Greg C. Smith
LEARAbout Greg C. Smith
Greg C. Smith, age 73, is Lear’s independent Non-Executive Chairman (since May 2020) and has served on the Board since 2009; he is a former Vice Chairman of Ford Motor Company with a 30-year career spanning strategy, operations, finance, and product development . He holds a B.S. in Mechanical Engineering from Rose-Hulman Institute of Technology and an MBA from Eastern Michigan University . He is Principal of Greg C. Smith LLC and brings deep auto, finance, and operational expertise to Lear’s board leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | Vice Chairman (responsible for Corporate Strategy and Staffs including HR/Labor, IT, Automotive Strategy) | 2005–2006 | Executive leadership across corporate strategy and enterprise functions |
| Ford Motor Company | EVP & President — Americas | 2004–2005 | Led regional operations for Ford Americas |
| Ford Motor Company / Ford Motor Credit | Group VP, Ford; Chairman & CEO, Ford Motor Credit | 2002–2004 | Ran Ford Credit; extensive financial services leadership |
| Ford Motor Credit | VP, Ford; President & COO, Ford Credit | 2001–2002 | Senior operating leadership at captive finance arm |
| Greg C. Smith LLC | Principal | 2007–Present | Advisory/management consulting principal role |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Penske Automotive Group (NYSE: PAG) | Independent Director | 2017 | Chairs Audit Committee (per Lear bio); current biography confirms board seat |
| NACD (National Association of Corporate Directors) | Risk Oversight Advisory Council | N/A | Advisory role on board risk oversight practices |
| Prior: Fannie Mae; Solutia Inc. | Director (historical) | N/A | Former public company directorships |
Board Governance
- Role and independence: Non-Executive Chairman; the Board separates Chair and CEO, and Smith is affirmed independent under NYSE standards .
- Committee involvement: Ex officio member of Audit, People & Compensation (P&C), and Governance & Sustainability (G&S) Committees as Chair; all Board committees comprise independent directors .
- Attendance and engagement: Board met 9 times in 2024; every director attended at least 75% of Board and committee meetings and all attended the 2024 annual meeting; Smith presided over executive sessions of non-employee directors .
- Tenure and refreshment: Director since 2009 (16 years of service as of 2025); Board maintains a mandatory retirement age of 75 and limits on external boards (≤3 for non-employee directors) .
Fixed Compensation
| Component | Lear Policy (effective May 16, 2024) | 2024 Amounts for Smith |
|---|---|---|
| Annual Board Cash Retainer | $135,000 | Included in total cash paid |
| Non-Executive Chair Increment (Cash) | $80,000 | Included in total cash paid |
| Committee Chair Fees | Audit $30,000; P&C $25,000; G&S $25,000 | N/A (ex officio as Chair) |
| Meeting Fees | $1,500 per Board meeting >12/year | None disclosed beyond totals |
| Smith 2024 Cash Earned | — | $208,333 |
Notes: Cash retainer and chair increments were increased in September 2023 review (effective May 16, 2024), reflecting the first change since June 2022 .
Performance Compensation
| Component | Lear Policy | 2024 Amounts for Smith |
|---|---|---|
| Annual RSU Award (time-based) | $175,000 grant-date value; vests at earlier of 1-year anniversary or next AGM ≥50 weeks from prior AGM | Included in Smith’s 2024 stock awards |
| Non-Executive Chair RSU Increment | Additional $120,000 RSUs | Included in Smith’s 2024 stock awards |
| 2024 Stock Awards (Smith) | — | $294,977 (aggregate grant-date fair value) |
| RSUs Outstanding (12/31/2024) | Time-based vesting as above; deferral optional | 2,255 RSUs (unvested) |
Additional terms:
- Non-employee director RSUs are time-vesting (not performance-vesting); deferral elections permitted for cash/RSUs under the Outside Directors Compensation Plan .
- Director ownership guideline: 5× base cash retainer; hold 50% of net shares until in compliance; as of Dec 31, 2024, all non-employee directors on the measurement date met guidelines (newer directors subject to holding requirement) .
Other Directorships & Interlocks
- Current public company: Penske Automotive Group (independent director; audit chair per Lear bio) .
- Related-party/transaction exposure at Lear: None disclosed involving Smith; related-party section lists other relationships (CEO’s family members) but not Smith .
- Board service limits: Lear policy caps public company boards for non-employee directors at three in addition to Lear; Smith’s current load aligns with policy .
Expertise & Qualifications
- Skills matrix flags Smith for Auto Industry, Strategy, Finance, Operations, International, and CFO/Financial Services experience, aligning with Lear’s needs in seating and e-systems .
- Leadership experience as Ford Vice Chairman and Ford Credit CEO/Chair adds risk oversight and capital allocation acumen at scale .
Equity Ownership
| Holder | Shares Owned Beneficially | % Outstanding | RSUs Held (as of Mar 18, 2025) | Notes |
|---|---|---|---|---|
| Greg C. Smith | 16,146 | <1% | 2,255 (vest within 60 days of record date) | Includes trust disclosure below |
| Ann Cournoyer Smith Irrevocable Trust (for Smith’s children; trustee: Smith) | 13,891 | <1% | — | Trust holdings disclosed in footnote |
- Hedging/pledging: Directors and officers are prohibited from hedging or pledging Lear stock under the Insider Trading Policy, reinforcing alignment and limiting red flags from pledged shares .
- Ownership guidelines: All non-employee directors on measurement date met the 5× retainer guideline (newer directors subject to 50% hold) .
Insider Trades (recent filings)
| Date | Filing | Key Details |
|---|---|---|
| 2025-05-20 | Form 4 | RSUs granted on May 16, 2025 under 2019 LTI Plan; standard director vesting |
| 2024-05-20 | Form 4 | RSUs vested/settled on May 16, 2024; routine annual director grant vesting |
| 2024-05-24 | Form 4 | Trust holdings disclosure (Ann Cournoyer Smith Irrevocable Trust) |
Note: Smith’s beneficial ownership and RSU activity are consistent with annual director grants under Lear’s Outside Directors Compensation Plan .
Governance Assessment
- Strengths:
- Independent Non-Executive Chair; separate Chair/CEO enhances oversight and board effectiveness .
- Deep auto and finance operating experience (Ford, Ford Credit) and current audit chair experience at PAG bolster risk and financial oversight at Lear .
- Strong attendance; presides over independent director executive sessions; all committees are independent .
- Ownership alignment via equity grants, 5× retainer guideline, and anti-hedging/pledging policy; no related-party transactions disclosed for Smith .
- Watch items:
- Long tenure (since 2009) could raise refreshment considerations; Lear mitigates via skills matrix reviews, new appointments, retirement age policy (75) .
- Ex officio presence on all committees concentrates influence in chair role; however, committees remain fully independent and hold executive sessions .
- External board load appears within Lear’s cap (≤3 other boards); current disclosed role at PAG aligns with policy .
Appendix: Director Compensation Snapshot (2024)
| Name | Fees Earned (Cash) | Stock Awards (RSUs) | Total |
|---|---|---|---|
| Greg C. Smith | $208,333 | $294,977 | $503,310 |
Director pay program (effective May 16, 2024): Board retainer $135,000; Non-Executive Chair +$80,000 cash; Annual RSU $175,000; Non-Executive Chair +$120,000 RSUs; Committee chair fees (Audit $30k; P&C $25k; G&S $25k); meeting fees only above 12 meetings/year .
Company-Level Compensation & Shareholder Feedback (Context)
- Lear’s 2024 Say-on-Pay approval: 90.2% (five-year average 91.8% excluding abstentions/broker non-votes), indicating broad investor support for compensation governance .