DEF 14A of Lear Corp, Apr 3, 2025

DEF 14A of Lear Corp

Filed Apr 3, 2025 · FY20240000842162-25-000029

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 | | Julian G. Blissett IND Former Executive Vice President and President GM China, General Motors | 58 | 2025 | | | | | Jonathan F. Foster IND Managing Partner of Current Capital Partners LLC | 64 | 2009 | • | | • | | Bradley M. Halverson IND Former Group President and CFO, Caterpillar Inc. | 64 | 2020 | • | • | | | Mary Lou Jepsen IND Founder, Chairperson and Former CEO, Openwater | 60 | 2016 | | • | • | | Roger A. Krone IND President and CEO, Boy Scouts of America | 68 | 2020 | • | | • | | Rod A. Lache IND Former Managing Director and Senior Analyst, Wolfe Research, LLC | 55 | 2024 | | | | | Patricia L. Lewis IND Executive Vice President and Chief Sustainability Officer, UnitedHealth Group Incorporated | 63 | 2020 | | • | • | | Kathleen A. Ligocki IND Former CEO of Tower Automotive and Agility Fuel Solutions | 68 | 2012 | | • | • | | Conrad L. Mallett, Jr. IND Corporation Counsel, City of Detroit | 71 | 2002 | • | | • | | Raymond E. Scott President and CEO | 59 | 2018 | | | | | Greg C. Smith IND Former Vice Chairman of Ford Motor Company | 73 | 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) Mei-Wei Cheng, who has served as a member of our Board since 2019, will not be standing for re-election when his current term expires, as he has reached the Company’s mandatory retirement age. The Board would like to thank Mr. Cheng for his years of dedicated service to the Company. In connection with Mr. Cheng’s retirement, the Board has resolved to decrease its size to eleven members effective upon the expiration of the current term of the members of the Board at the Annual Meeting. Upon the recommendation of our G&S Committee, the Board has nominated the eleven individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of shareholders in 2026 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 20 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 | | Julian G. Blissett | Director | | Jonathan F. Foster | Director | | Bradley M. Halverson | Director | | Mary Lou Jepsen | Director | | Roger A. Krone | Director | | Rod A. Lache | 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. Criteria for Selection of Directors and Director Recruitment Process

    Criteria for Selection of Directors and Director Recruitment Process The G&S Committee utilizes several criteria in evaluating and selecting candidates for Board membership including, without limitation, a director nominee’s independence, skills, 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, including independence standards, and selection of new directors. 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.

  9. Criteria for Selection of Directors and Director Recruitment Process

    | 2025 Proxy Statement | | | 17 |

  10. Criteria for Selection of Directors and Director Recruitment Process

    To ensure that the Board is comprised of the talent necessary to effectively serve the Company and its shareholders, the Board regularly reviews its composition and succession plan. Based on the Board's current composition and needs, and with input from the Board, the G&S Committee may compile a set of desired attributes of a potential new director. The G&S Committee evaluates candidates through a robust process that includes initial candidate screening, interviews with members of the G&S Committee and opportunities for interaction with other Board members. Following this process, the G&S Committee may recommend 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. While the Board believes that longer-serving directors are integral to the Company's success given their deep understanding of our business, the Board also understands the value that fresh perspectives bring in a challenging and dynamic industry. Following the Board's review of its then-current composition and needs, and using the director recruitment process described above, the Board appointed Messrs. Lache and Blissett as new directors within the past year. Mr. Lache, with his decades of automotive analyst experience, brings a profound understanding of investor perspectives to Lear's Board. In light of Mr. Cheng's upcoming retirement, the Board identified international experience, particularly in Asian markets, as a desired attribute of a potential new director, and Mr. Blissett brings to the Board extensive international experience in the automotive industry.

  11. Criteria for Selection of Directors and Director Recruitment Process

    | 18 | | | LEAR CORPORATION |

  12. Director Compensation

    Director Compensation

  13. Overview

    | Outside Directors Compensation Plan | | | | | Annual Cash Retainer | Annual RSU Award | | Annual Board Retainer | $135,000 | $175,000 | | Additional Position Amounts: | | | | Non-Executive Chair | $80,000 | $120,000 | | Audit Committee Chair | $30,000 | | | G&S Committee Chair | $25,000 | | | P&C Committee Chair | $25,000 | | | Presiding Director(1) | $10,000 | |

  14. 2024 Director Compensation Table

    2024 Director Compensation Table The following table provides information on the compensation paid to our non-employee directors for 2024. Mr. Scott, who is also an employee, receives no additional compensation for his services as a director. Mr. Blissett does not appear below because he joined the Board in 2025.

  15. 2024 Director Compensation Table

    | 2024 Director Compensation | | | | | Name | Fees Earned or Paid in Cash(1) | Stock Awards(3) | Total | | Mei-Wei Cheng(2) | $128,333 | $174,893 | $303,226 | | Jonathan F. Foster | $152,500 | $174,893 | $327,393 | | Bradley M. Halverson | $133,333 | $174,893 | $308,226 | | Mary Lou Jepsen | $128,333 | $174,893 | $303,226 | | Roger A. Krone(2) | $128,333 | $174,893 | $303,226 | | Rod A. Lache (4) | $56,250 | $131,200 | $187,450 | | Patricia L. Lewis | $145,000 | $174,893 | $319,893 | | Kathleen A. Ligocki | $137,083 | $174,893 | $311,976 | | Conrad L. Mallett, Jr. | $150,000 | $174,893 | $324,893 | | Greg C. Smith | $208,333 | $294,977 | $503,310 |

  16. 2024 Director Compensation Table

    (1)Includes cash retainer and other fees earned for service as directors in 2024. (2)Mr. Cheng elected to defer $128,333 and Mr. Krone elected to defer $9,583 of their 2024 cash retainers. (3)As described in “Equity Compensation” below, on May 16, 2024, each of our non-employee directors who were members of the Board on the date of the 2024 annual meeting of shareholders received a 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 reflect the aggregate grant date fair value determined in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation-Stock Compensation.” As of December 31, 2024, 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 – 1,337; Mr. Lache - 1,205; and Mr. Smith – 2,255. Mr. Cheng and Ms. Ligocki elected to defer 100% of their 2024 RSU grants; Mr. Mallett elected to defer 5% of his 2024 RSU grant (in each case, subject to vesting of the RSUs). (4)Mr. Lache was appointed to the Board in August 2024 and received a pro-rated RSU grant. The Company has a long-standing practice of having stock ownership guidelines for non-employee directors. Each non-employee director must achieve a stock ownership level of a number of shares with a value equal to five times the base annual cash retainer and must hold 50% of the net shares from their annual stock grants received until they are in compliance with these guidelines. As of our latest measurement date (December 31, 2024), all of our non-employee directors who were directors on the measurement date met the required ownership level (other than Mr. Halverson, who joined the Board in June 2020, Mr. Krone and Ms. Lewis, who joined the Board in November 2020, and Mr. Lache, who joined the Board in August 2024, each of whom is in compliance with the 50% hold requirement). Mr. Blissett, who joined the Board in February 2025, will be reviewed for compliance with the ownership guidelines at the end of 2025.

  17. 2024 Director Compensation Table

    | 30 | | | LEAR CORPORATION |

  18. 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.

  19. Compensation Governance

    | 36 | | | LEAR CORPORATION |

  20. Compensation Governance

    | What We Do | | What We Do Not Do | | | ✓ | Pay program aligned with business strategy | ✘ | Provide single-trigger change in control vesting of equity awards | | ✓ | Balanced mix of performance measures | ✘ | Provide single-trigger change in control severance benefits | | ✓ | High percentage of performance-based pay | ✘ | Reprice, backdate or spring-load equity awards | | ✓ | Individual incentive compensation payouts are capped | ✘ | Allow directors and officers to hedge or pledge our stock | | ✓ | Incentive compensation payouts vary and are commensurate with results | ✘ | Provide change in control excise tax gross-ups | | ✓ | Annual market practices and comprehensive compensation risk review | ✘ | Guarantee regular incentive plan awards | | ✓ | Robust stock ownership guidelines | ✘ | Provide excessive perquisites | | ✓ | Robust clawback policies cover equity awards (performance and time-vesting), cash awards and severance and termination benefits | ✘ | Pay dividend equivalents on equity awards during vesting or performance periods | | ✓ | Fully independent compensation consultant retained by the P&C Committee | ✘ | Include evergreen provisions in our LTI | | ✓ | 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 | ✘ | Provide excessive severance |

  21. Authority of P&C Committee Under Incentive Plans

    Authority of P&C Committee Under Incentive Plans Under the AIP and the LTI, the P&C Committee has the authority to select a range of award types, performance measures and weightings and to apply adjustments to the financial measures used for annual and long-term incentive awards. Such adjustments may exclude, without limitation, 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 or long-range plan upon which the applicable performance targets were established. Any such adjustments to financial measures are intended to better reflect the performance of approximately 7,800 AIP and 140 performance-based LTI award participants, align award payments with decisions that support our 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 our preference for long-term, sustainable growth.

  22. 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 industrial 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, succession planning, 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 our common stock at payment. The P&C Committee regularly assesses the composition of the Comparator Group.

  23. Benchmarking Methodology and Peer Group Selection

    | 38 | | | LEAR CORPORATION |

  24. Benchmarking Methodology and Peer Group Selection

    See below for our Comparator Group selection process: The Company supplements its review of the Comparator Group with a broader nationally published survey of general industrial companies (not individually selected or identified) for benchmarking of executive compensation levels and, as appropriate, compensation design practices.

  25. Lear Versus 2024 Comparator Group

    Lear Versus 2024 Comparator Group The annual revenues of the companies in the 2024 Comparator Group for their most recently reported fiscal year ranged from $10.3 billion to $51.5 billion, with a median of $18.2 billion. How Lear compares to the companies in the 2024 Comparator Group for revenue and market capitalization is shown below. The 2024 Comparator Group was selected in September 2023. The revenue and market capitalization percentiles were determined as of December 31, 2024. Lear's percentile positioning was approximately the same at the time the Comparator Group was selected and as of the end of 2024. The companies in the 2024 Comparator Group are shown below.

  26. Lear Versus 2024 Comparator Group

    | 2024 Comparator Group | | | | | Adient plc (ADNT) | Dana Incorporated (DAN) | Honeywell International Inc. (HON) | Parker-Hannifin Corporation (PH) | | Aptiv PLC (APTV) | Deere & Company (DE) | Illinois Tool Works Inc. (ITW) | Stanley Black & Decker, Inc. (SWK) | | BorgWarner Inc. (BWA) | Eaton Corporation plc (ETN) | L3Harris Technologies, Inc. (LHX) | TE Connectivity plc (TEL) | | Corning Incorporated (GLW) | 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) |

  27. Lear Versus 2024 Comparator Group

    | 2025 Proxy Statement | | | 39 |

  28. Lear Versus 2024 Comparator Group

    The above companies were used to inform the NEO target annual and long-term incentive changes effective January 2024. The Comparator Group was increased from 16 companies in 2023 to 20 companies in 2024 with the additions of Corning Incorporated, Dana Incorporated, Honeywell International Inc. and Stanley Black & Decker, Inc. These companies were added because, in addition to satisfying the screening criteria described above, the number of companies in the 2023 Comparator Group was near the lower end of the desired range of 15-25 companies, with continued mergers and acquisitions likely to further decrease the number of companies in the Comparator Group. To assess the Relative TSR performance measure of our Performance Shares, a second peer group consisting of 24 companies that are primarily automotive suppliers (the "Relative TSR Peer Group") is used. The Relative TSR Peer Group is described in more detail beginning on page 49.

  29. Compensation Alignment with Shareholders

    Compensation Alignment with Shareholders Our 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. These analyses, which are prepared by the P&C Committee's independent compensation consultant, found that relative to the Comparator Group: •NEO target pay levels are in the competitive range (i.e., +/- 15%) of market median with an emphasis on performance-based pay opportunities. •Our incentive plan performance measures are well-aligned to our business strategy, correlative to TSR and generally consistent with the performance measures used by the Comparator Group (and the broader industrial market). •Our annual incentive and performance share payouts are directionally aligned with performance relative to the Comparator Group. Our typical approach for newly promoted executives is to start pay below the market median and then increase pay to the market median over several years, while emphasizing at-risk, performance-based incentive award opportunities. Consistent with our pay-for-performance philosophy, stretch goals are set for the AIP and Performance Share award opportunities. As such, in some years, payouts will be above target (when results exceed target), and in other years, payouts will be below target (when results are below target). Our last five completed performance periods reflect this pay-for-performance alignment with payouts varying commensurate with results, as shown below:

  30. Compensation Alignment with Shareholders

    | Historical Performance Payouts | | | | | | | AIP | 2020 | 2021 | 2022 | 2023 | 2024 | | | 60% | 100% | 124% | 170% | 89% | | Performance Shares | 2018-2020 | 2019-2021 | 2020-2022 | 2021-2023 | 2022-2024 | | | 22% | 74% | 111% | 118% | 112% |

  31. 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 uses 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 2024, as well as certain benefits (covered later).

  32. Executive Compensation Objectives and Core Elements

    | Element | Base Salary | 2024 Annual Incentive Plan (AIP) | Long-Term Stock Incentive Plan (LTI) RSUs(1) (2) | Long-Term Stock Incentive Plan (LTI) 2024-2026 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: 01/01/2024- 12/31/2024 | Three-Year Cliff Vesting for annual RSU awards | Three Years: 01/01/2024 - 12/31/2026 | | Performance Measure(s) | Individual Performance | Two financial measures: 50% Adjusted Operating Income 50% Free Cash Flow The Strategic Scorecard modifier of +/- 10% is applied to the result of the two financial measures | 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% Awards capped at 200%, inclusive of Strategic Scorecard Modifier | Stock Price Appreciation | 0% - 200% | | | (1) An RSU represents the right to receive a share of common stock when the RSU vests and is settled | | | | | | (2) RSUs and Performance Shares are settled in common stock | | | | | | (3) Relative TSR is capped at target (i.e., 100%) if Lear's TSR is negative over the performance period | | | |

  33. 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 use a high percentage of performance-based pay, with 91% of the 2024 target annual compensation for the CEO at risk including 77% granted in long-term equity, and, on average, 83% of the 2024 target annual compensation for the other NEOs at risk including 68% 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 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 2024. See page 52 for more detailed information on Career Shares.

  34. 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. | | Strategic Scorecard | Modifier +/- 10% | • Drives performance in strategic areas that contribute to long-term success and ensures successful execution of our most critical innovation and strategic priorities. | | Long-Term Stock Incentive Plan (LTI) | | | | Adjusted Pretax Income | 50% for Performance Shares | • Net income for each year in the three-year performance period 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 goals for all years were set prior to the start of the three-year performance period. 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 2023 Adjusted ROIC. • Performance goals for all years were set prior to the start 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 (2024-2026) 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 listed on page 49 over the performance period (starting TSR assessment period in December 2023 compared to ending TSR assessment period in December 2026). • 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. |

  35. 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 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.

  36. Annual Incentive Plan (AIP)

    Annual Incentive Plan (AIP) Our NEOs and approximately 7,800 other salaried employees are eligible to participate in the AIP, which provides annual cash incentive award opportunities based upon the achievement of performance goals important to our success. Awards, if earned, are paid early in the following year based on our performance achieved in the prior fiscal year.

  37. 2024 Award Opportunity

    2024 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 our 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. Other than for Mr. Esposito, whose target AIP increased from 80% to 90% of base salary as a result of a market competitiveness review, the 2024 target AIP for each NEO is unchanged from 2023.

  38. 2024 Award Opportunity

    | 2024 Target Annual Incentive Opportunity | | | | | | 2024 Base Salary Rate | Target AIP (% of Base Salary) | Target AIP Opportunity | | Raymond E. Scott | $1,370,000 | 160% | $2,192,000 | | Jason M. Cardew | $880,000 | 100% | $880,000 | | Frank C. Orsini | $900,000 | 100% | $900,000 | | Carl A. Esposito | $750,375 | 90% | $675,338 | | Harry A. Kemp | $750,000 | 90% | $675,000 | | Alicia J. Davis | $580,000 | 80% | $464,000 |

  39. 2024 Award Opportunity

    AIP awards, if any, are determined based on the Company's final financial performance and the application of the Strategic Scorecard modifier which can impact results by up to +/- 10%. The potential payouts range from 0 to 200 percent of target AIP opportunity, inclusive of the Strategic Scorecard modifier.

  40. 2024 Financial Performance Measures

    2024 Financial Performance Measures The 2024 AIP used 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. The performance goals for each financial measure were established and approved by the P&C Committee in November 2023, prior to the beginning of the performance period.

  41. New 2024 Strategic Scorecard Modifier (+/- 10%)

    New 2024 Strategic Scorecard Modifier (+/- 10%) For 2024, the P&C Committee adopted a new Strategic Scorecard modifier that could increase or decrease the payout under the AIP based on achievement of the two financial performance measures by up to 10 percentage points,

  42. New 2024 Strategic Scorecard Modifier (+/- 10%)

    subject to the overall maximum payout of 200% of an AIP participant's target bonus. The Strategic Scorecard modifier was added to drive performance and accelerate advancement in strategic areas important to our long-term success, especially in the areas of product and process innovation and automation, and because it allows the P&C Committee to consider progress towards or achievement of critical innovation and strategic priorities in addition to financial performance under the AIP. There were seven specific and quantifiable goals under the Strategic Scorecard modifier focused on product innovation, process innovation and transformation, and operational innovation. The goals, which were not individually weighted, included winning new product innovation customer contracts, deploying automation and robotic processes, and managing and analyzing utility consumption data to drive efficiencies and decrease usage to lower costs and to support our sustainability targets. Specific levels were established for threshold performance and maximum performance. At overall threshold performance, no adjustment is made to the 2024 AIP payout. Performance above threshold can result in an increase to the AIP payout, and performance below threshold can result in a decrease to the AIP payout.

  43. 2024 Performance Goals

    2024 Performance Goals We operate in a highly cyclical industry with volatility and uncertainty having increased significantly since 2020 due to a variety of factors, including the COVID-19 pandemic, semiconductor supply issues, macroeconomic and geopolitical issues and the pace of consumer adoption of electric vehicles, particularly in Europe and North America, our two largest markets. All of these factors impact the 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 a given 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 appropriate performance goals each year that reflect our expectations for the year. The 2024 AIP performance goals and payout calculation are shown below: For 2024, our performance goals were significantly increased from those set for 2023 based on our strong 2023 performance and forecasts, both internal and external, of regional vehicle production volumes and electric vehicle adoption rates. For the 2024 performance period, the target financial goals were set as follows:

  44. 2024 Performance Results and Corresponding Payouts

    2024 Performance Results and Corresponding Payouts AIP payouts are aligned and directly commensurate with our financial results. As shown below, the AIP, before the application of the Strategic Scorecard modifier, was earned at 80% of target, reflecting our performance against 2024 Adjusted Operating Income and Free Cash Flow goals (including certain adjustments as described on pages 90-91). 2024 financial results for AIP purposes: •Adjusted Operating Income of $1,101 million(1) was below the target goal of $1,215 million •Free Cash Flow of $561 million was below the target goal of $630 million •The P&C Committee determined that the Strategic Scorecard modifier should increase the 2024 AIP payout by 9% from 80% to 89% due to strong performance on six of the seven strategic goals. (1) Consistent with historical practice, the P&C Committee adjusted the Adjusted Operating Income results to eliminate the impact of a 2024 unplanned divestiture. Our Adjusted Operating Income is calculated in the same manner as Core Operating Earnings, except $5 million was added to Adjusted Operating Income to reflect the forecasted lost earnings associated with the unplanned divestiture in 2024.

  45. 2024 Performance Results and Corresponding Payouts

    | 2024 Annual Incentive Plan Goals & Results | | | | | | | | | Weight | Threshold | Target | Maximum | Performance Result | Performance Result as % of Target | | Adjusted Operating Income | 50% | $911M | $1,215M | $1,458M | $1,101M | 82% | | Free Cash Flow | 50% | $473M | $630M | $788M | $561M | 78% | | | | | Financial Performance Payout | | | 80% | | | | | Scorecard Adjustment | | | 9% | | | | | | Final Payout | | 89% |

  46. 2024 Performance Results and Corresponding Payouts

    The AIP award for each NEO is shown below:

  47. 2024 Performance Results and Corresponding Payouts

    | 2024 Annual Incentive Plan Payouts | | | | | | | Target Opportunity (as % of Base) | Target Amount(1) | Payout % | 2024 Incentive Amount(2) | | Raymond E. Scott | 160% | $2,192,000 | 89% | $1,950,880 | | Jason M. Cardew | 100% | $880,000 | 89% | $783,200 | | Frank C. Orsini | 100% | $900,000 | 89% | $801,000 | | Carl A. Esposito | 90% | $675,338 | 89% | $601,050 | | Harry A. Kemp | 90% | $675,000 | 89% | $600,750 | | Alicia J. Davis | 80% | $464,000 | 89% | $412,960 |

  48. 2024 Performance Results and Corresponding Payouts

    (1)Reflects base salary as of December 31, 2024, multiplied by the Target Opportunity. (2)The 2024 Incentive Amount represents the amount actually earned, which is calculated as the Target Amount multiplied by the Payout %.

  49. Long-Term Stock Incentive Plan ("LTI") Compensation

    Long-Term Stock Incentive Plan ("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.

  50. Long-Term Stock Incentive Plan ("LTI") Compensation

    | 2025 Proxy Statement | | | 47 |

  51. 2022-2024 Performance Results and Corresponding Payouts

    2022-2024 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 2024, the 2022-2024 performance-based incentive cycle was completed, with the results summarized below, and a payout of 112% of target, reflecting our performance against three years of Adjusted Annual Pretax Income goals (including certain adjustments as described below and on pages 90-91) and our three-year Relative TSR performance. For each year in the performance period, the P&C Committee set the Adjusted Annual Pretax Income goal based on the Board-approved budget which reflected its performance expectations for the upcoming year. The 2022-2024 Performance Shares were distributed on February 13, 2025, based on our performance for the three-year performance period beginning January 1, 2022. Final performance share results were approved by the P&C Committee as shown below:

  52. 2022-2024 Performance Results and Corresponding Payouts

    | 2022-2024 Performance Shares | | | | | | | | | Weight | Threshold | Target | Maximum | Performance Result | Payout Results as % of Target | | Adjusted Annual Pretax Income ($) | 66.7% | $1,697M | $2,610M | $3,002M | $2,799M(1) | 141% | | Relative TSR (Percentile) | 33.3% | 25th | 50th | 75th | 26.7th | 53% | | | | | | Final Payout | | 112% |

  53. 2022-2024 Performance Results and Corresponding Payouts

    (1) In determining the payouts, consistent with historical practice, the P&C Committee adjusted the Adjusted Annual Pretax Income results to eliminate the impact of acquisitions and divestitures made during the performance period. These adjustments increased the cumulative Adjusted Annual Pretax Income result by $15 million over the performance period. For 2022, the impact of two acquisitions was excluded as the acquisitions were not contemplated when the 2022 goal was set. For 2023, the impact of a divestiture that did not occur was excluded as the divestiture was contemplated when the 2023 goal was set. For 2024, the impact of a divestiture that did occur was excluded as the divestiture was not contemplated when the 2024 goal was set. The resulting share amounts earned by our NEOs are shown below:

  54. 2022-2024 Performance Results and Corresponding Payouts

    | 2022-2024 Performance Shares | | | | | | Target Shares (#) | Result | Actual Shares Earned (#) | | Raymond E. Scott | 34,580 | 112% | 38,729 | | Jason M. Cardew | 8,974 | 112% | 10,050 | | Frank C. Orsini | 8,974 | 112% | 10,050 | | Carl A. Esposito | 6,861 | 112% | 7,683 | | Harry A. Kemp | 5,218 | 112% | 5,844 | | Alicia J. Davis | 3,630 | 112% | 4,063 |

  55. 2024-2026 Long-Term Incentive Award Opportunity

    2024-2026 Long-Term Incentive Award Opportunity The 2024 LTI award mix for our CEO was approximately 75% Performance Shares and 25% RSUs and was 70% Performance Shares and 30% RSUs for our other NEOs. The weightings and the target LTI opportunity as a percentage of salary for each NEO is unchanged from 2023. Vesting of the Performance Shares is based on the achievement of performance goals over the three-year performance period (2024-2026). The RSUs cliff vest on the third anniversary of the date of grant, with exceptions for death, disability, retirement, qualifying terminations within two years following a change in control and certain other qualifying involuntary terminations. 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., typically 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 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.

  56. 2024-2026 Long-Term Incentive Award Opportunity

    | 48 | | | LEAR CORPORATION |

  57. 2024-2026 Long-Term Incentive Award Opportunity

    | 2024-2026 Target Long-Term Incentive Opportunity | | | | | | 2024 Base Salary Rate(1) | Target LTI (% of Base Salary) | Target LTI Opportunity(2) | | 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 | 300% | $2,175,000 | | Harry A. Kemp | $700,000 | 255% | $1,785,000 | | Alicia J. Davis | $550,000 | 250% | $1,375,000 |

  58. 2024-2026 Long-Term Incentive Award Opportunity

    (1)The values reflect the base salary rate in effect when the awards were granted in January 2024. As discussed on page 44, base salaries were increased effective September 1, 2024. (2)The values reflected in the Summary Compensation Table and the 2024 Grants of Plan-Based Awards table, both shown in "Executive Compensation Tables" beginning on page 56, may differ from these target values due to the fair value determination of the Relative TSR component under the accounting standards.

  59. 2024-2026 Performance Measures and Goals

    2024-2026 Performance Measures and Goals The Performance Shares granted for the performance period are earned based on three performance measures.

  60. Relative TSR (25% Weighting)

    Relative TSR (25% Weighting) Relative TSR performance will be measured based on the Company’s three-year TSR relative to the TSR of the Relative TSR Peer Group, which is comprised of automotive suppliers and other industrial companies. 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 a strong historical stock price correlation to our common stock and is used to assess performance versus peer companies. The portion of the Performance Share award based on the achievement of this metric is capped at the target payout (i.e., 100%) if our TSR is negative for the performance period even if our TSR outperforms that of the Relative TSR Peer Group.

  61. Relative TSR (25% Weighting)

    | 2025 Proxy Statement | | | 49 |

  62. Relative TSR (25% Weighting)

    Consistent with our market median-based pay philosophy, the relative TSR target payout is set at the 50th percentile (“P50”) of the Relative TSR Peer Group. This directly aligns the award payout with relative performance (i.e., P50 pay for P50 TSR) and reflects the most common practice among our Comparator Group and other similarly situated large companies. The design limits payouts to 100% of target in the event our absolute TSR is negative at the end of the three-year performance period. Collectively, these design features reflect our guiding principles of providing market competitive compensation that aligns with the long-term interests of our shareholders. 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. For the 2024-2026 cycle, Cooper-Standard Holdings was replaced with Phinia Inc., a spin off of BorgWarner Inc.'s fuel injection business. Cooper-Standard Holdings was replaced because its relatively small market capitalization made it more susceptible to large TSR fluctuations. The Relative TSR Peer Group for the 2024-2026 cycle is as follows:

  63. Relative TSR (25% Weighting)

    | 2024-2026 Performance Shares – Relative TSR Peer Group | | | | | Adient plc (ADNT) | Continental Aktiengesellschaft (CON) | Gentherm Incorporated (THRM) | Standard Motor Products, Inc. (SMP) | | Allison Transmission Holdings, Inc. (ALSN) | Cummins Inc. (CMI) | LCI Industries (LCII) | TE Connectivity PLC (TEL) | | American Axle & Mfg. Holdings, Inc. (AXL) | Dana Incorporated (DAN) | Magna International Inc. (MGA) | Textron Inc. (TXT) | | Aptiv PLC (APTV) | Eaton Corporation plc (ETN) | Modine Manufacturing Company (MOD) | The Goodyear Tire & Rubber Company (GT) | | Autoliv, Inc. (ALV) | Forvia SE (FRVIA) | PACCAR Inc. (PCAR) | Valeo SA (FR) | | BorgWarner Inc. (BWA) | Gentex Corporation (GNTX) | Phinia Inc. (PHIN) | Visteon Corporation (VC) |

  64. Summary of Outstanding Performance Periods

    Summary of Outstanding Performance Periods Each Performance Share award reflects a three-year performance period resulting in overlapping awards. The potential payout for each Performance Share ranges from 0 to 200 percent of the target opportunity. •For the 2023-2025 Performance Shares, ongoing industry volatility, supply chain disruptions and other macroeconomic conditions made it difficult to set performance goals for all three years prior to the start of the performance period. As a result, one-year Adjusted Annual Pretax Income performance goals were set each November or December for the following year based on the Board-approved budget for that year. ◦The 2023-2025 Performance Shares are tracking slightly above target for Adjusted Annual Pretax Income and Adjusted ROIC Improvement and below target with respect to Relative TSR. •For the 2024-2026 Performance Shares, we returned to the traditional approach of setting all performance goals for the three-year performance period prior to the start of the performance period based on the Board-approved 2024 annual budget and the expectations for 2025 and 2026 set forth in our long-range plan. For the performance period, the Adjusted Pretax Income target goal was set 31.8% higher than the 2023-2025 target goal, and the Adjusted ROIC target goal requires improvement over the performance period. ◦The 2024-2026 Performance Shares are tracking below target for Adjusted Pretax Income and below threshold with respect to both Adjusted ROIC Improvement and Relative TSR. •For the 2025-2027 Performance Shares, we set all performance goals for the three-year performance period in December 2024, prior to the start of the performance period. The Adjusted Pretax Income target goal was set lower than the 2024-2026 target goal given the expected decline in industry production volumes and EV adoption rates in Europe and North America. The chart below reflects the performance period for the three outstanding Performance Share awards as of the filing date of this proxy statement, including the corresponding performance measures and weightings.

  65. Special RSU Awards

    Special RSU Awards In August 2024, the P&C Committee granted special RSU awards to Mr. Cardew, our Senior Vice President and CFO, and to Mr. Orsini, our Executive Vice President and President of our Seating business. The P&C Committee does not typically grant special awards (e.g., the last such grant to a named executive officer was made in 2019 to compensate the officer for equity awards from his prior employer that were forfeited upon joining Lear) and has no plans to grant special awards to any other executive officers. The P&C Committee determined that these special awards were needed for succession planning and to recognize each officer's strong performance. In determining the size of the special RSU awards for Messrs. Cardew and Orsini, the P&C Committee considered the criticality of their roles, the date on which each will become retirement eligible, successor readiness, the size of similar awards made by other companies within the 2024 Comparator Group and expectations for stock price improvement when industry conditions improve. Mr. Cardew, a strategic leader as we navigate highly volatile market conditions and declining automotive volumes, becomes retirement eligible in June 2025. Mr. Cardew received RSUs with a grant date value of $1 million that vest in two equal installments on December 31, 2026 and December 31, 2027, subject to his continued employment with us. Mr. Orsini, who has been integral in leading our largest business unit and expanding its capabilities, efficiencies and innovations, becomes retirement eligible in April 2027. Mr. Orsini received RSUs with a grant date value of $2 million that vest in three equal installments on the third, fourth and fifth anniversaries of grant (in August 2027, 2028 and 2029), subject to his continued employment with us. Unlike our annual equity awards, these awards do not contain retirement vesting provisions, to reinforce retention.

  66. Career Shares

    Career Shares Each November, the P&C Committee grants 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 20, 2024, the P&C Committee approved grants of Career Shares to our NEOs, in the amounts reported in the Summary Compensation Table on page 56 and the 2024 Grants of Plan-Based Awards table on page 59, 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 six 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 or termination for Cause before achievement of retirement eligibility.

  67. 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's equity award policy 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 or event date specifically identified in such approval. We currently do not grant stock options or stock appreciation rights, but if such awards were to be granted, the exercise price would not be less than 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 CEO must report to the P&C Committee at least annually on the exercise of his authority under this delegation. The aggregate award pool for awards to non-executive officers is approved by the P&C Committee.

  68. 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 66, 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-

  69. Employment Agreements/Termination/Change in Control Benefits

    | 52 | | | LEAR CORPORATION |

  70. Employment Agreements/Termination/Change in Control Benefits

    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 believes 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 within two years 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.

  71. Accounting Treatment

    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.

  72. EXECUTIVE COMPENSATION TABLES

    | Summary Compensation Table | | | | | | | | | | Year | Salary ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total Compensation ($) | | Raymond E. Scott(1) President and CEO | | | | | | | | | | 2024 | 1,323,333 | — | 13,263,959 | — | 1,950,880 | 44,310 | 859,053 | 17,441,535 | | 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 | | Jason M. Cardew(1) Senior Vice President and Chief Financial Officer | | | | | | | | | | 2024 | 860,000 | — | 4,891,937 | — | 783,200 | — | 393,719 | 6,928,856 | | 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 | | Frank C. Orsini(1) Executive Vice President and President, Seating | | | | | | | | | | 2024 | 866,667 | — | 5,891,903 | — | 801,000 | — | 403,840 | 7,963,410 | | 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 | | Carl A. Esposito(1) Senior Vice President, IDEA by Lear | | | | | | | | | | 2024 | 733,458 | — | 2,547,694 | — | 601,050 | — | 240,310 | 4,122,512 | | 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 | | Harry A. Kemp(1) Senior Vice President and Chief Administrative Officer | | | | | | | | | | 2024 | 716,667 | — | 2,135,742 | — | 600,750 | — | 213,263 | 3,666,422 | | 2023 | 700,000 | — | 2,147,667 | — | 1,071,000 | — | 181,464 | 4,100,131 | | Alicia J. Davis(1) Senior Vice President and Chief Strategy Officer | | | | | | | | | | 2024 | 560,000 | — | 1,652,598 | — | 412,960 | — | 192,704 | 2,818,262 |

  73. Salaried Retirement Restoration Program ("SRRP")

    | 2024 Grants of Plan-Based Awards | | | | | | | | | | | | | | | | | Estimated Future 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 (#) | Grant Date Value of Stock Awards(2) ($) | | Name | Type of Award | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Raymond E. Scott | Annual Incentive Award | — | 11/13/2023 | $1,096,000 | $2,192,000 | $4,384,000 | | | | | | | | Performance Share Award(3) | 1/2/2024 | 11/13/2023 | | | | 31,182 | 62,363 | 124,726 | | $9,556,472 | | | RSU Award(4) | 1/2/2024 | 11/13/2023 | | | | | | | 20,153 | $2,857,494 | | | RSU Award (Career Shares)(6) | 11/20/2024 | 11/20/2024 | | | | | | | 9,085 | $849,993 | | Jason M. Cardew | Annual Incentive Award | — | 11/13/2023 | $440,000 | $880,000 | $1,760,000 | | | | | | | | Performance Share Award(3) | 1/2/2024 | 11/13/2023 | | | | 8,393 | 16,785 | 33,570 | | $2,572,122 | | | RSU Award(4) | 1/2/2024 | 11/13/2023 | | | | | | | 7,193 | $1,019,895 | | | Special RSU Award(5) | 8/14/2024 | 8/14/2024 | | | | | | | 9,084 | $999,967 | | | RSU Award (Career Shares)(6) | 11/20/2024 | 11/20/2024 | | | | | | | 3,206 | $299,953 | | Frank C. Orsini | Annual Incentive Award | — | 11/13/2023 | $450,000 | $900,000 | $1,800,000 | | | | | | | | Performance Share Award(3) | 1/2/2024 | 11/13/2023 | | | | 8,393 | 16,785 | 33,570 | | $2,572,122 | | | RSU Award(4) | 1/2/2024 | 11/13/2023 | | | | | | | 7,193 | $1,019,895 | | | Special RSU Award(5) | 8/14/2024 | 8/14/2024 | | | | | | | 18,168 | $1,999,933 | | | RSU Award (Career Shares)(6) | 11/20/2024 | 11/20/2024 | | | | | | | 3,206 | $299,953 | | Carl A. Esposito | Annual Incentive Award | — | 11/13/2023 | $337,669 | $675,338 | $1,350,675 | | | | | | | | Performance Share Award(3) | 1/2/2024 | 11/13/2023 | | | | 5,369 | 10,737 | 21,474 | | $1,645,326 | | | RSU Award(4) | 1/2/2024 | 11/13/2023 | | | | | | | 4,601 | $652,376 | | | RSU Award (Career Shares)(6) | 11/20/2024 | 11/20/2024 | | | | | | | 2,672 | $249,992 | | Harry A. Kemp | Annual Incentive Award | — | 11/13/2023 | $337,500 | $675,000 | $1,350,000 | | | | | | | | Performance Share Award(3) | 1/2/2024 | 11/13/2023 | | | | 4,406 | 8,812 | 17,624 | | $1,350,351 | | | RSU Award(4) | 1/2/2024 | 11/13/2023 | | | | | | | 3,776 | $535,399 | | | RSU Award (Career Shares)(6) | 11/20/2024 | 11/20/2024 | | | | | | | 2,672 | $249,992 | | Alicia J. Davis | Annual Incentive Award | — | 11/13/2023 | $232,000 | $464,000 | $928,000 | | | | | | | | Performance Share Award(3) | 1/2/2024 | 11/13/2023 | | | | 3,394 | 6,788 | 13,576 | | $1,040,193 | | | RSU Award(4) | 1/2/2024 | 11/13/2023 | | | | | | | 2,909 | $412,467 | | | RSU Award (Career Shares)(6) | 11/20/2024 | 11/20/2024 | | | | | | | 2,137 | $199,938 |

  74. Career Shares

    | Outstanding Equity Awards at December 31, 2024 | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Number of Shares Underlying Unexercised Options Exercisable (#) | Number of Shares Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(3) (#) | Market Value of Shares or Units of Stock That Have Not Vested(4) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(5) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) ($) | | Raymond E. Scott | 47,552 | — | 157.44 | 1/4/2031(1) | 78,515 | 7,875,920 | 202,865 | 20,342,563 | | | 55,409 | — | 140.09 | 1/2/2030(2) | | | | | | Jason M. Cardew | 11,888 | — | 157.44 | 1/4/2031(1) | 35,821 | 3,550,220 | 54,601 | 5,475,189 | | | 12,468 | — | 140.09 | 1/2/2030(2) | | | | | | Frank C. Orsini | 13,587 | — | 157.44 | 1/4/2031(1) | 44,905 | 4,424,620 | 54,601 | 5,475,189 | | | 15,832 | — | 140.09 | 1/2/2030(2) | | | | | | Carl A. Esposito | 9,935 | — | 157.44 | 1/4/2031(1) | 18,708 | 1,871,615 | 33,315 | 3,338,992 | | | 11,577 | — | 140.09 | 1/2/2030(2) | | | | | | Harry A. Kemp | — | — | — | — | 14,763 | 1,466,228 | 28,664 | 2,874,320 | | Alicia J. Davis | — | — | — | — | 10,674 | 1,058,168 | 22,080 | 2,214,101 |

  75. Career Shares

    | 2024 Options Exercised and Stock Vested |

  76. Career Shares

    | 2024 Pension Benefits | | | | | | | Name | Plan Name | Number of Years Credited Service (#) | Number of Years of Vesting Service(1) (#) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year ($) | | Raymond E. Scott | Pension Plan (tax-qualified plan) | 18.4 | 36.4 | 482,992 | — | | | Pension Equalization Program | 18.4 | 36.4 | 568,169 | — | | | Salaried Retirement Restoration Program (Pension Make Up Account) | 18.4 | 36.4 | 368,419 | — | | Jason M. Cardew | Pension Plan (tax-qualified plan) | 14.5 | 32.5 | 266,157 | — | | | Pension Equalization Program | 14.5 | 32.5 | 5,624 | — | | | Salaried Retirement Restoration Program (Pension Make Up Account) | 14.5 | 32.5 | 18,900 | — | | Frank C. Orsini | Pension Plan (tax-qualified plan) | 12.7 | 30.7 | 226,772 | — | | | Pension Equalization Program | 12.7 | 30.7 | 78,807 | — | | | Salaried Retirement Restoration Program (Pension Make Up Account) | 12.7 | 30.7 | 100,808 | — | | Carl A. Esposito | N/A(3) | — | — | — | — | | Harry A. Kemp | N/A(3) | — | — | — | — | | Alicia J. Davis | N/A(3) | — | — | — | — |

  77. Qualified Pension Plan

    Qualified Pension Plan The NEOs (and other eligible employees), other than Messrs. Esposito and Kemp and Ms. Davis, participate in the Lear Corporation Pension Plan (the “Pension Plan”), which was frozen with respect to any new benefits as of December 31, 2006. The Pension Plan is intended to be a qualified pension plan under the Internal Revenue Code, and its benefits are integrated with Social Security benefits. In general, an eligible employee became a participant on July 1st or January 1st after completing one year of service (as defined in the plan). Benefits are funded by employer contributions that are determined under accepted actuarial principles and the Internal Revenue Code. The Company may make contributions in excess of any minimum funding requirements when the Company believes it is financially advantageous to do so and based on its other capital requirements and other considerations. The Pension Plan contains multiple benefit formulas. Under the principal formula, applicable to all participating NEOs, pension benefits are based on “final average pay,” which is the average of the participant’s compensation as of December 31, 2006, for the five calendar years in the last ten years of employment prior to the freeze of the Pension Plan in which the participant had the highest earnings. Compensation is generally defined under the plan to mean (i) all cash compensation reported for federal income tax purposes other than long-term incentive bonuses, and (ii) any elective contributions that are not includable in gross income under Internal Revenue Code Section 125 or 401(k). A participant’s annual retirement benefit, payable as a life annuity at age 65, equals the greater of: •(a) 1.10% times final average annual earnings times years of credited service before 1997 (to a maximum of 35 years) plus (b) 1.00% times final average annual earnings times years of credited service after 1996 (with a maximum of 35 years reduced by years of credited service before 1997) plus (c) 0.65% times final average annual earnings in excess of covered compensation (as defined in IRS Notice 89-70) times years of credited service (with a maximum of 35 years); and •$360.00 times years of credited service.

  78. Qualified Pension Plan

    | 2025 Proxy Statement | | | 63 |

  79. Qualified Pension Plan

    Mr. Scott is currently eligible for early retirement under the Pension Plan. A participant who has attained age 55 and has at least 10 years of service is eligible for early retirement and may commence receipt of his or her annual retirement benefit (calculated in accordance with the above) prior to reaching age 65, but such benefit will be actuarially reduced to account for early commencement. The benefits under the Pension Plan became vested once the participant accrued five years of vesting service under the plan. Service performed after December 31, 2006, continued to count towards vesting credit even though no additional benefits accrued under the plan after that date. All Pension Plan participants are 100% vested.

  80. Salaried Retirement Restoration Program

    | 2024 Nonqualified Deferred Compensation | | | | | | | | Name | Plan Name | Executive Contributions in Last FY ($) | Company Contributions in Last FY(1) ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(3)(4)(5) ($) | | Raymond E. Scott | Salaried Retirement Restoration Program | 291,560 | 749,046 | 1,214,166 | — | 11,140,263 | | | Vested Career Shares | — | 439,251 | (1,877,417) | — | 5,511,643 | | Jason M. Cardew | Salaried Retirement Restoration Program | 138,300 | 327,581 | 568,785 | — | 4,275,701 | | | Vested Career Shares | — | 146,381 | (731,783) | — | 2,129,143 | | Frank C. Orsini | Salaried Retirement Restoration Program | 138,700 | 328,681 | 714,934 | — | 5,875,915 | | | Vested Career Shares | — | 146,381 | (1,042,470) | — | 2,974,193 | | Carl A. Esposito | Salaried Retirement Restoration Program | 812,846 | 185,552 | 700,886 | — | 6,405,724 | | | Vested Career Shares | — | 146,381 | (278,049) | — | 852,194 | | Harry A. Kemp | Salaried Retirement Restoration Program | 43,000 | 146,565 | 149,191 | — | 1,607,182 | | | Vested Career Shares | — | 117,126 | (202,688) | — | 632,444 | | Alicia J. Davis | Salaried Retirement Restoration Program | 78,480 | 115,560 | 66,803 | — | 771,335 | | | Vested Career Shares | — | 117,126 | (202,688) | — | 632,444 |

  81. 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, 2024. Values of accelerated equity awards are based on the closing price of the Company's common stock on the last trading day in 2024, which was $94.70. 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 2024 Pension Benefits table and the 2024 Nonqualified Deferred Compensation table above.

  82. 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 | 7,124,000 | 88,672 | 21,099,363 | 28,312,035 | | Involuntary Termination without Cause (or for Good Reason) | 7,124,000 | 88,672 | 13,789,469 | 21,002,141 | | Retirement(3) | — | 50,250 | 13,789,469 | 13,839,719 | | Voluntary Termination (or Involuntary Termination for Cause) | — | — | — | — | | Disability(4) | — | 50,250 | 14,656,816 | 14,707,066 | | Death(5) | — | — | 14,656,816 | 14,656,816 | | Jason M. Cardew | | | | | | Involuntary Termination without Cause (or for Good Reason) With Change in Control | 3,520,000 | 35,225 | 7,109,306 | 10,664,531 | | Involuntary Termination without Cause (or for Good Reason) | 3,520,000 | 35,225 | 4,486,286 | 8,041,511 | | Retirement | N/A | N/A | N/A | N/A | | Voluntary Termination (or Involuntary Termination for Cause) | — | — | — | — | | Disability or Death(5) | — | — | 5,375,297 | 5,375,297 | | Frank C. Orsini | | | | | | Involuntary Termination without Cause (or for Good Reason) With Change in Control | 3,600,000 | 35,225 | 7,983,706 | 11,618,931 | | Involuntary Termination without Cause (or for Good Reason) | 3,600,000 | 35,225 | 4,777,753 | 8,412,978 | | Retirement | N/A | N/A | N/A | N/A | | Voluntary Termination (or Involuntary Termination for Cause) | — | — | — | — | | Disability or Death(5) | — | — | 6,249,696 | 6,249,696 | | Carl A. Esposito | | | | | | Involuntary Termination without Cause (or for Good Reason) With Change in Control | 2,851,425 | 38,422 | 4,066,597 | 6,956,444 | | Involuntary Termination without Cause (or for Good Reason) | 2,851,425 | 38,422 | 2,729,521 | 5,619,368 | | Retirement | N/A | N/A | N/A | N/A | | Voluntary Termination (or Involuntary Termination for Cause) | — | — | — | — | | Disability or Death(5) | — | — | 2,984,617 | 2,984,617 | | Harry A. Kemp | | | | | | Involuntary Termination without Cause (or for Good Reason) With Change in Control | 2,850,000 | 33,946 | 3,334,670 | 6,218,616 | | Involuntary Termination without Cause (or for Good Reason) | 2,850,000 | 33,946 | 2,169,250 | 5,053,196 | | Retirement | N/A | N/A | N/A | N/A | | Voluntary Termination (or Involuntary Termination for Cause) | — | — | — | — | | Disability or Death(5) | — | — | 2,424,347 | 2,424,347 | | Alicia J. Davis | | | | | | Involuntary Termination without Cause (or for Good Reason) With Change in Control | 2,088,000 | 35,225 | 2,497,439 | 4,620,664 | | Involuntary Termination without Cause (or for Good Reason) | 2,088,000 | 35,225 | 1,592,189 | 3,715,414 | | Retirement | N/A | N/A | N/A | N/A | | Voluntary Termination (or Involuntary Termination for Cause) | — | — | — | — | | Disability or Death(5) | — | — | 1,796,209 | 1,796,209 |

  83. Potential Payments Upon Termination or Change in Control

    | 66 | | | LEAR CORPORATION |

  84. 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. In addition to the amounts shown in the table, the executive would receive any accrued salary, bonus and all other amounts to which he or she is entitled under the terms of any compensation or benefit plans of the Company upon termination for any reason and would receive the 2024 AIP payment in the event of termination without “cause” or for “good reason” since the table assumes a December 31, 2024 termination date. (2)Consists of continuation of health insurance, life insurance premium, imputed income amounts, and for Mr. Scott who is retirement eligible, the present value of expected future payments under the Executive Retiree Health Reimbursement Account Plan assuming a 5.5% discount rate, 18 years of expected payments and reimbursement of 50% of the available benefit. (3)As of December 31, 2024, 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)As of December 31, 2024, Mr. Scott is retirement-eligible, and therefore, qualifies for coverage under the Executive Retiree Health Reimbursement Account Plan if his termination of service were due to disability. (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 and Ms. Davis do not participate in the Pension Plan, and as such, are not eligible for such death benefits.

  85. Termination or Change in Control

    Termination or Change in Control Payments and benefits to an 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.

  86. 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 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 or is terminated without "cause" or for "good reason" after having become retirement eligible, the underlying shares of common stock for 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/termination. 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) death, (ii) disability or (iii) involuntary or “good reason” termination of employment within 24 months following a

  87. Treatment of Career Shares

    | 68 | | | LEAR CORPORATION |

  88. Treatment of Career Shares

    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.

  89. 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 173,700 employees, with 10,400 employees located in the United States and 163,300 employees located in countries outside of the United States. We identified the median employee in 2023 and used the same median employee to calculate the CEO pay ratio for 2024, as permitted by SEC rules, because there were no changes to our employee population or compensation arrangements that would significantly change our pay ratio disclosure. To identify the median employee in 2023, we used the following methodology: •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 2024 CEO Pay Ratio using the same employee as was used in 2023 based on the following: •The median of the annual total compensation of all employees, excluding the CEO, was $10,606; and •The annual total compensation of our CEO was $17,441,535. Based on this information, for 2024, our CEO’s annual total compensation was approximately 1,645 times that of the annual total compensation of the median employee. The majority of Mr. Scott's 2024 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 ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies to

  90. CEO Pay Ratio

    | 2025 Proxy Statement | | | 69 |

  91. CEO Pay Ratio

    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.

  92. 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.

  93. Pay Versus Performance Table

    Pay Versus Performance Table Our long-term incentive 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; •Changes in expected performance year-over-year (to a lesser extent); and •Stock price 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 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. The difference between SCT and CAP total compensation reflects differences in the value assigned to equity awards under each calculation as described below:

  94. Pay Versus Performance Table

    | 70 | | | LEAR CORPORATION |

  95. 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. Prior 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 |

  96. 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 years.

  97. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on(4): | | | | | Year(1) | SCT Total for CEO ($) | CAP to CEO(2) ($) | Average SCT Total for non-CEO NEOs(3) ($) | Average CAP to non-CEO NEOs(2) ($) | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(4)(5) ($) | Net Income ($) in millions | Adjusted Operating Income(6) ($) in millions | | 2024 | 17,441,535 | 3,762,974 | 5,099,892 | 1,275,429 | 75 | 72 | 507 | 1,091 | | 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 |

  98. Pay Versus Performance Table

    (1) Mr. Scott served as the CEO for each year in the table, and Messrs. Cardew, Orsini and Esposito served as non-CEO NEOs for each year in the table. Mr. Kemp served as a non-CEO NEO for 2023 and 2024, Ms. Davis served as a non-CEO NEO for 2024 and Mr. DiDonato, who retired in 2023, served as a non-CEO NEO for 2020, 2021 and 2022. (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, 2024. 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 2024, 2023, 2022, 2021 and 2020, this column reflects the five-year, four-year, three-year, two-year and one-year Peer Group Cumulative TSR, respectively, of our 2024 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. (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 2024 and the “Compensation Discussion and Analysis” in our 2023, 2022, 2021 and 2020 proxy statements for descriptions of how this measure was determined in 2023, 2022, 2021 and 2020, respectively. Adjusted Operating Income is a Non-GAAP financial measure. See pages 43 and 47 and Appendix A "Reconciliation of Non-GAAP Financial Measures" on page 90 for more information on this financial measure and how it is used.

  99. Pay Versus Performance Table

    | 2025 Proxy Statement | | | 71 |

  100. 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:

  101. 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 ($) | | 2024 | CEO | 17,441,535 | (44,310) | (13,263,959) | 7,670,699 | (4,988,058) | (3,052,932) | 3,762,974 | | | Non-CEO NEO | 5,099,892 | — | (3,423,975) | 2,207,171 | (2,088,040) | (519,618) | 1,275,429 | | 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) | 530,130 | | 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 |

  102. 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 five-year cumulative period, reflect how the awarded compensation can fluctuate year-over-year, largely as a result of the measurement date 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 the measurement date 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:

  103. Pay Versus Performance Table

    | Year | Stock Price Low ($) | Stock Price High ($) | Stock Price at Year-End ($) | | 2024 | 92.95 | 146.07 | 94.70 | | 2023 | 118.96 | 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 |

  104. 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 by the expected performance results which may vary from year to year and from actual performance at the completion of the performance periods.

  105. Pay Versus Performance Table

    | 72 | | | LEAR CORPORATION |