DEF 14A of Lear Corp, Apr 3, 2024

DEF 14A of Lear Corp

Filed Apr 3, 2024 · FY20230000842162-24-000021

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. 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 |

  3. Director Nominees

    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

  4. ELECTION OF DIRECTORS (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.

  5. ELECTION OF DIRECTORS (PROPOSAL NO. 1)

    | 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 |

  6. ELECTION OF DIRECTORS (PROPOSAL NO. 1)

    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.

  7. ELECTION OF DIRECTORS (PROPOSAL NO. 1)

    | 10 | | | LEAR CORPORATION |

  8. DIRECTORS AND CORPORATE GOVERNANCE

    DIRECTORS AND CORPORATE GOVERNANCE

  9. Director Biographical Information and Qualifications

    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).”

  10. Director Biographical Information and Qualifications

    | 2024 Proxy Statement | | | 11 |

  11. Director Biographical Information and Qualifications

    | 12 | | | LEAR CORPORATION |

  12. Director Biographical Information and Qualifications

    | 2024 Proxy Statement | | | 13 |

  13. Director Biographical Information and Qualifications

    | 14 | | | LEAR CORPORATION |

  14. Director Biographical Information and Qualifications

    | 2024 Proxy Statement | | | 15 |

  15. Criteria for Selection of Directors

    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.

  16. Criteria for Selection of Directors

    | 16 | | | LEAR CORPORATION |

  17. Criteria for Selection of Directors

    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.

  18. Director Compensation

    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.

  19. Director Compensation

    | 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 |

  20. Director Compensation

    (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).

  21. Summary of 2023 Director Compensation

    Summary of 2023 Director Compensation

  22. 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% |

  23. Compensation Governance

    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.

  24. Compensation Governance

    | 2024 Proxy Statement | | | 35 |

  25. Compensation Governance

    | 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 | | |

  26. Authority of P&C Committee Under Incentive Plans

    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.

  27. Benchmarking Methodology and Peer Group Selection

    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.

  28. Benchmarking Methodology and Peer Group Selection

    | 2024 Proxy Statement | | | 37 |

  29. Benchmarking Methodology and Peer Group Selection

    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.

  30. Benchmarking Methodology and Peer Group Selection

    | 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) |

  31. Benchmarking Methodology and Peer Group Selection

    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.

  32. Compensation Alignment with Shareholders

    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:

  33. Compensation Alignment with Shareholders

    | 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% |

  34. Executive Compensation Objectives and Core Elements

    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).

  35. Executive Compensation Objectives and Core Elements

    | 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 | | | |

  36. Pay for Performance

    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.

  37. Pay for Performance

    | 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. |

  38. Target Pay Mix for CEO and Other NEOs

    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:

  39. Annual Incentive Plan (AIP)

    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.

  40. 2023 Award Opportunity

    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.

  41. 2023 Award 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 |

  42. 2023 Performance Measures

    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.

  43. 2023 Performance Goals

    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. 2023 Performance Goals

    | 44 | | | LEAR CORPORATION |

  45. 2023 Performance Goals

    The 2023 AIP performance goals and payout calculation are shown below: For the 2023 performance period, the target goals were set as follows:

  46. 2023 Performance Results and Corresponding Payouts

    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.

  47. 2023 Performance Results and Corresponding Payouts

    | 2024 Proxy Statement | | | 45 |

  48. 2023 Performance Results and Corresponding Payouts

    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.

  49. 2023 Performance Results and Corresponding Payouts

    | 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% |

  50. 2023 Performance Results and Corresponding Payouts

    The AIP award for each NEO is shown below:

  51. 2023 Performance Results and Corresponding Payouts

    | 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 |

  52. 2023 Performance Results and Corresponding Payouts

    (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%). For information regarding the Company’s 2024 AIP, see page 50.

  53. Long-Term Incentive (LTI) Compensation

    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.

  54. 2023 Award Opportunity

    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.

  55. 2023 Award Opportunity

    | 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 |

  56. 2023-2025 Performance Measures and Goals

    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.

  57. 2023-2025 Performance Measures and Goals

    | 2024 Proxy Statement | | | 47 |

  58. 2023-2025 Performance Measures and Goals

    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:

  59. 2023-2025 Performance Measures and Goals

    | 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 |

  60. 2023-2025 Performance Measures and Goals

    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. For information regarding the Company’s 2024-2026 LTI, see page 50.

  61. 2021-2023 Performance Results and Corresponding Payouts

    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:

  62. 2021-2023 Performance Results and Corresponding Payouts

    | 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% |

  63. 2021-2023 Performance Results and Corresponding Payouts

    (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.

  64. 2021-2023 Performance Results and Corresponding Payouts

    | 48 | | | LEAR CORPORATION |

  65. 2021-2023 Performance Results and Corresponding Payouts

    The resulting share amounts earned by our NEOs are shown below:

  66. 2021-2023 Performance Results and Corresponding Payouts

    | 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 |

  67. 2024 Incentive Plans

    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.

  68. 2024 Incentive Plans

    | 50 | | | LEAR CORPORATION |

  69. Career Shares

    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.

  70. Equity Award Policy

    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.

  71. Employment Agreements/Termination/Change in Control Benefits

    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.

  72. Compensation and Risk

    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.

  73. Compensation and Risk

    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.

  74. Impact of Accounting Treatment

    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.

  75. EXECUTIVE COMPENSATION TABLES

    | 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 | 18,891,372 | | 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 |

  76. Lear Corporation Salaried Retirement Program

    | 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 |

  77. Career Shares

    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 service of 65, with a minimum age of 55 and minimum service of five years), the underlying shares of common stock for the vested Career Shares are not distributed until the earlier of (i) age 62 (or such later vesting date) or (ii) three years after the executive’s qualifying retirement. If the executive has attained a combined number of age and years of service of at least 65, with a minimum age of 55 and minimum service of five years, or the executive is terminated without “cause” or resigns for “good reason,” in each case after the first anniversary of the grant date, the underlying shares of common stock for the vested Career Shares are not distributed until the later of (i) age 62 (or such later vesting date) or (ii) three years after the executive’s termination of employment.

  78. Career Shares

    | 2024 Proxy Statement | | | 59 |

  79. Career Shares

    | Outstanding Equity Awards at December 31, 2023 | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name (a) | Number of Shares Underlying Unexercised Options Exercisable (#) (b) | Number of Shares Underlying Unexercised Options Unexercisable (#) (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested(3) (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested(4) ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(5) (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) ($) (j) | | Raymond E. Scott | 31,702 | 15,850 | 157.44 | 1/4/2031(1) | 64,091 | 9,368,705 | 209,662 | 30,509,251 | | | 55,409 | — | 140.09 | 1/2/2030(2) | | | | | | Jason M. Cardew | 7,926 | 3,962 | 157.44 | 1/4/2031(1) | 20,386 | 2,973,144 | 55,764 | 8,113,053 | | | 12,468 | — | 140.09 | 1/2/2030(2) | | | | | | Frank C. Orsini | 9,058 | 4,529 | 157.44 | 1/4/2031(1) | 20,767 | 3,030,227 | 55,764 | 8,113,053 | | | 15,832 | — | 140.09 | 1/2/2030(2) | | | | | | Carl A. Esposito | 6,624 | 3,311 | 157.44 | 1/4/2031(1) | 15,045 | 2,197,136 | 36,300 | 5,288,199 | | | 11,577 | — | 140.09 | 1/2/2030(2) | | | | | | Harry A. Kemp | — | — | — | — | 11,143 | 1,620,516 | 30,288 | 4,408,916 |

  80. Career Shares

    | 2023 Options Exercised and Stock Vested |

  81. Career Shares

    | 2023 Pension Benefits | | | | | | | Name (a) | Plan Name (b) | Number of Years Credited Service (#) (c) | Number of Years of Vesting Service(1) (#) | Present Value of Accumulated Benefit(2) ($) (d) | Payments During Last Fiscal Year ($) (e) | | Raymond E. Scott | Pension Plan (tax-qualified plan) | 18.4 | 35.4 | 493,210 | — | | | Pension Equalization Program | 18.4 | 35.4 | 535,090 | — | | | Salaried Retirement Restoration Program | 18.4 | 35.4 | 346,970 | — | | Jason M. Cardew | Pension Plan (tax-qualified plan) | 14.5 | 31.5 | 278,298 | — | | | Pension Equalization Program | 14.5 | 31.5 | 5,322 | — | | | Salaried Retirement Restoration Program | 14.5 | 31.5 | 17,886 | — | | Frank C. Orsini | Pension Plan (tax-qualified plan) | 12.7 | 29.7 | 239,137 | — | | | Pension Equalization Program | 12.7 | 29.7 | 74,720 | — | | | Salaried Retirement Restoration Program | 12.7 | 29.7 | 95,579 | — | | Carl A. Esposito(3) | — | — | — | — | — | | Harry A. Kemp(3) | — | — | — | — | — |

  82. Defined Contribution Element

    | 2023 Nonqualified Deferred Compensation | | | | | | | | Name (a) | Plan Name | Executive Contributions in Last FY ($) (b) | Company Contributions in Last FY(1) ($) (c) | Aggregate Earnings in Last FY(2) ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE(3)(4) ($) (f) | | Raymond E. Scott | Salaried Retirement Restoration Program | 223,080 | 563,562 | 1,289,460 | — | 8,885,490 | | | Vested Career Shares | — | 3,021,983 | 673,978 | — | 6,949,809 | | Jason M. Cardew | Salaried Retirement Restoration Program | 114,240 | 264,252 | 438,180 | — | 3,241,035 | | | Vested Career Shares | — | 1,208,793 | 260,416 | — | 2,714,545 | | Frank C. Orsini | Salaried Retirement Restoration Program | 114,240 | 236,493 | 668,704 | — | 4,693,600 | | | Vested Career Shares | — | 1,712,504 | 372,145 | — | 3,870,282 | | Carl A. Esposito | Salaried Retirement Restoration Program | 1,009,780 | 133,704 | 597,686 | — | 4,706,439 | | | Vested Career Shares | — | 755,424 | 67,706 | — | 983,862 | | Harry A. Kemp | Salaried Retirement Restoration Program | 44,924 | 139,929 | 149,326 | — | 1,268,425 | | | Vested Career Shares | — | 503,569 | 53,705 | — | 718,006 |

  83. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below shows estimates of the compensation payable to each of our NEOs upon their termination of employment with the Company. The amount payable is shown for each of six categories of termination triggers. All amounts are calculated as if the executive terminated effective December 31, 2023. Values of accelerated equity awards are based on the closing price of the Company's common stock on the last trading day in 2023, which was $141.21. The actual amounts due to any one of the NEOs upon termination of employment can only be determined at the time, and depending on the circumstances, of the termination. There can be no assurance that a termination or change in control would produce the same or similar results as those described below if it occurs on any other date or at any other stock price, or if any assumption is not, in fact, correct. Accrued amounts under the Company’s pension and deferred compensation plans are not included in this table. For these amounts, see the 2023 Pension Benefits table and the 2023 Nonqualified Deferred Compensation table above.

  84. Potential Payments Upon Termination or Change in Control

    | NEO and Triggering Event | Cash Severance(1) ($) | Continuation of Medical/ Welfare Benefits (Present Value)(2) ($) | Accelerated Vesting or Payout of Equity Awards ($) | Total Termination Benefits ($) | | Raymond E. Scott | | | | | | Involuntary Termination without Cause (or for Good Reason) With Change in Control | 6,760,000 | 99,907 | 24,685,388 | 31,545,295 | | Involuntary Termination without Cause (or for Good Reason) | 6,760,000 | 99,907 | 14,554,043 | 21,413,950 | | Retirement(3) | — | 67,024 | 8,598,284 | 8,665,308 | | Voluntary Termination (or Involuntary Termination for Cause) | — | — | — | — | | Disability(4) | — | 67,024 | 16,219,226 | 16,286,250 | | Death(5) | — | — | 16,219,226 | 16,219,226 | | Jason M. Cardew | | | | | | Involuntary Termination without Cause (or for Good Reason) With Change in Control | 3,400,000 | 29,682 | 7,043,636 | 10,473,318 | | Involuntary Termination without Cause (or for Good Reason) | 3,400,000 | 29,682 | 4,159,630 | 7,589,312 | | Retirement | N/A | N/A | N/A | N/A | | Voluntary Termination (or Involuntary Termination for Cause) | — | — | — | — | | Disability or Death(5) | — | — | 4,781,207 | 4,781,207 | | Frank C. Orsini | | | | | | Involuntary Termination without Cause (or for Good Reason) With Change in Control | 3,400,000 | 29,682 | 7,104,487 | 10,534,169 | | Involuntary Termination without Cause (or for Good Reason) | 3,400,000 | 29,682 | 4,220,480 | 7,650,162 | | Retirement | N/A | N/A | N/A | N/A | | Voluntary Termination (or Involuntary Termination for Cause) | — | — | — | — | | Disability or Death(5) | — | — | 4,842,058 | 4,842,058 | | Carl. A Esposito | | | | | | Involuntary Termination without Cause (or for Good Reason) With Change in Control | 2,610,000 | 32,883 | 4,854,202 | 7,497,085 | | Involuntary Termination without Cause (or for Good Reason) | 2,610,000 | 32,883 | 2,911,576 | 5,554,459 | | Retirement | N/A | N/A | N/A | N/A | | Voluntary Termination (or Involuntary Termination for Cause) | — | — | — | — | | Disability or Death(5) | — | — | 3,429,486 | 3,429,486 | | Harry A. Kemp | | | | | | Involuntary Termination without Cause (or for Good Reason) With Change in Control | 2,660,000 | 28,402 | 3,824,972 | 6,513,374 | | Involuntary Termination without Cause (or for Good Reason) | 2,660,000 | 28,402 | 2,142,455 | 4,830,857 | | Retirement | N/A | N/A | N/A | N/A | | Voluntary Termination (or Involuntary Termination for Cause) | — | — | — | — | | Disability or Death(5) | — | — | 2,612,212 | 2,612,212 |

  85. Potential Payments Upon Termination or Change in Control

    (1)Cash severance (in an amount equal to two times the sum of base salary plus target annual incentive bonus amount) is paid in a lump sum to each NEO on the date that is six months after the date of termination, consistent with the requirements of Section 409A of the Internal Revenue Code. In addition to the amounts shown in the table, the executive would receive any accrued salary, bonus and all other amounts to which he is entitled under the terms of any compensation or benefit plans of the Company upon termination for any reason and would receive a pro-rated bonus based on actual performance in the event of termination without “cause” or for “good reason.” (2)Consists of continuation of health insurance, life insurance premium, imputed income amounts, and for Mr. Scott, the value of his Retiree Health Reimbursement Account, which totals $67,024.

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  87. Potential Payments Upon Termination or Change in Control

    (3)As of December 31, 2023, Mr. Scott is retirement-eligible, and therefore, qualifies for accelerated vesting of certain incentive awards upon retirement. The Company does not provide for enhanced early retirement benefits under its pension programs. (4)Mr. Scott is retirement eligible, and therefore, qualifies for coverage under the Executive Retiree Health Reimbursement Plan with respect to disability benefits. (5)Messrs. Scott, Cardew and Orsini are fully vested in their pension benefits, and as such, there would be no pension vesting enhancement with respect to death benefits. Messrs. Esposito and Kemp do not participate in the Pension Plan, and as such, are not eligible for such death benefits.

  88. Termination or Change in Control

    Termination or Change in Control Payments and benefits to a NEO upon termination or a change in control of the Company are determined according to the terms of his or her employment agreement and equity or incentive awards and the Company’s compensation and incentive plans. The severance benefit payments shown in the table and discussed below are generally available to our executive officers, including NEOs, who currently have employment agreements with the Company. The amounts due to an executive upon his or her termination of employment depend largely on the circumstances of his or her termination, as described below.

  89. Treatment of Career Shares

    Treatment of Career Shares All Career Shares (vested and unvested) are forfeited by the executive upon a voluntary termination by the executive prior to the Career Share qualifying retirement date (i.e., age 62 or the date that the executive attains a combined number of age and years of service of 65, with a minimum age of 55 and minimum service of five years) or for violating non-competition and non-solicitation covenants prior to distribution of the shares. If the executive has a Career Share qualifying retirement or is terminated without “cause” or resigns for “good reason,” in each case within 24 months of the vesting date, any Career Shares will continue to vest as originally scheduled, subject to achievement of any applicable performance goals for the Performance-Based 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 qualifying retirement, the underlying shares of common stock for the vested Career Shares are not distributed until the earlier of (i) age 62 (or such later vesting date) or (ii) three years after the executive’s qualifying retirement. If the executive has attained a combined number of age and years of service of at least 65, with a minimum age of 55 and minimum service of five years, and the executive is terminated without “cause” or resigns for “good reason,” the underlying shares of common stock for the vested RSUs are not distributed until the earlier of (i) age 62 (or such later vesting date) or (ii) three years after the executive’s termination of employment. Unvested Career Shares become vested (subject to achievement of any applicable performance goals) and the underlying shares are immediately distributed (along with those for vested Career Shares) upon the executive’s (i)

  90. Treatment of Career Shares

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  91. Treatment of Career Shares

    death, (ii) disability or (iii) involuntary or “good reason” termination of employment within 24 months following a change in control. The Career Shares do not automatically vest nor are the underlying shares distributed upon a change in control unless the successor company does not assume or replace the awards with awards of equivalent terms and value.

  92. CEO Pay Ratio

    CEO Pay Ratio Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the median of the annual total compensation of all employees, the annual total compensation of our principal executive officer, Raymond E. Scott, and the ratio of these two amounts. Lear's global employee population is approximately 186,600 employees, with 11,600 employees located in the United States and 175,000 employees located in countries outside the United States. For 2023, we used the following methodology to identify our median employee: •Calculated annualized base salaries (our consistently applied compensation measure) as of October 1, 2023, for all employees, excluding the CEO; •Identified the middle 51 employees using annualized base salaries converted to U.S. dollars as a consistently applied compensation measure; •Calculated annual total compensation for the 51 middle employees using the same SEC requirements used to determine total compensation in the Summary Compensation Table; and •Re-ranked the middle 51 employees based on annual total compensation and selected the median employee. Using this methodology, we determined that the estimated median employee was an hourly employee located outside of the United States. We determined the 2023 CEO Pay Ratio based on the following: •The median of the annual total compensation of all employees, excluding the CEO, was $11,388; and •The annual total compensation of our CEO was $18,891,372. Based on this information, for 2023, our CEO’s annual total compensation was approximately 1,659 times that of the annual total compensation of the median employee. The majority of Mr. Scott's 2023 total compensation is directly linked to the performance of the Company, as discussed in the "Compensation Discussion and Analysis" above. Our CEO pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. SEC rules for identifying the median employee and calculating the CEO pay

  93. CEO Pay Ratio

    | 68 | | | LEAR CORPORATION |

  94. CEO Pay Ratio

    ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies to identify the median employee. SEC rules also allow companies to exclude up to 5% of their total employees who are located in a particular country or countries outside of the United States and to make reasonable estimates and assumptions regarding their employee populations. As a result, the CEO pay ratio reported by other companies may not be comparable to the CEO pay ratio reported above. Other companies may have different employee populations and compensation practices and utilize different methodologies, exclusions, estimates and assumptions in calculating their own CEO pay ratios.

  95. Pay Versus Performance ("PVP") Disclosures

    Pay Versus Performance ("PVP") Disclosures As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, we have calculated Compensation Actually Paid ("CAP") and the relationship of CAP to certain financial performance metrics of the Company.

  96. Pay Versus Performance Table

    Pay Versus Performance Table Our long-term incentive equity award mix is heavily weighted toward Performance Shares, resulting in more compensation at risk. These awards are impacted directly by the Company’s performance and stock price. See the “Compensation Discussion and Analysis” for details regarding the equity award mix. CAP and Average CAP amounts can vary significantly from year-to-year. The key drivers of this volatility for Lear include: •Point in time measurements, reflecting value only on certain specific and required dates; •Stock price; •Changes in expected performance year-over-year (to a lesser extent); and •Stock volatility. Base salary, annual bonus, non-equity incentive plan compensation and all other compensation are each calculated in the same manner for both Summary Compensation Table (“SCT”) and CAP purposes. The difference between SCT and CAP total compensation is due primarily to changes in the fair value of equity awards and, to a lesser extent, changes in the expected or actual performance of performance-based equity awards. The CAP table includes changes in the fair value of equity awards and does not represent the CEO’s and non-CEO NEOs’ actual compensation received or earned.

  97. Pay Versus Performance Table

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  98. Pay Versus Performance Table

    The difference between SCT and CAP total compensation reflects differences in the value assigned to equity awards under each calculation as described below:

  99. Pay Versus Performance Table

    | | SCT | CAP(1) | | Equity Awards | Grant date fair value of equity awards granted during the current year | SCT and CAP calculations use the same methodologies to determine the fair value of equity awards. However, CAP total compensation includes changes in the fair value of equity awards during each year as a result of changes in stock price and expected or actual performance of each equity award (which is not included in SCT total compensation). 1. Granted During the Year: End of year fair value of equity awards outstanding at the end of the year and/or vesting date fair value of equity awards that vested during the year 2. Prior Awards that Remain Outstanding: Change in fair value during the year of equity awards that are unvested at both end of prior year and end of current year 3. Awards that Vested During the Year: Change in fair value of equity awards that vested during the year from end of prior year to the vesting date |

  100. Pay Versus Performance Table

    (1) CAP reflects the end of year and/or vesting date fair value of the current year award (1.) as summarized in the right column above. CAP also adds two other categories of equity awards that are not part of the SCT (2. and 3.) as summarized above. The table below reflects CAP in accordance with the PVP disclosure rule for the previous four years.

  101. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on(4): | | | | | Year(1) (a) | SCT Total for CEO ($) (b) | CAP to CEO(2) ($) (c) | Average SCT Total for non-CEO NEOs(3) ($) (d) | Average CAP to non-CEO NEOs(2) ($) (e) | Total Shareholder Return(4) ($) (f) | Peer Group Total Shareholder Return(4)(5) ($) (g) | Net Income ($) in millions (h) | Adjusted Operating Income(6) ($) in millions (i) | | 2023 | 18,891,372 | 25,295,686 | 5,368,345 | 7,211,982 | 110 | 95 | 573 | 1,115 | | 2022 | 15,376,344 | 4,822,793 | 4,550,657 | 530,131 | 94 | 86 | 328 | 886 | | 2021 | 13,306,375 | 23,444,040 | 4,073,394 | 6,711,337 | 136 | 128 | 374 | 958 | | 2020 | 14,714,769 | 16,162,189 | 4,507,854 | 5,697,177 | 117 | 117 | 159 | 614 |

  102. Pay Versus Performance Table

    (1) Mr. Scott served as CEO and Messrs. Cardew, Orsini, Esposito and Kemp served as non-CEO NEOs for 2023. Mr. Scott served as CEO and Messrs. Cardew, Orsini, DiDonato and Esposito served as non-CEO NEOs for 2022, 2021 and 2020. Mr. DiDonato retired in 2023. (2) Represents CAP for our CEO and Average CAP for our non-CEO NEOs as a group, as determined in accordance with Item 402(v) of Regulation S-K, and does not reflect the compensation ultimately earned or realized by our CEO or non-CEO NEOs. (3) Reflects the average SCT total of our non-CEO NEOs (determined as set forth below). (4) Reflects our Cumulative TSR and our Peer Group Cumulative TSR for each measurement period from December 31, 2019 through December 31, 2023. Dividends are assumed to be reinvested, and the returns of each company in our PVP Peer Group are weighted to reflect relative stock market capitalization. Results assume that $100 was invested on December 31, 2019, in each of our common stock and the stocks comprising our PVP Peer Group. (5) Our PVP Peer Group is the same peer group used in the Performance Graph for purposes of Item 201(e)(1)(ii) of Regulation S-K in our Annual Report on Form 10-K (“10-K Peer Group”). Our 10-K Peer Group was selected because we do not believe that there is a single published industry or line of business index that is appropriate for comparing total shareholder returns. As a result, our selected 10-K Peer Group is comprised of representative independent automotive suppliers whose common stock is publicly traded. For 2023, 2022, 2021 and 2020, column (g) reflects the four-year, three-year, two-year and one-year Peer Group Cumulative TSR, respectively, of our 2023 10-K Peer Group, which is comprised of the following companies: Adient plc, American Axle & Manufacturing Holdings Inc., Aptiv PLC, Autoliv, Inc., BorgWarner Inc., Continental AG, Dana Incorporated, Forvia SE (formerly known as Faurecia SE), Gentex Corporation, Gentherm Incorporated, Magna International Inc., Valeo and Visteon Corporation. Cooper-Standard Holdings Inc. was included in our 2022 peer group but was removed in 2023 as it no longer met our defined criteria or provided a meaningful comparison of stock performance vs. other automotive suppliers. The 2023, 2022, 2021 and 2020 Peer Group Cumulative TSR would have been $95, $85, $128 and $117, respectively, if Cooper- Standard would have been included. (6) Adjusted Operating Income is a performance measure in the AIP and highly correlated to the other financial measures used in the annual and long-term incentive plans. See the “Compensation Discussion and Analysis” above for a description of how this measure was determined in 2023 and the “Compensation Discussion and Analysis” in our 2022, 2021 and 2020 proxy statements for descriptions of how this measure was determined in 2022, 2021 and 2020, respectively. Adjusted Operating Income is a Non-GAAP financial measure. See pages 42 and 45 and Appendix A "Reconciliation of Non-GAAP Financial Measures" on page 90 for more information on this financial measure and how it is used.

  103. Pay Versus Performance Table

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  104. Pay Versus Performance Table

    Reconciliations of SCT Total Compensation to CAP Total Compensation for our CEO and Average SCT Total Compensation to Average CAP Total Compensation for our non-CEO NEOs is shown below:

  105. Pay Versus Performance Table

    | | | | Pension Valuation Adjustments | Equity Award Adjustments(2) | | | | | | Year | Executive(s) | Reported SCT Total ($) | Deduct Change in Pension Value ($)(1) | Deduct Stock Awards ($) | Add Year-End Value of Unvested Equity Awards Granted in Year ($) | Change in Value of Unvested Equity Awards Granted in Prior Years ($) | Change in Value of Equity Awards Granted in Prior Years Which Vested in Year ($) | CAP Total ($) | | 2023 | CEO | 18,891,372 | (41,649) | (13,349,215) | 17,035,840 | 1,363,813 | 1,395,525 | 25,295,686 | | | Non-CEO NEO | 5,368,345 | (16,970) | (3,096,481) | 3,904,657 | 670,357 | 382,074 | 7,211,982 | | 2022 | CEO | 15,376,344 | — | (11,118,747) | 7,283,518 | (3,867,535) | (2,850,787) | 4,822,793 | | | Non-CEO NEO | 4,550,657 | — | (2,631,326) | 1,730,867 | (2,238,827) | (881,241) | 530,131 | | 2021 | CEO | 13,306,375 | — | (9,737,072) | 12,089,428 | 1,757,058 | 6,028,251 | 23,444,040 | | | Non-CEO NEO | 4,073,394 | — | (2,431,458) | 3,009,472 | 1,110,158 | 949,771 | 6,711,337 | | 2020 | CEO | 14,714,769 | (366,594) | (11,700,831) | 14,420,251 | 126,205 | (1,031,611) | 16,162,189 | | | Non-CEO NEO | 4,507,854 | (65,707) | (3,194,013) | 3,909,610 | 506,184 | 33,249 | 5,697,177 |

  106. Pay Versus Performance Table

    (1)Reflects a deduction for the aggregate change in the actuarial present value of the amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table. For all years, there was no pension value attributable to “service cost” or “prior service cost,” so no adjustments are reflected for these values required to be added as part of the CAP pension valuation adjustments. (2)For all years, (a) no equity awards vested in the year of grant, (b) no equity awards granted in prior years were forfeited, (c) no equity awards were modified during the year, and (d) no dividends or other earnings were paid prior to the applicable vesting date that were not otherwise accounted for in total compensation for the year, so no adjustments are reflected for these values required to be added as part of the CAP equity award adjustments. The fair value of option and stock awards is determined in accordance with ASC 718, “Compensation – Stock Compensation.” The fair value of outstanding performance-based stock awards reflects the expected performance results as of year-end. In the tables above, changes in our stock price following the grant date of an equity award impact reported CAP values. The values reported above in each year, and over the four-year cumulative period, reflect how the awarded compensation can fluctuate year-over-year, largely as a result of our year-end stock price, among other factors. This illustrates our pay-for-performance philosophy, as well as the design of our compensation program. The values in the table above reflect that the compensation of our CEO and our non-CEO NEOs is higher when our stock price increases and lower when the stock price decreases, demonstrating the clear alignment of the interests of our CEO and non-CEO NEOs and our shareholders. The values in the table above are based on our year-end stock price, as required under the PVP disclosure rule. Since 2020, most industries including automotive have been significantly impacted by the ongoing challenges of the COVID-19 pandemic and supply chain disruptions, and our stock price fluctuated significantly during this period with the low stock price, high stock price and year-end stock price during each applicable year shown in the table below:

  107. Pay Versus Performance Table

    | Year | Stock Price Low ($) | Stock Price High ($) | Stock Price at Year-End ($) | | 2023 | 118.93 | 155.51 | 141.21 | | 2022 | 119.69 | 192.81 | 124.02 | | 2021 | 146.17 | 203.13 | 182.95 | | 2020 | 70.00 | 164.99 | 159.03 |

  108. Pay Versus Performance Table

    Accordingly, CAP for our CEO and Average CAP for our non-CEO NEOs could have been significantly different if other dates were used to value our stock or if our stock price happened to be higher or lower on the last day of the applicable year. Additionally, the value of performance-based stock awards is impacted to a much lesser extent by the expected performance results which may vary from year to year and from actual performance at the completion of the performance periods.

  109. Pay Versus Performance Table

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