DEF 14A of Aptiv PLC

Filed Mar 16, 2026 · FY20250001193125-26-108328

Open on EDGAR

ELECTION OF DIRECTORS
ELECTION OF DIRECTORS THAT the following directors be elected as directors of the Company: 1) Kevin P. Clark 2) Håkan Agnevall 3) Nancy E. Cooper 4) Joseph L. Hooley 5) Vasumati P. Jakkal 6) Merit E. Janow 7) Sean O. Mahoney 8) Paul M. Meister 9) Robert K. Ortberg 10) Colin J. Parris 11) Ana G. Pinczuk •
REORGANIZATION
| 2025 SUMMARY COMPENSATION TABLE | | 47 | | 2025 GRANTS OF PLAN-BASED AWARDS | | 49 | | 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | | 50 | | 2025 OPTION EXERCISES AND STOCK VESTED TABLE | | 51 | | 2025 NON-QUALIFIED DEFERRED COMPENSATION | Plan Benefits | 52 | | | Investment Options | 52 | | | Deferral Election Process | 52 | | | Distributions | 52 | | | Vesting | 52 | | | 2025 Non-Qualified Deferred Compensation Table | 53 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | Employment Arrangements | 54 | | | Annual Incentive Plan | 54 | | | Long-Term Incentive Plan | 54 | | | Change in Control Plan | 55 | | | Severance Plan | 55 | | | Potential Payments upon Termination or Change in Control Table | 57 | | CEO PAY RATIO | | 58 | | 2025 PAY VERSUS PERFORMANCE TABLE | Analysis of the Information Presented in the Pay Versus Performance Table | 60 | | | Most Important Measures in Linking Compensation with Performance in Fiscal Year 2025 | 62 | | REPORT OF THE AUDIT COMMITTEE | | 63 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES | | 64 | | APPOINTMENT OF AND PAYMENT TO AUDITORS (Resolution 12) | | 65 | | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (Resolution 13) | | 66 | | OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | | 67 | | SECURITY OWNERSHIP OF MANAGEMENT | | 68 | | RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | | 69 |
(RESOLUTIONS 1 TO 11)
(RESOLUTIONS 1 TO 11) All of our current directors are nominated for one-year terms to serve until the 2027 annual meeting, or until such director’s earlier resignation, retirement or other termination of service. The Board believes that the combination of the various qualifications, skills, and breadth and depth of experiences of the director nominees contributes to an effective and well-functioning Board. The Board and the Nominating and Governance Committee believe that, individually and as a whole, the directors possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management. Included in each director nominee’s biography below is an assessment of each of their specific qualifications, attributes, skills and experience. Committee memberships listed below are as of the date of this Proxy Statement. In connection with the Scheme completed on December 17, 2024, the then-serving directors of the Predecessor became the directors of Aptiv PLC with the same term of office as they had with the Predecessor. References below to tenure on the Board for each of our directors includes their service on the board of the Predecessor. Mr. Mahoney was a member of the Board prior to the Company’s initial public offering in 2011, and information included in this Proxy Statement as to his tenure on our Board reflects that service. The Board has been informed that each nominee is willing to continue to serve as a director. If a director does not receive a majority of the vote for his or her election, then that director will not be elected to the Board, and the Board may fill the vacancy with a different person, or the Board may reduce the number of directors to eliminate the vacancy.
(RESOLUTIONS 1 TO 11)
| | KEVIN P. CLARK | Age: 63 Kevin P. Clark has been a director since March 2015, when he became Aptiv’s President and Chief Executive Officer. In April 2022, he was named Chair and Chief Executive Officer. In 2014, Mr. Clark was appointed Chief Operating Officer responsible for Aptiv’s business segments, as well as the global supply chain function. He joined Aptiv in 2010 as Chief Financial Officer, responsible for all financial activities, including strategic planning, corporate development, financial planning and analysis, treasury, accounting, and tax. Before joining Aptiv, he was a founding partner of Liberty Lane Partners, LLC, a private investment company with investment holdings in healthcare, technology and distribution-related industries from 2007 to 2010. He served as Chief Financial Officer of Fisher Scientific International Inc., a manufacturer, distributor and service provider to the global healthcare market, from the company’s initial public offering in 2001 through the completion of its merger with Thermo Electron Corporation in 2006 forming Thermo Fisher Scientific Inc.. He also held a number of senior management positions while at Fisher Scientific. He began his career in the financial organization of Chrysler Corporation. Mr. Clark has both a bachelor’s degree in financial administration and a master’s degree in finance from Michigan State University. QUALIFICATIONS: Mr. Clark is a proven leader with notable success in creating and implementing Aptiv’s business and technology strategies. As our Chair and CEO, and former COO and CFO, he provides the Board with significant strategic, financial and industry expertise. | | | CHAIR & CEO DIRECTOR SINCE: MARCH 2015 NON-INDEPENDENT DIRECTOR APTIV COMMITTEE MEMBERSHIPS: None | | | | | Current Public Company Directorships: | Previous Public Company Directorships in Last Five Years: | | | · United Parcel Services, Inc. | · None |
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| | HÅKAN AGNEVALL | Age: 59 Håkan Agnevall has been a director since December 2025. Mr. Agnevall is President and Chief Executive Officer of Wärtsilä Corporation, a global leader in innovative technologies and complete lifecycle solutions for the marine and energy industries, a position he has held from February 2021. Before joining Wärtsilä, he was President of Volvo Buses and member of the Volvo Group Management, a position he held from 2013 to 2021. Previously, Mr. Agnevall held various leadership positions at Bombardier Transportation, a global leader in rail equipment, from 2010 to 2013; and at ABB Ltd., a global leader in electrification and automation, from 2003 to 2009. From 2000 to 2003, Mr. Agnevall worked in finance and consulting. He began his career at ABB Ltd. in 1991 and spent eight years there in a variety of engineering and commercial roles. Mr. Agnevall has a master’s degree in engineering physics paralleled by a bachelor’s degree in business administration from Lund University (Sweden) and later a master’s of business administration from IMD (Switzerland). QUALIFICATIONS: Mr. Agnevall brings to the Board a strong track record of business transformations and turnarounds in industries with highly engineered solutions. He has extensive international experience, having worked and lived in Scandinavia, the US, Thailand, Brazil and Switzerland. He is recognized for technology and service leadership, using disruption as an opportunity to position businesses for the future. | | | DIRECTOR SINCE: DECEMBER 2025 INDEPENDENT DIRECTOR APTIV COMMITTEE MEMBERSHIPS: None | | | | | Current Public Company Directorships: | Previous Public Company Directorships in Last Five Years: | | | · None | · None |
(RESOLUTIONS 1 TO 11)
| | Nancy E. Cooper | Age: 72 Nancy E. Cooper has been a director since February 2018. Ms. Cooper is the former Executive Vice President and Chief Financial Officer of CA Technologies, an IT management software provider, a position she held from 2006 until she retired in 2011. Before joining CA, she served as the Chief Financial Officer of IMS Health, Inc. from 2001 to 2006 and as Chief Financial Officer for Reciprocal, Inc. from 2000 to 2001. She began her career at IBM Corporation in 1976, where she held positions of increasing responsibility over a 22-year period, focusing on technology strategy and financial management. Ms. Cooper has bachelor’s degrees in both economics and political science from Bucknell University and a master’s of business administration from the Harvard Graduate School of Business. QUALIFICATIONS: Ms. Cooper brings to the Board significant experience leading a global public company finance organization, and contributes leadership, financial, risk management, technology and strategy expertise. | | | DIRECTOR SINCE: FEBRUARY 2018 INDEPENDENT DIRECTOR APTIV COMMITTEE MEMBERSHIPS: Audit Committee (Chair) and Nominating and Governance Committee | | | | | Current Public Company Directorships: | Previous Public Company Directorships in Last Five Years: | | | · Brunswick Corporation | · The Mosaic Company (2011-2021) |
(RESOLUTIONS 1 TO 11)
| | Joseph L. (Jay) Hooley | Age: 68 Joseph L. (Jay) Hooley has been a director since January 2020. Mr. Hooley is the former Chairman of the Board and Chief Executive Officer of State Street Corporation, one of the world’s leading providers of financial services to institutional investors, including investment servicing, investment management and investment research and trading. He served as State Street’s Chairman from 2011 to 2019, its Chief Executive Officer from 2010 to 2018, and its President and Chief Operating Officer from 2008 to 2014. From 2002 to 2008, he served as Executive Vice President and head of State Street’s Investor Services Division, and, in 2006, he was appointed Vice Chairman and Global Head of State Street’s Investment Servicing and Investment Research and Trading. Mr. Hooley has a bachelor’s degree from Boston College. QUALIFICATIONS: Mr. Hooley’s long tenure as a public company executive leading and transforming a global financial services organization, including his extensive experience with institutional investors through his role as Chairman and CEO of State Street, provides the Board with significant expertise in management, strategic planning and corporate governance, as well as a global business perspective, and his unique background helps the Board better understand investors’ points of view and ensures those perspectives are incorporated into Board discussions with management on important strategic topics. | | | DIRECTOR SINCE: JANUARY 2020 INDEPENDENT DIRECTOR APTIV COMMITTEE MEMBERSHIPS: Compensation and Human Resources Committee (Chair) and Audit Committee | | | | | Current Public Company Directorships: | Previous Public Company Directorships in Last Five Years: | | | · Exxon Mobil Corporation (Lead Independent Director) · IDEXX Laboratories, Inc. | · None |
(RESOLUTIONS 1 TO 11)
| | Vasumati P. (Vasu) Jakkal | Age: 50 Vasumati P. (Vasu) Jakkal has been a director since April 2024. Ms. Jakkal is the Corporate Vice President of Security, Compliance, Identity & Privacy at Microsoft Corporation, a position she has held since 2020. Prior to joining Microsoft, from 2017 to 2020, she served as the Executive Vice President and Chief Marketing Officer at FireEye-Mandiant (acquired by Google), which provided hardware, software and services that investigate cybersecurity attacks and analyze IT security risks. From 2014 to 2017, Ms. Jakkal was Vice President, Corporate Marketing & Strategy at Brocade Communications Systems, Inc. (now Broadcom Inc.), a networking provider of software and hardware solutions spanning the cloud to the edge. Prior to that, she was with LSI Corporation (now Broadcom Inc.), a designer, developer, manufacturer and global supplier of semiconductor and infrastructure software products, where she served as the Chief of Staff and Technical Advisor to the CEO and COO. She began her career at Intel Corporation, where she held positions of increasing responsibility spanning engineering to general management from 1999 until 2012. Ms. Jakkal has a bachelor’s degree in electrical engineering from the College of Engineering, Pune (India) and a master’s degree in electrical engineering from the University of Minnesota. QUALIFICATIONS: Ms. Jakkal has over 20 years of technology experience across cybersecurity, cloud, IOT, AI and mobility, which provides the Board with critical expertise as Aptiv accelerates its innovation in and commercialization of new technologies across industries. | | | DIRECTOR SINCE: APRIL 2024 INDEPENDENT DIRECTOR APTIV COMMITTEE MEMBERSHIPS: Innovation and Technology Committee | | | | | Current Public Company Directorships: | Previous Public Company Directorships in Last Five Years: | | | · None | · None |
(RESOLUTIONS 1 TO 11)
| | Merit E. Janow | Age: 67 Merit E. Janow has been a director since April 2021. Professor Janow is the Dean Emerita of the Faculty and currently Professor of Practice in the School of International and Public Affairs (SIPA) at Columbia University, a position she has held since 1993. Previously, she was the Dean of the faculty of SIPA from 2013 to 2021. She regularly teaches graduate courses in international economic policy and law, at both SIPA and Columbia Law School. She has published numerous articles and several books. Professor Janow has had three periods of government service, serving as one of seven members of the Appellate Body of the World Trade Organization from 2003 to 2007, as the Executive Director of the International Competition Policy Advisory Committee of the U.S. Department of Justice’s Antitrust Division from 1997 to 2000, and as Deputy Assistant U.S. Trade Representative for Japan and China from 1990 to 1993. She served on the Board of Directors and as Chair of the Nasdaq Stock Markets LLC of the Nasdaq OMX Group from 2005 to 2016. Professor Janow has a bachelor’s degree in Asian Studies from the University of Michigan and a juris doctorate degree from Columbia Law School. QUALIFICATIONS: Professor Janow’s extensive knowledge and experience in international trade, economics, policy and regulatory matters provide valuable insight to the Company given the global nature of our business, and she particularly contributes meaningful perspective on the Asia Pacific region, as a result of her background and experience. | | | DIRECTOR SINCE: APRIL 2021 INDEPENDENT DIRECTOR APTIV COMMITTEE MEMBERSHIPS: Compensation and Human Resources Committee and Nominating and Governance Committee | | | | | Current Public Company Directorships: | Previous Public Company Directorships in Last Five Years: | | | · Mastercard Inc. (Non-Executive Board Chair) | · Trimble Inc. (2008-2021) |
(RESOLUTIONS 1 TO 11)
| | Sean O. Mahoney | Age: 63 Sean O. Mahoney has been a director since November 2009. Mr. Mahoney is a private investor with over three decades of experience in investment banking and finance. He spent 17 years in investment banking at Goldman, Sachs & Co. from 1987 to 2004, where he was a partner and head of the Financial Sponsors Group, followed by four years at Deutsche Bank Securities, where he served as Vice Chairman, Global Banking from 2004 to 2008. During his banking career, he acted as an advisor to companies across a broad range of industries and product areas. Mr. Mahoney has a bachelor’s degree from the University of Chicago and a master’s degree from Oxford University, where he was a Rhodes Scholar. QUALIFICATIONS: Through his many years of experience in investment banking and finance, Mr. Mahoney provides the Board with expertise in value-creation and business strategy, capital markets, financing, and mergers and acquisitions. | | | DIRECTOR SINCE: NOVEMBER 2009 INDEPENDENT DIRECTOR APTIV COMMITTEE MEMBERSHIPS: Finance Committee (Chair) and Nominating and Governance Committee | | | | | Current Public Company Directorships: | Previous Public Company Directorships in Last Five Years: | | | · Pepco Group N.V. | · iHeartMedia, Inc. (2019-2021) |
(RESOLUTIONS 1 TO 11)
| | Paul M. Meister | Age: 73 Paul M. Meister has been a director since July 2019 and our Lead Independent Director since April 2022. Mr. Meister is a partner in Novalis LifeSciences, a Life Science focused venture firm and is also co-founder and Chief Executive Officer of Liberty Lane Partners, LLC, a private investment company with investment holdings in healthcare, technology and distribution-related industries. From 2014 to 2018, he was President of MacAndrews & Forbes Incorporated, a private company that owns or controls a diverse set of businesses. During 2018, he also served, on an interim basis, as Executive Vice Chairman of Revlon, Inc. a leading beauty products company. He served from 2010 to 2014 as Chairman and Chief Executive Officer of inVentiv Health (now Syneos Health), a leading provider of commercial, consulting and clinical research services to the pharmaceutical and biotech industries. He was Chairman of Thermo Fisher Scientific Inc, a scientific instruments equipment and supplies company, from November 2006 to April 2007. He was previously an Executive Officer of Fisher Scientific International Inc., a predecessor of Thermo Fisher Scientific from 1991 to 2006. Mr. Meister has a bachelor’s degree from the University of Michigan and a master’s of business administration degree from Northwestern University. QUALIFICATIONS: Mr. Meister’s extensive public company experience, as both an executive and a board member, provides the Board with significant expertise in management, strategy, finance and capital markets, operations, and mergers and acquisitions. | | | LEAD INDEPENDENT DIRECTOR DIRECTOR SINCE: JULY 2019 APTIV COMMITTEE MEMBERSHIPS: Compensation and Human Resources Committee, Finance Committee and Nominating and Governance Committee (Chair) | | | | | Current Public Company Directorships: | Previous Public Company Directorships in Last Five Years: | | | · Amneal Pharmaceuticals, Inc. (Non-Executive Chair) · Oaktree Acquisition Corp.III Life Sciences | · Oaktree Acquisition Corp.I (2019-2021) · Oaktree Acquisition Corp.II (2020-2022) · Quanterix Corporation (2013-2025) |
(RESOLUTIONS 1 TO 11)
| | Robert K. (kelly) Ortberg | Age: 65 Robert K. (Kelly) Ortberg has been a director since September 2018. Mr. Ortberg has been the President and Chief Executive Officer of The Boeing Company since August 2024. Previously, Mr. Ortberg was the Chief Executive Officer of Collins Aerospace, a United Technologies company, a position he held from 2018 to 2020. Following his retirement from Collins Aerospace, he served as a Special Advisor to the office of the Chief Executive Officer for RTX Corporation (formerly Raytheon Technologies Corporation), an aerospace and defense company that provides advanced systems and services for commercial, military and government customers worldwide until 2021. He previously served at Rockwell Collins, Inc. as its Chairman, President and Chief Executive Officer from 2015 to 2018; President and CEO from 2013 to 2015; President from 2012 to 2013; Executive Vice President, Chief Operating Officer, Government Systems from 2010 to 2012; and Executive Vice President, Chief Operating Officer of Commercial Systems from 2006 to 2010. Before taking on those roles, he held other executive positions at Rockwell Collins, which he joined in 1987. Mr. Ortberg has a bachelor’s degree in mechanical engineering from the University of Iowa. QUALIFICATIONS: Mr. Ortberg brings to the Board a track record of operational and technology leadership, global management, accelerating company growth and creating shareholder value, coupled with a strong background in transformation and innovation and more than 30 years of experience in aerospace and defense. | | | DIRECTOR SINCE: SEPTEMBER 2018 INDEPENDENT DIRECTOR APTIV COMMITTEE MEMBERSHIPS: Audit Committee and Innovation and Technology Committee | | | | | Current Public Company Directorships: | Previous Public Company Directorships in Last Five Years: | | | · The Boeing Company | · RTX Corporation (formerly Raytheon Technologies Corporation) (2020-2024) |
(RESOLUTIONS 1 TO 11)
| | Colin J. Parris | Age: 64 Colin J. Parris has been a director since December 2017. Dr. Parris is the former Senior Vice President and Chief Technology Officer at GE Digital, a position he held from May 2020 until April 2024. He joined General Electric in 2014 as a GE Officer and Vice President, GE Software Research. Before joining GE, he spent two decades at IBM in a variety of executive roles, serving most recently as Vice President, Systems Research in the IBM T.J. Watson Research Division from 2013 to 2014 and General Manager for IBM’s Power Systems business from 2010 to 2013. Dr. Parris has a bachelor’s degree in electrical engineering from Howard University, a master’s degrees in electrical engineering and computer science from the University of California, Berkeley, and a master’s degree in management from Stanford University. He also has a Ph.D in electrical engineering from the University of California, Berkeley. QUALIFICATIONS: Dr. Parris has an extensive technology background with significant experience in software and leading digital transformations. His deep technology background and current focus on data software and artificial intelligence provide valuable knowledge and relevant insight to the Board. | | | DIRECTOR SINCE: DECEMBER 2017 INDEPENDENT DIRECTOR APTIV COMMITTEE MEMBERSHIPS: Audit Committee and Innovation Technology Committee (Chair) | | | | | Current Public Company Directorships: | Previous Public Company Directorships in Last Five Years: | | | · Corebridge Financial, Inc. | · None | | | · Diebold Nixdorf, Incorporated | |
(RESOLUTIONS 1 TO 11)
| | Ana G. Pinczuk | Age: 62 Ana G. Pinczuk has been a director since November 2016. Effective September 2025, Ms. Pinczuk was appointed President of Product & Technology for SentinelOne, Inc., a leading AI-powered cybersecurity platform. Ms. Pinczuk was previously the Chief Operating Officer for Dexterity, Inc., a company that has created AI-enabled robots for logistics and warehouse automation from December 2022 to May 2024. From 2019 to 2022, Ms. Pinczuk served as the Chief Development Officer for Anaplan, Inc., which provides a cloud-based connected planning platform that helps connect organizations and people to make better and faster decisions. She joined Anaplan in 2019 as Chief Transformation Officer. Before that she held the following positions from 2015 to 2018: President of Hewlett Packard Enterprise’s Pointnext technology services organization; Executive Vice President and Chief Product Officer of Veritas Technologies LLC, a data management provider specializing in information protection, availability and insight solutions; and Senior Vice President and General Manager of Backup and Recovery for Symantec Corporation. From 2000 to 2015, Ms. Pinczuk served in various executive positions at Cisco Systems, Inc., including Senior Vice President, Sales from 2014 to 2015, Senior Vice President, Services Transformation and Chief Operating Officer from 2013 to 2014, and Vice President, Global Technical Services from 2009 to 2013. Before joining Cisco, she spent 15 years with AT&T, Inc., in positions of increasing responsibility. Ms. Pinczuk has both a bachelor’s degree and a master’s degree in mechanical engineering from Cornell University, an executive master’s degree in technology management from the Wharton School of the University of Pennsylvania, a master’s degree in software management from Carnegie Mellon University, and a master's degree in cybersecurity, risk and strategy from New York University. QUALIFICATIONS: Ms. Pinczuk’s broad technology and commercial experience spans AI/ML, IP networking, mobility, software/SaaS, data storage and security, making her a strong contributor to the Board as Aptiv accelerates its innovation in and commercialization of new technologies. | | | DIRECTOR SINCE: NOVEMBER 2016 INDEPENDENT DIRECTOR APTIV COMMITTEE MEMBERSHIPS: Finance Committee and Innovation Technology Committee | | | | | Current Public Company Directorships: | Previous Public Company Directorships in Last Five Years: | | | · SentinelOne, Inc. · SmartRent Inc. | · Five9, Inc. (2021-2023) |
(RESOLUTIONS 1 TO 11)
| | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE 11 DIRECTOR NOMINEES NAMED ABOVE. IF YOU COMPLETE THE ENCLOSED PROXY CARD, UNLESS YOU DIRECT OTHERWISE ON THAT CARD, THE SHARES REPRESENTED BY THAT PROXY WILL BE VOTED FOR THE ELECTION OF ALL 11 NOMINEES. |
(RESOLUTIONS 1 TO 11)
| | Board Practices |
(RESOLUTIONS 1 TO 11)
| BOARD AND GOVERNANCE INFORMATION The Company is committed to good corporate governance, which we believe is important to the success of our business and to advancing shareholder interests. Highlights include: |
Board Independence and Accountability
Board Independence and Accountability
Board Independence and Accountability
| Board Independence | | 10 of 11 director nominees are independent. Our Chair and Chief Executive Officer is the only non-independent director. | | Board Leadership | | Current Board leadership structure is comprised of our Chair and a strong Lead Independent Director, who provides independent Board leadership, based on robust and clearly delineated responsibilities. | | Board Engagement | | Attendance: • All directors attended more than 75% of Board and their respective Committee meetings in 2025. • All director nominees are expected to attend the Annual Meeting. Independent directors meet in executive session at every regular Board and Board Committee meeting. | | Board Composition and Diversity | | Directors have a diversity of experience that spans a broad range of industries. Directors have a broad array of attributes and skills directly relevant to the Company. 5 of our 11 director nominees are female and/or racially/ethnically diverse. No director should stand for election if the director has reached age 75, unless the Board determines that such director’s continued service is in the Company’s interest. | | Board Committees | | Fully independent Audit, Compensation and Human Resources, Finance, Innovation and Technology and Nominating and Governance Committees. Each Committee has a written charter that is reviewed annually and is available on our website. | | Board Accountability | | Annual elections of all directors. Majority voting standards for election of directors. Annual Say-on-Pay vote. Annual shareholder ratification of the Audit Committee’s selection of our independent auditor. Code of Conduct applies to all directors and employees. | | Responsiveness to Shareholders and Shareholder Engagement | | Following each Annual Meeting, the appropriate Committees of the Board consider the vote outcomes of the management and shareholder proposals and, depending on those vote outcomes, may recommend proposed courses of action. Directors are committed to meaningful engagement, communication and transparency with shareholders and welcome their input and suggestions, to better understand shareholders’ perspectives about Aptiv. Board members meet with top shareholders for conversations focused on a variety of topics, including strategic initiatives and sustainability, human capital matters and governance matters, when appropriate. |
Board Independence and Accountability
| Stock Ownership | | Non-employee directors are subject to robust stock ownership guidelines of $600,000 in Aptiv shares, representing five times the annual maximum cash retainer. No hedging/no pledging. |
SKILLS AND EXPERIENCE OF OUR DIRECTOR NOMINEES
SKILLS AND EXPERIENCE OF OUR DIRECTOR NOMINEES The table below summarizes some of the experience, qualifications, attributes and skills of our director nominees. This high-level summary is not intended to be an exhaustive list of each of our director nominee’s skills or contributions to the Board; we look to directors to be knowledgeable in these areas as it relates to Aptiv. We have identified below the areas in which each director has specific expertise or prominence that he or she brings to the Board. In addition, five of our eleven director nominees are female and/or racially/ethnically diverse. Further information on each director nominee, including some of each of their specific experience, qualifications, attributes or skills is set forth in the biographies in “Election of Directors” above.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
| | Director Compensation |
BOARD COMPENSATION
BOARD COMPENSATION Our directors (other than Mr. Clark, who does not receive additional compensation for his Board service) received the following annual compensation for service in 2025, which is paid in cash and time-based restricted stock units (“RSUs”). For 2025, each non-employee director was entitled to receive annual compensation in the amount of $300,000. In addition, the Lead Independent Director was entitled to receive additional annual compensation of $50,000. Also, Chairs of our Board Committees received the following additional annual compensation:
BOARD COMPENSATION
Each director may elect, on an annual basis, to receive 60%, 80% or 100% of his or her compensation in RSUs, with the remainder paid in cash. An annual grant of RSUs is made on the day of the Annual Meeting, which vests on the day before the next annual meeting. Cash compensation is paid quarterly. Any director who joins the Board, other than in connection with the Annual Meeting, will receive prorated cash compensation and a prorated grant of RSUs, based on the date the director joins the Board. These RSUs vest on the day before the next annual meeting. The table below shows cash and equity compensation paid to each member of the Board in 2025:
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Håkan Agnevall | — | 75,015 | 75,015 | | Nancy E. Cooper | 132,000 | 198,047 | 330,047 | | Joseph L. Hooley | — | 325,031 | 325,031 | | Vasumati P. Jakkal | 60,000 | 240,002 | 300,002 | | Merit E. Janow | 120,000 | 180,028 | 300,028 | | Sean O. Mahoney | 128,000 | 192,023 | 320,023 | | Paul M. Meister | — | 370,025 | 370,025 | | Robert K. Ortberg | 120,000 | 180,028 | 300,028 | | Colin J. Parris | 128,000 | 192,023 | 320,023 | | Ana G. Pinczuk | 90,000 | 180,028 | 270,028 |
2025 DIRECTOR COMPENSATION
Reflects the grant date fair value of the equity awards granted to directors on April 23, 2025, which was the date of grant for all directors, other than Mr. Agnevall, who joined the Aptiv Board on December 10, 2025. The values set forth in the table were determined in accordance with FASB ASC Topic 718. For assumptions used in determining the fair value of the awards, see Note 21. Share-Based Compensation to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. As of December 31, 2025, all outstanding Aptiv RSU awards held by our directors were unvested; they vest in full on April 28, 2026. The year-end RSU balances for our directors are: DIRECTOR COMPENSATION 27
2025 DIRECTOR COMPENSATION
| Name | Unvested RSUs 12/31/2025 (#) | | Håkan Agnevall | 955 | | Nancy E. Cooper | 3,715 | | Joseph L. Hooley | 6,097 | | Vasumati P. Jakkal | 4,502 | | Merit E. Janow | 3,377 | | Sean O. Mahoney | 3,602 | | Paul M. Meister | 6,941 | | Robert K. Ortberg | 3,377 | | Colin J. Parris | 3,602 | | Ana G. Pinczuk | 3,377 |
Aligning Incentives with Strategic Evolution
Aligning Incentives with Strategic Evolution Aptiv’s transformation into a diversified industrial technology company requires compensation programs that reinforce strategic priorities. The Compensation Committee made targeted design changes to both annual and long-term incentive plans to reflect the business transformation. Within the Annual Incentive Plan (AIP), we replaced Cash Flow and Growth over Market with Revenue, while retaining Operating Income, and strategic performance measures to simplify and sharpen accountability. In our Performance-Restricted Stock Unit program, we added Software and Adjacent Markets revenue as a weighted measure, directly tying long-term compensation to the growth objectives that will drive sustainable competitive advantage.
COMPENSATION GOVERNANCE AND ALIGNMENT WITH SHAREHOLDERS
| | Pay for Performance | More Information On Page | | | 92% of 2025 total target annual compensation for the CEO is at risk and 80% is granted in equity; on average, 86% of 2025 total target annual compensation for the other NEOs is at risk and 68% is granted in equity. | 35 | | | We use a structured goal-setting process for performance incentives, with multiple levels of review including the Compensation Committee, its consultant and senior management. | 36 | | | NEOs’ annual incentives are typically based on achievement of multi-faceted financial and strategic annual performance goals. | 38 | | | 60% of the NEOs’ annual long-term incentive compensation consists of performance-based RSUs, which deliver value based on achievement of multi-year financial and relative TSR goals. | 39 | | | We review and analyze our pay-for-performance alignment on an annual basis, both in absolute terms and relative to our peer group. | — |
COMPENSATION GOVERNANCE AND ALIGNMENT WITH SHAREHOLDERS
| | Compensation Governance | More Information On Page | | | We actively engage with our shareholders to discuss governance and executive compensation matters. | 32 | | | We maintain reasonable severance benefits in line with market practices, including double-trigger change in control provisions. | 42 | | | We maintain market-aligned stock ownership guidelines for our NEOs. | 43 | | | We maintain insider trading, comprehensive clawback, anti-hedging and anti-pledging policies. | 44 | | | We offer no excise tax gross-ups to our NEOs. | 44 | | | Our Compensation Committee utilizes an independent compensation consultant. | 44 | | | We annually review our compensation programs to ensure they do not create risks that are reasonably likely to have a material adverse effect on Aptiv. | 45 |
EXECUTIVE COMPENSATION PHILOSOPHY AND STRATEGY
EXECUTIVE COMPENSATION PHILOSOPHY AND STRATEGY General Philosophy in Establishing and Making Pay Decisions. Our executive compensation programs reflect our pay-for-performance philosophy and encourage executives to make sound decisions that drive short- and long-term value creation benefiting our customers, shareholders, and other stakeholders. The Compensation Committee utilizes a combination of fixed and variable pay elements in order to achieve the following objectives: • Emphasize a pay-for-performance culture by linking incentive compensation to defined short- and long-term performance goals; • Attract, retain and motivate key executives by providing competitive total compensation opportunities; and • Align executive and investor interests by establishing market- and investor-relevant metrics that drive shareholder value creation. Given the on-going transformation of our Company, we seek talent across a broad range of industries. Our goal for target total direct compensation (base salary, short- and long-term incentives) for our officers, including the NEOs, is to provide market competitive compensation that allows us to attract and retain the best global talent. Compensation for individual roles is based on a review of market data and multiple factors, including each executive’s role and responsibilities, the individual’s performance over time, the experience and critical skills the individual may bring to the role with Aptiv, and talent market dynamics. 2025 Say-on-Pay. At our 2025 Annual Meeting, we received support from approximately 90% of votes cast for our NEOs' compensation. Management and the Compensation Committee closely reviewed our shareholders’ 2025 Say-on-Pay vote and believe it indicates support for the Company’s executive compensation program and pay-for-performance philosophy. Based on this support, as well as the feedback we have heard through our shareholder engagement efforts, the Compensation Committee has maintained the overall pay-for-performance philosophy, compensation objectives and governing principles it has used in recent years when making decisions or adopting policies regarding executive compensation. 2025 Shareholder Engagement. Aptiv is committed to regular, proactive engagement, communication, and transparency with shareholders, which enables the Company to better understand shareholders’ perspectives about Aptiv and the market generally. Members of management continued to have regular and extensive interaction with our investors throughout the year to discuss our businesses, technologies, end markets, financial results, operational execution and our sustainability efforts at numerous conferences and roadshows, in addition to Company-hosted events and quarterly conference calls. In particular, in 2025, the Company had more than 300 engagements with investors through conference calls, investor conferences, and marketing/non-deal roadshows, as well as hosted an Investor Day for the investment community. We have also shared financial and sustainability information relevant to our shareholders through our Sustainability Report, our Investor Relations website, our Annual Report and this Proxy Statement. In addition, as part of our formal outreach program, we extended the opportunity to our top 10 shareholders representing approximately 40% of our then-outstanding shares, to meet with our Chief Legal Officer, Chief People Officer and VP Investor Relations in January 2026. In these shareholder meetings, topics discussed included Aptiv’s Sustainability Report and progress across the pillars of the sustainability program, corporate governance matters, including those related to the Board and responsible use of AI, and people-related topics, such as talent development, retention, incentives and other compensation topics. The Board and management appreciated the constructive and positive input received from shareholders on all topics, which has continued to give us valuable insight into our shareholders’ priorities. We have and will continue to incorporate shareholder feedback into our practices. 2025 Peer Group Analysis. We use a group of peer companies to compare NEO compensation to market. The Compensation Committee reviews and approves the composition of our peer group on an annual basis, with input from its independent compensation consultant and management. Aptiv’s 2025 peer group (referenced for purposes of establishing 2025 target compensation decisions) consisted of the following companies, whose aggregate profile was comparable to Aptiv in terms of size, industry, global reach, operating characteristics and competition for executive talent.
2025 COMPENSATION PROGRAM OVERVIEW
| Element | Key Features | Relationship to Strategic Objectives | | | | | | Annual Base Salary | • Commensurate with job responsibilities, individual performance, capabilities, market competitiveness and talent market dynamics • Annual review | • Attract and retain executives by providing market-competitive fixed compensation | | Annual Incentive Plan Awards | • Compensation Committee approves an incentive design for the annual performance period to include financial, operational and strategic metrics with pre-established goals and objectives • Target award opportunity based upon job responsibilities, market competitiveness and talent market dynamics • Payouts can range from 0% to 200% of target and are determined by achievement of pre-established financial goals and strategic objectives | • Pay-for-performance and encourages accountability by rewarding achievement of annual financial, operational and strategic objectives • Align executive and shareholder interests • Drive our current and future platforms and Aptiv’s sustainability, talent and operational commitments through strategic goals • Attract, retain and motivate executives with market-competitive incentive compensation opportunities | | Long-Term Incentive Plan Awards | • Target award granted commensurate with job responsibilities, individual performance, market competitiveness and talent market dynamics • Performance-based RSU awards (60% of LTI) are earned based upon achievement of Company performance goals, including multi-year financial targets and relative TSR • Time-based RSU awards (40% of LTI) vest over time, generally three years | • Drive pay-for-performance and encourages accountability by rewarding achievement of long-term objectives • Align executive and shareholder interests • Attract, retain and motivate executives with market-competitive incentive compensation opportunities • Utilize multi-year vesting and performance periods and multiple metrics aligned to long-term shareholder value creation, including stock price performance, providing a multi-dimensional assessment of performance | | | | | | Retirement Programs | • Qualified defined contribution plan available to all U.S. salaried employees, including NEOs • Non-qualified defined contribution plan available to eligible U.S. employees, including NEOs, that allows for contributions that exceed statutory limits under our qualified defined contribution plan | • Attract and retain executives with market-competitive wealth accumulation opportunities |
2025 COMPENSATION PROGRAM OVERVIEW
| | 2025 TARGET ANNUAL TOTAL DIRECT COMPENSATION MIX FOR CEO AND OTHER NEOs Base salary and annual and long-term incentive award opportunities (all as more fully described above and below) are the elements of our NEOs’ total direct compensation. A majority of each NEO’s total direct compensation opportunity is comprised of performance-based (“at-risk”) pay, in line with the Company’s compensation philosophy. | |
2025 COMPENSATION PROGRAM OVERVIEW
| 2025 NEO Target Total Direct Compensation Opportunities The following table depicts 2025 annual target total direct compensation opportunities for the NEOs. This table reflects base salary, plus annual and long-term incentive plan target award values, and therefore uses different valuation methodologies from those required for purposes of the “2025 Summary Compensation Table” under applicable SEC rules. Further, this table does not include information regarding changes in non-qualified deferred compensation earnings, information regarding all other compensation or certain additional footnote disclosure, each as required to be presented in the “2025 Summary Compensation Table” under the rules of the SEC. As such, this table should not be viewed as a substitute for the “2025 Summary Compensation Table”. | | | | | | Name | Annual Base Salary ($) | Annual Incentive Target Award ($) | Long-Term Incentive Plan Target Annual Award ($) | Target Total Direct Compensation ($) | | Kevin P. Clark Chair and CEO | 1,462,272 | 2,193,408 | 14,500,000 | 18,155,680 | | Varun Laroyia Executive Vice President and CFO | 850,000 | 850,000 | 4,050,000 | 5,750,000 | | Javed A. Khan Executive Vice President and President, Software and AS&UX | 900,000 | 1,215,000 | 4,100,000 | 6,215,000 | | Joseph T. Liotine Executive Vice President and President, EDS | 900,000 | 1,125,000 | 4,300,000 | 6,325,000 | | Joseph R. Massaro Vice Chair and President, ECG | 1,305,000 | 1,761,750 | 6,250,000 | 9,316,750 |
2025 ANNUAL COMPENSATION DETERMINATION
2025 ANNUAL COMPENSATION DETERMINATION Individual base salaries and annual incentive targets for the NEOs are established based on the scope of each NEO’s responsibilities, individual performance, capabilities, market pay data and talent market dynamics. 2025 Base Salaries. Base salary is intended to be commensurate with each NEO’s responsibilities, individual performance and capabilities. Our practice is to make periodic adjustments to base salary, although we review compensation competitiveness annually. During 2025, the Compensation Committee approved a 2.4% base salary increase for Mr. Massaro as a result of the Compensation Committee's annual market assessment. 2025 Annual Incentive Plan Awards. Our Annual Incentive Plan is designed to motivate our NEOs to drive earnings, profitable growth and our strategic priorities, all of which are key indicators of success for the Company. The Compensation Committee, working with management and its independent compensation consultant, sets the performance metrics and objectives based on Aptiv’s annual business objectives. For 2025, the Compensation Committee approved the following performance metrics for the Annual Incentive Plan:
2025 ANNUAL COMPENSATION DETERMINATION
(1) Revenue represents GAAP revenue adjusted at measurement for the impact of foreign exchange, commodities, acquisitions and divestitures. OI represents net income before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructuring and other special items. See Appendix A for further details. Design Changes from 2024 Annual Incentive Plan. For 2025, the Compensation Committee approved the following design changes to the Annual Incentive Plan (from the 2024 program): • To align with our long-term business plan and create greater focus, we replaced Cash Flow Before Financing and Growth Over Market with Revenue as a performance metric. This also reduced the number of metrics in the plan and eliminated overlap between the annual and long-term incentive plans; and • To sharpen the focus on profitability and key initiatives that drive ongoing transformation, the overall weighting of OI and Strategic Results Metric increased from 30% to 35% and 25% to 30%, respectively. The majority of our Annual Incentive Plan continues to focus on financial performance outcomes. Financial Performance Objectives (70% Weighting). For 2025, the Compensation Committee approved the two financial performance metrics described in the table above which were collectively weighted at 70%. Performance Goal Setting. The Revenue and OI goals and the award payout levels related to the achievement of those goals are measured on a performance scale set by the Compensation Committee. Performance below the minimum threshold for a metric would result in no payout for that metric, and performance above the maximum level for a metric would be capped at a maximum total payout of 200% of target with respect to that metric. The Compensation Committee consistently sets performance targets that are rigorous and aligned with Aptiv’s goal planning process and commitments to operational excellence. Our Annual Incentive Plan target goals, approved by the Compensation Committee, are generally established to reflect our focus on growth over prior year actual outcomes and above market growth in the performance period. Aptiv’s targeted levels of performance continue to reflect rigorous hurdles taking into account the challenging macroeconomic outlook and consistent with our goal of delivering exceptional operational performance. In addition, for our business segment leaders, the Compensation Committee approves segment-specific financial performance targets to further enhance pay and performance alignment for the respective segment leaders. For 2025, each NEO's award was designed to payout as follows: • For Messrs. Clark and Laroyia, enterprise-wide ("Total Aptiv") performance metrics were weighted 100% of the overall financial weighting, reflecting their broad enterprise-level responsibilities; and • For Messrs. Khan, Liotine, and Massaro, Total Aptiv performance metrics were weighted 40% and their respective segment's performance metrics (excluding China performance) were weighted 60%. The 2025 financial performance goals and results by metric were:
2025 ANNUAL COMPENSATION DETERMINATION
| Performance Metric | Total Aptiv/ Segment | Threshold 25% Payout | Target 100% Payout | Maximum 200% Payout | Payout | | Revenue* | Total Aptiv | Actual: $20,051M | | | 109% | | | | | | | | | | | $17,255M | $19,831M | $21,315M | | | | AS&UX | Actual: $5,306M | | | 90% | | | | | | | | | | | $4,687M | $5,404M | $5,790M | | | | ECG | Actual: $4,895M | | | 94% | | | | | | | | | | | $4,372M | $4,942M | $5,400M | | | | EDS | Actual: $6,334M | | | 128% | | | | | | | | | | | $5,356M | $6,175M | $6,616M | | | Adjusted Operating Income (OI)* | Total Aptiv | | Actual: $2,396M | | 114% | | | | | | | | | | | $1,464M | $2,294M | $2,807M | | | | AS&UX | | Actual: $771M | | 99% | | | | | | | | | | | $488M | $773M | $936M | | | | ECG | Actual: $828M | | | 92% | | | | | | | | | | | $573M | $860M | $1,098M | | | | EDS | | Actual: $513M | | 111% | | | | | | | | | | | $315M | $499M | $604M | | | Financial Payout (% of Target) | Total Aptiv | | | | 112% | | | AS&UX | | | | 101% | | | ECG | | | | 100% | | | EDS | | | | 116% |
2025 ANNUAL COMPENSATION DETERMINATION
* Revenue calculated results under the Annual Incentive Plan were adjusted to remove the impact of foreign exchange and commodities. For purposes of the OI calculated results under the Annual Incentive Plan, the results shown in Appendix A were adjusted to remove the impact of M&A activity. Strategic Results Metric (30% Weighting). For 2025, the Compensation Committee approved that achievement on our strategic initiatives would constitute a 30% weighted metric ("Strategic Results Metric") to reinforce the importance of making significant progress on our strategic goals in the overall execution of our business strategy and shareholder value creation. The strategic goals under the Strategic Results Metric fall under the following three pillars - Business Foundation, Current Platforms and Future Platforms - and align with our broader strategic framework, including our sustainability program, and are intended to align focus across the organization on specific goals that drive long-term value creation. Aptiv’s strategic goals are reviewed with the same rigor and processes as the quantitative goal-setting described above, because these strategic goals are important to our ability to drive shareholder value creation. Based on its holistic evaluation of our performance against our strategic goals, the Compensation Committee approved that a payout factor of 90% of target reflected the progress made in 2025 in relation to our Strategic Results Metric, as set forth in more detail below. The following table reflects qualitative results achieved and support the payout factor. While meaningful progress was made, our payout factor reflects that we did not meet all our expectations.
2025 ANNUAL COMPENSATION DETERMINATION
2025 Annual Incentive Plan Payouts. The 2025 Annual Incentive Plan payouts for our NEOs were based 70% on financial performance and 30% on strategic goals. Based on the results described above, the Compensation Committee approved the following 2025 Annual Incentive Plan payouts for the NEOs:
2025 ANNUAL COMPENSATION DETERMINATION
| Name | Target Award ($)(1) | Financial Payout Factor 70% Weighting (%) | Strategic Results Metric Payout Factor 30% Weighting (%) | Total Incentive Award Payout Factor (%) | Payout ($) | | Kevin P. Clark | 2,193,408 | 112 | 90 | 105 | 2,303,078 | | Varun Laroyia | 850,000 | 112 | 90 | 105 | 892,500 | | Javed A. Khan | 1,215,000 | 101 | 90 | 98 | 1,190,700 | | Joseph T. Liotine | 1,125,000 | 116 | 90 | 108 | 1,215,000 | | Joseph R. Massaro | 1,761,750 | 100 | 90 | 97 | 1,708,898 |
2025 LONG-TERM INCENTIVE COMPENSATION
2025 LONG-TERM INCENTIVE COMPENSATION LTI Vehicles and Mix. Aptiv’s Long-Term Incentive Plan is designed to reward performance on long-term strategic metrics and to attract, retain and motivate participants. Aptiv’s Long-Term Incentive Plan is primarily performance-based, with 60% of the NEOs’ annual award consisting of performance-based RSUs, which deliver value if financial goals are met and includes a total shareholder return ("TSR") modifier based on relative performance. The targets reflect Aptiv’s pay-for-performance culture, aligning executive and investor interests. The remaining 40% of NEOs' annual award are time-based RSUs, which directly aligns the value of the award upon vesting with Aptiv’s share price performance. The value of time-based RSUs at the time of vesting is based on the Company stock price, directly linking the NEO's realized compensation to the value delivered to shareholders. The performance-based RSUs are settled after the results of the three-year performance period are determined. The time-based RSUs generally vest ratably over three years, beginning on the first anniversary of the grant date. The 2025 performance-based RSU grant vests at the end of 2027 and will be settled in early 2028 after the outcomes of the performance period are determined and approved. Under the design of the performance-based RSU awards, each NEO could receive from 0% to 200% of target based on Aptiv's performance against goals for the weighted measures (the maximum is 240% with the TSR modifier). The metrics and weights used in the 2025 awards are shown below. These metrics reflect the focus on our balance sheet, income statement and market performance, together providing a comprehensive and robust performance assessment. For 2025, the Compensation Committee approved the following design changes to the performance metrics for the long-term incentive program (from the 2024 program): • To better align with our long-term business plan, enhance line of sight for our participants, and align with prevailing market practices, we replaced Average Return on Net Assets and Cumulative Net Income with Average Return on Invested Capital and Software and Adjacent Market Revenue as performance metrics. The addition of the revenue metric aligns incentive opportunity to Aptiv's growth diversification objective that will drive sustainable competitive advantage; and • Changed Relative TSR from a weighted metric to a modifier to further emphasize the importance of the approved financial metrics as drivers of long-term value creation for shareholders. We believe the continued use of TSR as a modifier continues to reinforce shareholder alignment, while also serving as a further validation of our goal-setting process as any earned payout would be adjusted by the market's assessment of our performance relative to similarly situated companies.
2025 LONG-TERM INCENTIVE COMPENSATION
| Metric | Weighting (%) | | Average Return on Invested Capital (ROIC)(1) | 70 | | Software and Adjacent Market Revenue(2) | 30 | | Relative Total Shareholder Return (TSR)(3) | +/- 20% Modifier |
2025 LONG-TERM INCENTIVE COMPENSATION
(1) Average ROIC is Adjusted Operating Income after taxes divided by average invested capital (3-year average). Adjusted Operating Income is defined as net income before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructuring and other special items. Invested capital is defined as total shareowner equity, plus net debt. Average ROIC is adjusted at measurement to exclude the impact of any significant corporate transactions or reorganizations. (2) Software and Adjacent Market Revenue represents revenue related to the sale of software and related tools and services; plus revenue unrelated to components for automotive light vehicle production, including, but not limited to commercial vehicles, telecom, aerospace & defense, industrial, and other adjacent end markets. Revenue is adjusted at measurement for the impact of foreign exchange, commodities, acquisitions and divestitures. (3) Relative TSR is measured by comparing the average closing price per share of the Company’s ordinary shares for all available trading days in December 2027 to the average closing price per share of the Company’s ordinary shares for all available trading days in December 2024, including the reinvestment of dividends, relative to the companies in the Russell 3000 Auto Parts Index. The payout modifier is applied only if Aptiv's TSR is in the top (+20% payout multiplier) or bottom (-20% payout multiplier) quartile of the Russell 3000 Auto Parts Index. 2025 Grants. The Compensation Committee established the following 2025 target long-term incentive award values for our NEOs (consisting of performance-based RSUs and time-based RSUs, as described above). In so doing, the Compensation Committee considered market compensation data and each NEO’s scope of responsibilities, individual performance and retention considerations.
2025 LONG-TERM INCENTIVE COMPENSATION
| Name | Performance-Based RSUs ($ at Target) | Time-Based RSUs ($) | Total Long-Term Incentive Plan Target Annual Award ($) | | Kevin P. Clark | 8,700,000 | 5,800,000 | 14,500,000 | | Varun Laroyia | 2,430,000 | 1,620,000 | 4,050,000 | | Javed A. Khan | 2,460,000 | 1,640,000 | 4,100,000 | | Joseph T. Liotine | 2,580,000 | 1,720,000 | 4,300,000 | | Joseph R. Massaro | 3,750,000 | 2,500,000 | 6,250,000 |
2025 LONG-TERM INCENTIVE COMPENSATION
The Compensation Committee annually reviews the Officers' compensation relative to the competitive market. Based on the review in 2025, the Compensation Committee approved an increase in the Total Long-Term Incentive Plan Target Annual Award for Mr. Clark, to ensure competitive positioning. In addition to their respective annual long-term incentive awards set forth in the table above, Messrs. Khan and Massaro were awarded additional performance-based RSUs granted at the same time as their annual long-term incentive award in February 2025. These performance-based awards have the same design as the performance-based RSUs described above and when used judiciously, enhance our ability to retain and motivate key executive talent. These awards also increase the portion of their compensation tied to the achievement of growth in software and adjacent markets, as that is a weighted metric in the award. By placing the largest weighting on performance-based RSU awards, these grants align with shareholder interests and only result in a payout when our performance objectives are achieved. For specific details on the one-time performance-based RSU awards, please see the "2025 Grants of Plan-Based Awards" table. 2023-2025 Performance-Based RSUs. The Compensation Committee assessed the performance awards granted in February 2023 for which vesting was based on achievement of three-year cumulative performance through December 31, 2025. In February 2026, we paid out the performance-based RSUs for the 2023-2025 performance period. The following tables set forth: (1) the threshold, target and maximum goal levels, as well as the performance level achieved during the performance period; and (2) for each NEO holding these awards, the target number of performance-based RSUs granted, the actual number of performance-based RSUs earned above target, and the actual number of performance-based RSUs earned.
2025 LONG-TERM INCENTIVE COMPENSATION
| Performance Metric | Weight | Threshold 40% Payout | Target 100% Payout | Maximum 200% Payout | Achievement (% of Target) | | Average Return on Net Assets (RONA)(1) | | | Actual: 24.1% | | | | | 33.3% | | | | 138% | | | | 14.8% | 22.2% | 27.2% | | | | | | | Actual: $4,678M | | | Cumulative Net Income (NI)(2) | 33.3% | | | | 196% | | | | $2,573M | $3,860M | $4,717M | | | | | | Actual: 53rd | | | | Relative Total Shareholder Return (TSR)(3) | 33.3% | | | | 108% | | | | 30th | 50th | 90th | | | Total Weighted Financial Performance Payout | | | | | 147% |
2025 LONG-TERM INCENTIVE COMPENSATION
(1) Average RONA is tax-affected adjusted operating income divided by average net working capital plus average net property, plant and equipment for each calendar year, as adjusted for the impacts of a non-cash, pre-tax goodwill impairment charge, an increase to valuation allowances of on deferred tax assets impacted by the OECD Administrative Guidance issued in the first quarter of 2025 and tax accruals associated with the separation of our EDS business. (2) For purposes of the Adjusted NI calculated results under the Long-Term Incentive Plan, the results shown in Appendix A were adjusted to remove the impact of interest expense on new debt for the accelerated share repurchase program and M&A activity not included in the original target. (3) Relative TSR is measured by comparing the average closing price per share of the Company’s ordinary shares for the specified trading days in December of the final year of the performance period to the average closing price per share of the Company’s ordinary shares for the specified trading days in December of the year prior to the beginning of the performance period, including the reinvestment of dividends, relative to the companies in the Russell 3000 Auto Parts Index. Based on the achievement of the performance goals during the period, the earned award was 147% of the target opportunity. As a result, the Compensation Committee approved the following 2023-2025 performance-based RSU award payouts.
2025 LONG-TERM INCENTIVE COMPENSATION
| | Performance-Based RSUs | | | | Name(1) | Target Units Granted (#) | Units Earned Above Target (#) | Actual Units Earned (#) | | Kevin P. Clark | 66,247 | 31,137 | 97,384 | | Joseph R. Massaro | 29,302 | 13,772 | 43,074 |
2025 LONG-TERM INCENTIVE COMPENSATION
(1) Messrs. Laroyia, Khan and Liotine joined Aptiv in 2024; none of them received a performance-based RSU award in 2023. CEO Realized Pay and our Performance. The compensation programs for our NEOs are heavily weighted toward performance-based opportunities that are at-risk and subject to our performance. Incentive plan metrics are intended to drive results that create value for our shareholders. While our financial and relative TSR performance over the three-year performance period were above target, our share price over the same period on an absolute basis had a negative impact on how much value Mr. Clark realized from the target opportunity granted to him. The realized value of Mr. Clark’s 2023 performance-based RSU award was 96% based on a share price of $76.09 as of December 31, 2025, with a performance factor of 147%, as described in the “2023-2025 Performance-Based RSUs” discussion above. Summary of Outstanding Performance Awards. The chart below reflects the terms for the two outstanding performance-based RSU awards as of the filing date of this Proxy Statement, including the performance period, corresponding performance measures and weightings. *The modifier is applied only if Aptiv's TSR is in the top (+20%) or bottom (-20%) quartile of the Russell 3000 Auto Parts Index.
OTHER COMPENSATION
OTHER COMPENSATION Additional compensation and benefit programs available to our NEOs are described below. Aptiv Salaried 401(k) Plan. Along with other eligible U.S. Aptiv salaried employees, our NEOs participate in our broad-based and tax-qualified defined contribution plan, the Aptiv Salaried 401(k) Plan, which is a qualified plan under Section 401(k) of the Internal Revenue Code (the “Code”). All contributions are subject to tax-qualification limits imposed by the Code. Aptiv Deferred Compensation Plan (“DCP”). Under the DCP, eligible U.S. employees, including our NEOs, receive Aptiv contributions in excess of the limits imposed upon the Aptiv Salaried 401(k) Plan by the Code. No guaranteed or above-market rates are earned; the investment options available are a subset of those available to all employees under the Aptiv Salaried 401(k) Plan. Additional details regarding benefits and payouts under this plan are provided in the “Non-Qualified Deferred Compensation” section. Financial Planning. A select group of senior executives, including the NEOs, are eligible to participate in executive financial services sponsored by Aptiv. Aptiv pays the annual service fee of the third-party financial advisory firm for the participating executives, and each participating executive pays income taxes on the imputed income associated with the benefit. Severance Plans. In 2017, we adopted the Aptiv PLC Executive Severance Plan (the “Severance Plan”) and the Aptiv PLC Executive Change in Control Severance Plan (the “Change in Control Plan”). These plans were adopted to provide severance protections to certain executives who are designated by the Compensation Committee as eligible to participate in each plan, including our NEOs. For the participating NEOs, the Severance Plan generally provides for severance benefits in the event of a “qualifying separation” (as defined in the Severance Plan to include a termination without “cause” or a resignation for “good reason”) of the NEO’s employment. Pursuant to the Severance Plan, an NEO who incurs a qualifying separation would be entitled to receive severance payments equal in the aggregate to a multiple of annual base salary (one and one-half times for officers with at least two years of service, and one time for all other officers), unless and until the NEO is employed by another employer. The Severance Plan also provides a COBRA subsidy for a period of up to 18 months following a qualifying separation. The Change in Control Plan generally provides for “double-trigger” severance benefits in connection with a “qualifying separation” (as defined in the Change in Control Plan to include a termination without “cause” or a resignation for “good reason”) that occurs in connection with or within two years after a change in control (as defined in the Change in Control Plan). Pursuant to the Change in Control Plan, an NEO who incurs a qualifying separation would generally be entitled to receive a lump sum cash payment in an amount equal to the sum of (1) three times base salary in the case of the CEO and two times base salary in the case of an NEO other than the CEO, and (2) in the case of the CEO, three times the higher of the CEO’s target annual cash incentive award opportunity for the year in which the separation occurs or in effect immediately prior to the change in control (or in the case of an NEO other than the CEO, two times the higher of the NEO’s target annual cash incentive award opportunity for the year in which the separation occurs or in effect immediately prior to the change in control). In addition, an NEO who incurs a qualifying separation is also entitled to receive a lump sum payment representing the sum of 36 monthly COBRA premiums for the CEO and 24 monthly COBRA premiums for NEOs other than the CEO. The Change in Control Plan does not provide for any excise tax gross-up benefit. Benefits under the Severance Plan and the Change in Control Plan are generally subject to execution by the NEO of a general waiver and release of claims in favor of Aptiv. Other Benefits. We provide additional benefits, such as relocation and expatriate benefits to our NEOs, when applicable, and in general, these benefits are the same as those provided to similarly situated non-officer employees. Additional details are covered in the “2025 Summary Compensation Table”.
COMPENSATION GOVERNANCE PRACTICES
Measurement and Shares Counted. Our officers, including the NEOs, are expected to fulfill the ownership requirement within five years from the time they are appointed to their respective positions. Ownership is measured on the last day of each quarter using the average closing price for the last 10 trading days of the quarter. Shares counted toward the guidelines include: • Shares owned through purchase or retained after the vesting of time-based RSUs and performance-based RSUs; • Unvested time-based RSUs; and • Shares held in a 401(k) plan. Unvested performance-based RSUs are not included in the share ownership calculation. Retention Requirements. Until such time as the required holding is met, officers must retain 100% of net shares acquired after tax from the vesting of equity awards or purchases, subject to limited exceptions as approved by the CEO. Once the ownership requirement has been met, an officer may sell stock; provided, however, that the minimum ownership requirement must continue to be met. All sales of Aptiv stock by executives and directors must be completed through an approved 10b5-1 plan. Compliance and Oversight. The Compensation Committee reviews the ownership level for covered executives each year. As of the measurement date of December 31, 2025, all of our NEOs were at or above the applicable ownership requirement or on track to meet the applicable ownership requirement within five years of their respective appointments. The following graph reflects the CEO's holdings, and the average holdings of the other NEOs, in relation to our stock ownership guidelines: Clawback. We maintain two separate Compensation Clawback policies. The Aptiv PLC Compensation Recoupment policy was adopted in 2023 to comply with rules promulgated by the NYSE and the SEC (the “Clawback Policy”). The Clawback Policy generally applies to current and former executive officers, and it provides for the recovery of certain incentive-based compensation received during a three-year recovery period if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. The incentive-based compensation recoverable under the Clawback Policy generally includes the amount of incentive-based compensation received (on or after October 2, 2023) that exceeds the amount that would have been received had it been determined based on the restated amounts (without regard to any taxes paid). The Clawback Policy does not condition clawback on the fault of the executive officer, but the required clawback under the Clawback Policy is subject to certain limited exceptions in accordance with the SEC and NYSE rules. The other clawback policy we maintain (the “Supplemental Policy”) is a supplement to the Clawback Policy. The Supplemental Policy gives the Compensation Committee discretion to provide for forfeiture of awards or repayment of prior amounts if our financial statements are materially misstated or in material noncompliance with any financial reporting requirement under securities laws. Under the Supplemental Policy, if the misstatement is due to fraud, then the participants responsible for the fraud will forfeit their rights to future awards and must repay any amounts they received from prior awards due to the fraudulent behavior. Restrictive Covenants. All executives, including the NEOs, are required to sign confidentiality and non-interference agreements. The non-interference agreements include non-compete and non-solicitation covenants, which generally prohibit executives from: • Working for a competitor or otherwise directly or indirectly engaging in competition with us for 12 months after leaving Aptiv; • Soliciting or hiring employees for 24 months after leaving Aptiv; and • Soliciting customers for 24 months after leaving Aptiv. If the terms of the confidentiality and non-interference agreements are violated, Aptiv has the right to cancel or rescind any unvested Long-Term Incentive Plan award, consistent with applicable law. No Excise Tax Gross-Ups. We do not provide any excise tax gross-ups specific to our officer population, including our NEOs. Certain expatriate policy and relocation provisions, applicable to all salaried employees, allow for tax gross-ups as reimbursement for additional taxes or expenses incurred due to expatriate status or relocation expenses. No Hedging/No Pledging. The Company’s Insider Trading Policy prohibits directors and employees from entering into transactions that “hedge” the value of Aptiv stock and from pledging Aptiv securities as collateral for a loan, which includes engaging in short-term or speculative transactions and from engaging in short sales or the use of prepaid variable forward contracts, equity swaps, collars and exchange funds. In addition, the Company’s Insider Trading Policy prohibits directors and employees from trading in options (such as put and call options) on Aptiv stock and purchasing Aptiv securities on margin or holding Aptiv securities in a margin account. Further, directors and employees are encouraged to avoid frequent trading or speculating in Aptiv stock. The Company’s Insider Trading Policy is available on aptiv.com by clicking on the tab “Investors” and then the caption “Governance Documents” under the heading “Governance.” Independent Compensation Consultant. The Compensation Committee has retained Meridian Compensation Partners ("Meridian") as its independent compensation consultant since November 2023. The scope of the work done by Meridian during 2025 for the Compensation Committee included the following: • Providing analyses and recommendations that inform the Compensation Committee’s decisions; • Reviewing and making recommendations regarding Aptiv’s compensation and relative TSR peer groups; • Preparing and evaluating market pay data and competitive position analysis; • Analyzing realizable compensation in the context of performance; • Assisting in the benchmarking, design and development of Aptiv’s executive compensation programs; • Providing updates on market compensation trends and the regulatory environment as they relate to executive compensation; • Reviewing various management proposals presented to the Compensation Committee related to executive compensation; • Working with the Compensation Committee to validate and strengthen the pay-for-performance relationship and alignment with shareholders; • Reviewing and providing commentary on executive pay related disclosures; and • Attending Compensation Committee meetings. The Compensation Committee assessed the independence of Meridian pursuant to SEC and NYSE rules and no conflict of interest exists that would prevent Meridian from independently representing the Compensation Committee. Meridian does not perform other services for the Company. Meridian met with the Compensation Committee Chair and the Compensation Committee outside the presence of management. In addition, Meridian participated in all of the Compensation Committee’s meetings during 2025 and, when requested by the Compensation Committee Chair, in preparatory meetings and in executive sessions at Compensation Committee meetings. Compensation Risk Assessment. The Aptiv Human Resources team completed a risk assessment of our compensation programs in January 2026 and concluded that our compensation policies, practices and programs do not create risks that are reasonably likely to have a material adverse effect on Aptiv. Meridian reviewed and concurred with management's findings. The compensation risk assessment included a review of our pay and incentive plan structures, pay practices and policies, and governance processes, including the Compensation Committee’s oversight of such programs (supported by our independent consultant).
COMPENSATION GOVERNANCE PRACTICES
| | 2025 Summary Compensation Table |
COMPENSATION GOVERNANCE PRACTICES
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(4) | Total ($) | | Kevin P. Clark | 2025 | 1,462,272 | — | 15,145,160 | 2,303,078 | 339,767 | 19,250,277 | | Chair and CEO | 2024 | 1,462,272 | — | 14,502,615 | 2,478,551 | 314,612 | 18,758,050 | | | 2023 | 1,462,272 | — | 14,032,595 | 2,193,408 | 311,861 | 18,000,136 | | Varun Laroyia | 2025 | 850,000 | 1,000,000 | 4,230,214 | 892,500 | 159,978 | 7,132,692 | | Executive Vice President and CFO | 2024 | 138,447 | 1,000,000 | 6,880,792 | 152,627 | 6,242 | 8,178,108 | | Javed A. Khan | 2025 | 900,000 | 1,500,000 | 4,718,198 | 1,190,700 | 122,487 | 8,431,385 | | Executive Vice President and President, Software and AS&UX | 2024 | 344,318 | 2,500,000 | 11,300,147 | 1,470,150 | 14,603 | 15,629,218 | | Joseph T. Liotine | 2025 | 900,000 | 1,000,000 | 4,491,364 | 1,215,000 | 95,505 | 7,701,869 | | Executive Vice President and President, EDS | 2024 | 606,818 | 1,000,000 | 7,633,583 | 799,366 | 472,294 | 10,512,061 | | Joseph R. Massaro | 2025 | 1,297,500 | — | 8,216,342 | 1,708,898 | 204,202 | 11,426,942 | | Vice Chair and President, ECG | 2024 | 1,275,000 | — | 6,714,213 | 1,945,013 | 182,112 | 10,116,338 | | | 2023 | 1,256,250 | — | 6,206,788 | 1,593,750 | 172,336 | 9,229,124 |
COMPENSATION GOVERNANCE PRACTICES
| | 2025 Grants of Plan-Based Awards |
COMPENSATION GOVERNANCE PRACTICES
| | 2025 Outstanding Equity Awards at Fiscal Year-End |
COMPENSATION GOVERNANCE PRACTICES
| | 2025 Option Exercises and Stock Vested Table |
COMPENSATION GOVERNANCE PRACTICES
| | 2025 Non-Qualified Deferred Compensation |
2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE
2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE
2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE
| Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($)(4) | Aggregate Balance at Last FYE ($) | | Kevin P. Clark | 251,358 | 269,312 | 289,306 | 607,575 | 2,119,753 | | Varun Laroyia | 45,684 | 48,947 | 7,257 | — | 101,888 | | Javed A. Khan | 427,500 | 105,744 | 41,688 | — | 574,931 | | Joseph T. Liotine | 49,875 | 78,912 | 19,845 | — | 186,090 | | Joseph R. Massaro | 97,094 | 164,248 | 138,367 | 187,831 | 960,736 |
2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE
(1) All NEOs elected to defer a portion of their salary and annual incentive awards as permitted under the DCP. Each NEO’s total salary and annual incentive award, including these deferred amounts, are reported in the “2025 Summary Compensation Table”. (2) Company contributions to the NEOs’ DCP accounts, along with contributions to the qualified Aptiv Salaried 401(k) Plan, are disclosed in the “All Other Compensation” column in the “2025 Summary Compensation Table”. (3) Aggregate earnings represent change in market value less any fee paid by the NEO, but none of these amounts are disclosed in the “2025 Summary Compensation Table”. The withdrawals of our NEOs were made in accordance with the deferral election process described in this section. 54 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE
| | Potential Payments Upon Termination or Change in Control |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
| | | Termination Scenario | | | | | | Name | Component | Voluntary Resignation/ Retirement (If Eligible) ($)(5)(6) | Involuntary (Not For Cause) or For Good Reason ($) | Involuntary (For Cause) ($) | Change in Control and Termination ($) | Death/Disability ($) | | Kevin P. Clark | Cash Severance(1) | — | 5,483,520 | — | 10,967,040 | — | | | Annual Incentive Plan(2) | — | — | — | 2,193,408 | 2,193,408 | | | Long-Term Incentives—Time-Based Restricted Stock Units(3)(4) | — | 2,390,520 | — | 11,241,384 | 5,887,159 | | | Long-Term Incentives—Performance-Based Restricted Stock Units(3)(4) | 10,131,460 | 10,131,460 | — | 22,844,805 | 17,998,861 | | | Benefits Continuation | — | 33,569 | — | 87,189 | — | | | Total | 10,131,460 | 18,039,069 | — | 47,333,826 | 26,079,428 | | Varun Laroyia | Cash Severance(1) | — | 850,000 | — | 3,400,000 | — | | | Annual Incentive Plan(2) | — | — | — | 850,000 | 850,000 | | | Long-Term Incentives—Time-Based Restricted Stock Units(3)(4) | — | 783,499 | — | 5,365,410 | 5,365,410 | | | Long-Term Incentives—Performance-Based Restricted Stock Units(3)(4) | — | 1,721,536 | — | 6,085,983 | 6,085,983 | | | Benefits Continuation | — | 31,589 | — | 46,007 | — | | | Total | — | 3,386,624 | — | 15,747,400 | 12,301,393 | | Javad A. Khan | Cash Severance(1) | — | 900,000 | — | 4,230,000 | — | | | Annual Incentive Plan(2) | — | — | — | 1,215,000 | 1,215,000 | | | Long-Term Incentives—Time-Based Restricted Stock Units(3)(4) | — | 842,012 | — | 5,174,424 | 4,143,253 | | | Long-Term Incentives—Performance-Based Restricted Stock Units(3)(4) | — | 2,850,255 | — | 8,559,897 | 8,143,532 | | | Benefits Continuation | — | 33,569 | — | 58,126 | — | | | Total | — | 4,625,836 | — | 19,237,447 | 13,501,785 | | Joseph T. Liotine | Cash Severance(1) | — | 900,000 | — | 4,050,000 | — | | | Annual Incentive Plan(2) | — | — | — | 1,125,000 | 1,125,000 | | | Long-Term Incentives—Time-Based Restricted Stock Units(3)(4) | — | 1,239,734 | — | 4,636,925 | 4,636,925 | | | Long-Term Incentives—Performance-Based Restricted Stock Units(3)(4) | — | 1,563,041 | — | 5,551,755 | 5,551,755 | | | Benefits Continuation | — | 31,589 | — | 46,007 | — | | | Total | — | 3,734,364 | — | 15,409,687 | 11,313,680 | | Joseph R. Massaro | Cash Severance(1) | — | 4,600,125 | — | 6,133,500 | — | | | Annual Incentive Plan(2) | — | — | — | 1,761,750 | 1,761,750 | | | Long-Term Incentives—Time-Based Restricted Stock Units(3)(4) | — | 1,087,478 | — | 4,969,742 | 4,969,742 | | | Long-Term Incentives—Performance-Based Restricted Stock Units(3)(4) | 4,586,477 | 4,586,477 | — | 11,925,357 | 11,925,357 | | | Benefits Continuation | — | 33,569 | — | 58,126 | — | | | Total | 4,586,477 | 10,307,649 | — | 24,848,475 | 18,656,849 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
(1) In the case of an involuntary not for cause termination or a termination for good reason, Messrs. Clark and Massaro are eligible to receive severance payments equal to 18 months of base salary, plus one and one-half times the value of the annual incentive plan target award, payable in installments. Messrs. Laroyia, Khan, and Liotine are eligible for a severance payment equal to one time base salary, payable in installments. In the case of a qualifying change in control and termination, Mr. Clark is eligible to receive a lump sum severance payment equal to three times base salary, plus three times the value of the annual incentive plan target award. In the case of a qualifying change in control and termination, Messrs. Laroyia, Khan, Liotine, and Massaro are eligible to receive a lump sum severance payment equal to two times base salary, plus two times the value of the annual incentive plan target award. (2) In the case of a change in control, each NEO would receive a prorated annual incentive award based on the greater of (a) actual performance or (b) target. If the NEO terminates due to death or disability, he or she would receive a prorated annual incentive award based on actual performance. In the case of any other terminations prior to the payment date, the award is forfeited in its entirety. The values shown use target performance. (3) The value shown is based on the market value of the award using a per-share price of $76.09, the closing price of our stock on December 31, 2025 (the last trading day of fiscal 2025). (4) In the event of a qualifying termination within two years after a change in control, the NEOs’ awards will vest as described under “Potential Payments Upon Termination or Change in Control—Long-Term Incentive Plan”. Also as described under “Potential Payments Upon Termination or Change in Control—Long-Term Incentive Plan”, if at the time of a change in control the NEOs do not receive replacement awards, their awards will vest upon the change in control regardless of whether their employment is terminated. The performance-based RSUs included represent a 100% payout of each award. (5) In the event of a voluntary termination on December 31, 2025 (the last business day of fiscal 2025), each NEO would receive the value of their respective 2023 performance-based RSUs. Messrs. Laroyia, Khan, and Liotine do not hold 2023 performance-based RSU awards. (6) As of December 31, 2025, Messrs. Clark and Massaro are the only NEOs eligible to retire. As required by Section 409A of the Code, all NEOs who have elected to participate in the DCP generally must wait six months to receive a payment under the plan by reason of termination of employment. Payments for departure on December 31, 2025, would generally be made within 60 days after July 1, 2026. All amounts are estimates only, and actual amounts will vary depending upon the facts and circumstances applicable at the time of the triggering event. 58 CEO PAY RATIO
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
| | CEO Pay Ratio |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
We are required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules to disclose the ratio of the annual total compensation of Mr. Clark, our Chair and Chief Executive Officer, to that of an employee whose annual compensation is at the median of all our employees (the “Median Employee”). Due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described below. The Median Employee was identified by using “total annual base pay” as reflected in our enterprise-wide human resources information system, as of October 31, 2025, for all of our employees (including full-time, part-time, and temporary employees of Aptiv and its consolidated subsidiaries). We did not include our “contingent workforce”. We did not use any statistical sampling or cost-of-living adjustments for purposes of this pay ratio disclosure. The total annual base pay for our salaried employees reflects base salary paid on an annual basis, and for hourly employees, the annual rate is determined using their hourly rate and standard work hours. This methodology was chosen because we believe it is a compensation measure that can be applied consistently across the globe and provides an accurate depiction of total earnings. Because there was more than one Median Employee identified using this methodology, we selected an individual who we determined to be reasonably representative of our Median Employee and who did not have any unusual or nonstandard compensation items. After identifying the Median Employee, we calculated annual total compensation for the Median Employee using the same methodology as compensation reported in the 2025 Summary Compensation Table for the CEO. The Median Employee’s annual total compensation is $10,162. When compared to our CEO’s annual total compensation of $19,250,277, the ratio of the total annual compensation of our CEO to the total annual compensation of our Median Employee was approximately 1,894:1. We believe that there are a number of reasons why our pay ratio is not comparable to that of other companies, including that other companies may have a median employee that works in the U.S., may outsource manufacturing, may have different types of workforces, may operate in different countries, or may utilize different compensation practices. Further, in calculating their own pay ratios, other companies may utilize methodologies, exclusions, estimates, and assumptions that substantially differ from Aptiv’s calculation methodology. 2025 PAY VERSUS PERFORMANCE TABLE 59
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
| | 2025 Pay Versus Performance Table |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
In accordance with SEC rules, the following table sets forth information with respect to how the compensation of our NEOs aligns with Company performance.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(2)(3)(4) | Average Summary Compensation Table Total for non-PEO NEOs ($) | Average Compensation Actually Paid to non-PEO NEOs ($)(2)(3)(4) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(5) | Net Income ($ millions)(6) | Adjusted Net Income ($ millions)(7) | | 2025 | 19,250,277 | 24,676,355 | 8,673,222 | 11,072,167 | 58.40 | 170.48 | 165 | 1,726 | | 2024 | 18,758,050 | 9,584,557 | 9,959,438 | 7,957,099 | 46.42 | 149.07 | 1,787 | 1,607 | | 2023 | 18,000,136 | 16,072,614 | 9,691,458 | 8,388,279 | 68.86 | 101.94 | 2,938 | 1,376 | | 2022 | 16,206,621 | (3,338,551) | 5,880,152 | 3,091,630 | 71.48 | 63.17 | 594 | 967 | | 2021 | 14,744,780 | 20,823,184 | 4,899,559 | 6,122,511 | 126.60 | 148.83 | 590 | 868 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
(1) NEOs included in the above compensation columns reflect the following:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
| Year | Principal Executive Officer (“PEO”) | Non-PEO NEOs | | 2025 | Kevin P. Clark | Varun Laroyia, Javed A. Khan, Joseph T. Liotine, Joseph R. Massaro | | 2024 | Kevin P. Clark | Varun Laroyia, Joseph R. Massaro, Javed A. Khan, Joseph T. Liotine, Obed D. Louissaint | | 2023 | Kevin P. Clark | Joseph R. Massaro, William T. Presley, Obed D. Louissaint, Benjamin Lyon, Katherine H. Ramundo | | 2022 | Kevin P. Clark | Joseph R. Massaro, Benjamin Lyon, William T. Presley, Sophia M. Velastegui | | 2021 | Kevin P. Clark | Joseph R. Massaro, William T. Presley, Katherine H. Ramundo, Mariya K. Trickett |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
(2) Fair value or change in fair value, as applicable, of equity awards in the “Actually Paid” columns was determined by reference to (1) for RSU awards (excluding TSR awards and other performance-based awards), the closing price on each applicable year-end date or, in the case of vesting dates, the actual vesting date closing price, (2) for performance-based RSU awards (excluding TSR awards), the same valuation methodology as RSU awards above except that year-end award values are adjusted by the projected probability of achievement of each award as of each such date, and (3) for TSR-based awards, the fair value calculated by a Monte Carlo simulation as of the applicable year-end date. (3) For the portion of “Actually Paid” compensation that is based on year-end stock prices, the following prices were used: 2025: $76.09 (26% increase from prior year), 2024: $60.48 (33% decrease from prior year), 2023: $89.72 (4% decrease from prior year), 2022: $93.13 (44% decrease from prior year), 2021: $164.95 (27% increase from prior year). (4) "Compensation Actually Paid” to our PEO and the average “Compensation Actually Paid” to non-PEO NEOs reflects adjustments from total compensation reported in the Summary Compensation Table (see reconciliation below).
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
| | | PEO ($) | Average Non-PEO NEOs ($) | | Total Reported in 2025 Summary Compensation Table (SCT) | | 19,250,277 | 8,673,222 | | + | Fair value of equity awards granted during the fiscal year 2025 | (15,145,160) | (5,414,029) | | + | Year-end fair value of equity awards granted during the fiscal year 2025 | 19,774,901 | 6,915,814 | | + | Change in fair value from end of prior fiscal year 2024 to end of current fiscal year 2025 for awards made in prior fiscal years that were unvested at end of current fiscal year 2025 | 408,226 | 483,895 | | + | Change in fair value from end of fiscal year 2024 to vesting date, for awards made in prior fiscal years that vested during current fiscal year 2025 | 388,111 | 413,265 | | Total Adjustments | | 5,426,078 | 2,398,945 | | Compensation Actually Paid for Fiscal Year 2025 | | 24,676,355 | 11,072,167 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
Peer group TSR reflects the Company’s 2025 Automotive Peer Group ("Russell 3000 Automobiles and Parts Sector") as reflected in our 2025 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. Each year reflects what the cumulative value of a $100 investment would be, including reinvestment of dividends. 60 2025 PAY VERSUS PERFORMANCE TABLE The year ended December 31, 2025, includes a goodwill impairment charge of $648 million, as further discussed in Note 7 of our 2025 Annual Report on Form 10-K. The year ended December 31, 2023 includes a $2.1 billion deferred tax benefit recognized from the Company’s initiation of changes to its corporate entity structure, including intercompany transfers of intellectual property and other related transactions, as further discussed in Note 14 of our 10-K. (7) Adjusted Net Income was selected by the Compensation Committee as the Company-Selected Measure (“CSM”). It is a non-GAAP measure which represents net income attributable to Aptiv before restructuring and other special items, including the tax impact thereon. Appendix A contains a reconciliation of Adjusted Net Income to U.S. GAAP Net Income.
ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE In accordance with SEC rules, the following charts describe the relationship between the “Compensation Actually Paid” to our NEOs and the Company’s financial performance as measured by our cumulative TSR, GAAP NI and our CSM, Adjusted NI. As more fully described under “Compensation Governance and Alignment with Shareholders” in our “Compensation Discussion and Analysis” section, our focus on pay-for-performance and corporate governance aims to help ensure alignment with the interests of our shareholders, as highlighted below. Aligning executive compensation to Company financial and stock price performance is one of the key design principles of our executive compensation program. This is evidenced by the program design elements, including: • 92% of 2025 total target annual compensation for the CEO is at risk and 80% is granted in equity, while, on average, 86% of 2025 total target annual compensation for the other NEOs is at risk and 68% is granted in equity. • We use a structured goal-setting process for performance incentives, with multiple levels of review including the Compensation Committee and its consultant, and senior management. • NEOs’ annual incentives are typically based on achievement of multi-faceted financial and strategic annual performance goals. • 60% of the NEOs’ annual long-term incentive compensation consists of performance-based RSUs, which deliver value based on achievement of multi-year financial and relative TSR goals. We review and analyze our pay-for-performance alignment on an annual basis, both in absolute terms and relative to our peer group. 2025 PAY VERSUS PERFORMANCE TABLE 61
Compensation Actually Paid Versus Total Shareholder Return(1)
Compensation Actually Paid Versus Total Shareholder Return(1) (1) TSR in the above chart, in the case of both the Company and our Automotive Peer Group as noted in footnote 5 of the above Pay for Performance Table, reflects the cumulative return of $100 as if invested on December 31, 2020, including reinvestment of any dividends.
Compensation Actually Paid Versus Net Income(1)
Compensation Actually Paid Versus Net Income(1) The year ended December 31, 2023 includes a $2.1 billion deferred tax benefit recognized from the Company’s initiation of changes to its corporate entity structure, including intercompany transfers of intellectual property and other related transactions, as further discussed in Note 14 of our 2024 Annual Report on Form 10-K. 62 2025 PAY VERSUS PERFORMANCE TABLE
Compensation Actually Paid versus Adjusted Net Income(1)
Compensation Actually Paid versus Adjusted Net Income(1) (1) Adjusted Net Income was selected by the Compensation Committee as the Company-Selected Measure. It is a non-GAAP measure which represents net income attributable to Aptiv before restructuring and other special items, including the tax impact thereon. Appendix A contains a reconciliation of Adjusted Net Income to U.S. GAAP Net Income.

DEF 14A of Aptiv PLC

ELECTION OF DIRECTORS

REORGANIZATION

(RESOLUTIONS 1 TO 11)

(RESOLUTIONS 1 TO 11)

(RESOLUTIONS 1 TO 11)

(RESOLUTIONS 1 TO 11)

(RESOLUTIONS 1 TO 11)

(RESOLUTIONS 1 TO 11)

(RESOLUTIONS 1 TO 11)

(RESOLUTIONS 1 TO 11)

(RESOLUTIONS 1 TO 11)

(RESOLUTIONS 1 TO 11)

(RESOLUTIONS 1 TO 11)

(RESOLUTIONS 1 TO 11)

(RESOLUTIONS 1 TO 11)

(RESOLUTIONS 1 TO 11)

(RESOLUTIONS 1 TO 11)

Board Independence and Accountability

Board Independence and Accountability

Board Independence and Accountability

SKILLS AND EXPERIENCE OF OUR DIRECTOR NOMINEES

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

BOARD COMPENSATION

BOARD COMPENSATION

2025 DIRECTOR COMPENSATION

2025 DIRECTOR COMPENSATION

2025 DIRECTOR COMPENSATION

2025 DIRECTOR COMPENSATION

Aligning Incentives with Strategic Evolution

COMPENSATION GOVERNANCE AND ALIGNMENT WITH SHAREHOLDERS

COMPENSATION GOVERNANCE AND ALIGNMENT WITH SHAREHOLDERS

EXECUTIVE COMPENSATION PHILOSOPHY AND STRATEGY

2025 COMPENSATION PROGRAM OVERVIEW

2025 COMPENSATION PROGRAM OVERVIEW

2025 COMPENSATION PROGRAM OVERVIEW

2025 ANNUAL COMPENSATION DETERMINATION

2025 ANNUAL COMPENSATION DETERMINATION

2025 ANNUAL COMPENSATION DETERMINATION

2025 ANNUAL COMPENSATION DETERMINATION

2025 ANNUAL COMPENSATION DETERMINATION

2025 ANNUAL COMPENSATION DETERMINATION

2025 LONG-TERM INCENTIVE COMPENSATION

2025 LONG-TERM INCENTIVE COMPENSATION

2025 LONG-TERM INCENTIVE COMPENSATION

2025 LONG-TERM INCENTIVE COMPENSATION

2025 LONG-TERM INCENTIVE COMPENSATION

2025 LONG-TERM INCENTIVE COMPENSATION

2025 LONG-TERM INCENTIVE COMPENSATION

2025 LONG-TERM INCENTIVE COMPENSATION

2025 LONG-TERM INCENTIVE COMPENSATION

OTHER COMPENSATION

COMPENSATION GOVERNANCE PRACTICES

COMPENSATION GOVERNANCE PRACTICES

COMPENSATION GOVERNANCE PRACTICES

COMPENSATION GOVERNANCE PRACTICES

COMPENSATION GOVERNANCE PRACTICES

COMPENSATION GOVERNANCE PRACTICES

COMPENSATION GOVERNANCE PRACTICES

2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE

2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE

2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE

2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

Compensation Actually Paid Versus Total Shareholder Return(1)

Compensation Actually Paid Versus Net Income(1)

Compensation Actually Paid versus Adjusted Net Income(1)