Frank C. Orsini
LEARAbout Frank C. Orsini
Executive Vice President and President, Seating at Lear since March 2018; joined Lear in 1994 with progressive leadership roles across Seating and E‑Systems; retirement eligible April 2, 2027 . Age 51 as of FY2023; executive officers are appointed annually by the Board . Company performance context in 2024: revenue $23.3B, revenue growth outpaced industry by 2pp, E‑Systems margins improved 50 bps, adjusted EPS increased for the fourth consecutive year, with $400M buybacks and $174M dividends; Orsini is cited as integral in leading Lear’s largest business unit and expanding capabilities, efficiencies and innovations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lear Corporation | EVP & President, Seating | Mar 2018–present | Leads Lear’s largest business unit; expanded capabilities, efficiencies and innovations |
| Lear Corporation | SVP & President, E‑Systems | Sep 2012–Mar 2018 | Led E‑Systems global business |
| Lear Corporation | VP & Interim President, E‑Systems | Oct 2011–Sep 2012 | Stepped in to lead E‑Systems |
| Lear Corporation | VP, Operations, E‑Systems | 2009–2011 | Ran operations for E‑Systems |
| Lear Corporation | VP, Sales, Program Mgmt & Manufacturing, E‑Systems | 2008–2009 | Led commercial/program/manufacturing across E‑Systems |
| Lear Corporation | VP, North America Seating Operations | 2005–2008 | Led regional Seating operations |
| Lear Corporation | Various management positions | 1994–2005 | Progressive leadership roles since joining in 1994 |
External Roles
- No external public company directorships disclosed for Orsini in Lear’s latest proxy and 10‑K executive officer biographies .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (paid, $) | $826,167 | $850,000 | $866,667 |
| AIP Target (% of base) | Not disclosed | 100% (unchanged for 2024) | 100% |
| AIP Target ($) | Not disclosed | Not disclosed | $900,000 |
| AIP Actual Payout ($) | $1,054,000 | $1,445,000 | $801,000 |
Notes:
- 2024 AIP target opportunity based on base salary rate of $900,000; base salaries were increased effective Sept 1, 2024 .
Performance Compensation
2024 Annual Incentive Plan (AIP) – Design, Targets, Results
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Adjusted Operating Income ($mm) | 50% | $911 | $1,215 | $1,458 | $1,101 | 82% |
| Free Cash Flow ($mm) | 50% | $473 | $630 | $788 | $561 | 78% |
| Financial Performance Payout | — | — | — | — | — | 80% |
| Strategic Scorecard Modifier | — | — | — | — | — | +9% |
| Final AIP Payout | — | — | — | — | — | 89% of target |
- AIP metrics: 50% Adjusted Operating Income and 50% Free Cash Flow; Strategic Scorecard modifier +/-10% (seven quantifiable goals) .
- 2024 design kept equal weighting for financial measures; targets set materially higher vs 2023 goals based on strong performance and forecasts .
Long‑Term Incentives (LTI) – 2024–2026 Performance Shares and RSUs
| Component | Weighting | Metric | Target/Measurement | Vesting/Settlement |
|---|---|---|---|---|
| Performance Shares | 50% | Adjusted Pretax Income | Three 1‑year assessments averaged; 0–200% payout scale | End of 3‑year period; dividend equivalents paid only if earned |
| Performance Shares | 25% | Adjusted ROIC Improvement | Baseline 2023 Adjusted ROIC 10.28%; +160 bps target, +260 bps max, +60 bps threshold | End of 3‑year period; dividend equivalents paid only if earned |
| Performance Shares | 25% | Relative TSR | Median=100%; capped at target if absolute TSR negative; up to 200% at ≥75th percentile | End of 3‑year period |
| RSUs (annual) | — | Stock price alignment | Service‑based | Cliff vest 3 years from grant date |
| LTI Mix (non‑CEO NEOs) | — | — | 70% Performance Shares; 30% RSUs | — |
2024 Plan‑Based Awards – Orsini Detail
| Award Type | Grant Date | Shares/Units (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| Performance Share Award (2024–2026) | 1/2/2024 | 16,785 target; 8,393 threshold; 33,570 max | $2,572,122 |
| RSU (annual) | 1/2/2024 | 7,193 | $1,019,895 |
| Special RSU (succession/retention) | 8/14/2024 | 18,168 | $1,999,933 |
| RSU (Career Shares) | 11/20/2024 | 3,206 | $299,953 |
- Special RSU vesting: three equal installments on 3rd/4th/5th anniversaries of grant (Aug 14, 2027/2028/2029); no retirement vesting provisions to reinforce retention .
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards (as of Mar 18, 2025; Dec 31, 2024)
| Ownership Metric | Amount |
|---|---|
| Common stock owned beneficially | 52,704 shares; <1% of outstanding |
| RSUs held | 79,610 units |
| Options – currently exercisable | 29,419 shares |
| Options – exercisable tranches | 13,587 @ $157.44 exp. 1/4/2031; 15,832 @ $140.09 exp. 1/2/2030 |
| Unvested RSUs | 44,905 units; market value $4,424,620 at $94.70/sh (incl. accrued div. equiv.) |
| Unearned PSUs (2022–2024 cycles outstanding at 12/31/2024) | 54,601 units; market/payout value $5,475,189 |
- Hedging and pledging prohibited for executive officers and directors .
- Stock ownership guidelines are maintained for executive officers; details not disclosed here .
Upcoming Vesting Schedule – Orsini
| Award | Vest Date(s) | Shares/Units |
|---|---|---|
| 2022 RSUs | Jan 4, 2025 | 3,846 |
| 2023 RSUs | Jan 4, 2026 | 8,103 |
| 2024 RSUs | Jan 4, 2027 | 7,193 |
| Special RSUs (2024 grant) | Aug 14, 2027; Aug 14, 2028; Aug 14, 2029 | 18,168 (in three equal tranches) |
| Career Shares | Nov 14, 2025; Nov 13, 2026; Nov 20, 2027 | 2,046; 2,343; 3,206 |
- Market price reference for valuation in proxy tables: $94.70 per share at 12/31/2024; option strikes ($140.09, $157.44) were out‑of‑the‑money at year‑end 2024, limiting near‑term exercise‑driven selling pressure .
Deferred Compensation and Retirement Balances (2024)
| Plan | Exec Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|---|
| Salaried Retirement Restoration Program (SRRP) | $138,700 | $328,681 | $714,934 | $5,875,915 |
| Vested Career Shares (deferred distribution) | — | $146,381 | $(1,042,470) | $2,974,193 |
Employment Terms
Severance and Change‑in‑Control Economics (as of 12/31/2024; Orsini)
| Scenario | Cash Severance ($) | Benefits Continuation PV ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|
| Involuntary Termination w/o Cause (or Good Reason) – With Change in Control | $3,600,000 | $35,225 | $7,983,706 | $11,618,931 |
| Involuntary Termination w/o Cause (or Good Reason) – No Change in Control | $3,600,000 | $35,225 | $4,777,753 | $8,412,978 |
| Disability or Death | — | — | $6,249,696 | $6,249,696 |
Key terms:
- Cash severance equals 2× (base salary + target annual incentive bonus), paid lump sum; 2024 AIP payment would be paid for termination without cause/for good reason (table assumes 12/31/2024 termination) .
- Equity vesting: RSUs generally cliff vest after 3 years; performance shares/RSUs have vesting protections for qualifying terminations within two years following a change in control (double‑trigger); dividend equivalents accrue and pay only upon vest/earn .
- Retirement eligibility: Orsini becomes retirement‑eligible April 2, 2027 .
Clawbacks, Hedging/Pledging, Perquisites
- Clawbacks: Supplemental “Improper Conduct” clawback policy in addition to those required by law/listing standards .
- Hedging and pledging: Prohibited for executive officers and directors .
- 2024 “All Other Compensation” (selected items for Orsini): Company contributions to RSP/SRRP $374,681; life insurance premiums $603; imputed life insurance income $1,932; security services $26,624; total “All Other” $403,840 .
Investment Implications
- Retention anchored by $2M Special RSU grant with 3/4/5‑year service‑based vesting and no retirement vesting—explicitly designed to reinforce retention through August 2029; Orsini’s retirement eligibility begins in April 2027, creating overlapping service incentives and reducing near‑term flight risk .
- Pay‑for‑performance alignment is strong: AIP tied 50/50 to Adjusted Operating Income and Free Cash Flow with a quantified scorecard; 2024 payout was 89% of target as both financial metrics were below target—demonstrating sensitivity to core operating and cash generation outcomes .
- LTI mix skews toward performance shares (70% for non‑CEO NEOs) with explicit Adjusted Pretax Income, ROIC improvement, and Relative TSR metrics; ROIC target requires +160 bps improvement over 2023 baseline (10.28%), further strengthening economic value creation linkage .
- Insider selling pressure signals: sizable vesting cadence through 2025–2027 (RSUs, Career Shares, Special RSUs); options outstanding are currently out‑of‑the‑money vs 12/31/2024 price ($94.70 vs strikes $140.09/$157.44), suggesting limited option‑exercise supply near term; hedging/pledging prohibitions reduce adverse alignment risks .
- Change‑in‑control economics: double‑trigger equity treatment and 2× cash severance could elevate transaction costs but are consistent with market practices, while clawback and governance controls mitigate conduct risk .