optimize long-term financial returns for our shareholders and reward our NEOs for delivering on the Company’s strategy. As part of a market-based pay program, we maintain many design features and corporate governance practices to ensure a strong link between executive pay, Company performance and shareholder interests:
•We utilize a high percentage of performance-based pay, with 92% of the 2023 target annual compensation for the CEO at risk including 78% granted in equity, and, on average, 82% of the 2023 target annual compensation for the other NEOs at risk including 65% granted in equity.
•Our compensation program is aligned with our business strategy, and earnings is the key driver for us to achieve our business strategy goals.
•To drive these results, our incentive plans use key performance measures including Adjusted Operating Income, Free Cash Flow, Adjusted Annual Pretax Income and Adjusted ROIC Improvement.
•We use Relative TSR as a Performance Share market measure to align shareholder interests with executive pay outcomes.
Our strategic, operational and financial performance over time is reflected in our results and returns to shareholders. All of the annual incentive opportunity and the majority of the long-term incentive opportunity are determined based on specific performance measures that drive achievement of our business strategy, while ensuring sharp focus on critical results. In addition, as part of the Company’s long-term strategy to provide competitive retirement benefits, the Company has historically granted time-based Career Shares, including in 2023. See page 51 for more detailed information on Career Shares.
2024 Proxy Statement | | | 41 | |||||||||
| COMPENSATION DISCUSSION AND ANALYSIS | |||||
In order to drive profitable growth with efficient capital management, we selected complementary performance measures (which assess earnings and capital management, as well as relative TSR, over annual or three-year periods) to use in our 2023 incentive plans:
| Measure | Weighting | Background, Definition and Rationale | ||||||
Annual Incentive Plan (AIP) | ||||||||
| Adjusted Operating Income | 50% | • Pretax income before equity income, interest expense, other income/expense, restructuring costs, and certain transactions and non-recurring items. • Adjusted Operating Income is a well understood operating metric that can be influenced by all levels of employees of the Company. • Provides motivation to maximize earnings from current operations. | ||||||
| Free Cash Flow | 50% | • Net cash provided by operating activities, less capital expenditures, excluding certain transactions and other non-recurring items. • Free Cash Flow is a well understood operating metric that can be influenced by all levels of employees of the Company. • Provides motivation to maximize cash flow through earnings and appropriate management of working capital and investments. | ||||||
Long-Term Stock Incentive Plan (LTI) | ||||||||
Adjusted Annual Pretax Income | 50% for Performance Shares | • Annual net income for each year in the performance period (2023, 2024 and 2025) before provision for income taxes, income attributable to non-controlling interests, restructuring costs, and certain transactions and non-recurring items. • Focuses on earnings generated from products sold, encouraging profitable revenue growth and efficient management of costs over time. • Performance results for each year are independently assessed and then averaged to determine the three-year payout. | ||||||
Adjusted ROIC Improvement | 25% for Performance Shares | •Adjusted Operating Income less taxes divided by average invested capital. • Focuses on the basis point improvement over the baseline of 2022 Adjusted ROIC. • Performance goals for all years were set prior to the beginning of the three-year performance period. Performance results for each year are independently assessed and then averaged to determine the three-year payout. | ||||||
| Relative TSR | 25% for Performance Shares | • Relative TSR for the Performance Share awards for the three-year performance period (2023-2025) based on the three-year TSR achieved by the Company relative to the three-year TSR achieved by a group of automotive suppliers and industrial companies over the performance period (starting TSR assessment period in December 2022 compared to ending TSR assessment period in December 2025). • Focuses on alignment of executive pay with value creation for our shareholders relative to our peers. • Target award earned for median Relative TSR, with maximum award of 200% of target for Relative TSR of at least the 75th percentile. Award is capped at target if the Company’s TSR is negative for the performance period. | ||||||
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| COMPENSATION DISCUSSION AND ANALYSIS | |||||
Compensation Mix
Target Pay Mix for CEO and Other NEOs
Base salary and annual and long-term incentive award opportunities are the elements of our NEOs’ total direct compensation. To support our compensation philosophy, our NEOs’ total direct compensation opportunity is heavily weighted toward at-risk compensation within our annual incentive and long-term incentive plans. Our annual incentive awards and the performance-based component of our long-term incentive awards are considered performance-based pay, as the payouts are dependent on the achievement of specific financial performance measures. Our long-term incentive plan also utilizes time-based RSU awards that are subject to three-year cliff vesting, further aligning the NEOs with our shareholders as the final value realized is based on the Company’s share price after the three-year period.
The significant portion of performance-based pay aligns our NEOs with our shareholders’ interests. The 2023 target compensation mix for our CEO and our other NEOs on average is shown below:
2023 Performance Results and Compensation Decisions
Base Salary
Base salaries for our NEOs are targeted, on average, around the median level for comparable positions based on market benchmarking. The process of determining base salaries includes a review of scope, duties and responsibilities for each NEO role, an evaluation of NEO performance and experience, and attention to internal equity considerations. Our CEO’s base salary and total compensation are reviewed by the P&C Committee following the annual CEO performance review. Generally, in February of each year, the CEO and P&C Committee reach agreement on his goals and objectives for the upcoming year, and the P&C Committee evaluates his performance for the prior year against the prior year’s agreed goals and objectives. Our CEO has traditionally received a lower percentage of his total compensation in the form of fixed amounts like base salary relative to our other executives in order to more closely link his compensation to the performance of the Company. Merit increases in base salary for our senior executives are also determined by the results of the Board’s annual leadership review. At this review, our CEO assesses the performance of our top executives and presents his perspectives to our Board.
The 2022 and 2023 base salaries of our NEOs are summarized in the table below. The annual base salaries for our NEOs remained unchanged from December 1, 2022. No increases to base pay were approved during 2023 or as of January 1, 2024.
2024 Proxy Statement | | | 43 | |||||||||
| COMPENSATION DISCUSSION AND ANALYSIS | |||||
| Base Salaries | |||||||||||||||||
2022 Base Salary Rate(1) | 2023 Base Salary Rate | % Change | |||||||||||||||
Raymond E. Scott | $ | 1,300,000 | $ | 1,300,000 | — | % | |||||||||||
| Jason M. Cardew | $ | 850,000 | $ | 850,000 | — | % | |||||||||||
| Frank C. Orsini | $ | 850,000 | $ | 850,000 | — | % | |||||||||||
| Carl A. Esposito | $ | 725,000 | $ | 725,000 | — | % | |||||||||||
| Harry A. Kemp | $ | 700,000 | $ | 700,000 | — | % | |||||||||||
(1)Effective as of 12/01/2022
Annual Incentive Plan (AIP)
Our NEOs and nearly 7,800 other employees are eligible to participate in the AIP, which provides annual cash incentive award opportunities based upon the achievement of financial performance goals important to the Company’s success. Awards, if earned, are typically paid early in the following year based on our performance achieved in the prior fiscal year.
2023 Award Opportunity
Each NEO is assigned an annual target opportunity expressed as a percentage of his or her base salary. An executive’s target annual incentive percentage generally increases as his or her ability to affect the Company’s performance increases. Consequently, as an executive’s responsibilities increase, his or her variable compensation in the form of an annual incentive, which is dependent on Company performance, generally makes up a larger portion of the executive’s total compensation opportunity.
| 2023 Target Annual Incentive Opportunity | |||||||||||||||||
2023 Base Salary Rate | Target AIP (% of Base Salary) | Target AIP Opportunity | |||||||||||||||
Raymond E. Scott | $ | 1,300,000 | 160% | $ | 2,080,000 | ||||||||||||
| Jason M. Cardew | $ | 850,000 | 100% | $ | 850,000 | ||||||||||||
| Frank C. Orsini | $ | 850,000 | 100% | $ | 850,000 | ||||||||||||
| Carl A. Esposito | $ | 725,000 | 80% | $ | 580,000 | ||||||||||||
| Harry A. Kemp | $ | 700,000 | 90% | $ | 630,000 | ||||||||||||
AIP awards, if any, are determined solely based on the Company's final financial performance. The potential payouts range from 0 to 200 percent of target AIP opportunity.
2023 Performance Measures
Our 2023 AIP, which was approved in November 2022, utilized Adjusted Operating Income and Free Cash Flow because they are highly visible and important measures of operating performance that are relied upon by investors.
•Adjusted Operating Income weighted at 50%, measures our profit from operations
•Free Cash Flow weighted at 50%, measures our ability to generate cash through earnings and the efficient use of working capital and fixed assets
For more information on these performance measures including background, definition and rationale, see below.
2023 Performance Goals
The Company operates in a highly cyclical industry with volatility and uncertainty having increased significantly since 2020. Forecasts of industry and macro conditions are part of the Company’s budgeting process that is the basis for the target financial goals which are set each year to have comparable degrees of difficulty based on the challenges and opportunities forecasted at the start of the year. As a result, in many years, this yields target goals above the prior year actual results (particularly in upward automotive industry cycles), and in other years, the target goals may be below the prior year actual results, with the intent of setting appropriately challenging target goals each year.
44 | | | LEAR CORPORATION | |||||||||
| COMPENSATION DISCUSSION AND ANALYSIS | |||||
The 2023 AIP performance goals and payout calculation are shown below:
For the 2023 performance period, the target goals were set as follows:
•Adjusted Operating Income goal set at $963 million
•The 2023 goal was set 10% higher than the 2022 Adjusted Operating Income target of $875 million and higher than the 2022 Adjusted Operating Income result of $886 million(1)
•Free Cash Flow goal set at $453 million
•The 2023 goal was set 65% higher than the 2022 Free Cash Flow target of $275 million and higher than the 2022 Free Cash Flow result of $419 million(1)
(1) The P&C Committee excluded from these results the impact of our 2022 acquisitions, which were not contemplated when the 2022 goals were established.
For the 2023 AIP, we reverted to equally weighted performance measures. Prior to 2022, these two key financial measures were equally weighted. For the 2022 AIP, the P&C Committee determined that the measures would be weighted 80% Adjusted Operating Income and 20% Free Cash Flow. In 2022, the P&C Committee chose to place a larger focus on Adjusted Operating Income since it is a key indicator of business strength and to reduce the focus on Free Cash Flow due to fluctuations in working capital that resulted from ongoing macroeconomic uncertainty which could have resulted in misalignment of actual performance and payouts.
The P&C Committee reviews the annual and long-range financial plans, recommendations from management, input from the independent compensation consultant and performance of the open incentive performance periods prior to approving the targets for the AIP performance measures.
The 2023 AIP goals were set based on the Board-approved budget, with the target goals reflecting a stretch level of performance which at the time was anticipated to be challenging but achievable and the maximum goals set well above target, requiring significant achievements and reflecting a level of performance at which the P&C Committee believed a 200% of target award was warranted.
The P&C Committee approves the AIP performance measures each November, prior to the start of the performance period. Because the performance measures and targets are set and approved in November, the actual results for the current year and current performance period are not known. Therefore, the P&C Committee must rely on projected year-end results as a comparison when setting the goals for the upcoming year.
2023 Performance Results and Corresponding Payouts
AIP payouts are aligned and directly commensurate with our financial results. As shown below, the AIP was earned at 170% of target, reflecting our performance against 2023 Adjusted Operating Income and Free Cash Flow goals (including certain adjustments as described on pages 90-91).
2023 results:
•Adjusted Operating Income of $1,115 million(1) was above the target goal of $963 million
•Free Cash Flow of $638 million was above the target goal of $453 million and above the maximum goal of $633 million
(1) The P&C Committee excluded from these results the impact of a divestiture, which was contemplated when the 2023 goals were established but did not occur.
2024 Proxy Statement | | | 45 | |||||||||
| COMPENSATION DISCUSSION AND ANALYSIS | |||||
The Company achieved above target results for both financial measures as a result of higher than anticipated industry volumes combined with strong operating performance in both business segments. In 2023, both businesses improved operating margins significantly compared to the prior year and converted those earnings to free cash flow through a combination of improved working capital management and better capacity utilization, which allowed the Company to reduce capital spending.
2023 Annual Incentive Plan Goals & Results | ||||||||||||||||||||
| Weight | Threshold | Target | Maximum | Performance Result | Performance Result as % of Target | |||||||||||||||
| Adjusted Operating Income | 50% | $577M | $963M | $1,347M | $1,115M | 140% | ||||||||||||||
Free Cash Flow | 50% | $271M | $453M | $633M | $638M | 200% | ||||||||||||||
| Final Performance | 170% | |||||||||||||||||||
The AIP award for each NEO is shown below:
2023 Annual Incentive Plan Payouts | |||||||||||||||||||||||
Target Opportunity (as % of Base) | Target Amount(1) | Results | 2023 Incentive Amount(2) | ||||||||||||||||||||
Raymond E. Scott | 160% | $ | 2,080,000 | 170% | $ | 3,536,000 | |||||||||||||||||
| Jason M. Cardew | 100% | $ | 850,000 | 170% | $ | 1,445,000 | |||||||||||||||||
| Frank C. Orsini | 100% | $ | 850,000 | 170% | $ | 1,445,000 | |||||||||||||||||
| Carl A. Esposito | 80% | $ | 580,000 | 170% | $ | 986,000 | |||||||||||||||||
| Harry A. Kemp | 90% | $ | 630,000 | 170% | $ | 1,071,000 | |||||||||||||||||
(1)Reflects target opportunity as a percentage of 12/31/23 base salary.
(2)The 2023 incentive amount represents the amount actually earned, which is calculated as the target amount multiplied by the Actual Performance (170%).
Long-Term Incentive (LTI) Compensation
The long-term incentive component of our executive compensation program is designed to provide our senior management with performance-based award opportunities, to drive superior long-term performance and to align the interests of our senior management with those of our shareholders.
2023 Award Opportunity
In November 2022, the P&C Committee approved changes to the award mix for the CEO. The 2023 award mix for the CEO was approximately 75% Performance Shares and 25% RSUs, as compared to approximately 70% Performance Shares and 30% RSUs in prior years. The 2023 award mix for the other NEOs remained unchanged at 70% Performance Shares and 30% RSUs. Our weighting of Performance Shares is higher than most of the Comparator Group and many other large industrial companies, which often assign Performance Shares a lower weighting (e.g., 50% to 60% of the regular annual equity award mix). Our heavy weighting of Performance Shares increases the sensitivity of the value of our NEOs’ long-term equity incentives to Company performance – not only does the underlying value of a Performance Share fluctuate generally with changes in the Company’s stock price, but the number of shares earned varies based on the Company’s achievement of financial and relative TSR goals.
46 | | | LEAR CORPORATION | |||||||||
| COMPENSATION DISCUSSION AND ANALYSIS | |||||
| 2023-2025 Target Long-Term Incentive Opportunity | |||||||||||||||||
2023 Base Salary Rate | Target LTI (% of Base Salary) | Target LTI Opportunity(1) | |||||||||||||||
Raymond E. Scott | $ | 1,300,000 | 900% | $ | 11,700,000 | ||||||||||||
| Jason M. Cardew | $ | 850,000 | 400% | $ | 3,400,000 | ||||||||||||
| Frank C. Orsini | $ | 850,000 | 400% | $ | 3,400,000 | ||||||||||||
| Carl A. Esposito | $ | 725,000 | 280% | $ | 2,030,000 | ||||||||||||
| Harry A. Kemp | $ | 700,000 | 255% | $ | 1,785,000 | ||||||||||||
(1)The values represented in the Summary Compensation Table and the 2023 Grants of Plan-Based Awards table, both shown in "Executive Compensation Tables" beginning on page 55, may differ from these stated target values, particularly for the Relative TSR component, due to the determination of fair value under the accounting standards.
2023-2025 Performance Measures and Goals
The Performance Shares granted for the performance period are earned based on three performance measures.
•Adjusted Annual Pretax Income goals and performance targets were set and will be measured annually, with final award payouts being determined based on the average of the annual results. The use of Adjusted Annual Pretax Income goals set annually at the start of each year was used due to the uncertainty resulting from the COVID-19 pandemic and persistent supply chain challenges that created extreme volatility in commodity prices and availability of key components used in our products which has significantly impacted our customer production schedules. The long-term nature of the award opportunity is maintained with three-year cliff vesting to further align with shareholders. Effective for the 2024-2026 award, we moved to setting all three years of goals prior to the start of the three-year performance period. See page 50 for more information on 2024 changes.
•Adjusted ROIC Improvement goals and performance targets were set for the full three-year performance period and will be measured annually, with final award payouts being determined based on the average of the annual results.
•Relative TSR performance will be measured based on the Company’s three-year TSR achieved relative to the TSR achieved by the peer group. The Relative TSR Peer Group is a group of 24 automotive suppliers and industrial companies, as shown below. Unlike the Comparator Group that is selected, in part, based on comparable revenues and is used for compensation benchmarking and pay decisions, the Relative TSR Peer Group includes companies with a wider range of revenues and with a strong historical stock price correlation to Lear’s common stock and is used to assess performance versus peer companies. Awards are capped at target (i.e., 100%) if the Company’s TSR is negative for the performance period.
2024 Proxy Statement | | | 47 | |||||||||
| COMPENSATION DISCUSSION AND ANALYSIS | |||||
Relative TSR performance is measured against a group of competitors in the current marketplace. Companies in the Relative TSR Peer Group may vary slightly cycle-to-cycle, reflecting mergers and acquisitions, significant changes in company structure and other factors. The Relative TSR Peer Group for the 2023-2025 cycle is as follows:
| 2023-2025 Performance Shares – Relative TSR Peer Group | |||||||||||
| Adient plc | Continental Aktiengesellschaft | Gentex Corporation | PACCAR Inc. | ||||||||
| Allison Transmission Holdings, Inc. | Cooper-Standard Holdings Inc. | Gentherm Incorporated | Standard Motor Products, Inc. | ||||||||
| American Axle & Mfg. Holdings, Inc. | Cummins Inc. | Goodyear Tire & Rubber Company | TE Connectivity Ltd. | ||||||||
| Aptiv PLC | Dana Incorporated | LCI Industries | Textron Inc. | ||||||||
| Autoliv, Inc. | Eaton Corporation plc | Magna International Inc. | Valeo SA | ||||||||
| BorgWarner Inc. | Faurecia S.E. (now Forvia SE) | Modine Manufacturing Company | Visteon Corporation | ||||||||
The specific amounts and terms of the 2023-2025 long-term incentive awards are shown in and following the 2023 Grants of Plan-Based Awards table on page 58. The Performance Share Adjusted Annual Pretax Income goals for 2023 and the Performance Share Adjusted ROIC Improvement and Relative TSR goals for the 2023-2025 performance period were set in November 2022, prior to the start of the performance period. The threshold goals were set to be reflective of a level of performance at which the P&C Committee believes a portion of the target award is warranted. The maximum goals were set well above target, requiring significant achievements and reflecting a level of performance at which the P&C Committee believes a 200% of target award is warranted. The Performance Share Adjusted Annual Pretax Income goals for 2024 and 2025 will be set annually prior to the start of each year.
2021-2023 Performance Results and Corresponding Payouts
LTI payouts are aligned and directly commensurate with our financial results. Earned equity awards are also subject to changes in our stock price over a multi-year period. Our strategic, operational and financial performance over time is reflected in our results and returns to shareholders. At the end of 2023, the 2021-2023 performance-based incentive cycle was completed, as summarized below, and was earned at 118% of target, reflecting our performance against three years of Adjusted Annual Pretax Income goals and our Relative TSR three-year performance (including certain adjustments as described on pages 90-91).
The 2021-2023 Performance Shares vested on February 7, 2024, based on Company performance for the three-year performance period beginning January 1, 2021. Final LTI performance approved by the P&C Committee is shown below:
| 2021-2023 Performance Shares | ||||||||||||||||||||
| Weight | Threshold | Target | Maximum | Performance Result | Performance Results as % of Target | |||||||||||||||
| Adjusted Annual Pretax Income ($) | 66.7% | $1,485M | $2,315M | $2,892M | $2,497M(1) | 139% | ||||||||||||||
| Relative TSR (Percentile) | 33.3% | 25th | 50th | 75th | 38th | 76% | ||||||||||||||
| Final Performance | 118% | |||||||||||||||||||
(1) In determining the payouts, consistent with our pay-for-performance philosophy of providing incentive payouts for delivering operating results relative to the three-year goals, the P&C Committee excluded the impact of acquisitions made during the three-year period and a divestiture, which was anticipated but did not occur and which would have resulted in a larger payout.
48 | | | LEAR CORPORATION | |||||||||
| COMPENSATION DISCUSSION AND ANALYSIS | |||||
The resulting share amounts earned by our NEOs are shown below:
| 2021-2023 Performance Shares | ||||||||||||||||||||
Target Shares (#) | Result | Actual Shares Earned (#) | ||||||||||||||||||
Raymond E. Scott | 32,012 | 118% | 37,773 | |||||||||||||||||
| Jason M. Cardew | 8,003 | 118% | 9,442 | |||||||||||||||||
| Frank C. Orsini | 9,146 | 118% | 10,790 | |||||||||||||||||
| Carl A. Esposito | 6,688 | 118% | 7,890 | |||||||||||||||||
| Harry A. Kemp | 4,401 | 118% | 5,192 | |||||||||||||||||
Summary of Outstanding Performance Periods
Each Performance Share award reflects a three-year performance period resulting in overlapping awards. The potential payout for each Performance Share ranges from 0 to 200 percent of the target opportunity.
•Ongoing industry volatility, supply chain disruptions and other macroeconomic conditions for the performance periods prior to 2024 necessitated one-year Adjusted Annual Pretax Income performance goals for the 2022-2024 and 2023-2025 performance periods.
•For each one-year period, the Adjusted Annual Pretax Income target goal is set higher than the prior year's target goal. These annual goals are set each November, before actual results for the current year are known, and are based on the approved business plan.
•The outstanding 2022-2024 and 2023-2025 performance periods are tracking below target with respect to Relative TSR and slightly above target for Adjusted Annual Pretax Income. For the 2023-2025 performance period, Adjusted ROIC Improvement is tracking slightly above target.
•For the 2024-2026 Performance Shares, we returned to the traditional approach of setting all goals for the three-year performance period in November, prior to the start of the performance period. Such goals will be reported upon completion of the three-year performance period.
•For the 2024-2026 Performance Shares, the target goals for each financial performance measure were set higher than the prior year's target goals.
The chart below reflects the performance period for the three outstanding Performance Share awards as of the filing date of this proxy statement, including the corresponding performance measures and weightings.
2024 Proxy Statement | | | 49 | |||||||||
| COMPENSATION DISCUSSION AND ANALYSIS | |||||
2024 Incentive Plans
The following reflects highlights of the 2024 incentive plans:
•Annual Incentive Plan (AIP):
▪A strategic scorecard modifier, intended to incentivize innovation, was added and can impact final payouts by -10% to +10% (awards remain capped at 200%). Once the AIP performance factor is determined based on the results of the two financial measures, the Driving Innovation strategic scorecard modifier will be applied based on our 2024 performance against a series of innovation milestones.
▪The Adjusted Operating Income goal for the 2024 performance period was approved by the P&C Committee at the November 2023 meeting, and the target goal was set higher than the 2023 target goal and higher than the 2023 actual result of $1.115 billion.
▪The Free Cash Flow goal for the 2024 performance period was approved by the P&C Committee at the November 2023 meeting, and the target goal was set higher than the 2023 target goal and near the 2023 actual result of $638 million.
•Long-Term Incentive Plan (LTI):
▪For the 2024-2026 performance period, the goals for all performance measures were approved by the P&C Committee in November 2023, prior to the start of the three-year performance period, reverting back to traditional goal setting for the full three-year performance period.
▪The target goals for the three-year performance period for Adjusted Annual Pretax Income and Adjusted ROIC Improvement were set higher than the target goals for the two outstanding performance periods.
These changes ensure an ongoing strong tie to shareholders’ interests and investment experience in a challenging market.
50 | | | LEAR CORPORATION | |||||||||
| COMPENSATION DISCUSSION AND ANALYSIS | |||||
Other Pay Elements
Health, Welfare and Certain Other Benefits
To remain competitive in the market for a high-caliber management team, the Company has traditionally provided its executive officers, including our CEO, with health, welfare and other fringe benefits. In addition, personal use of our corporate aircraft has been eliminated except with respect to our CEO, with approval of the Chairperson of the Board or Chairperson of the P&C Committee. The Company does not provide tax gross-up payments for the imputed income associated with personal use of corporate aircraft. There was limited personal use of corporate aircraft in 2023.
Retirement Benefits
Our NEOs participate in our retirement savings plan, qualified pension plan, pension equalization plan and supplemental savings plan, as eligible. These benefits provide rewards for long-term service to the Company and an income source in an executive’s post-employment years. The various components of our retirement benefit program (including our frozen defined benefit pension plans) disclosed in this proxy statement are summarized in the table below. The general terms of these plans and formulas for calculating benefits are summarized following the Summary Compensation Table, 2023 Pension Benefits table and 2023 Nonqualified Deferred Compensation table, respectively, in “Executive Compensation” beginning on page 55.
| Summary of Retirement Benefits | ||||||||||||||
| Type | Plan/Program | Component/Feature | Purpose | Pages for Further Details | ||||||||||
| Defined Contribution | Salaried Retirement Program (Qualified) | Deferral | Standard 401(k) plan and matching contribution | |||||||||||
| Company Match | ||||||||||||||
| Pension Savings Plan | Company contribution | |||||||||||||
| Salaried Retirement Restoration Program (Non-Qualified) | Deferral | Excess programs for amounts above qualified plan limits | ||||||||||||
| Company Match | ||||||||||||||
| Pension Savings Plan | ||||||||||||||
| Defined Benefit (frozen as of 12/31/06) | Lear Corporation Pension Plan | Qualified Pension Plan (frozen) | N/A | |||||||||||
| Pension Equalization Program | Part of SERP (frozen) | |||||||||||||
| Salaried Retirement Restoration Program (Pension Makeup) | Part of SERP (frozen) | |||||||||||||
| Additional | Career Shares (described below) | Shares not distributed until earlier of age 62 or 3 years after retirement | Intended to facilitate a very long-term shareholder perspective by the NEOs and other senior executives | |||||||||||
Career Shares
Each November, the P&C Committee grants awards of Career Shares, which are RSUs that generally must be held until after retirement. The annual granting of Career Shares is an integral component of the Company’s strategy to align NEOs and other senior executives with the mindset of a very long-term shareholder. The grants are also intended to motivate and retain key talent during industry cycles and support long-term talent initiatives and succession planning. Individual awards are differentiated by position level, performance and other factors.
On November 13, 2023, the P&C Committee approved grants of Career Shares to our NEOs, in the amounts reported in the Summary Compensation Table on page 55 and the 2023 Grants of Plan-Based Awards table on page 58, and other senior leaders. Career Shares are generally required to be held until retirement, since they are not distributed until the later of age 62 or the vesting date. For purposes of illustration, our NEOs are required to hold earned Career Shares for an average of seven years from the grant date (based on the number of years until the earliest distribution opportunity), during which time the Career Shares will remain subject to forfeiture in the event of a voluntary resignation before achievement of retirement eligibility.
2024 Proxy Statement | | | 51 | |||||||||
| COMPENSATION DISCUSSION AND ANALYSIS | |||||
Governance Policies and Practices
Equity Award Policy
We do not time the grant of equity awards in coordination with the release of material non-public information. Our equity awards are generally approved on the dates of our regularly scheduled P&C Committee meetings and are effective as of such dates or specified prospective dates.
The P&C Committee has approved and formalized our equity award policy. It provides that the effective grant date of equity awards must be either the date of P&C Committee or other committee approval or some future date specifically identified in such approval. If such awards are granted, the exercise price of stock options and grant price of stock appreciation rights shall be the closing market price of our common stock on the grant date. The P&C Committee must approve all awards to our executive officers. The policy also allows the P&C Committee to delegate to the CEO the ability to grant equity awards to non-executive officer employees who are newly hired or promoted or deemed to be deserving of special retention or recognition awards. The aggregate award pool for these awards to non-executive officers must be approved by the P&C Committee.
Employment Agreements/Termination/Change in Control Benefits
As described in detail and quantified in “Executive Compensation — Potential Payments Upon Termination or Change in Control” on page 65, our NEOs receive certain benefits under their employment agreements upon their termination by the Company without “cause” or upon their resignation for “good reason,” including such terminations following a change in control of the Company. The employment agreements also provide for restrictive covenants relating to non-competition, confidential information and non-solicitation of the Company’s employees and customers. These benefits are 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. The P&C Committee regularly reviews termination and change in control benefits and continues to believe that the severance benefits in connection with certain terminations of employment constitute reasonable levels of protection for our executives. The LTI provides all participants, including NEOs, double-trigger vesting (i.e., qualifying termination of employment following a change in control) of equity awards (that are not assumed or replaced by the successor company), which protects employees and supports an orderly transition of leadership.
None of the employment agreements with the Company’s executive officers contains an excise tax gross-up provision.
Compensation and Risk
Annually, the P&C Committee reviews the potential impact of our compensation programs on organizational risk. The risk assessment was conducted by senior leaders of the Company, including representatives from finance, legal and human resources, and included a review of the employee compensation structures and pay administration practices. The P&C Committee, external legal advisors and independent compensation consultant reviewed and discussed the findings of the assessment and concluded that our employee compensation programs are designed with the appropriate balance of risk and reward in relation to our overall business strategy and do not incent executives or other employees to take unnecessary or excessive risks.
As a result, we believe that risks arising from our employee compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. In reaching these conclusions, we considered the attributes of all of our programs, including:
•Appropriate compensation mix between fixed (base salary) and variable (annual and long-term incentive) pay opportunities;
•Review of market data and competitive practices for elements of executive compensation;
•Performance measures tied to key Company short-term and long-term performance measures and correlated to total shareholder returns;
•Alignment of annual and long-term award objectives to ensure that both types of awards encourage consistent behaviors and sustainable performance results;
•Balanced mix of performance measures for incentive awards (Adjusted Operating Income, Free Cash Flow, Adjusted Annual Pretax Income, Adjusted ROIC Improvement, Relative TSR) that encourage value creation, retention and stock price appreciation;
•Long history of pay outcomes aligning to our performance with incentive opportunities and payouts varying commensurate with our financial and TSR performance results;
•Stock Ownership Guidelines; and
•Robust clawback policies for accounting restatements or improper conduct.
52 | | | LEAR CORPORATION | |||||||||
| COMPENSATION DISCUSSION AND ANALYSIS | |||||
We also reviewed our compensation programs for certain design features that may have the potential to encourage excessive risk-taking, including: over-weighting towards annual incentives, highly leveraged payout curves, unreasonable performance thresholds and steep payout cliffs at certain performance levels that may encourage short-term business decisions to meet payout thresholds. We concluded that our compensation programs do not include such elements.
Stock Ownership Guidelines
The management stock ownership guidelines create a strong link between our long-term success and the ultimate pay of our executive officers, as shown in the table below.
•Covers all executive officers and establishes a multiple of each executive officer's base salary.
•Includes only actual share holdings and a portion of unvested RSUs (60%).
•Excludes unvested performance share awards.
•Excludes vested but unexercised stock options.
•Requires each executive to hold 50% of the net shares acquired upon the vesting of equity awards until the ownership requirement is achieved.
•Share ownership targets for executives reaching age 60 are reduced by 10% annually up to a maximum reduction of 50%.
Our stock ownership guidelines are reviewed periodically to ensure ongoing alignment with market practice and for reasonableness. As of our latest measurement date (December 31, 2023), all NEOs have met their respective ownership requirement, other than Mr. Cardew, who became subject to the guidelines in 2019, and Mr. Kemp, who became subject to the guidelines in 2023; each continues to build their ownership as they retain at least 50% of the net shares acquired upon the vesting of equity awards.
Executive Officer and Director Hedging Policy
The Company maintains a formal policy, set forth below, prohibiting officers and directors from (i) entering into hedging or monetization transactions involving our Company stock and (ii) holding our Company stock in a margin account or pledging our Company stock as collateral for a loan.
Hedging Transactions. Certain forms of hedging or monetization transactions, such as prepaid variable forward contracts, equity swaps, collars and exchange funds, allow an officer or director to lock in much of the value of their stock holdings, often in exchange for all or part of the potential upside appreciation of the stock. These transactions allow the officer or director to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the officer or director may no longer have the same objectives as our other shareholders. For this reason, our NEOs, other executive officers and directors are prohibited from entering into hedging or monetization transactions involving our stock.
Margin Accounts and Pledges. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or is otherwise not permitted to trade in our securities, our NEOs, other executive officers and directors are prohibited from holding our securities in a margin account or pledging our securities as collateral for a loan.
2024 Proxy Statement | | | 53 | |||||||||
| COMPENSATION DISCUSSION AND ANALYSIS | |||||
Clawback Policies
Effective October 2, 2023, the Board adopted a new Incentive Based Compensation Recoupment Policy (the “Recoupment Policy”), in accordance with Rule 10D-1 of the Exchange Act as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, which applies to the Company's current and former executive officers. The Recoupment Policy is overseen and administered by the P&C Committee. Under the Recoupment Policy, the Company is required to recoup the amount of any erroneously received compensation (as defined in the Recoupment Policy) on a pre-tax basis in the event of any accounting restatement of the Company, subject to limited impracticability exceptions set forth in the Recoupment Policy. The full text of the Recoupment Policy is included as Exhibit 99.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
Also effective October 2, 2023, the Board adopted a new Improper Conduct Compensation Recoupment Policy (the “Improper Conduct Recoupment Policy”), which applies to all current or former participants in the 2019 Long-Term Stock Incentive Plan, as amended. The Improper Conduct Recoupment Policy provides for the recovery of incentive compensation paid within the three-year period preceding any improper conduct including, but not limited to, conduct that causes or is likely to cause material financial, operational or reputational harm to the Company and that relates to: acts of fraud, bribery or embezzlement; certain criminal acts (such as a violation of the Foreign Corrupt Practices Act); breaches of obligations under the Company’s Code of Business Conduct & Ethics; breaches of a restrictive covenant under any agreement with the Company; violations of certain Company internal policies (e.g., the Harassment-Free Workplace Policy, the Romantic Relations Policy, the Equal Employment Opportunities Policy); or the creation of a hostile work environment. The policy is overseen by the P&C Committee.
Tax Treatment of Executive Compensation
One of the factors the P&C Committee considers when determining executive compensation is the anticipated tax treatment to the Company and to the executives of the various payments and benefits. Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally provides that a publicly held company may not deduct compensation paid to certain covered executive officers to the extent that such compensation exceeds $1,000,000 per executive officer in any year. While the P&C Committee generally considers this limit when determining compensation, the P&C Committee has concluded, and reserves the discretion to conclude in the future, that it is appropriate to exceed the limitation on deductibility under Section 162(m) to ensure that executive officers are compensated in a manner that it believes to be consistent with the Company’s best interests and those of its shareholders. Furthermore, interpretations of and changes in the tax laws, and other factors beyond the P&C Committee’s control, may also affect the deductibility of compensation.
Impact of Accounting Treatment
We have generally considered the accounting treatment of various forms of awards in determining the components of our overall compensation program. We have generally sought to grant stock-settled equity awards to executives, which receive fixed accounting treatment, as opposed to cash-settled equity awards, which receive variable accounting treatment. We intend to continue to evaluate these factors in the future.
54 | | | LEAR CORPORATION | |||||||||
EXECUTIVE COMPENSATION | |||||
EXECUTIVE COMPENSATION TABLES
The following table shows information concerning the annual compensation for services to the Company and its subsidiaries in all capacities of the CEO, CFO and the other NEOs during the last three completed fiscal years. The footnotes accompanying the Summary Compensation Table generally explain amounts reported for 2023, unless otherwise noted.
| Summary Compensation Table | ||||||||||||||||||||||||||
Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards(2) ($) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation(3) ($) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) (h) | All Other Compensation(5) ($) (i) | Total Compensation ($) (j) | ||||||||||||||||||
Raymond E. Scott(1) President and CEO | ||||||||||||||||||||||||||
| 2023 | 1,300,000 | — | 13,349,215 | — | 3,536,000 | 41,649 | 664,508 | |||||||||||||||||||
| 2022 | 1,272,500 | — | 11,118,747 | — | 2,418,000 | — | 567,097 | 15,376,344 | ||||||||||||||||||
| 2021 | 1,246,667 | — | 8,057,060 | 1,680,012 | 1,905,000 | — | 417,636 | 13,306,375 | ||||||||||||||||||
Jason M. Cardew(1) Senior Vice President and Chief Financial Officer | ||||||||||||||||||||||||||
| 2023 | 850,000 | — | 3,914,999 | — | 1,445,000 | 35,123 | 310,215 | 6,555,337 | ||||||||||||||||||
| 2022 | 826,167 | — | 2,990,707 | — | 1,054,000 | — | 268,735 | 5,139,609 | ||||||||||||||||||
| 2021 | 782,667 | — | 2,076,637 | 420,003 | 824,000 | — | 168,989 | 4,272,296 | ||||||||||||||||||
Frank C. Orsini(1) Executive Vice President and President, Seating | ||||||||||||||||||||||||||
| 2023 | 850,000 | — | 3,914,999 | — | 1,445,000 | 32,755 | 282,456 | 6,525,210 | ||||||||||||||||||
| 2022 | 826,167 | — | 2,990,707 | — | 1,054,000 | — | 244,717 | 5,115,591 | ||||||||||||||||||
| 2021 | 816,000 | — | 2,337,543 | 480,029 | 824,000 | — | 188,767 | 4,646,339 | ||||||||||||||||||
Carl A. Esposito(1) Senior Vice President and President, E-Systems | ||||||||||||||||||||||||||
| 2023 | 725,000 | — | 2,408,258 | — | 986,000 | — | 173,442 | 4,292,700 | ||||||||||||||||||
| 2022 | 702,083 | — | 2,307,087 | — | 719,200 | — | 150,111 | 3,878,481 | ||||||||||||||||||
| 2021 | 683,333 | — | 1,776,488 | 351,004 | 560,000 | — | 116,388 | 3,487,213 | ||||||||||||||||||
Harry A. Kemp(1) Senior Vice President, Chief Administrative Officer & General Counsel | ||||||||||||||||||||||||||
| 2023 | 700,000 | — | 2,147,667 | — | 1,071,000 | — | 181,464 | 4,100,131 | ||||||||||||||||||
(1)For each NEO, information is included for the year(s) they were an NEO.
(2)The amounts reported in this column for 2023 reflect the aggregate value of Career Shares, RSUs and Performance Shares under the LTI awarded in the year. The 2023 values by award type are shown below. The grant date fair value of the Career Shares and RSUs has been determined in accordance with ASC 718, "Compensation - Stock Compensation." The award date value of Performance Shares is based on the probable outcome of the performance conditions and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the award date, excluding the effect of estimated forfeitures. For purposes of the Summary Compensation Table, we have assumed that the probable outcome of the performance conditions would result in the award vesting at target and the best estimate available for the aggregate compensation cost to be recognized over the service period as of the award date would reflect the value of each performance share at the Company's stock price on the award date. There can be no assurance that these values will ever be realized. See Note 13, "Stock-Based Compensation," to the Company's consolidated financial statements included in our 2023 Annual Report on Form 10-K for more information related to determining these values.
| Name | Career Share RSU Grant Date Value ($) | RSU Grant Date Value ($) | 2023 Performance Shares Award Date Value ($) | Total Grant Date Value ($) | 2023 Performance Shares at Maximum Value ($) | ||||||||||||
Raymond E. Scott | 849,925 | 2,857,375 | 9,641,915 | 13,349,215 | 19,283,830 | ||||||||||||
| Jason M. Cardew | 299,951 | 1,019,925 | 2,595,123 | 3,914,999 | 5,190,246 | ||||||||||||
| Frank C. Orsini | 299,951 | 1,019,925 | 2,595,123 | 3,914,999 | 5,190,246 | ||||||||||||
| Carl A. Esposito | 249,895 | 608,959 | 1,549,404 | 2,408,258 | 3,098,808 | ||||||||||||
| Harry A. Kemp | 249,895 | 535,451 | 1,362,321 | 2,147,667 | 2,724,642 | ||||||||||||
2024 Proxy Statement | | | 55 | |||||||||
| EXECUTIVE COMPENSATION | |||||
(3) The amounts reported in this column for 2023 represent the amounts earned under the AIP, based on achievement of the 2023 AIP targets, as described in "Compensation Discussion and Analysis - Annual Incentive Plan (AIP)" above.
(4) Represents the aggregate annualized change in the actuarial present value of each applicable NEO's accumulated benefit under all defined benefit pension plans (including supplemental plans), all of which have been frozen since December 31, 2006.
(5) The amounts reported in this column for 2023 for each NEO include:
•Matching contributions allocated by the Company to each NEO pursuant to the Retirement Savings Plan, Company contributions under the Pension Savings Plan (described below) and contributions to the Lear Corporation Salaried Retirement Restoration Program as follows:
| Name | Retirement Savings Plan Qualified Matching Contribution ($) | Pension Savings Plan Qualified Contribution ($) | Retirement Savings Plan Nonqualified Matching Contribution ($) | Salaried Retirement Restoration Program Nonqualified Contribution ($) | ||||||||||
Raymond E. Scott | 14,850 | 28,650 | 152,460 | 411,102 | ||||||||||
| Jason M. Cardew | 14,850 | 28,650 | 70,830 | 193,422 | ||||||||||
| Frank C. Orsini | 14,850 | 28,650 | 70,830 | 165,663 | ||||||||||
Carl A. Esposito | 14,850 | 20,745 | 50,139 | 83,565 | ||||||||||
| Harry A. Kemp | 14,850 | 24,894 | 39,243 | 100,686 | ||||||||||
•Imputed income with respect to life insurance coverage in the following amounts: Mr. Scott $3,612, Mr. Cardew $1,932, Mr. Orsini $1,932, Mr. Esposito $3,612 and Mr. Kemp $1,260.
•Life insurance premiums paid by the Company on behalf of each NEO in the amount of $531.
•The aggregate incremental cost relating to Mr. Scott's personal use of the Company's aircraft of $49,080. The value of the personal use of the corporate aircraft is calculated based on the incremental variable cost to the Company, including fuel, aircraft maintenance expenses, flight crew travel expenses, landing fees, ground transportation fees, catering, and other miscellaneous variable expenses related to the air travel. Fixed costs, which do not change based on usage, such as lease expense, insurance, and aviation management service fees, are excluded as the Company's aircraft is used predominantly for business purposes.
•Limited security services and costs related to an executive physical for Mr. Scott of less than $10,000.
56 | | | LEAR CORPORATION | |||||||||
EXECUTIVE COMPENSATION | |||||
Employment Agreements
We have entered into employment agreements with each of our NEOs. Each employment agreement specifies the annual base salary for the executive, which may be increased at the discretion of the P&C Committee. In addition, the employment agreements specify that the executives are eligible for an annual incentive compensation bonus and participation in the Company’s long-term incentive plan. Under the terms of the employment agreements, each NEO is also eligible to participate in the welfare, retirement and other benefit plans, practices, policies and programs, as may be in effect from time to time, for senior executives of the Company generally. Under the employment agreements, if the Company reduces an executive’s base salary, adversely changes the manner of computing an executive’s incentive compensation opportunity, defers payment of his or her compensation or eliminates or substantially modifies his or her benefits, the executive would have a basis to invoke his or her rights under the agreement for termination for good reason. For a description of the severance provisions of the employment agreements, see “Compensation Discussion and Analysis — Potential Payments upon Termination or Change in Control” beginning on page 65.
Lear Corporation Salaried Retirement Program
The Lear Corporation Salaried Retirement Program (“Retirement Program”) is comprised of two components: (i) the Retirement Savings Plan (deferral and match) and (ii) the Pension Savings Plan. We established the Retirement Program pursuant to Section 401(a) of the Internal Revenue Code for eligible employees. Under the Retirement Savings Plan, each eligible employee may elect to contribute, on a pretax and/or Roth basis, a portion of his or her eligible compensation in each year. The Company provides a matching contribution of 100% of an employee’s contribution up to the first 3% of the employee’s eligible compensation, plus 50% of an employee’s contribution up to the next 3% of the employee’s eligible compensation, regardless of service. In addition, the Retirement Savings Plan allows for discretionary Company matching contributions.
Under the Pension Savings Plan, we make contributions to each eligible employee’s Pension Savings Plan account based on the employee’s “points,” which are the sum total of the employee’s age and years of service as of January 1 of the plan year. Based on an employee’s points, we contribute: (i) from 3% to 8% of eligible compensation up to the Social Security Taxable Wage Base and (ii) from 4.5% to 12% of eligible compensation over the Social Security Taxable Wage Base. All Pension Savings Plan contributions are generally allocated semi-annually.
Company matching contributions and Pension Savings Plan contributions generally become vested at a rate of 20% for each full year of service.
2024 Proxy Statement | | | 57 | |||||||||
| EXECUTIVE COMPENSATION | |||||
2023 Grants of Plan-Based Awards | |||||||||||||||||||||||||||||||||||
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | Grant Date Value of Stock Awards(2) ($) (l) | ||||||||||||||||||||||||||||||||
Name (a) | Type of Award | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | |||||||||||||||||||||||||||
Raymond E. Scott | Annual Incentive Award | — | $1,040,000 | $2,080,000 | $4,160,000 | ||||||||||||||||||||||||||||||
Performance Share Award(3) | 1/3/2023 | 35,125 | 70,251 | 140,502 | $9,641,916 | ||||||||||||||||||||||||||||||
RSU Award(4) | 1/3/2023 | 22,701 | $2,857,375 | ||||||||||||||||||||||||||||||||
RSU Award (Career Shares)(5) | 11/13/2023 | 6,639 | $849,925 | ||||||||||||||||||||||||||||||||
| Jason M. Cardew | Annual Incentive Award | — | $ | 425,000 | $ | 850,000 | $ | 1,700,000 | |||||||||||||||||||||||||||
Performance Share Award(3) | 1/3/2023 | 9,454 | 18,908 | 37,816 | $2,595,123 | ||||||||||||||||||||||||||||||
RSU Award(4) | 1/3/2023 | 8,103 | $1,019,925 | ||||||||||||||||||||||||||||||||
RSU Award (Career Shares)(5) | 11/13/2023 | 2,343 | $299,951 | ||||||||||||||||||||||||||||||||
| Frank C. Orsini | Annual Incentive Award | — | $ | 425,000 | $ | 850,000 | $ | 1,700,000 | |||||||||||||||||||||||||||
Performance Share Award(3) | 1/3/2023 | 9,454 | 18,908 | 37,816 | $2,595,123 | ||||||||||||||||||||||||||||||
RSU Award(4) | 1/3/2023 | 8,103 | $1,019,925 | ||||||||||||||||||||||||||||||||
RSU Award (Career Shares)(5) | 11/13/2023 | 2,343 | $299,951 | ||||||||||||||||||||||||||||||||
| Carl A. Esposito | Annual Incentive Award | — | $ | 290,000 | $ | 580,000 | $ | 1,160,000 | |||||||||||||||||||||||||||
Performance Share Award(3) | 1/3/2023 | 5,644 | 11,289 | 22,578 | $1,549,404 | ||||||||||||||||||||||||||||||
RSU Award(4) | 1/3/2023 | 4,838 | $608,959 | ||||||||||||||||||||||||||||||||
RSU Award (Career Shares)(5) | 11/13/2023 | 1,952 | $249,895 | ||||||||||||||||||||||||||||||||
| Harry A. Kemp | Annual Incentive Award | — | $ | 315,000 | $ | 630,000 | $ | 1,260,000 | |||||||||||||||||||||||||||
Performance Share Award(3) | 1/3/2023 | 4,963 | 9,926 | 19,852 | $1,362,321 | ||||||||||||||||||||||||||||||
RSU Award(4) | 1/3/2023 | 4,254 | $535,451 | ||||||||||||||||||||||||||||||||
RSU Award (Career Shares)(5) | 11/13/2023 | 1,952 | $249,895 | ||||||||||||||||||||||||||||||||
(1)For the annual incentive award, the threshold, target and maximum amounts represent 50%, 100% and 200%, respectively, of the total bonus opportunity for each NEO. If actual performance falls between threshold and target or between target and maximum, the award would be calculated using linear interpolation. For the annual incentive award, the target bonus opportunity for the NEOs was also based on a percentage of base salary, which is 160% for Mr. Scott, 100% for Messrs. Cardew and Orsini, 80% for Mr. Esposito and 90% for Mr. Kemp. The target amount is generally the NEO’s base salary multiplied by his respective target opportunity.
(2)The amounts reported in this column for 2023 reflect the aggregate value of Performance Shares, RSUs and Career Shares under the LTI awarded in the year. There can be no assurance that these values will ever be realized. See Note 13, “Stock-Based Compensation,” to the Company’s consolidated financial statements included in our 2023 Annual Report on Form 10-K for more information related to determining these values.
(3)See “Performance Shares” below for an explanation regarding the vesting and distribution of the Performance Shares.
(4)The RSUs generally vest and are paid in shares of Lear common stock on the third anniversary of the grant date.
(5)See “Career Shares” below for an explanation regarding the vesting and distribution of the Career Shares.
Annual Incentives
A summary description of the Company’s AIP is included in “Compensation Discussion and Analysis — Annual Incentive Plan (AIP)” beginning on page 44.
Long-Term Incentives
The Performance Shares and RSUs were all granted pursuant to the LTI, a summary description of which is included in “Compensation Discussion and Analysis — Long-Term Incentive (LTI) Compensation” beginning on page 46.
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Performance Shares
Payment of each Performance Share award is contingent on the Company attaining certain levels of Adjusted Annual Pretax Income, Adjusted ROIC Improvement and Relative TSR in the 2023-2025 performance period. Fifty percent (50%) of each Performance Share award can be earned based on Adjusted Annual Pretax Income performance, twenty-five percent (25%) of each Performance Share award can be earned based on Adjusted ROIC Improvement, and twenty-five percent (25%) of each Performance Share award can be earned based on Relative TSR performance. Adjusted Annual Pretax Income goals and performance will be set and measured annually, with final award payouts being determined based on the average of the three annual results. Adjusted ROIC Improvement goals were set for the full three-year performance period and performance will be measured annually, with final award payouts being determined based on the average of the three annual results. If threshold, target or maximum performance goals are attained in a performance period, 50%, 100% or 200% of the target amount, respectively, may be earned. If actual performance falls between threshold and maximum, the award would be calculated using linear interpolation. For a description of the effect of a termination of employment or a change in control on the vesting of Performance Shares, please see “Executive Compensation — Potential Payments Upon Termination or Change in Control” beginning on page 65.
Dividend equivalents are credited with respect to Performance Shares at the same time as dividends are paid on the Company’s common stock; however, the dollar amount of these dividend equivalents is not paid unless and until the performance goals are met with respect to the underlying Performance Shares.
Restricted Stock Units
In general, the RSUs vest and settle in shares of common stock on the third anniversary of the grant date, generally subject to the executive’s continued employment. For a description of the effect of a termination of employment or a change in control on the vesting of RSUs, please see “Executive Compensation — Potential Payments Upon Termination or Change in Control.”
Dividend equivalents are accrued with respect to RSUs at the same time as dividends are paid on the Company’s common stock. However, the dollar amount of these dividend equivalents is not paid unless and until the underlying RSUs vest and are paid.
Stock Options
In 2020 and 2021, Lear awarded stock options to its executives as part of its long-term incentive plan. These stock options vest over three years on each anniversary of the grant date, with all options vested as of January 4, 2024. For a description of the effect of a termination of employment or a change in control on the vesting of stock options, please see “Executive Compensation — Potential Payments Upon Termination or Change in Control.”
Retirement Benefits
Career Shares
In general, the underlying shares of common stock for the vested Career Shares are not distributed until the later of (i) age 62 or (ii) the vesting date. If the executive terminates due to a Career Share “qualifying retirement” (i.e., voluntary termination at or after age 62 or the date that the executive attains a combined number of age and years of servi