Jonathan F. Foster
LEARAbout Jonathan F. Foster
Jonathan F. Foster (age 64) has served on Lear’s Board since November 2009. He is Managing Partner of Current Capital Partners, with prior senior roles at Lazard (Managing Director), Wachovia Securities (Managing Director & Co-Head, Diversified Industrials & Services, 2007–2008), Bear Stearns (Senior Managing Director, Head of Industrials M&A), The Cypress Group (Managing Director), Revolution LLC (EVP—Finance & Business Development), and Toysrus.com (EVP, COO & CFO). He holds a BBA in Accounting from Emory University and an MSc in Accounting & Finance from the London School of Economics .
Past Roles
| Organization | Role | Tenure (dates) | Committees/Impact |
|---|---|---|---|
| Lazard | Managing Director (M&A advisory) | ~10 years (dates not specified) | Led industrial/services M&A, restructurings |
| Wachovia Securities | Managing Director & Co-Head, Diversified Industrials & Services | 2007–2008 | Coverage leadership |
| Bear Stearns & Co. | Senior Managing Director, Head of Industrial Products & Services M&A | Not disclosed | Led sector M&A |
| The Cypress Group | Managing Director | Not disclosed | Private equity investing |
| Revolution LLC | EVP—Finance & Business Development | Not disclosed | Corporate development |
| Toysrus.com, Inc. | EVP, COO & CFO | Not disclosed | Operating/finance leadership |
External Roles
| Company | Listing | Role | Committees |
|---|---|---|---|
| Berry Global Group, Inc. | NYSE: BERY | Director | Chair, Audit & Finance; Member, Compensation & Talent Development |
| Five Point Holdings, LLC | NYSE: FPH | Director | Member, Nomination & Corporate Governance; Conflicts Committee; IPO director (2016) |
| Amcor plc | NYSE: AMCR | Director (from 2025) | Not disclosed in proxy; board membership indicated in regulatory disclosure |
Board Governance
- Current committee assignments at Lear (2025): Audit Committee member and Governance & Sustainability Committee member; not chair in 2025 . He chaired Lear’s Audit Committee in 2024 (and served on G&S) .
- Independence: Board determined Foster is independent under NYSE and SEC rules .
- Attendance and engagement: Board met 9 times in 2024; each director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Tenure: Director since 2009 (one-year terms; annual elections) .
- Audit expertise: All Audit Committee members are “financial experts” per Item 407(D); Foster included .
- Board limits: Non-employee directors may serve on no more than three other public company boards in addition to Lear; Foster’s disclosed public boards (Berry, Five Point, Amcor) remain within policy .
Fixed Compensation
| Year | Board Cash Retainer ($) | Chair/Committee Fees ($) | RSU Grant ($) | Total ($) |
|---|---|---|---|---|
| 2023 (paid) | 135,000 | 0 shown for Foster in table | 174,949 | 309,949 |
| 2024 (paid) | 152,500 (reflects retainer increased to $135k and timing; includes any applicable increments) | Not separately itemized in Foster’s line | 174,893 | 327,393 |
| Plan amounts (effective 5/16/2024) | 135,000 annual retainer | Chair fees: Audit $30k; G&S $25k; P&C $25k; Non-Exec Chair $80k | Annual RSU ~$175,000 (Non-Exec Chair +$120,000) | — |
Notes:
- Non-employee directors generally do not receive meeting fees; $1,500 applies only for Board meetings >12 per year .
- Directors may elect deferrals of cash retainers and/or RSUs per plan; distributions per election or at cessation/change in control .
Performance Compensation
- Not applicable. Non-employee directors receive fixed cash retainers and time-based RSUs; no performance-based equity or bonus metrics apply to director pay .
Other Directorships & Interlocks
- Industry overlap: Berry Global (packaging/engineered materials) and Five Point (real estate development) have no disclosed supplier/customer conflicts with Lear; any related-party dealings would be subject to G&S Committee review under Lear’s Related Party Transaction Policy .
- Governance network: Foster has chaired multiple Fortune 500 audit committees and authored a governance playbook (“On Board”)—indicative of deep process expertise .
Expertise & Qualifications
- Technical: Corporate finance, M&A, restructurings; seasoned Audit Committee financial expert .
- Education: BBA (Emory University), MSc (London School of Economics); executive education at Harvard Business School and UC Berkeley School of Law .
- Board skills matrix: Finance, strategy, operations, ESG oversight; auto industry exposure noted by Lear .
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Shares Outstanding | Unvested RSUs (vesting within 60 days) | Pledging/Hedging | Ownership Guidelines Compliance |
|---|---|---|---|---|---|
| March 18, 2024 | 12,445 | <1% (company table) | 1,419 scheduled 5/16/2024 vest (general RSU count by director cohort) | Hedging/pledging prohibited for directors | Directors must own ≥5x base cash retainer; as of 12/31/2023, all non-employee directors met guidelines except certain newer members (Foster not among exceptions) |
| March 18, 2025 | 13,782 | <1% (company table) | 1,337 scheduled 5/16/2025 vest noted in footnote | Hedging/pledging prohibited for directors | As of 12/31/2024, all non-employee directors met guidelines except Halverson, Krone, Lewis, and Lache (Foster not among exceptions) |
Insider reporting: One late Form 4 was filed for Foster on Feb. 9, 2024 (167 shares across three transactions) due to an inadvertent administrative error .
Governance Assessment
- Strengths: Long-tenured independent director with deep finance/M&A background; proven audit leadership (Lear Audit Chair in 2024; current Audit member in 2025); recognized Audit Committee financial expert; consistent meeting attendance; alignment with stock ownership guidelines; compliance with anti-hedging/pledging policies .
- Compensation alignment: Director pay mix is standard—cash retainer plus annual time-based RSUs; no performance-linked awards that might impair independence; ability to defer enhances long-term alignment without undue risk .
- Conflicts: No related-party transactions disclosed for Foster; G&S Committee oversees conflicts and related-party reviews; external board count within Lear policy limits .
- Signals: Lear’s sustained high say-on-pay support (90.2% in 2024; five-year average 91.8%) suggests shareholder confidence in compensation governance overseen by independent directors, including Foster’s committee roles .
RED FLAGS: None material identified for Foster. Minor late Section 16 filing in 2024 (administrative) . No pledging/hedging, no disclosed related-party transactions .