Mary Lou Jepsen
LEARAbout Mary Lou Jepsen
Independent director of Lear Corporation since 2016; age 60. Founder, Chairperson and former CEO of Openwater; previously Executive Director of Engineering at Meta (Facebook)/Head of Display Technologies at Oculus, and held senior roles at Google and Intel. She holds a Ph.D. in Optical Sciences (Brown University), an M.S. from MIT (Visual Studies/Holography), and a B.S. in Electrical Engineering from Brown. Recognized among TIME 100 and CNN’s Top 10 Thinkers; principal inventor on ~250+ patents .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta (Facebook) / Oculus | Executive Director of Engineering; Head of Display Technologies | 2015–2016 | Led advanced opto-electronics and display programs . |
| Google / Google X | Senior engineering leader; founded/led moonshot programs | 2012–2015 | Advanced CE and optics programs . |
| Intel | CTO, Display Division | Not disclosed | Led display technology initiatives . |
| One Laptop per Child (OLPC) | Co‑founder & CTO; lead architect of $100 laptop | 2005 onward | Shipped millions of laptops globally . |
| Openwater | Founder, Chairperson; former CEO | 2016–present | Pioneering therapeutic/diagnostic devices and BCI . |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Luminar Technologies (NASDAQ: LAZR) | Director | Feb 2021 | Public company board; LiDAR systems leader . |
| UC Berkeley CDSS | Advisory Board Member | N/A | Advisory experience in data/AI ecosystem . |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Board determined Dr. Jepsen independent under NYSE/SEC standards . |
| Lear committees (2024/2025) | People & Compensation (member); Governance & Sustainability (member) . |
| Committee chairs | Not a chair; Audit Chair: Halverson; P&C Chair: Lewis; G&S Chair: Mallett . |
| Board/committee meetings 2024 | Board 9; Audit 9; P&C 8; G&S 5 . |
| Attendance & AGM | Each director attended ≥75% of applicable meetings; all directors attended 2024 annual meeting . |
| Interlocks (P&C) | No committee interlocks disclosed for 2024; P&C members included Jepsen . |
| Board service limits | Non‑employee directors may serve on ≤3 other public boards; Jepsen’s disclosed public board outside Lear: Luminar (within limit) . |
| Shareholder say-on-pay | 2024 support 90.2%; 5‑year average 91.8% (ex‑abstentions/broker non‑votes) . |
| Hedging/pledging | Officers/directors prohibited from hedging or pledging Lear stock . |
| Clawbacks | SEC‑mandated restatement clawback plus supplemental “Improper Conduct” recovery policy . |
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees earned (Jepsen) | $128,333 | 2024 fees; no meeting fees typical unless >12 meetings . |
| Equity grant (RSUs, FV) | $174,893 | Annual RSU grant; vests at earlier of 1‑yr anniversary or next AGM ≥50 weeks later . |
| Total (Jepsen, 2024) | $303,226 | Sum of cash + RSU grant date FV . |
| Standard plan (effective May 16, 2024) | Board retainer $135,000 cash; $175,000 RSUs | Non‑Exec Chair add’l $80,000 cash + $120,000 RSUs; Committee chair adders: Audit $30k; P&C $25k; G&S $25k . |
| Stock ownership guideline | 5× base cash retainer; 50% net share holding until compliant | As of Dec 31, 2024, all non‑employee directors (including Jepsen) compliant except a few newer directors; Jepsen not listed as exception . |
Performance Compensation (Oversight Focus)
Directors do not have performance‑based pay at Lear; however, as a P&C Committee member, Jepsen oversees the following executive incentive metrics and designs.
| Incentive | Measure | Weight | Rationale (company‑wide) |
|---|---|---|---|
| Annual Incentive Plan (AIP, 2024) | Adjusted Operating Income | 50% | Core earnings driver; widely understood operating metric . |
| Free Cash Flow | 50% | Cash generation through earnings/working capital discipline . | |
| Strategic Scorecard | ±10% modifier | Innovation/automation/digitization milestones . | |
| Long‑Term Incentive (2024‑2026 PSUs) | Adjusted Pretax Income | 50% | Multi‑year earnings growth; goals set pre‑period . |
| Adjusted ROIC Improvement | 25% | Capital efficiency; bps improvement vs. 2023 baseline . | |
| Relative TSR | 25% | Peer‑relative value creation; capped at 100% if absolute TSR negative . |
Reference performance outcomes: 2024 AIP paid at 89% of target (AOI $1,101M vs $1,215M target; FCF $561M vs $630M target; +9% scorecard) . 2022‑2024 PSUs paid at 112% of target (AOI over 3 yrs + Relative TSR at 26.7th percentile) .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict notes |
|---|---|---|
| Luminar Technologies (LAZR) | Director | No related‑party transaction with Lear disclosed in 2024–2025 proxies; monitoring advisable given potential supplier/customer adjacency in auto tech . |
P&C Committee interlocks: none disclosed for 2024; Jepsen served on P&C with Cheng, Halverson, Lewis, Ligocki .
Expertise & Qualifications
- Technology/Engineering leader with CEO/Founder experience; strong strategy/operations background; ESG and international experience reflected in Lear’s board skills matrix .
- Recognitions: TIME 100; CNN Top 10 Thinkers; ~250+ patents .
- Domain breadth spanning displays, optics, AI/BCI, and health tech relevant to Lear’s E‑Systems and advanced electronics portfolios .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned Lear shares | 11,034 | As of March 18, 2025; <1% of outstanding . |
| RSUs outstanding (scheduled vest) | 1,337 | Vests on May 16, 2025; within 60 days post record date . |
| Pledging/Hedging | Prohibited for directors | Per Insider Trading Policy . |
| Ownership guideline status | In compliance | Director guideline: 5× base retainer; Jepsen not listed among exceptions . |
Governance Assessment
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Strengths
- Independent director with deep technology, optics and AI background; sits on P&C and G&S committees—direct line into compensation design, human capital, governance, and sustainability oversight .
- Consistent board/process discipline: strong attendance (≥75% standard met), executive sessions, majority voting, and robust clawbacks and anti‑hedging/pledging policies .
- Shareholder alignment signals: director stock ownership guideline compliance; company say‑on‑pay support remains strong (90.2% in 2024; 5‑year ~91.8%) .
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Watch items (potential, not identified issues)
- External public board at Luminar (LAZR) creates adjacency to auto autonomy supply chain; no related‑party transactions disclosed, but periodic review warranted for procurement/conflict screening .
- Performance plan tracking: 2024‑2026 LTI currently below target on ROIC/TSR (company disclosure); continued scrutiny of goal‑setting and investor messaging advisable as a P&C member .
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RED FLAGS
- None identified in disclosures for Jepsen: no related‑party transactions, no attendance shortfall, no hedging/pledging or tax gross‑ups; no P&C interlocks reported .