LEAR CORP (LEA)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
LEAR CORP · Meeting: May 14, 2026
Directors FOR
2
Directors AGAINST
9
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Director Nominees Named in this Proxy Statement
Against Analysis
Foster has served since 2009, giving him full tenure overlap with the 3-year underperformance period. Lear's 3-year stock return was -6.3% while the sector benchmark XLY returned +49.6%, a gap of -55.9 percentage points that exceeds the 30-point threshold required to trigger an against vote for a company with negative absolute returns. The 5-year return of -26.7% confirms this is sustained underperformance rather than a temporary trough, so the 5-year mitigant does not apply and the against vote stands.
Halverson joined in June 2020, giving him meaningful tenure overlap with the full 3-year underperformance window. The -55.9 percentage-point gap between Lear's -6.3% 3-year return and XLY's +49.6% return exceeds the 30-point trigger threshold, and the 5-year return of -26.7% shows the underperformance is not a recent anomaly, so the against vote stands.
Jepsen has served since 2016 and has full tenure overlap with the underperformance period; the -55.9 percentage-point 3-year gap triggers the against vote, and the negative 5-year return confirms sustained underperformance that prevents the mitigant from applying.
Krone joined in November 2020 and has sufficient tenure overlap with the 3-year underperformance period; the sector benchmark gap of -55.9 percentage points triggers the against vote and the negative 5-year return means the longer-term mitigant does not apply.
Lewis joined in November 2020 and has sufficient tenure overlap with the full 3-year underperformance window; the -55.9 percentage-point gap triggers the against vote and the negative 5-year return prevents the mitigant from applying.
Ligocki has served since 2012 and has full tenure overlap with the underperformance period; the -55.9 percentage-point 3-year gap triggers the against vote and the negative 5-year return confirms the underperformance is sustained.
Mallett has served since 2002 and has full tenure overlap with the underperformance period; the -55.9 percentage-point 3-year gap triggers the against vote and the negative 5-year return means the mitigant does not apply.
Scott has served as a director since 2018 and as CEO, so he has full tenure overlap with the underperformance period and bears primary responsibility for the company's performance trajectory. The -55.9 percentage-point gap between Lear's -6.3% 3-year return and XLY's +49.6% return triggers the against vote, and the 5-year return of -26.7% shows sustained underperformance; this director vote is independent of the Say on Pay evaluation.
Smith has served since 2009 and as Non-Executive Chairman since 2020, giving him full tenure overlap and leadership responsibility over the underperformance period; the -55.9 percentage-point gap triggers the against vote and the negative 5-year return prevents the mitigant from applying.
For Analysis
Blissett joined the board in February 2025, less than 24 months ago, so he is exempt from the TSR underperformance trigger under policy, and he brings relevant automotive industry expertise with no overboarding or other disqualifying flags.
Lache joined the board in August 2024, less than 24 months ago, so he is exempt from the TSR underperformance trigger under policy, and he brings relevant financial and automotive analyst expertise with no other disqualifying flags.
Nine of eleven director nominees are voted AGAINST due to Lear's severe stock underperformance: the company's 3-year return of -6.3% trails the sector benchmark XLY by 55.9 percentage points, far exceeding the 30-point trigger threshold for companies with negative absolute returns, and the 5-year return of -26.7% confirms this is sustained rather than temporary underperformance. The two newer directors — Blissett (joined February 2025) and Lache (joined August 2024) — are exempt from the trigger because they joined within the past 24 months.
Say on Pay
✓ FORCEO
Raymond E. Scott
Total Comp
$18,889,998
Prior Support
98.2%%
CEO total compensation of approximately $18.9 million is within a reasonable range for a CEO of a $6.3 billion market-cap global industrial company, and the pay structure is heavily weighted toward variable, performance-linked pay — 92% of the CEO's total target compensation is at risk, with 74% in long-term equity. The company's incentive plan uses meaningful, multi-year performance measures including adjusted pretax income, return on invested capital improvement, and relative total shareholder return against a named peer group, and payouts for 2025 (annual incentive at 124% of target, long-term performance shares for 2023-2025 at 122% of target) were driven by pre-set financial goals rather than discretionary adjustments. Prior-year shareholder support was 98.2%, reflecting strong ongoing endorsement of the program's structure.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$14,178,000
Non-Audit Fees
$3,052,000
Non-audit fees (tax fees of $3,003,000 plus other fees of $49,000, totaling $3,052,000) represent approximately 21% of audit fees ($14,178,000), well below the 50% threshold that would raise independence concerns; Ernst & Young is a Big 4 firm fully appropriate for a company of Lear's size; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire; and no material financial restatements were identified.
Overall Assessment
Lear's 2026 annual meeting ballot is dominated by a significant stock performance concern: the company's shares have lost 6.3% over three years while the consumer discretionary sector benchmark XLY gained 49.6%, a gap of nearly 56 percentage points that triggers against votes for nine of eleven director nominees under the policy's TSR underperformance rules, with only the two newest directors (Blissett and Lache) exempted due to their recent appointments. The auditor ratification and Say on Pay proposals both clear their respective policy thresholds and receive FOR votes, reflecting a well-structured compensation program with strong shareholder support and a clean auditor fee profile.