Lear appoints Jared Fedele CFO effective March 1, 2027
Fedele previously led global financial planning and held finance leadership roles in Lear’s Asia Pacific region.
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Form Type
8-K
Rhea-AI Filing Summary
Lear Corporation appointed Jared Fedele as senior vice president and chief financial officer effective March 1, 2027. Jason Cardew’s CFO service ends February 28, 2027; he will then serve in a non-executive consulting and advisory role through December 31, 2027, subject to earlier termination under his agreement.
Fedele’s initial annual base salary is $750,000. Cardew will receive $22,000 per month during the advisory term, remain eligible for a cash bonus tied only to the 2027 performance-year period when he served as CFO, and receive no cash severance if his employment ends during that term.
Filing Explained
Fedele’s agreement adds conditional cash severance, health coverage and equity vesting, subject to specified termination conditions.
The CFO handoff remains prospective; Fedele’s agreement adds contingent benefits if Lear ends his employment other than for cause or incapacity, he dies, or he leaves for good reason. The severance is twice the sum of the higher applicable annual base salary and target bonus (each measured at termination or the agreement’s effective date, whichever is higher), plus 24 months of continued health coverage; it requires a signed, unrevoked release.
For termination by Lear for incapacity or for a reason other than cause, Fedele’s good-reason termination, or his death, time-based LTSIP awards vest fully and performance-based awards vest pro rata based on actual performance.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Fedele CFO appointment effective: March 1, 2027
Cardew CFO service through: February 28, 2027
Fedele initial annual base salary: $750,000 per year
+4 more
7 metrics
Fedele CFO appointment effective
March 1, 2027
Effective date of his appointment as senior vice president and chief financial officer
Cardew CFO service through
February 28, 2027
Last stated date of his CFO service
Fedele initial annual base salary
$750,000 per year
Employment agreement effective March 1, 2027
Cardew monthly base salary
$22,000 per month
Non-executive advisory term
Fedele severance multiplier
Two times
Sum of applicable annual base salary and target bonus
Continued health coverage
24 months
Fedele severance package, subject to its conditions
Cardew planned retirement
December 31, 2027
End of the stated advisory period
Key Terms
Annual Incentive Plan, 2019 Long-Term Stock Incentive Plan, good reason, pro-rata vesting, +1 more
5 terms
Annual Incentive Plan financial
"eligible to participate in the Company’s Annual Incentive Plan"
2019 Long-Term Stock Incentive Plan financial
"and 2019 Long-Term Stock Incentive Plan, as amended and restated"
good reason financial
"by Mr. Fedele for “good reason”"
pro-rata vesting financial
"pro-rata vesting of performance-based LTSIP awards"
non-solicitation financial
"confidential information, and non-solicitation"
A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Who is becoming LEA’s CFO, and when does the change take effect?
Lear appointed Jared Fedele as senior vice president and chief financial officer effective March 1, 2027. Jason Cardew will serve as CFO through February 28, 2027, then move into a non-executive consulting and advisory role through December 31, 2027, subject to earlier termination under his agreement.
What severance terms apply to LEA CFO Jared Fedele?
If Fedele’s employment is terminated by Lear other than for “cause” or “incapacity,” due to his death, or by him for “good reason,” he is entitled to severance equal to two times the sum of his annual base salary and target bonus, each measured at the higher applicable amount at termination or the agreement’s effective date, plus 24 months of continued health coverage. He must execute and not revoke a release of claims.
What benefits and bonus will Jason Cardew receive after leaving LEA’s CFO role?
During his advisory term, Cardew will continue participating in Lear’s employee benefit plans under their terms and may receive a cash performance bonus only for the portion of the 2027 performance year when he served as CFO, calculated using his base salary during that period.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM 8-K
______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 13, 2026
______________________________________
(Exact name of Registrant as specified in its charter)
______________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
(Address of principal executive offices)
(248 ) 447-1500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b), (c) and (e)
On October 13, 2026, Jason Cardew notified Lear Corporation (the “Company”) that he has determined to resign as Senior Vice President and Chief Financial Officer of the Company, effective February 28, 2027. Thereafter, Mr. Cardew will continue to serve as a non-executive employee of the Company, in a consulting and advisory role, until his retirement from the Company on December 31, 2027. Jared Fedele has been appointed to serve as Mr. Cardew’s replacement in the role of Senior Vice President and Chief Financial Officer of the Company, effective March 1, 2027. A copy of the press release announcing the transition is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Mr. Fedele, age 45, currently serves as Vice President of Finance for the Company’s Global Seating and E-Systems businesses. Previously, he served as Vice President of Finance responsible for the Company’s worldwide financial planning and analysis from 2023 to 2025 and the Vice President of Finance and Chief Financial Officer for the Company’s Asia Pacific region from 2018 to 2023. Mr. Fedele joined the Company in July 2003. Since then, he has served in finance roles of increasing responsibility, including management roles in a Company manufacturing facility.
There are no family relationships between Mr. Fedele and any of the directors or executive officers of the Company, nor are there transactions in which Mr. Fedele has an interest requiring disclosure under Item 404(a) of Regulation S-K. Except for the Fedele Agreement (as defined below), there are no arrangements or understandings between Mr. Fedele and the Company, its officers or directors, or, to the Company’s knowledge, any other person, pursuant to which Mr. Fedele was selected as an officer of the Company.
In connection with Mr. Fedele’s appointment as Senior Vice President and Chief Financial Officer of the Company, on October 13, 2026, the Company entered into an Employment Agreement with Mr. Fedele, effective March 1, 2027 (the “Fedele Agreement”).
Pursuant to the Fedele Agreement, Mr. Fedele will serve as the Company’s Senior Vice President and Chief Financial Officer. Mr. Fedele will receive an initial annual base salary of $750,000 and will be eligible to participate in the Company’s Annual Incentive Plan, as amended and restated and 2019 Long-Term Stock Incentive Plan, as amended and restated (the “LTSIP”). In the event that Mr. Fedele’s employment is terminated by the Company other than for “cause” or “incapacity” or due to Mr. Fedele’s death, or by Mr. Fedele for “good reason” (as such terms are defined in the Fedele Agreement), Mr. Fedele will become entitled to receive a severance package, subject to his execution and non-revocation of a release of claims in favor of the Company, comprised of two times the sum of Mr. Fedele’s annual base salary in effect on the date of such termination or on the effective date of his employment agreement, if higher and his target bonus in effect on the date of such termination or on the effective date of his employment agreement, if higher and 24 months of continued health coverage. In the event that Mr. Fedele’s employment is terminated by the Company for incapacity or for any reason other than cause, by Mr. Fedele for good reason or upon Mr. Fedele’s death, Mr. Fedele will become entitled to full vesting of time-based vesting LTSIP awards and pro-rata vesting of performance-based LTSIP awards (based on actual performance). In addition, the Fedele Agreement contains restrictive covenants relating to non-competition, confidential information, and non-solicitation of the Company’s employees and customers.
In connection with the transition, the Company and Mr. Cardew entered into an Amended and Restated Employment Agreement (the “Cardew Agreement”), effective March 1, 2027. Under the Cardew Agreement, Mr. Cardew will serve as a non-executive employee of the Company in a consulting and advisory role, from the effective date thereof through Mr. Cardew’s retirement from the Company on December 31, 2027 (or his earlier termination in accordance with the Cardew Agreement) (the “Term”). During the Term, Mr. Cardew will assist with the leadership transition and provide other services as reasonably requested by Raymond E. Scott, President and Chief Executive Officer of the Company, and Mr. Fedele. In exchange for providing such services during the Term,
2
Mr. Cardew will receive a base salary of $22,000 per month, will continue to participate in the Company’s employee benefit plans, in accordance with their terms as in effect from time to time, and will be eligible to receive a cash performance bonus solely with respect to the period in the 2027 performance year during which he served as Senior Vice President and Chief Financial Officer of the Company (determined based on Mr. Cardew’s base salary in effect during such period). The Cardew Agreement otherwise contains terms substantially similar to those of Mr. Cardew’s employment agreement in effect prior to the amendment and restatement except that, in the event that Mr. Cardew’s employment terminates for any reason during the Term, Mr. Cardew will not be entitled to receive any cash severance benefits.
The foregoing descriptions of the Fedele Agreement and the Cardew Agreement are summaries only and are qualified in their entirety by reference to the full text of the Fedele Agreement and the Cardew Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated by reference herein.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Description | ||||
| 10.1 | Employment Agreement, effective March 1, 2027, by and between Mr. Fedele and Lear Corporation. | ||||
| 10.2 | Amended and Restated Employment Agreement, effective March 1, 2027, by and between Mr. Cardew and Lear Corporation. | ||||
| 99.1 | Press Release, dated October 19, 2026. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| Lear Corporation | ||||||||||||||||||||
| October 19, 2026 | By: | /s/ Raymond E. Scott | ||||||||||||||||||
| Name: | Raymond E. Scott | |||||||||||||||||||
| Title: | President and Chief Executive Officer | |||||||||||||||||||
4
Lear Contact: Katya Pruett
Contact Information: 248-447-1646
Lear Announces CFO Succession Plan
Jared Fedele to Assume CFO Role Effective March 1, 2027
Jason Cardew to Retire from Lear on December 31, 2027
SOUTHFIELD, Mich., October 19, 2026 — Lear Corporation (NYSE: LEA), a global automotive technology leader in Seating and E-Systems, today announced it has appointed Jared Fedele to the position of Senior Vice President and Chief Financial Officer, effective March 1, 2027, following a robust succession-planning process. Fedele will succeed Jason Cardew, who has elected to retire after 34 years of service. Cardew will continue to serve as Chief Financial Officer through February 28, 2027. He will then serve in a non-executive capacity as Executive Advisor to Lear's senior management team through December 31, 2027, supporting an orderly transition and providing continuity on select strategic matters.
“I want to thank Jason for his exceptional leadership and contributions to Lear,” said Ray Scott, president and CEO. “Throughout his tenure as CFO, Jason has been a trusted partner who brought vision and rigor to our financial strategy and processes, built a strong global Finance organization and played an important role in positioning Lear for continued profitable growth.”
“It has been a privilege to serve as CFO of Lear, and I’m incredibly proud of what we have accomplished together,” Cardew said. “I’ve worked closely with Jared for many years, and I am confident that he has the experience, judgment and deep understanding of our business to lead our Finance organization forward. I look forward to supporting him through a smooth transition.”
During his 23-year career with Lear, Fedele has led Global Financial Planning and Analysis and held senior operational finance roles across the company. He currently serves as Vice President of Finance for Seating and E-Systems, overseeing finance for both of Lear’s operating divisions. He brings extensive insight into Lear’s global operations, including more than six years of finance leadership in Asia Pacific across two separate assignments, with significant experience in China supporting the company’s expansion in the region.
“As a Lear veteran with broad experience across our businesses, Jared is well prepared to lead our Finance organization as we continue to execute our strategy,” Scott added. “His appointment reflects the depth of leadership talent we have developed across Lear and his readiness to assume this important role. He is a proven leader with a deep understanding of our business and financial strategy and has led our response to key priorities, including tariffs and initiatives to improve profitability and drive value creation. I am confident Jared will provide strong leadership as we continue to strengthen our financial performance and create long-term value for our shareholders.”
“I’m honored to take on this role and build on the strong foundation Jason has established at Lear,” Fedele said. “Lear has tremendous opportunities ahead as we continue to invest in innovation, strengthen our competitiveness and grow with our global customers. I look forward to working with the team in this new role to advance our strategic priorities.”
About Lear Corporation
Lear Corporation (NYSE: LEA) is a global automotive leader in Seating and E-Systems. The company designs, manufactures, and delivers advanced technologies to the world’s major automakers. Building on more than 100 years of heritage, Lear is the largest U.S.-based automotive supplier, headquartered in Southfield, Michigan. Driven by a commitment to innovation, operational excellence, and sustainability, Lear’s global team of talented employees is shaping the future of mobility by developing solutions that enhance comfort, safety, and efficiency. More information is available at Lear.com.
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