LEAR CORP (LEA)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
LEAR CORP · Meeting: May 14, 2026
Directors FOR
2
Directors AGAINST
9
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Director Nominees Named in this Proxy Statement
Against Analysis
Foster has served on the board since 2009, giving him full accountability for the company's stock performance over the measurement period. Lear's shares fell about 6% over the past three years while the company's own peer group of competitors rose nearly 44% on average — a gap of more than 50 percentage points, well above the 20-point threshold our policy requires for a vote against. The five-year picture is even worse (Lear down 27% vs peers up 54%), so the longer track record does not provide any relief, and a vote against is warranted.
Halverson joined in June 2020, which is more than 24 months ago and means his tenure fully covers the three-year measurement window. Lear's stock badly trailed its peer group over both three and five years, and the gaps far exceed our policy thresholds. The five-year check does not soften the conclusion because underperformance is just as severe over the longer period, so a vote against is warranted.
Jepsen has served since 2016 and bears full responsibility for the performance period. The same severe three- and five-year gaps versus the peer group that apply to other long-tenured directors apply here, and a vote against is warranted.
Krone joined in November 2020, more than 24 months ago, so his tenure fully covers the measurement window. Lear's stock performance has badly lagged its peers over both three and five years, and the five-year check confirms this is not a transient trough, so a vote against is warranted.
Lewis joined in November 2020, well outside the 24-month exemption window, so her tenure fully overlaps with both the three- and five-year underperformance periods. The peer-group gaps are large in both windows, confirming sustained underperformance, and a vote against is warranted.
Ligocki has served since 2012 and has full accountability for the measurement period. Lear's stock badly underperformed its peer group over both three and five years, far exceeding our policy thresholds, so a vote against is warranted.
Mallett has been a director since 2002 and bears full responsibility for the performance period. The same severe peer-group gaps that apply to other long-tenured directors apply here, confirmed over both three and five years, so a vote against is warranted.
Scott has served as CEO and director since 2018, giving him full tenure overlap with both measurement windows. Our policy explicitly applies the stock performance trigger to executive directors in the same way it applies to all others, independent of the say-on-pay vote. Lear's stock has badly trailed its peer group over both three and five years, and the five-year check confirms this is sustained underperformance rather than a temporary trough, so a vote against is warranted.
Smith has served since 2009 and as Non-Executive Chairman since 2020, bearing significant governance accountability for the full measurement period. Lear's stock severely lagged its peers over both three and five years, and the five-year check does not provide any relief because the underperformance is sustained and even deeper over the longer window, so a vote against is warranted.
For Analysis
Blissett joined the board in February 2025 (less than 24 months ago), so he is exempt from the stock performance trigger under our policy, and no other concerns apply.
Lache joined the board in August 2024 — less than 24 months before the filing date — and is therefore exempt from the stock performance trigger under our policy; no other concerns apply.
The board's stock performance trigger fires for all directors with more than 24 months of tenure. Lear's shares fell roughly 6% over the past three years while the company's own peer group rose nearly 44% — a gap of about 50 percentage points, far above the 20-point policy threshold for companies with negative absolute returns. The five-year picture (Lear down 27% vs peers up 54%) confirms this is sustained underperformance, so the five-year mitigant does not apply. Two newer directors — Blissett (joined February 2025) and Lache (joined August 2024) — are exempt under the 24-month new-director rule and receive a FOR vote. All nine remaining nominees, including CEO Scott, receive an AGAINST vote.
Say on Pay
✓ FORCEO
Raymond E. Scott
Total Comp
$18,889,998
Prior Support
98.2%%
CEO Raymond Scott's total pay of approximately $18.9 million is within a reasonable range for a CEO of a large global industrial company with roughly $6 billion in market cap and $23 billion in revenue, and prior shareholder support was an overwhelming 98.2%, signaling no broad concern. The pay structure is heavily weighted toward variable, performance-linked compensation — 92% of the CEO's pay is at risk, with 74% in long-term equity — which satisfies our pay-mix requirement, and the incentive plan uses meaningful financial and relative TSR metrics with pre-set goals. Although Lear's stock has lagged its peer group, the incentive plan's Relative TSR component did partially reflect that underperformance (paying out at 70% of target for the 2023-2025 cycle), showing the program does impose some pay-for-performance discipline, and the overall structure meets our policy standards.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$14,433,000
Non-Audit Fees
$3,052,000
Non-audit fees (tax fees of $3,003,000 plus other fees of $49,000, totaling $3,052,000) represent about 21% of audit and audit-related fees ($14,178,000 plus $255,000, totaling $14,433,000), which is well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the filing, so our policy requires a FOR vote on tenure grounds. Ernst & Young is a Big 4 firm, fully appropriate for a company of Lear's size and complexity.
Overall Assessment
The 2026 Lear annual meeting presents a mixed ballot: the say-on-pay and auditor proposals both pass our policy screens and receive FOR votes, but the director election is a significant governance concern because Lear's stock has severely underperformed its own peer group over both three and five years (roughly 50 and 81 percentage points behind, respectively), triggering AGAINST votes for nine of eleven nominees — including the CEO — with only the two directors who joined within the past 24 months receiving FOR votes. Shareholders should note that this performance gap is the dominant governance issue at this meeting.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing