Bradley M. Halverson
LEARAbout Bradley M. Halverson
Independent director of Lear Corporation since 2020; age 64. Former Group President and CFO of Caterpillar Inc., bringing deep finance, audit, and large‑enterprise operating experience. The Board has determined he is independent under NYSE standards, and he is considered an audit committee financial expert. Attendance met governance expectations (≥75% of Board/committee meetings) and he attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar Inc. | Group President and Chief Financial Officer | — | Senior finance leadership and large enterprise oversight (as cited by Lear for director credentials) |
External Roles
- Not disclosed in Lear’s 2025 proxy; no additional public company directorships listed in the document.
Board Governance
- Committee assignments: Audit Committee Chair; People & Compensation (P&C) Committee member.
- Independence: Affirmatively determined independent by the Board; only the CEO (Scott) is not independent.
- Attendance and engagement: Board met 9 times in 2024; Audit 9; P&C 8; all directors attended at least 75% of Board/committee meetings and attended the 2024 annual meeting. Independent directors held regular executive sessions.
- Term/retirement/overboarding guardrails: Annual elections; mandatory retirement age 75; non‑employee directors capped at ≤3 other public company boards; CEO capped at ≤1.
- Audit oversight: As Audit Chair, Halverson leads pre‑approval of audit/non‑audit services, independence oversight, and partner rotation discussions with EY; all Audit members deemed “financially literate” and “audit committee financial experts.”
Fixed Compensation
| Component | 2024 Plan Terms | 2024 Amount (Halverson) |
|---|---|---|
| Annual cash retainer | $135,000 cash retainer (effective May 16, 2024 after $20,000 increase) | $133,333 (fees earned or paid in cash) |
| Committee Chair fee | Audit Chair: +$30,000 | Included in fees (aggregate figure) |
| Meeting fees | None (unless >12 Board meetings/year: $1,500 per excess meeting) | $0 (none disclosed) |
| Equity retainer (RSUs) | ~$175,000 grant; vests at earlier of 1-year anniversary or next annual meeting ≥50 weeks later | $174,893 (grant date fair value) |
| Total | — | $308,226 (cash + stock awards) |
Deferrals: Directors may defer all/part of cash retainer and/or RSUs into notional accounts; RSUs paid in common stock at distribution per election. No deferral election disclosed for Halverson.
Performance Compensation
| Equity Award | Grant Date | Grant Value ($) | Units Outstanding at 12/31/2024 | Vesting Terms |
|---|---|---|---|---|
| Annual Director RSUs | May 16, 2024 | $174,893 | 1,337 RSUs | Vests on earlier of 1-year anniversary or next annual meeting ≥50 weeks after prior annual meeting, subject to continued service |
Note: Director equity is time‑based; no performance metrics apply to non‑employee director compensation.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| P&C Committee interlocks | None; no executive interlocks or insider participation conflicts reported. |
| Related‑party transactions | None disclosed involving Halverson; related‑party section lists CEO family compensation only. |
Expertise & Qualifications
- Finance, strategy, operations, human capital management: Skills matrix identifies CFO/Treasurer/Finance executive experience, CEO/large business head, and finance/operations expertise.
- Audit committee financial expert designation.
- Automotive/industrial exposure and international experience noted in Board skills matrix.
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned | 6,312 shares; <1% of outstanding |
| Shares outstanding (record date) | 53,540,555 |
| Ownership % of outstanding | ~0.0118% (calculated from 6,312/53,540,555) |
| Unvested director RSUs held at 12/31/2024 | 1,337 RSUs |
| Director stock ownership guideline | 5x base annual cash retainer; 50% net shares hold until compliant |
| Compliance status (12/31/2024) | Not yet at required level; in compliance with 50% hold requirement (Halverson joined Board in 2020) |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
Governance Assessment
- Strengths: Independent status; Audit Chair with formal “financial expert” designation; robust audit oversight of auditor independence and pre‑approvals; strong board governance (majority independent, separate Chair/CEO, executive sessions).
- Alignment: Mix of cash and fixed RSU equity typical for directors; stock ownership guidelines with mandatory net share holds enhance alignment, though Halverson is still ramping to 5x retainer post‑2020 appointment.
- Engagement/attendance: Board and committees met frequently in 2024; directors, including Halverson, satisfied ≥75% attendance and attended the annual meeting.
- Conflicts/related party: No related‑party transactions reported involving Halverson; P&C interlocks: none.
- RED FLAGS: None identified for Halverson. Company policies prohibit hedging/pledging; director pay includes no performance metrics or options and does not feature gross‑ups; Board caps on other directorships mitigate overboarding risk.