Patricia L. Lewis

About Patricia L. Lewis

Patricia L. Lewis is an independent director of Lear Corporation, serving since 2020 and currently age 63; her principal occupation is Executive Vice President and Chief Sustainability Officer at UnitedHealth Group Incorporated, indicating deep experience in ESG strategy and large-scale operations . She chairs Lear’s People & Compensation (P&C) Committee and is a member of the Governance & Sustainability (G&S) Committee, reflecting board confidence in her compensation oversight and sustainability governance expertise . The board’s skills matrix tags her strengths in strategy, technology, human capital management, ESG, finance, and international experience—core credentials relevant to Lear’s strategic priorities .

Past Roles

No prior-role biography details beyond her current UHG role are disclosed in Lear’s proxy; the section is omitted per disclosure rules .

External Roles

Board Governance

• Committee assignments: Chair, People & Compensation Committee; Member, Governance & Sustainability Committee .
• Independence: The board affirmatively determined Lewis is independent under NYSE standards .
• Attendance and engagement: In 2024 the board held nine meetings; all directors attended at least 75% of board and committee meetings, and all directors attended the 2024 annual meeting .
• Board structure: Separate Non-Executive Chair and CEO; committees comprised solely of independent directors; independent directors meet in executive session without management .
• Risk oversight: P&C oversees compensation and succession risks; G&S oversees governance and sustainability risks; Audit oversees financial/compliance/cybersecurity risks .
• Shareholder engagement: In 2024 management engaged holders representing ~70% of outstanding shares (253 interactions with 116 institutions) .

Fixed Compensation

Outside Directors Compensation Plan (effective May 16, 2024):

• Annual Board Retainer: $135,000 .
• Additional Chair Fees: Audit Chair $30,000; G&S Chair $25,000; P&C Chair $25,000 .
• Annual RSU Award: ~$175,000 grant-date value (Non-Executive Chair +$120,000 additional RSU) .
• RSU vesting: Earlier of first anniversary of grant date or next annual meeting at least 50 weeks after the prior annual meeting, subject to service .
• Deferral program available for cash retainer and RSUs; deferred RSUs settle in shares per election .

Performance Compensation

Directors receive time-based RSUs, not performance-vested awards; the annual RSU grant vests as described and aligns interests via equity ownership and holding requirements . Directors are not covered by annual cash AIP or performance shares used for executives; P&C Committee (chaired by Lewis) sets executive metrics (Adjusted Operating Income, Free Cash Flow; Adjusted Pretax Income; Adjusted ROIC Improvement; Relative TSR), reinforcing her expertise in performance-linked pay governance .

Other Directorships & Interlocks

• Other public company directorships: None disclosed beyond Lear; principal occupation is UHG EVP & CSO .
• P&C Committee interlocks: Proxy discloses no compensation committee interlocks or insider participation issues; Lewis served on the 2024 P&C Committee and submits the report as Chair .
• Related party transactions: No transactions involving Lewis disclosed; the related party section lists only compensation for CEO’s family members .

Expertise & Qualifications

• Board skills matrix: Strategy, Technology, Human Capital Management, ESG, Finance, International experience .
• Governance and sustainability oversight: G&S Committee oversees corporate governance and sustainability; her UHG role supports expertise in ESG practices relevant to Lear .
• Compensation oversight: As P&C Chair, she leads executive/director compensation governance; uses independent consultant Pay Governance; robust benchmarking and peer groups applied .

Equity Ownership

Notes:

• Shares outstanding: 56,952,094 (record date Mar 18, 2024) and 53,540,555 (record date Mar 18, 2025)—context for percentage determination .

Governance Assessment

Strengths

• Independence and leadership: Independent director; currently chairs the P&C Committee, signaling strong governance credentials in compensation oversight .
• Robust pay governance under her chairship: Independent compensation consultant (Pay Governance), clear metrics, and rigorous goal-setting; comparator and TSR peer groups maintained .
• Shareholder alignment signals: High say-on-pay support (90.2% last year; 5-year average 91.8%); 2025 advisory vote passed with 48,446,459 for vs. 870,569 against .
• Board effectiveness practices: Separate Chair/CEO, independent committees, executive sessions without management .
• Risk controls and policies: Comprehensive clawbacks (restatements and improper conduct), prohibited hedging/pledging, annual compensation risk assessments .

Watch items / potential conflicts

• Ownership guideline progress: As of Dec 31, 2024, Lewis had not yet met the 5x cash retainer ownership guideline but is compliant with the 50% net-share hold requirement—a watch item for alignment progress .
• External executive role: Her senior role at UHG is unrelated to Lear’s supplier-customer ecosystem as disclosed; no related-party transactions identified, mitigating conflict concerns .
• Attendance disclosure: Company-level disclosure is “≥75%” for directors (strong but not granular to each director); continued monitoring advisable .

Director Compensation Details (Structure and Vesting)

Say‑on‑Pay & Shareholder Feedback

• 2025 advisory vote counts: For 48,446,459; Against 870,569; Abstentions 37,761; broker non-votes 1,386,098, indicating continued support for the compensation program under P&C oversight .
• Historical support: Prior year say‑on‑pay approval 90.2%; five‑year average 91.8% (excluding abstentions and broker non‑votes) .
• Engagement: Management engaged ~70% of outstanding shares in 2024; feedback supportive of compensation programs and practices .

Risk Indicators & Red Flags

• Legal/SEC: No Section 16(a) delinquency noted for Lewis; one late Form 4 in 2024 was for another director due to administrative error .
• Related parties: No transactions involving Lewis disclosed .
• Hedging/pledging: Prohibited for directors, reducing alignment risks .
• Clawbacks: Restatement‑based recoupment and improper‑conduct recoupment policies in place .

Compensation Committee Analysis (under Lewis’s chairship)

• Independent consultant: Pay Governance; scope includes benchmarking, design, market trends, technical considerations; P&C has sole authority for engagement terms; no conflicts found .
• Comparator group: Expanded to 20 companies in 2024 (e.g., Corning, Dana, Honeywell, Stanley Black & Decker added); revenues from $10.3B–$51.5B (median $18.2B); Lear’s incentive metrics align with peers .
• TSR peer group: 24 companies primarily automotive suppliers and industrials for 2024–2026 performance shares (e.g., BorgWarner, Magna, TE Connectivity, PACCAR, Textron, Visteon) .

Director‑Specific Policies

• Ownership Guidelines: 5× cash retainer; 50% net shares hold until compliance .
• Insider Trading: Prohibits hedging, pledging, short sales, public options, margin accounts; promotes alignment and compliance .
• Governance Practices: Limits on number of other boards and audit committees; majority voting with resignation policy; mandatory retirement age policy .

Appendices: Board Meetings & Committees (2024)