Roger A. Krone
LEARAbout Roger A. Krone
Roger A. Krone (age 68) is an independent director of Lear Corporation, serving since 2020. His principal occupation is President and CEO of the Boy Scouts of America. At Lear, he serves on the Audit Committee and the Governance & Sustainability Committee, and the Board has affirmatively determined his independence under NYSE standards. In 2024, the Board held nine meetings; each director attended at least 75% of their Board and committee meetings, and all directors attended the 2024 annual meeting.
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boy Scouts of America | President & CEO | Current (principal occupation) | Not disclosed in proxy |
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 9 | Listed as a member in Audit Committee report |
| Governance & Sustainability (G&S) | Member | 5 | Member per committee roster |
- Independence: Board affirmatively determined Krone is independent; Board committees are composed solely of independent directors.
- Board structure: Separate Non-Executive Chair; regular executive sessions of independent directors.
- Attendance: Board held 9 meetings in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting.
- Shareholder environment: Say-on-Pay approval 90.2% in 2024.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | 128,333 | Actual cash paid for 2024 service |
| Cash Retainer Deferral (2024) | 9,583 | Portion of cash retainer Krone elected to defer |
| Annual Board Retainer (policy, effective 5/16/2024) | 135,000 | Outside Directors Compensation Plan |
| Committee Chair fees (policy) | 25,000–30,000 | P&C Chair $25k; G&S Chair $25k; Audit Chair $30k; not applicable to Krone in 2024 |
Performance Compensation
| Equity Award | Grant Date | Units (#) | Grant Date Fair Value ($) | Vesting | Deferral |
|---|---|---|---|---|---|
| Annual RSU (2024) | 5/16/2024 | 1,337 | 174,893 | Vests on earlier of 1-year anniversary or next annual meeting ≥50 weeks after prior annual meeting | RSUs will be deferred upon vesting, per Krone’s election |
- Annual director RSUs are time-based, settled in stock; directors generally receive ~$175,000 grant value (Non-Executive Chair additional $120,000).
- No meeting fees unless >12 meetings/year.
Other Directorships & Interlocks
- No public company directorships or interlocks for Krone are disclosed in the proxy; P&C Committee interlocks note none involving Lear executives.
Expertise & Qualifications
- Skills matrix indicates experience in: CEO/Large Business Head, Auto Industry, Technology, Strategy, Finance, Operations, Human Capital Management, ESG, International.
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Shares owned (beneficial) | 5,527 | Less than 1% of shares outstanding |
| Deferred Stock Units (DSUs) | 3,611 | Fully vested; convert 1-for-1 to common stock upon earliest of departure, change-in-control, or elected date |
| Unvested RSUs (as of 12/31/2024) | 1,337 | Scheduled to vest on 5/16/2025; Krone elected deferral upon vesting |
| Director ownership guideline | 5x base cash retainer | Directors must hold 50% of net shares until guideline met |
| Guideline compliance (12/31/2024) | Not yet met; 50% hold in place | Krone among directors still in compliance with hold requirement while building ownership |
- Hedging and pledging of company stock are prohibited for directors.
- Robust clawback policies exist; director compensation limits and board service limits (≤3 other public company boards for non-employee directors).
Governance Assessment
- Strengths: Independent status; dual committee roles (Audit and G&S) that enhance oversight; strong board governance practices (separate Chair/CEO, executive sessions); high shareholder support on compensation (90.2%).
- Alignment: Meaningful equity via RSUs and DSUs; ownership guideline with mandatory 50% hold supports longer-term alignment.
- RED FLAGS / Watch items:
- Late Section 16(a) Form 4 filing on May 28, 2024 due to inadvertent administrative error.
- Not yet at full ownership guideline as of 12/31/2024 (still subject to 50% hold, which mitigates alignment risk).
Insider Trades
| Item | Date | Detail |
|---|---|---|
| Late Form 4 filing | 2024-05-28 | One transaction; late due to inadvertent administrative error per Section 16(a) disclosure |
Notes:
- Director compensation and equity details reflect the 2025 proxy statement’s disclosure for fiscal 2024.
- Committee membership and governance practices per 2025 proxy.