Bunsei Kure
VISTEONAbout Bunsei Kure
Bunsei Kure (age 68) is an independent director of Visteon Corporation and has served on the Board since 2022; he is the former CEO of Renesas Electronics and previously held senior roles at Nidec (EVP/COO) and Calsonic Kansei (CEO), bringing deep automotive and semiconductor expertise and networks within Japanese OEMs and suppliers . He currently holds one other public company directorship per the proxy nominee summary and is affirmed independent under Nasdaq and Visteon guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Renesas Electronics | Chief Executive Officer | Jun 2016–Jun 2019 | Led a leading automotive semiconductor supplier; deep sector experience |
| Nidec | Executive Vice President; Chief Operating Officer | Jun 2013–Sep 2015 | Leadership at world’s largest electric motor company |
| Calsonic Kansei (now Marelli) | Chief Executive Officer | Jun 2008–Mar 2013 | Tier-1 supplier leadership; automotive operations |
External Roles
| Organization | Role | Type | Tenure | Notes |
|---|---|---|---|---|
| Nippon Avionics Co., Ltd. | Director | Public | Current | Proxy lists one other public board for Kure |
| OM Digital Solutions Corporation | Director | Private | Current | Privately-held company |
Board Governance
- Committees: Member, Corporate Sustainability and Governance Committee; Member, Organization and Compensation Committee; not listed on Audit or Technology Committees .
- Committee meeting cadence: Corporate Sustainability and Governance Committee met 5 times in 2024; Organization and Compensation Committee met 5 times in 2024 .
- Independence: Board affirmed Kure’s independence in April 2025; all non-employee directors were independent .
- Attendance: Board held 7 meetings in 2024; no director attended less than 75% of aggregate Board and committee meetings; all current directors attended the 2024 Annual Meeting .
- Governance practices: All Board committees are composed entirely of independent directors; majority voting, proxy access, and separated Chair/CEO roles are in place .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Standard non-employee director retainer |
| Committee member fees | None for Kure’s committees | Audit Committee members receive an extra $10,000; Kure is not on Audit |
| Committee chair fees | N/A | Chairs receive $25,000 (Audit), $20,000 (Comp), $15,000 (CSG/Tech); Kure is not a chair |
| Equity grant (RSU) | $150,000 (June 2024) | Vests approximately one year after grant; distributed in shares unless deferred |
| Total 2024 director compensation | $245,000 | Fees earned $95,000 + Stock awards $150,000 |
| Deferral elections | Up to 100% of total retainer and cash under plan into unit account | Value tied to VC stock; distribution after termination or change in control |
| Director ownership guideline | 5x annual cash retainer within five years | As of Dec 31, 2024, all directors were in compliance |
Performance Compensation
| Element/Metric | Design | 2024 Value/Outcome |
|---|---|---|
| Director RSUs | Time-based vesting (~1 year post-grant) | $150,000 grant in June 2024 |
| Performance-linked equity (PSUs) for directors | Not used for non-employee directors | None disclosed |
| Ownership guideline (alignment metric) | Hold VC stock equal to 5x cash retainer within five years | In compliance as of 12/31/2024 |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks |
|---|---|---|---|
| Nippon Avionics Co., Ltd. | Electronics/Industrial | Director | No related-party transactions with VC disclosed; Board annually reviews affiliations |
| OM Digital Solutions Corporation | Consumer Imaging/Tech | Director | Private; no related-party transactions disclosed |
Expertise & Qualifications
- Senior leadership, automotive industry, international business, financial literacy, governance/sustainability/compliance, and marketing/sales experience highlighted in Board’s qualifications matrix .
- Brings extensive experience in global automotive and semiconductor industries and deep networks within Japanese OEMs and suppliers .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Stock Units (deferred/plan) |
|---|---|---|---|
| Bunsei Kure | 2,030 | * (<1%) | 1,396 |
Notes:
- No shares have been pledged as collateral by any director or executive officer listed; anti-hedging and anti-pledging policies apply to directors and officers .
- Restricted stock unit awards to non-employee directors in June 2024 vest approximately one year post-award; distributions generally in shares unless deferral elections are in place .
Governance Assessment
- Alignment and independence: Kure is affirmed independent and serves on two key governance committees (CSG and Compensation), reinforcing oversight of sustainability, director pay, CEO/NEO pay, and succession planning; both committees are fully independent and use an external consultant (FW Cook) with no identified conflicts .
- Engagement: Board met seven times in 2024, with no director below 75% attendance, and he is part of committees that met five times each—indicative of active governance cadence .
- Pay and ownership alignment: Modest cash retainer and annual RSU grant with one-year vesting, optional deferral tied to VC stock performance, and a 5x retainer ownership guideline (in compliance as of year-end) support alignment with shareholders .
- Conflicts and red flags: No shares pledged, robust anti-hedging/anti-pledging policy, and no related-party transactions disclosed involving director affiliations; company states no excise tax gross-ups and no option repricing practices—reducing governance risk .
- Broader context: Strong 2024 say‑on‑pay support (~97%) and governance features (independent Chair, majority voting, proxy access) support investor confidence in board oversight .
RED FLAGS: None evident in filings for Kure—no pledging, no related-party transactions, no tax gross‑ups, and no option repricing reported .