Rod A. Lache
LEARAbout Rod A. Lache
Independent director of Lear Corporation; appointed in August 2024 and standing for election at the May 16, 2025 annual meeting. Former Managing Director and Senior Analyst at Wolfe Research focused on the automotive sector, bringing decades of investor and industry analysis experience to the board. Age 55; the board has determined he is independent under NYSE standards. Attendance: the company reports all directors met at least 75% attendance for 2024 board/committee meetings; the board met 9 times in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wolfe Research, LLC | Former Managing Director and Senior Analyst | Not disclosed | Brings “decades of automotive analyst experience” and investor perspective to the board |
External Roles
- Not disclosed in the 2025 proxy pages reviewed. The board’s overboarding policy limits non‑employee directors to no more than three other public boards.
Board Governance
- Committee assignments: Not currently assigned to Audit, People & Compensation (P&C), or Governance & Sustainability (G&S) committees; per board practice, new directors are generally not placed on committees in their first year.
- Independence: Determined independent by the board.
- Attendance: All directors achieved at least 75% attendance in 2024; board held 9 meetings (Audit 9; P&C 8; G&S 5).
- Leadership structure: Separate Non‑Executive Chair (Greg C. Smith); independent directors meet in executive session without management.
| Committee | Role |
|---|---|
| Audit | None (new‑director practice) |
| People & Compensation | None (new‑director practice) |
| Governance & Sustainability | None (new‑director practice) |
Fixed Compensation
| Component | Policy Detail | Amount/Notes |
|---|---|---|
| Annual cash retainer | $135,000 for non‑employee directors | Effective May 16, 2024 |
| Committee chair fees | Audit $30,000; P&C $25,000; G&S $25,000 | Not applicable to Lache (no chair role) |
| Non‑Executive Chair premium | $80,000 (cash) | Not applicable |
| Meeting fees | $1,500 per board meeting in excess of 12/year | None disclosed for 2024 |
| 2024 cash paid (Lache) | — | $56,250 (partial‑year service) |
2024 director cash compensation for Lache:
| Year | Cash Fees | Source |
|---|---|---|
| 2024 | $56,250 |
Deferrals: Directors may elect to defer cash retainers to a notional account (prime rate) with distributions at a selected date, separation, or change in control.
Performance Compensation
Non‑employee directors receive time‑vested RSUs; no performance metrics apply.
| Equity Element | Policy Detail | Lache 2024 |
|---|---|---|
| Annual RSU award | ~$175,000 grant value; vests on earlier of 1st anniversary or next annual meeting ≥50 weeks after prior meeting | Pro‑rated RSU for August 2024 appointment; grant date fair value $131,200 |
| Outstanding/unvested RSUs | As of Dec 31, 2024 | 1,205 RSUs (scheduled to vest at/around May 16, 2025, per annual meeting vesting framework) |
Deferrals: Directors may defer RSUs into stock units; shares distributed per election upon vesting and distribution triggers (incl. change in control).
Other Directorships & Interlocks
- Overboarding policy: Non‑employee directors may serve on no more than three other public company boards; the CEO on no more than one.
Expertise & Qualifications
- Automotive investor/analyst expertise: Decades as a senior sell‑side analyst in autos; board explicitly cites his ability to bring investor perspectives.
- Principal occupation: Former Managing Director and Senior Analyst, Wolfe Research, LLC.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 3,383 shares (less than 1% of outstanding) |
| Unvested RSUs | 1,205 RSUs vesting on May 16, 2025 (within 60 days of record date) |
| Options | None disclosed |
| Pledging/Hedging | Prohibited for directors by policy |
| Director ownership guideline | 5x annual cash retainer; must hold 50% of net shares until compliant |
| Compliance status (as of Dec 31, 2024) | In compliance with 50% hold requirement (not yet at 5x guideline due to recent appointment) |
Governance Assessment
-
Positives
- Independent director with deep auto and capital markets expertise; explicitly recruited for investor perspective.
- Strong alignment mechanisms: time‑vested RSUs; director ownership guideline (5x retainer) with mandatory 50% post‑vest holding until compliant; hedging/pledging prohibited.
- No related‑party transactions involving Lache disclosed. Related‑party section lists only two management relatives (CEO’s sons) with routine employment.
- Board structure and process are strong: separate Chair/CEO; independent executive sessions; robust committee oversight; full‑year attendance standard met by all directors.
- Shareholder support context: Say‑on‑Pay support 90.2% in 2024; five‑year average 91.8%.
-
Watch items
- No committee assignment in first year (standard practice) may delay immediate committee‑level influence; expected to be addressed after first‑year onboarding.
- Ownership guideline not yet fully met due to recent appointment; currently complying with 50% net‑share hold requirement.
-
RED FLAGS
- None identified specific to Lache: no disclosed conflicts, pledging, hedging, or related‑party transactions.
Signal for investors: Lache’s profile suggests a board voice attuned to equity‑market expectations and auto supplier dynamics, with compensation and ownership structures aligned to shareholder interests and no evident conflicts or attendance concerns.