XML 41 R2.htm IDEA: XBRL DOCUMENT v3.24.1
Pay vs Performance Disclosure
number in Millions
12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Value of Initial Fixed
$100 Investment Based on(4):
Year(1)
(a)
SCT Total for
 CEO
($)
(b)
CAP to
 CEO(2)
($)
(c)
Average
 SCT Total
for non-CEO
 NEOs(3)
($)
(d)
Average
 CAP to
non-CEO
 NEOs(2)
($)
(e)
Total
 Shareholder
 Return(4)
($)
(f)
Peer Group Total
 Shareholder
 Return(4)(5)
($)
(g)
Net Income
($) in millions
 (h)
Adjusted
 Operating
 Income(6)
($) in millions
 (i)
202318,891,372 25,295,686 5,368,345 7,211,982 110 95 573 1,115 
202215,376,344 4,822,793 4,550,657 530,131 94 86 328 886 
202113,306,375 23,444,040 4,073,394 6,711,337 136 128 374 958 
202014,714,769 16,162,189 4,507,854 5,697,177 117 117 159 614 
     
Company Selected Measure Name Adjusted Operating Income      
Named Executive Officers, Footnote Mr. Scott served as CEO and Messrs. Cardew, Orsini, Esposito and Kemp served as non-CEO NEOs for 2023. Mr. Scott served as CEO and Messrs. Cardew, Orsini, DiDonato and Esposito served as non-CEO NEOs for 2022, 2021 and 2020. Mr. DiDonato retired in 2023.      
Peer Group Issuers, Footnote Our PVP Peer Group is the same peer group used in the Performance Graph for purposes of Item 201(e)(1)(ii) of Regulation S-K in our Annual Report on Form 10-K (“10-K Peer Group”). Our 10-K Peer Group was selected because we do not believe that there is a single published industry or line of business index that is appropriate for comparing total shareholder returns. As a result, our selected 10-K Peer Group is comprised of representative independent automotive suppliers whose common stock is publicly traded. For 2023, 2022, 2021 and 2020, column (g) reflects the four-year, three-year, two-year and one-year Peer Group Cumulative TSR, respectively, of our 2023 10-K Peer Group, which is comprised of the following companies: Adient plc, American Axle & Manufacturing Holdings Inc., Aptiv PLC, Autoliv, Inc., BorgWarner Inc., Continental AG, Dana Incorporated, Forvia SE (formerly known as Faurecia SE), Gentex Corporation, Gentherm Incorporated, Magna International Inc., Valeo and Visteon Corporation. Cooper-Standard Holdings Inc. was included in our 2022 peer group but was removed in 2023 as it no longer met our defined criteria or provided a meaningful comparison of stock performance vs. other automotive suppliers. The 2023, 2022, 2021 and 2020 Peer Group Cumulative TSR would have been $95, $85, $128 and $117, respectively, if Cooper- Standard would have been included.      
PEO Total Compensation Amount $ 18,891,372 $ 15,376,344 $ 13,306,375 $ 14,714,769
PEO Actually Paid Compensation Amount   4,822,793 23,444,040 16,162,189
Adjustment To PEO Compensation, Footnote 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:
Pension Valuation Adjustments
Equity Award Adjustments(2)
YearExecutive(s)
Reported SCT Total
($)
Deduct Change in Pension Value
($)(1)
Deduct Stock Awards
($)
Add Year-End Value of Unvested Equity Awards Granted in Year
($)
Change in Value of Unvested Equity Awards Granted in Prior Years
($)
Change in Value of Equity Awards Granted in Prior Years Which Vested in Year
($)
CAP Total
($)
2023
CEO
18,891,372 (41,649)(13,349,215)17,035,840 1,363,813 1,395,525 25,295,686 
Non-CEO NEO
5,368,345 (16,970)(3,096,481)3,904,657 670,357 382,074 7,211,982 
2022CEO15,376,344 — (11,118,747)7,283,518 (3,867,535)(2,850,787)4,822,793 
Non-CEO NEO
4,550,657 — (2,631,326)1,730,867 (2,238,827)(881,241)530,131 
2021CEO13,306,375 — (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 
2020CEO14,714,769 (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 
(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.
     
Non-PEO NEO Average Total Compensation Amount $ 5,368,345 4,550,657 4,073,394 4,507,854
Non-PEO NEO Average Compensation Actually Paid Amount   530,131 6,711,337 5,697,177
Adjustment to Non-PEO NEO Compensation Footnote 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:
Pension Valuation Adjustments
Equity Award Adjustments(2)
YearExecutive(s)
Reported SCT Total
($)
Deduct Change in Pension Value
($)(1)
Deduct Stock Awards
($)
Add Year-End Value of Unvested Equity Awards Granted in Year
($)
Change in Value of Unvested Equity Awards Granted in Prior Years
($)
Change in Value of Equity Awards Granted in Prior Years Which Vested in Year
($)
CAP Total
($)
2023
CEO
18,891,372 (41,649)(13,349,215)17,035,840 1,363,813 1,395,525 25,295,686 
Non-CEO NEO
5,368,345 (16,970)(3,096,481)3,904,657 670,357 382,074 7,211,982 
2022CEO15,376,344 — (11,118,747)7,283,518 (3,867,535)(2,850,787)4,822,793 
Non-CEO NEO
4,550,657 — (2,631,326)1,730,867 (2,238,827)(881,241)530,131 
2021CEO13,306,375 — (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 
2020CEO14,714,769 (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 
(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.
     
Compensation Actually Paid vs. Total Shareholder Return
-16143
     
Compensation Actually Paid vs. Net Income
-17240
     
Compensation Actually Paid vs. Company Selected Measure
18094
     
Total Shareholder Return Vs Peer Group
-16143
     
Tabular List, Table
Most Important Measures Used to Determine 2023 CAP
The four items listed below represent the most important measures used to determine CAP for 2023. While we utilize several financial performance measures to align executive compensation with Lear’s performance, not all of those measures are represented in the table below. For further information on these measures, see the “Compensation Discussion and Analysis” on page 31.
Most Important Performance Measures
Adjusted Operating Income*
Adjusted Pretax Income*
Free Cash Flow*
Adjusted ROIC Improvement*
     
Total Shareholder Return Amount $ 110 94 136 117
Peer Group Total Shareholder Return Amount 95 86 128 117
Net Income (Loss) $ 573,000,000 $ 328,000,000 $ 374,000,000 $ 159,000,000
Company Selected Measure Amount 1,115 886 958 614
PEO Name Mr. Scott      
Additional 402(v) Disclosure Represents CAP for our CEO and Average CAP for our non-CEO NEOs as a group, as determined in accordance with Item 402(v) of Regulation S-K, and does not reflect the compensation ultimately earned or realized by our CEO or non-CEO NEOs.
(3) Reflects the average SCT total of our non-CEO NEOs (determined as set forth below).
(4) Reflects our Cumulative TSR and our Peer Group Cumulative TSR for each measurement period from December 31, 2019 through December 31, 2023. Dividends are assumed to be reinvested, and the returns of each company in our PVP Peer Group are weighted to reflect relative stock market capitalization. Results assume that $100 was invested on December 31, 2019, in each of our common stock and the stocks comprising our PVP Peer Group.
     
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted Operating Income*      
Non-GAAP Measure Description Adjusted Operating Income is a performance measure in the AIP and highly correlated to the other financial measures used in the annual and long-term incentive plans. See the “Compensation Discussion and Analysis” above for a description of how this measure was determined in 2023 and the “Compensation Discussion and Analysis” in our 2022, 2021 and 2020 proxy statements for descriptions of how this measure was determined in 2022, 2021 and 2020, respectively. Adjusted Operating Income is a Non-GAAP financial measure. See pages 42 and 45 and Appendix A "Reconciliation of Non-GAAP Financial Measures" on page 90 for more information on this financial measure and how it is used.      
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted Pretax Income*      
Measure:: 3        
Pay vs Performance Disclosure        
Name Free Cash Flow*      
Measure:: 4        
Pay vs Performance Disclosure        
Name Adjusted ROIC Improvement*      
Stock Price Low [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 118.93 $ 119.69 $ 146.17 $ 70.00
Stock Price High [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 155.51 192.81 203.13 164.99
Stock Price at Year End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 141.21 124.02 182.95 159.03
PEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 25,295,686 4,822,793 23,444,040 16,162,189
PEO | Change In Pension Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (41,649) 0 0 (366,594)
PEO | Stock Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (13,349,215) (11,118,747) (9,737,072) (11,700,831)
PEO | Year End Value Of Unvested Equity Awards Granted In Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 17,035,840 7,283,518 12,089,428 14,420,251
PEO | Change In Value Of Unvested Equity Awards Granted In Prior Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,363,813 (3,867,535) 1,757,058 126,205
PEO | Change In Value Of Equity Awards Granted In Prior Years Which Vested In Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,395,525 (2,850,787) 6,028,251 (1,031,611)
Non-PEO NEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 7,211,982 530,131 6,711,337 5,697,177
Non-PEO NEO | Change In Pension Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (16,970) 0 0 (65,707)
Non-PEO NEO | Stock Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (3,096,481) (2,631,326) (2,431,458) (3,194,013)
Non-PEO NEO | Year End Value Of Unvested Equity Awards Granted In Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,904,657 1,730,867 3,009,472 3,909,610
Non-PEO NEO | Change In Value Of Unvested Equity Awards Granted In Prior Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 670,357 (2,238,827) 1,110,158 506,184
Non-PEO NEO | Change In Value Of Equity Awards Granted In Prior Years Which Vested In Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 382,074 $ (881,241) $ 949,771 $ 33,249