Kathleen A. Ligocki
LEARAbout Kathleen A. Ligocki
Independent director at Lear since 2012, Kathleen A. Ligocki (age 68) is a former automotive and industrial CEO (Tower Automotive; Agility Fuel Solutions) with extensive global operating experience and prior executive roles at Ford, United Technologies, and GM/Delco Electronics . She holds a BA with highest distinction from Indiana University Kokomo and an MBA from The Wharton School, with multiple honorary doctorates recognizing her industry leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agility Fuel Solutions | Chief Executive Officer | Dec 2015 – Feb 2019 | Led alternative fuels systems supplier; CEO experience in industrial/transport end markets |
| Harvest Power, Inc. | Chief Executive Officer | 2014 – 2015 | Managed leading North American organics management firm |
| Kleiner Perkins Caufield & Byers | Operating Partner (Greentech) | 2012 – 2014 | Scaling and commercialization support for portfolio; strategic oversight |
| Next Autoworks | Chief Executive Officer | 2010 – 2012 | Auto startup with low-cost model; early-stage CEO experience |
| GS Motors (Grupo Salinas) | Chief Executive Officer | 2008 – 2009 | Mexico-based auto retailer; market entry and operations |
| Pine Lake Partners | Principal | 2008 – 2010 | Start-up and turnaround consulting |
| Tower Automotive | Chief Executive Officer | 2003 – 2007 | Global auto supplier leadership; Fortune 1000 scale |
| Ford Motor Company; United Technologies | Senior executive roles | Prior to 2003 | Led operations across North America, Europe, Africa, Middle East, Russia |
| GM (Delco Electronics) | Various roles | Early career (15 years) | Engineering/operations foundation in automotive electronics |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Carpenter Technology (NYSE: CRS) | Director; Chair, Human Capital Management | Nominating/Governance; Strategy |
| PPG Industries (NYSE: PPG) | Director | Audit; Sustainability/Innovation |
| Farmers Business Network (private) | Chair of the Board | Audit; Compensation |
| Indiana University Foundation (non-profit) | Director; Chair, Audit | Legal/Governance |
| Aperia Technologies (private) | Director | Not disclosed |
| Lime Rock New Energy (private) | Director | Not disclosed |
Board Governance
- Current LEA committee assignments: People & Compensation (P&C) Committee member and Governance & Sustainability (G&S) Committee member; not on Audit .
- Prior roles: P&C Committee Chair in prior years (2023–2024 proxy cycle) before transition of chair to Patricia L. Lewis; continued membership on P&C and G&S .
- Independence: Board affirms she is independent under NYSE and SEC rules; no material relationships with LEA .
- Attendance and engagement: In 2024, the Board met 9 times (Audit 9; P&C 8; G&S 5); each director attended ≥75% of applicable meetings and all directors attended the 2024 annual meeting .
- P&C committee process/independence: All P&C members are independent; the committee uses Pay Governance LLC as its independent compensation consultant and retains sole authority over its engagement .
- P&C interlocks: No interlocks or insider participation reported for 2024 (also none for 2023), reducing conflict risk .
- Governance practices relevant to directors: Prohibition on hedging and pledging; limits on number of other public company boards; regular executive sessions of independent directors with Non-Executive Chairman presiding .
Fixed Compensation
| Year | Cash Fees (USD) | Notes |
|---|---|---|
| 2023 | $135,000 | Includes base retainer and committee/role fees; LEA’s 2023 program base annual cash retainer was $115,000 (program reference) |
| 2024 | $137,083 | Includes cash retainer and other director fees |
Performance Compensation
| Year | Stock Awards (Grant-Date Fair Value, USD) | Grant Details | Vesting/Deferral |
|---|---|---|---|
| 2023 | $174,949 | Annual RSU grant at 2023 annual meeting | RSUs vest on earlier of 1st anniversary or next annual meeting; Ms. Ligocki elected to defer 100% of 2023 RSUs (subject to vesting) |
| 2024 | $174,893 | Annual RSU grant on May 16, 2024 | Vests on earlier of 1st anniversary or next annual meeting ≥50 weeks after prior; Ms. Ligocki elected to defer 100% of 2024 RSUs (subject to vesting) |
- Director equity design is time-based RSUs; no performance metrics are applied to director equity grants (vesting schedule is purely time-based as described) .
Other Directorships & Interlocks
- Public company boards: Carpenter Technology (Chair, Human Capital; Nominating/Governance; Strategy) and PPG Industries (Audit; Sustainability/Innovation) .
- Interlocks/conflicts: No P&C interlocks involving LEA executives or reciprocal committee service were reported for 2024 (and 2023), mitigating cross-company influence risk .
- Overboarding risk controls: LEA policy limits directors’ service on other public company boards; Ms. Ligocki’s public company roles are within those policy limits (policy detail disclosed) .
Expertise & Qualifications
- Board skills matrix flags Ms. Ligocki for CEO/large business leadership, Auto Industry, Technology, Strategy, Finance, Commercial/Marketing, Operations, Human Capital, ESG, and International experience .
- Education: BA (highest distinction), Indiana University Kokomo; MBA, The Wharton School; honorary doctorates from Indiana University Kokomo, Oakland University, and Central Michigan University .
Equity Ownership
| Category | Amount |
|---|---|
| Beneficially owned shares | 20,494 shares; <1% of outstanding |
| Deferred Stock Units (fully vested) | 15,532 DSUs (convert 1:1 into common upon departure, change in control, or pre-selected date) |
| Unvested RSUs outstanding (12/31/2024) | 1,337 RSUs (scheduled to vest May 16, 2025; elected to defer upon vesting) |
| Ownership guidelines | Directors must hold shares equal to 5x base annual cash retainer; as of Dec 31, 2024, Ms. Ligocki met the required ownership level |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Related-party transactions | No transactions disclosed involving Ms. Ligocki; disclosed items in 2024 involved CEO family members only |
Governance Assessment
- Positives: Long-tenured independent director with deep auto and global ops expertise; prior P&C Chair and ongoing P&C/G&S member signal strong governance engagement; consistent attendance and participation; equity deferrals and compliance with 5x retainer ownership guideline align interests with shareholders; prohibition on hedging/pledging and no related-party transactions disclosed for her reduce conflict risk .
- Watch items: Tenure since 2012 warrants continued refreshment assessments, though Board affirms her independence; multiple external roles should continue to be monitored against LEA’s overboarding policy limits; current committee leadership shifted (no longer P&C Chair), but she remains active on P&C/G&S .
Overall signal: Strong governance profile with clear independence, substantial sector expertise, high ownership alignment, and no identified conflicts—supportive of investor confidence in board effectiveness .