Jason M. Cardew
LEARAbout Jason M. Cardew
Jason M. Cardew is Lear Corporation’s Senior Vice President and Chief Financial Officer, a role he has held since November 2019, after progressing through multiple senior finance positions since joining Lear in 1992 . In 2024, Lear delivered $23.3 billion in revenue, increased adjusted EPS for the fourth consecutive year, and achieved an AIP payout of 89% of target; the 2022–2024 Performance Share cycle paid at 112% with Relative TSR at the 26.7th percentile, underscoring pay-for-performance alignment . Cardew becomes retirement-eligible on June 29, 2025, which affects vesting and distribution mechanics for certain long-term awards . Education and age are not disclosed in the company’s filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lear Corporation | Senior Vice President & CFO | Nov 2019–Present | Enterprise CFO for Seating and E-Systems; capital allocation, performance planning |
| Lear Corporation | VP Finance – Seating & E-Systems | Sep 2018–Nov 2019 | Segment finance leadership across both divisions |
| Lear Corporation | VP Finance – Seating | Apr 2012–Sep 2018 | Segment FP&A and margin focus in Seating |
| Lear Corporation | VP & Interim CFO | Sep 2011–Apr 2012 | Interim enterprise CFO; continuity and control |
| Lear Corporation | VP Finance – FP&A | Apr 2010–Sep 2011 | Corporate FP&A leadership |
| Lear Corporation | VP Finance – Seating | 2008–Apr 2010 | Segment finance leadership |
| Lear Corporation | Vice President – Finance | 2003–2008 | Corporate finance responsibilities |
| Lear Corporation | Various finance roles | 1992–2003 | Progressive finance roles |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 826,167 | 850,000 | 860,000 |
| Stock Awards ($) | 2,990,707 | 3,914,999 | 4,891,937 |
| Non-Equity Incentive Plan Compensation ($) | 1,054,000 | 1,445,000 | 783,200 |
| All Other Compensation ($) | 268,735 | 310,215 | 393,719 |
| Total Compensation ($) | 5,139,609 | 6,555,337 | 6,928,856 |
Base salary rate changes:
| Metric | 2023 Base Salary Rate | 2024 Base Salary Rate | % Change |
|---|---|---|---|
| Base Salary Rate ($) | 850,000 (effective 12/1/2022) | 880,000 (effective 9/1/2024) | 3.5% |
2024 Annual Incentive (AIP):
| Item | Value |
|---|---|
| Target AIP (% of Base) | 100% |
| Target AIP ($) | 880,000 (based on $880k base) |
| Payout % | 89% |
| Actual AIP Paid ($) | 783,200 |
All Other Compensation components (2024):
| Component | Amount ($) |
|---|---|
| Company Contributions to RSP/SRRP | 373,581 |
| Life Insurance – Imputed Income | 1,932 |
| Life Insurance Premiums | 603 |
| Security Services | 15,753 |
| Executive Physical | 1,850 |
Performance Compensation
2024 AIP metrics and outcomes:
| Metric | Weighting | Threshold | Target | Maximum | Actual | Actual as % of Target |
|---|---|---|---|---|---|---|
| Adjusted Operating Income ($M) | 50% | 911 | 1,215 | 1,458 | 1,101 | 82% |
| Free Cash Flow ($M) | 50% | 473 | 630 | 788 | 561 | 78% |
| Financial Performance Payout | — | — | — | — | — | 80% |
| Strategic Scorecard Modifier | — | — | — | — | — | +9% |
| Final AIP Payout | — | — | — | — | — | 89% |
2022–2024 Performance Shares (cycle results and Cardew shares earned):
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| Adjusted Annual Pretax Income ($M) | 66.7% | 1,697 | 2,610 | 3,002 | 2,799 (after adjustments) | 141% |
| Relative TSR (Percentile) | 33.3% | 25th | 50th | 75th | 26.7th | 53% |
| Final Cycle Payout | — | — | — | — | — | 112% |
| Cardew Target PSUs (#) | — | — | 8,974 | — | — | — |
| Cardew Actual PSUs Earned (#) | — | — | — | — | 10,050 | — |
2024–2026 LTI award mix and values (granted Jan/Nov 2024):
| Component | Grant Date Value ($) |
|---|---|
| Career Share RSUs | 299,953 |
| Annual RSUs | 1,019,895 |
| Special RSUs (Aug 2024) | 999,967 |
| 2024–2026 Performance Shares | 2,572,122 |
| Total 2024 LTI Grant Date Value | 4,891,937 |
Key 2024–2026 PSU design: 50% Adjusted Pretax Income; 25% Adjusted ROIC Improvement; 25% Relative TSR; RSUs vest on third anniversary; Special RSUs vest 12/31/2026 and 12/31/2027 (no retirement vesting to reinforce retention) .
Equity Ownership & Alignment
Ownership and outstanding awards (as of March 18, 2025 and Dec 31, 2024):
| Item | Amount |
|---|---|
| Beneficially Owned Common Shares | 49,600 (<1% of 53,540,555 shares outstanding) |
| RSUs Held | 62,144 |
| Stock Options Exercisable | 11,888 @ $157.44, exp. 1/4/2031; 12,468 @ $140.09, exp. 1/2/2030 |
| Upcoming RSU Vests (counts) | 2022 RSUs vesting 1/4/2025: 3,846; 2023 RSUs vesting 1/4/2026: 8,103; 2024 RSUs vesting 1/4/2027: 7,193; Special RSUs: 9,084 (vest 12/31/2026 & 12/31/2027); Career Shares vesting 2025–2027: 2,046; 2,343; 3,206 |
| Retirement Eligibility Date | June 29, 2025 |
- Stock ownership guidelines require multiples of base salary and 50% net share holding until met; as of December 31, 2024, Cardew meets his guideline .
- Hedging and pledging are prohibited by policy; no pledging is disclosed for Cardew .
- No Rule 10b5‑1 plan adoption or termination noted in Q3 2024 for directors/officers (reduces mechanical selling pressure) .
Employment Terms
Severance and change-in-control economics (estimated at 12/31/2024):
| Trigger | Cash Severance ($) | Benefits Continuation PV ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|
| Involuntary Termination w/ Change in Control | 3,520,000 | 35,225 | 7,109,306 | 10,664,531 |
| Involuntary Termination (without CIC) | 3,520,000 | 35,225 | 4,486,286 | 8,041,511 |
| Retirement | N/A | N/A | N/A | N/A |
| Disability or Death | — | — | 5,375,297 | 5,375,297 |
Key terms:
- Severance equals 2× (base salary + target bonus); equity accelerates per double-trigger CIC and good reason/no-cause provisions; no excise tax gross-ups (benefits reduced if advantageous) .
- Non‑compete and non‑solicit covenants: 1 year post-employment; extended to 2 years for disability, no-cause or good reason terminations .
- Clawbacks: Dodd‑Frank restatement recoupment and broader improper conduct policy covering cash, equity, severance for 3-year lookback .
Retirement, Deferred Compensation, and Perquisites
Pension (frozen plans) present value (as of 12/31/2024):
| Plan | PV of Accumulated Benefit ($) |
|---|---|
| Pension Plan (Qualified) | 266,157 |
| Pension Equalization Program | 5,624 |
| Salaried Retirement Restoration Program (Pension Make-Up) | 18,900 |
Nonqualified deferred compensation (SRRP) and vested Career Shares (2024):
| Plan | Exec Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|---|
| SRRP | 138,300 | 327,581 | 568,785 | 4,275,701 |
| Vested Career Shares | — | 146,381 | (731,783) | 2,129,143 |
Perquisites (2024):
- Security services: $15,753; executive physical: $1,850; life insurance imputed income: $1,932; life insurance premiums: $603 .
Performance & Track Record
- 2024 business performance: Revenue $23.3B; continued E-Systems margin improvement; adjusted EPS up for fourth consecutive year; $400M share repurchase and $174M dividends .
- Incentives tied to rigorous goals: 2024 AIP targets raised vs. 2023 (AOI +26% target; FCF +39% target); payout at 89% including strategic scorecard modifier .
- Long-term performance shares 2022–2024 paid 112% (strong pretax income performance; below-median Relative TSR); Cardew earned 10,050 shares for the cycle .
- Say-on-Pay support: 90.2% in 2024; five-year average 91.8% .
Compensation Structure Analysis
- High at-risk mix: For non-CEO NEOs, ~83% of 2024 target compensation is at-risk with 68% in equity; PSUs weighted at 70% of annual LTI for NEOs, above typical industrial peers, increasing sensitivity to multi-year performance .
- Metrics emphasize earnings, cash flow, ROIC, and Relative TSR; Relative TSR payouts capped at target when absolute TSR is negative to avoid windfalls .
- No hedging/pledging; robust clawbacks; no excise tax gross-ups; double-trigger CIC vesting (shareholder-friendly governance) .
Equity Ownership & Alignment
- Strong “skin-in-the-game”: Direct ownership, substantial RSU holdings, options; compliance with ownership guidelines; deferred Career Shares reinforce long-term holding and retention (distribution generally delayed until age 62 or later) .
- Upcoming vesting calendar (2025–2027) suggests periodic settlement windows; retirement eligibility in mid-2025 could accelerate certain vesting/distribution mechanics per plan terms (potentially affecting trading windows) .
Compensation Peer Group & Benchmarking
- Target pay positioned within ±15% of market median of a 20-company comparator group (e.g., Aptiv, BorgWarner, Eaton, Magna, TE Connectivity, etc.), with emphasis on performance-based pay .
- Relative TSR peer group used for PSU market metric (automotive suppliers and industrials) .
Investment Implications
- Alignment: High PSU weighting and rigorous AIP/LTI metrics (AOI, FCF, ROIC, Relative TSR) tie pay to operational execution and capital efficiency; clawbacks and no hedging/pledging reduce governance risk .
- Near-term selling pressure risk: Limited—no 10b5‑1 plan adopted in Q3 2024; however, sizable RSU and PSU vestings through 2027 and approaching retirement eligibility could create episodic liquidity events; monitor vesting dates and blackout periods .
- Retention: Special RSUs (no retirement vesting) granted in Aug 2024 ($1M) aim to retain Cardew through 2027; standard severance provides 2× cash with double-trigger CIC equity protection, balancing retention and shareholder protections .
- Governance and shareholder support (90.2% Say-on-Pay) indicate investor acceptance of pay design; continued focus on ROIC and earnings should support value creation if industry conditions stabilize .