Conrad L. Mallett, Jr.
LEARAbout Conrad L. Mallett, Jr.
Conrad L. Mallett, Jr. is an independent director of Lear Corporation, age 71, serving since 2002; he currently is Corporation Counsel for the City of Detroit and brings extensive legal, governmental, and executive leadership experience, including service as Chief Justice of the Michigan Supreme Court . His education includes a BA from UCLA, a JD and MPA from USC, and an MBA from Oakland University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Detroit | Deputy Mayor | Jun 2020 – Apr 2022 | Senior municipal leadership |
| Detroit Medical Center | Chief Administrative Officer | Sep 2019 – Dec 2020; Jan 2012 – Aug 2017 | Health system executive oversight |
| Detroit Medical Center – Sinai-Grace Hospital | Chief Executive Officer | Aug 2017 – Sep 2019; Aug 2003 – Dec 2011 | Hospital CEO; operational turnaround experience |
| Detroit Medical Center – Huron Valley Sinai Hospital | Interim CEO | Mar 2017 – Aug 2017 | Interim leadership stabilizing operations |
| Detroit Medical Center | General Counsel & Chief Administrative Officer | Aug 1999 – Apr 2002 | Legal and administrative leadership |
| City of Detroit | Chief Operating Officer | Jan 2002 – Apr 2002 | City operations management |
| La-Van Hawkins Food Group LLC | President & General Counsel | Apr 2002 – Mar 2003 | Corporate legal and business leadership |
| Miller, Canfield, Paddock & Stone | Partner | Jan 1999 – Aug 1999 | Private practice leadership |
| Michigan Supreme Court | Justice; Chief Justice (2-year term) | Dec 1990 – Jan 1999; Chief Justice 1997–1999 | Judicial leadership; governance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| City of Detroit | Corporation Counsel | Apr 2022 – Present | Current principal occupation |
| Kelly Services, Inc. (Nasdaq: KELYA) | Director (Former) | Not specified | Former public company directorship |
Board Governance
- Committee assignments (2025): Audit Committee member; Governance & Sustainability (G&S) Committee Chair; Classified as independent (IND) .
- Committee structure: Non-employee directors comprise all committees; Mallett listed as G&S Chair and Audit member in committee roster .
- Independence: Board affirmed Mallett as independent under NYSE rules; CEO is the only non-independent director .
- Attendance: Board met 9 times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Engagement: 2024 shareholder outreach covered ~70% of outstanding shares; 253 interactions with 116 institutions .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $135,000 | Outside Directors Compensation Plan effective May 16, 2024 |
| Committee Chair Fee (G&S) | $25,000 | Additional cash for G&S Chair |
| Meeting Fees | $1,500 per Board meeting >12/year | Applies only beyond 12 meetings |
| Annual RSU Award | $175,000 grant date value | Vests at earlier of 1-year or next annual meeting ≥50 weeks apart |
| Non-Executive Chair Increment (not applicable to Mallett) | $80,000 cash; $120,000 RSUs | For Chair role only |
| 2024 Director Compensation (Mallett) | $ Cash | $ Stock Awards | $ Total |
|---|---|---|---|
| Reported 2024 Compensation | $150,000 | $174,893 | $324,893 |
- Deferrals: Directors may defer cash retainers and/or RSUs; Mallett elected to defer 5% of his 2024 RSU grant (subject to vesting) .
Performance Compensation
| Equity Component | Design | Grant/Measurement | Payout Mechanics |
|---|---|---|---|
| Annual RSUs (Director) | Time-based vesting | Granted at annual meeting; 2024 grants on May 16, 2024 | Vests on earlier of 1-year or next annual meeting ≥50 weeks; no performance metrics |
| Deferral Elections | Optional deferral of RSUs | Director-specific elections | Deferred units settle in shares at pre-selected dates; Mallett deferred 5% of 2024 RSUs |
Note: Director equity is time-based and not tied to financial/TSR metrics; Lear prohibits paying dividend equivalents during vesting/performance periods across equity awards, reinforcing governance discipline .
Other Directorships & Interlocks
| Company | Relationship | Status | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Kelly Services, Inc. | Former Director | Past | No current interlock disclosed; historical only |
| City of Detroit | Corporation Counsel | Current | Public sector legal role; Board deems Mallett independent; related-party procedures operate at Lear to manage conflicts |
Expertise & Qualifications
- Legal/governmental, ESG, strategy, operations, human capital management, and finance experience highlighted in Lear’s skills matrix for Mallett .
- Recognitions: Savoy magazine “Most Influential Black Corporate Directors” (2016, 2021) .
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Common shares beneficially owned | 12,985 |
| Ownership % of outstanding | <1% (“*Less than 1%”) |
| Deferred Stock Units (DSUs) | 11,648 |
| RSUs vesting within 60 days of record (May 16, 2025) | 1,337 |
| Ownership Guidelines (Directors) | 5× base cash retainer; hold 50% of net shares until compliant |
| Compliance Status as of Dec 31, 2024 | All non-employee directors met guidelines except Halverson, Krone, Lewis, Lache; Mallett not listed as exception (i.e., in compliance) |
| Hedging/Pledging Policy | Prohibited for directors/officers |
| Section 16(a) Compliance (2024) | No late filings reported for Mallett; one late Form 4 for Krone due to admin error |
Governance Assessment
- Committee leadership: Chairing G&S and serving on Audit positions Mallett centrally in governance, sustainability oversight, and financial controls; Board confirmed all committee members are independent .
- Independence and attendance: Affirmed independent; strong attendance culture (≥75%) and full director presence at annual meeting underpin board effectiveness .
- Ownership alignment: Meets robust director ownership guidelines; maintains DSUs and RSUs with time-based vesting; hedging/pledging prohibited—positive alignment signal .
- Compensation mix: Cash retainer + RSUs; no performance-linked director equity, consistent with market practice; modest RSU deferral indicates long-term orientation .
- Conflicts controls: Lear maintains detailed related-party and conflict procedures (thresholds, approvals, recusals, audits); no specific related-party transactions involving Mallett disclosed in reviewed materials—procedural safeguards mitigate risk from his public-sector role .
- RED FLAGS: None identified specific to Mallett in the 2025 proxy; company-wide policies prohibit hedging/pledging and include clawbacks, director limits, and majority voting with resignation policy—supportive of investor confidence .
Additional board signals: Non-executive chair structure, regular executive sessions, comprehensive shareholder outreach (70% of float engaged in 2024), and strong Say‑on‑Pay support (90.2% in 2024; 5‑year average 91.8%) reinforce governance quality and investor alignment .