| • | | A material diminution in base salary;
| 2022 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
|
Potential Payments Upon Termination or Change in Control (continued)
| • | | A material diminution in authority, duties or responsibilities from those in effect immediately prior to the change in control; |
| • | | Relocation of the NEO’s principal place of employment more than 50 miles from the location immediately prior to the change in control; or |
A material diminution in authority, duties or responsibilities from those in effect immediately prior to the change in control;
Relocation of the NEO’s principal place of employment more than 50 miles from the location immediately prior to the change in control; or
Any other action or inaction that is a material breach by Aptiv of the agreement under which the NEO provides services to us.
| • | | Any other action or inaction that is a material breach by Aptiv of the agreement under which the NEO provides services to us. |
Upon a qualifying termination within two years after a change in control, or upon a change in control if a replacement award is not provided, outstanding unvested equity awards will vest as follows: Time-based RSUs will vest in full; and
After a determination by the Compensation Committee of the Company’s performance at the time of the change in control, the number of performance-based RSUs that will vest will be equal to the greater of (a) the performance-based RSUs earned through the change in control date, or (b) 100% of the performance-based RSUs granted.
| • | | Time-based RSUs will vest in full; and |
| • | | After a determination by the Compensation Committee of the Company’s performance at the time of the change in control, the number of performance-based RSUs that will vest will be equal to the greater of (a) the performance-based RSUs earned through the change in control date, or (b) 100% of the performance-based RSUs granted. |
A replacement award is an award with respect to the stock of Aptiv or its successor that is at least equal in value to the outstanding award, is a publicly traded security and has no less favorable terms than the outstanding award. A qualifying termination after a change in control includes any termination by Aptiv without cause, or by the NEO for good reason, or due to death or disability. Change in Control PlanCHANGE IN CONTROL PLAN
The Change in Control Plan generally provides for 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 be entitled to receive generally 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. Severance Plan
| | | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | | 54 |
SEVERANCE PLAN For the eligible 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 generally severance payments equal in the aggregate to a multiple of annual base salary (1.5X for officers with at least two years of service, and 1X for all other officers), unless and until the NEO is employed by another employer. The Severance Plan also provides to eligible U.S. employees a COBRA subsidy for a period of up to 18 months following a qualifying separation. 
| 2022 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |
Potential Payments Upon Termination or Change in Control (continued)POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
Potential Payments upon Termination or Change in Control Table
| | | | Termination Scenario | | | | 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 | | | 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 | | | $ | — | | | Cash Severance(1) | | | $ — | | | $ 5,483,520 | | | | $— | | | $10,967,040 | | | | $ — | | | | Annual Incentive Plan(2) | | | — | | | 745,759 | | | | — | | | 2,193,408 | | | 745,759 | | | Annual Incentive Plan(2) | | | — | | | | — | | | | — | | | 2,193,408 | | | 2,193,408 | | | | Long-Term Incentives — Time-Based Restricted Stock Units(3)(4) | | | — | | | 2,950,791 | | | | — | | | 10,232,013 | | | 2,950,791 | | | Long-Term Incentives—Time-Based Restricted Stock Units(3)(4) | | | — | | | 1,599,135 | | | | — | | | 6,208,791 | | | 1,599,135 | | | | Long-Term Incentives — Performance- Based Restricted Stock Units(3)(4) | | 26,300,288 | | | 26,300,288 | | | | — | | | 39,274,265 | | | 26,300,288 | | | Long-Term Incentives—Performance-Based Restricted Stock Units(3)(4) | | 11,610,331 | | | 11,610,331 | | | | — | | | 18,127,103 | | | 11,610,331 | | | | Benefits Continuation | | | — | | | 25,785 | | | | — | | | 63,379 | | | | — | | | Benefits Continuation | | | — | | | 27,985 | | | | — | | | 72,355 | | | | — | | | | Total | | | 26,300,288 | | | | 35,506,143 | | | | — | | | | 62,730,105 | | | | 29,996,838 | | | Total | | | 11,610,331 | | | | 18,720,971 | | | | — | | | | 37,568,697 | | | | 15,402,874 | | Joseph R. Massaro | | Cash Severance(1) | | | — | | | | 3,000,000 | | | | — | | | | 4,000,000 | | | | — | | | Cash Severance(1) | | | — | | | 4,050,000 | | | | — | | | 5,400,000 | | | | — | | | | Annual Incentive Plan(2) | | | — | | | 340,000 | | | | — | | | 1,000,000 | | | 340,000 | | | Annual Incentive Plan(2) | | | — | | | | — | | | | — | | | 1,500,000 | | | 1,500,000 | | | | Long-Term Incentives — Time-Based Restricted Stock Units(3)(4) | | | — | | | 917,287 | | | | — | | | 3,515,414 | | | 917,287 | | | Long-Term Incentives—Time-Based Restricted Stock Units(3)(4) | | | — | | | 563,809 | | | | — | | | 2,364,105 | | | 563,809 | | | | Long-Term Incentives — Performance- Based Restricted Stock Units(3)(4) | | 4,598,971 | | | 8,031,416 | | | | — | | | 12,641,273 | | | 8,031,416 | | | Long-Term Incentives—Performance-Based Restricted Stock Units(3)(4) | | 2,994,968 | | | 3,995,184 | | | | — | | | 6,556,911 | | | 3,995,184 | | | | Benefits Continuation | | | — | | | 14,780 | | | | — | | | 24,602 | | | | — | | | Benefits Continuation | | | — | | | 26,104 | | | | — | | | 42,677 | | | | — | | | | Total | | | 4,598,971 | | | | 12,303,483 | | | | — | | | | 21,181,289 | | | | 9,288,703 | | | Total | | | 2,994,968 | | | | 8,635,097 | | | | — | | | | 15,863,693 | | | | 6,058,993 | | Benjamin Lyon | | | Cash Severance(1) | | | — | | | 800,000 | | | | — | | | 3,200,000 | | | | — | | | | | Annual Incentive Plan(2) | | | — | | | | — | | | | — | | | 800,000 | | | 800,000 | | | | | Long-Term Incentives—Time-Based Restricted Stock Units(3)(4) | | | — | | | | — | | | | — | | | | — | | | | — | | | | | Long-Term Incentives—Performance-Based Restricted Stock Units(3)(4) | | | — | | | | — | | | | — | | | | — | | | | — | | | | | Benefits Continuation | | | — | | | 27,985 | | | | — | | | 48,237 | | | | — | | | | | | Total | | | — | | | | 827,985 | | | | — | | | | 4,048,237 | | | | 800,000 | | William T. Presley | | Cash Severance(1) | | | — | | | | 975,000 | | | | — | | | | 2,405,000 | | | | — | | | Cash Severance(1) | | | — | | | 1,350,000 | | | | — | | | 3,600,000 | | | | — | | | | Annual Incentive Plan(2) | | | — | | | 221,000 | | | | — | | | 552,500 | | | 221,000 | | | Annual Incentive Plan(2) | | | — | | | | — | | | | — | | | 900,000 | | | 900,000 | | | | Long-Term Incentives — Time-Based Restricted Stock Units(3)(4) | | | — | | | 999,267 | | | | — | | | 2,666,252 | | | 999,267 | | | Long-Term Incentives—Time-Based Restricted Stock Units(3)(4) | | | — | | | 340,111 | | | | — | | | 1,182,844 | | | 340,111 | | | | Long-Term Incentives — Performance- Based Restricted Stock Units(3)(4) | | 919,926 | | | 1,600,345 | | | | — | | | 3,646,055 | | | 1,600,345 | | | Long-Term Incentives—Performance-Based Restricted Stock Units(3)(4) | | 593,611 | | | 1,205,475 | | | | — | | | 2,385,991 | | | 1,205,475 | | | | Benefits Continuation | | | — | | | 25,785 | | | | — | | | 42,252 | | | | — | | | Benefits Continuation | | | — | | | 26,104 | | | | — | | | 42,677 | | | | — | | | | Total | | | 919,926 | | | | 3,821,397 | | | | — | | | | 9,312,059 | | | | 2,820,612 | | | Total | | | 593,611 | | | | 2,921,689 | | | | — | | | | 8,111,515 | | | | 2,445,586 | | Katherine H. Ramundo | | Cash Severance(1) | | | — | | | | 650,000 | | | | — | | | | 2,405,000 | | | | — | | | Sophia M. Velastegui | | | Cash Severance(1) | | | — | | | 750,000 | | | | — | | | 3,000,000 | | | | — | | | | Annual Incentive Plan(2) | | | — | | | 187,850 | | | | — | | | 552,500 | | | 187,850 | | | Annual Incentive Plan(2) | | | — | | | | — | | | | — | | | 750,000 | | | 750,000 | | | | Long-Term Incentives — Time-Based Restricted Stock Units(3)(4) | | | — | | | | — | | |
| —
— |
| | 5,332,174 | | | | — | | | Long-Term Incentives—Time-Based Restricted Stock Units(3)(4) | | | — | | | | — | | | | — | | | 2,217,984 | | | | — | | | | Long-Term Incentives — Performance- Based Restricted Stock Units(3)(4) | | | — | | | | — | | | | — | | | 1,057,494 | | | | — | | | Long-Term Incentives—Performance-Based Restricted Stock Units(3)(4) | | | — | | | | — | | | | — | | | 806,506 | | | | — | | | | Benefits Continuation | | | — | | | | — | | | | — | | | | — | | | | — | | | Benefits Continuation | | | — | | | 27,985 | | | | — | | | 48,237 | | | | — | | | | Total | | | — | | | | 837,850 | | | | — | | | | 9,347,168 | | | | 187,850 | | | Total | | | — | | | | 777,985 | | | | — | | | | 6,822,727 | | | | 750,000 | | Mariya K. Trickett | | Cash Severance(1) | | | — | | | | 846,000 | | | | — | | | | 2,086,800 | | | | — | | | | | Annual Incentive Plan(2) | | | — | | | 162,996 | | | | — | | | 479,400 | | | 162,996 | | | | | Long-Term Incentives — Time-Based Restricted Stock Units(3)(4) | | | — | | | 573,201 | | | | — | | | 1,364,301 | | | 573,201 | | | | | Long-Term Incentives — Performance- Based Restricted Stock Units(3)(4) | | 1,885,708 | | | 3,277,392 | | | | — | | | 5,050,934 | | | 3,277,392 | | | | | Benefits Continuation | | | — | | | 7,602 | | | | — | | | 12,656 | | | | — | | | | | | Total | | | 1,885,708 | | | | 4,867,191 | | | | — | | | | 8,994,091 | | | | 4,013,589 | | |
| (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 1.5 times the value of the annual incentive plan target award, payable in installments. Mr. Presley and Ms. Trickett areis eligible for a severance payment equal to 1.5 times base salary, payable in installments. Ms. Ramundo isVelastegui and Mr. Lyon are eligible for a severance payment equal to 1 times base salary, payable in installments. In the case of a qualifying Change in Control termination, Mr. Clark is eligible to receive a lump sum severance payment equal to 3 times base salary, plus 3 times the value of the annual incentive plan target award. In the case of a qualifying Change in Control termination, Messrs. Massaro, and Presley and Mses. RamundoLyon and TrickettMs. Velastegui are eligible to receive a lump sum severance payment equal to 2 times base salary, plus 2 times the value of the annual incentive plan target award. |
| (2) | In all scenarios exceptthe case of a voluntary termination or an involuntary termination for cause, theChange in Control, each NEO would receive a prorated annual incentive award.award payment based on the greater of (a) actual performance or (b) target. If the NEO voluntarily terminates employment,due to death or disability, he or she must have worked on the date of payment in order towould receive his or hera prorated annual incentive award; if not,award based on actual performance. In the case of any other terminations prior to the payment date, the award is forfeited in its entirety. For each NEO, annual incentive award payments are subject to performance assessment and will be paid after the conclusion of the performance period. |
| (3) | The value shown is based on the market value of the award using a per-share price of $164.95,$93.13, the closing price of our stock on December 31, 2021.30, 2022 (the last trading day of fiscal 2022). |
| (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 — Control—Long-Term Incentive Plan”. Also as described under “Potential Payments Upon Termination or Change in Control — 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, 2021,30, 2022 (the last business day of fiscal 2022), each NEO would receive the value of their 20192020 performance-based RSUs. |
| (6) | As of December 31, 2021,2022, Mr. Clark is the only NEO eligible to retire. |
| | | APTIV PLC POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | | 52 |
| 2022 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
56 |
Potential Payments Upon Termination or Change in Control (continued)
As required by Section 409A of the Internal Revenue Code, all NEOs who have elected to participate in the DCP must wait six months to receive a payment under the plan by reason of termination of employment. Payments for departure on December 31, 20212022 would be made within 60 days after July 1, 2022.2023. All amounts are estimates only, and actual amounts will vary depending upon the facts and circumstances applicable at the time of the triggering event. CEO Pay Ratio
| | | 
| | CEO Pay Ratio |
We are required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Securities and Exchange Commission (“SEC”)SEC rules to disclose the ratio of the annual total compensation of Mr. Clark, our PresidentChairman 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. As permitted under SEC rules, we are using the same Median Employee identification analysis used for purposes of our fiscal 2021 CEO pay ratio disclosure, as we believe there have been no changes to our employee population or employee compensation arrangements that would significantly impact our pay ratio disclosure. However, the Aptiv employee whom we identified in 2021 as the Median Employee terminated employment with the Company in 2022. As such, we have reviewed the remaining employees in the median group and selected a new median employee, whose compensation during the applicable measurement period was immediately below the compensation of the median employee originally selected for 2021. 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, 2021, for all of our employees (including fulltime,full-time, part-time, and temporary employees of Aptiv and its consolidated subsidiaries). The employees considered did not include any independent contractors or “leased” workers.workers, which we refer to as our “contingent workforce” below. We did not use any statistical sampling or cost-of-living adjustments for purposes of this pay ratio disclosure. The total annual ratebase 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. Aptiv is a global company employing 155,000160,000 employees in 4648 countries as of December 31, 2021,2022, with approximately 27,00032,000 salaried employees and 128,000 hourly employees. In addition, we maintain a contingent workforce of approximately 42,000 to accommodate fluctuations in customer demand. 53% of our workforce is located in North America, where our largest presence is in Mexico. 83%82% of our North American workforce is part of our global manufacturing workforce. Market levels of pay and wage rates are generally lower in countries in which Aptiv has manufacturing facilities, in line with our regional service model that enables us to efficiently and effectively serve our global customers from best cost countries. In these countries, Aptiv provides market competitive compensation, which, in many cases, is dictated by local union agreements. The Median Employee is a full-time hourly employee located in Mexico, where competitive wages vary greatly from standard U.S. hourly rates. After identifying the Median Employee, we calculated annual total compensation for the Median Employee using the same methodology as compensation reported in the 20212022 Summary Compensation Table for the CEO. The Median Employee’s annual total compensation is $7,402.$8,139. When compared to our CEO’s annual total compensation of $14,744,780,$16,206,621, the ratio of the total annual compensation of our CEO to the total annual compensation of our Median Employee was approximately 1,992:1,991:1. 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.
| | | | 2022 PAY VERSUS PERFORMANCE TABLE | | 58 |
| | | | | 2022 Pay Versus Performance Table |
In accordance with SEC rules, the following tablesets forth information withrespect to how thecompensation of our NEOs aligns with Company performance. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100
Investment Based On: | | | | | | | | | | Summary
Compensation
Table Total for
PEO
($)
(b) | | | Compensation Actually Paid to PEO ($) (2)(3) (c) | | | Average Summary Compensation Table Total for non-PEO NEOs ($) (d) | | | Average Compensation Actually Paid to non-PEO NEOs ($) (2)(3) (e) | | | Total Shareholder Return ($) (7) (f) | | | | | | Net Income ($ millions) (8) (h) | | | Adjusted Net Income ($ millions) (9) (i) | | | | | $ 16,206,621 | | | | $ (3,338,551 | ) (4) | | | $5,880,152 | | | | $3,091,630 | (4) | | | $ 98.31 | | | | $209.44 | | | | $ 594 | | | | $967 | | | | | 14,744,780 | | | | 20,823,184 | (5) | | | 4,899,559 | | | | 6,122,511 | (5) | | | 174.13 | | | | 487.26 | | | | 590 | | | | 868 | | | | | 31,267,329 | | | | 32,047,839 | (6) | | | 6,747,057 | | | | 6,881,294 | (6) | | | 137.54 | | | | 324.23 | | | | 1,804 | | | | 646 | |
| (1) | NEOs included in the above compensation columns reflect the following: |
| | | | | | | Principal Executive Officer (“PEO”) | | | | | Kevin P. Clark | | Joseph R. Massaro, Benjamin Lyon, William T. Presley, Sophia M. Velastegui | | | Kevin P. Clark | | Joseph R. Massaro, William T. Presley, Katherine H. Ramundo, Mariya K. Trickett | | | Kevin P. Clark | | Joseph R. Massaro, David Paja, David M. Sherbin, Mariya K. Trickett |
| (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 applicableyear-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 thatyear-end award values are adjusted by the projected probability of achievement of each award as of each such date, and (3) forTSR-based awards, the fair value calculated by a Monte Carlo simulation as of the applicableyear-end date. |
| (3) | For the portion of “Actually Paid” compensation that is based onyear-end stock prices, the following prices were used: 2022: $93.13 (44% reduction from prior year), 2021: $164.95 (27% increase from prior year), 2020: $130.29 (38% increase from prior year). |
| (4) | 2022 “Compensation Actually Paid” to our PEO and the average “Compensation Actually Paid” tonon-PEO NEOs reflects the following adjustments from total compensation reported in the Summary Compensation Table: |
| | | | | | | | | | | | | | | | | | | | | Total Reported in 2022 Summary Compensation Table (SCT) | | | | | | | | | | - | | Value of Stock Awards reported in SCT | | | 12,358,679 | | | | 2,833,137 | | | + | | Year-end value of awards granted in fiscal year that are unvested and outstanding | | | 9,071,220 | | | | 2,071,038 | | | + | | Change in fair value of prior year awards that are unvested and outstanding | | | (6,967,242 | ) | | | (1,026,204 | ) | | + | | Fair market value of awards granted in fiscal year 2022 that vested in fiscal year 2022 | | | — | | | | — | | | + | | Change in fair value (from prior year-end) of prior year awards that vested in fiscal year 2022 | | | (9,290,471 | ) | | | (1,000,219 | ) | | - | | Prior year-end fair value of awards that failed to vest in fiscal year 2022 | | | — | | | | — | | | Total Adjustments | | | (19,545,172 | ) | | | (2,788,522 | ) | Compensation Actually Paid for Fiscal Year 2022 | | | | | | | | |
| | | | 59 | | 2022 PAY VERSUS PERFORMANCE TABLE |
| (5) | 2021 “Compensation Actually Paid” to our PEO and the average “Compensation Actually Paid” tonon-PEO NEOs reflects the following adjustments from total compensation reported in the Summary Compensation Table: |
| | | | | | | | | | | | | | | | | | | | | Total Reported in 2021 Summary Compensation Table (SCT) | | | | | | | | | | - | | Value of Stock Awards reported in SCT | | | 12,295,011 | | | | 3,771,245 | | | + | | Year-end value of awards granted in fiscal year that are unvested and outstanding | | | 14,860,495 | | | | 4,408,918 | | | + | | Change in fair value of prior year awards that are unvested and outstanding | | | 3,035,636 | | | | 465,777 | | | + | | Fair market value of awards granted in fiscal year 2021 that vested in fiscal year 2021 | | | — | | | | — | | | + | | Change in fair value (from prior year-end) of prior year awards that vested in fiscal year 2021 | | | 477,284 | | | | 119,502 | | | - | | Prior year-end fair value of awards that failed to vest in fiscal year 2021 | | | — | | | | — | | | Total Adjustments | | | 6,078,404 | | | | 1,222,952 | | Compensation Actually Paid for Fiscal Year 2021 | | | | | | | | |
| (6) | 2020 “Compensation Actually Paid” to our PEO and the average “Compensation Actually Paid” tonon-PEO NEOs reflects the following adjustments from total compensation reported in the Summary Compensation Table: |
| | | | | | | | | | | | | | | | | | | | | Total Reported in 2020 Summary Compensation Table (SCT) | | | | | | | | | | - | | Value of Stock Awards reported in SCT | | | 28,502,508 | | | | 5,535,488 | | | + | | Year-end value of awards granted in fiscal year that are unvested and outstanding | | | 19,277,126 | | | | 3,921,190 | | | + | | Change in fair value of prior year awards that are unvested and outstanding | | | 7,447,563 | | | | 1,369,623 | | | + | | Fair market value of awards granted in fiscal year 2020 that vested in fiscal year 2020 | | | — | | | | — | | | + | | Change in fair value (from prior year-end) of prior year awards that vested in fiscal year 2020 | | | 2,558,329 | | | | 381,803 | | | - | | Prior year-end fair value of awards that failed to vest in fiscal year 2020 | | | — | | | | — | | | - | | Change in Actuarial Pension Value of Pension Benefits | | | — | | | | 2,891 | | | + | | Pension Service Cost for the Year and Prior Service Costs Introduced During the Year | | | — | | | | — | | | Total Adjustments | | | 780,510 | | | | 134,237 | | Compensation Actually Paid for Fiscal Year 2020 | | | | | | | | |
| (7) | Peer group TSR reflects the Company’s 2022 Automotive Peer Group as reflected in our 2022 Annual Report on Form10-K pursuant to Item 201(e) ofRegulation S-K. Each year reflects what the cumulative value of a $100 would be, including reinvestment of dividends, if such amount were invested on December 31, 2019. |
| (8) | The year ended December 31, 2020 includes apre-tax gain of $1.4 billion for the completion of the Motional autonomous driving joint venture, as further discussed in Note 21 of our 2022 Annual Report on Form10-K. |
| (9) | Adjusted Net Income was selected by the Compensation Committee as the Company-Selected Measure (“CSM”). It is anon-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 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 Net Income and our CSM, Adjusted Net Income. 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: 91% of 2022 total target annual compensation for the CEO is at risk and 77% is granted in equity, while, on average, 82% of 2022 total target annual compensation for the other NEOs is at risk and 62% is granted in equity. We use a structured goal-setting process for performance incentives, with multiple levels of review.
| | | | 2022 PAY VERSUS PERFORMANCE TABLE | | 60 |
NEOs’ annual incentives in typical years are based on achievement of multi-faceted Corporate and individual performance goals. 60% of the NEOs’ long-term incentive compensation consists of performance-based RSUs, which deliver value based on achievement of financial and relative TSR goals. We review and analyze ouralignment on an annual basis. Compensation Actually Paid Versus Total Shareholder Return(1) | (1) | Total shareholder return in the above chart, in the case of both the Company and our Automotive Peer Companies as noted in footnote 7 of the above Pay for Performance Table, reflects the cumulative return of $100 as if invested on December 31, 2019, including reinvestment of any dividends. |
Compensation Actually Paid versus Net Income(1) | (1) | The year ended December 31, 2020 includes apre-tax gain of $1.4 billion for the completion of the Motional autonomous driving joint venture, as further discussed in Note 20 of our 2022 Annual Report on Form10-K. |
| | | | 61 | | 2022 PAY VERSUS PERFORMANCE TABLE |
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 anon-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. |
MOST IMPORTANT MEASURES IN LINKING COMPENSATION WITH PERFORMANCE IN FISCAL YEAR 2022 In the Company’s assessment, the following table lists the most important financial performance measures used by the Company to link compensation actually paid, as determined in accordance with SEC rules, to the NEOs to Company performance for 2022. The way these measures, together with certain other performance measures, determine the amounts of incentive compensation paid to our NEOs is described in the “Compensation Discussion and Analysis” section. | Most Important Performance Measures for 20221 | | Adjusted Net Income | | Cash Flow Before Financing | | Growth Over Market | | Return on Net Assets | | Relative Total Shareholder Return |
| (1) | In addition to the performance measures listed in the table above, the Company uses a Strategic Results Modifier in the Annual Incentive Plan. The Strategic Results Modifier focuses our executives on the Company’s strategic priorities. For 2022, the Strategic Results Modifier goals were related to Aptiv’s longer-term sustainability commitments related to people, product, planet, and platform. The Strategic Results Modifier is more fully described under “2022 Annual Compensation Determination” in our “Compensation Discussion and Analysis” section. |
| | | 53REPORT OF THE AUDIT COMMITTEE | | APTIV PLC 62 |
| | | 2022 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
| | Report of the Audit Committee |
REPORT OF THE AUDIT COMMITTEE
The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933 or the Exchange Act. The Audit Committee currently consists of Ms. Cooper (Chair), Mr. Hooley, Mr. Ortberg and Dr. Parris and Ms. Pinczuk.Parris. All of the members of the Audit Committee are independent directors under the NYSE listing standards and the rules of the SEC. In addition, the Board has determined that all members of the Audit Committee are financially literate under the NYSE listing standards and that each of Ms. Cooper, Mr. Hooley and Mr. Ortberg qualify as an “audit committee financial expert” under the rules of the SEC. The Audit Committee operates under a written charter adopted by the Board, which is evaluated annually. The charter of the Audit Committee is available on our website at aptiv.com by clicking on the tab “Investors”, then the heading “Governance” and then the caption “Governance Documents”. The Audit Committee selects, evaluates and, where deemed appropriate, replaces Aptiv’s independent registered public accounting firm. As part of the evaluation of the independent registered public accounting firm, the Audit Committee considers the quality and efficiency of the services provided by the independent registered public accounting firm, the independent registered public accounting firm’s global capabilities and independent registered public accounting firm’s technical expertise and knowledge of the Company’s global operations and industry. In connection with the mandated rotation of the independent registered public accounting firm’s lead engagement partner, the Audit Committee is directly involved in the selection of the new lead engagement partner. The Audit Committee also pre-approves all audit services, engagement fees and terms, and all permitted non-audit engagements, except as otherwise prohibited under applicable law. Management is responsible for Aptiv’s internal controls and the financial reporting process. Aptiv’s independent registered public accounting firm is responsible for performing an audit of Aptiv’s consolidated financial statements and the effectiveness of internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). The Audit Committee’s responsibility is to monitor and oversee these processes. In this context, the Audit Committee has reviewed Aptiv’s audited financial statements for the fiscal year ended December 31, 20212022 and has met and held discussions with management and Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm. Management represented to the Audit Committee that Aptiv’s consolidated financial statements for fiscal year 20212022 were prepared in accordance with accounting principles generally accepted in the United States of America. The discussions between the Audit Committee and EY included the matters required to be discussed by Rules on Auditing Standard No. 1301, Communications with Audit Committees, and Related and Transitional Amendments to PCAOB Standards. The Audit Committee received the written disclosures and letter from EY required by the applicable requirements of the PCAOB regarding EY’s communications with the Audit Committee concerning its independence, and the Audit Committee discussed with EY the accounting firm’s independence. Based upon the Audit Committee’s discussions with management and EY and the Audit Committee’s review of the representation of management and the report of EY to the Audit Committee, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in Aptiv’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2022, filed with the SEC. The Audit Committee also considered whether non-audit services provided by EY during 20212022 were compatible with maintaining their independence and concluded that such non-audit services did not affect their independence. Respectfully submitted, Nancy E. Cooper, Chair Joseph L. Hooley Robert K. Ortberg Colin J. Parris Ana G. Pinczuk
| | | APTIV PLC 63 | | 54INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES |
| | | 2022 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
| | Independent Registered Public Accounting Firm’s Fees |
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM’S FEES
The Audit Committee has a policy concerning the approval of audit and non-audit services to be provided by Aptiv’s independent registered public accounting firm. The policy requires that the Audit Committee pre-approve all audit services and all permitted non-audit services (including fees and terms thereof), except as otherwise prohibited pursuant to the Exchange Act. These services may include audit services, audit-related services, tax services and other services. For each proposed service, the Audit Committee reviews a description of the service and sufficient information to confirm the determination that the provision of such service will not impair the independent registered public accounting firm’s independence. The Chair of the Audit Committee is authorized to grant such pre-approvals in the event there is a need for such approvals prior to the next full Audit Committee meeting, provided all such pre-approvals are then reported to the full Audit Committee at its next scheduled meeting. During fiscal years 20212022 and 2020,2021, EY provided various audit, audit-related, tax and other services to Aptiv. The Audit Committee pre-approved all audit services, audit-related, tax and other services provided by EY in 20212022 and 2020.2021. The following table presents fees for professional services charged by EY by type and amount for fiscal years 20212022 and 2020:2021: | | ($ in thousands) | | 2021 | | | 2020 | | | 2022 | | | 2021 | | Audit fees(1) | | $ | 11,700 | | | $ | 12,700 | | | $ | 12,400 | | | $ | 11,700 | | Audit-related fees(2) | | | 1,000 | | | | 600 | | | | 1,700 | | | | 1,000 | | Total audit and audit related fees | | | 12,700 | | | | 13,300 | | | | 14,100 | | | | 12,700 | | Tax fees(3) | | | 2,400 | | | | 2,900 | | | | 3,600 | | | | 2,400 | | All other fees | | | — | | | | — | | | | — | | | | — | | Total fees | | $ | 15,100 | | | $ | 16,200 | | | $ | 17,700 | | | $ | 15,100 | |
| (1) | Audit Fees — Audit fees billed or to be billed are related to EY’s audit of our annual financial statements, including the audit of internal control over financial reporting, timely interim reviews of the quarterly financial statements, statutory or other required audit services, audit services performed in connection with registration statements and issuance of comfort letters and consents. |
| (2) | Audit-Related Fees — Audit-related services consist primarily of employee benefit plan audits, audit services not required by statute or regulation, ESG assurance related procedures, agreed-upon procedures required to comply with financial accounting or regulatory reporting matters, due diligence in connection with acquisitions and divestitures, and other attest services. |
| (3) | Tax Fees — Tax fees primarily represent fees for tax planning services and tax-related compliance. |
| | | 55APPOINTMENT OF AND PAYMENT TO AUDITORS | | APTIV PLC 64 |
| | | 2022 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
| | Appointment of and Payment to Auditors |
APPOINTMENT OF AND PAYMENT TO AUDITORS
(ResolutionRESOLUTION 11) The Audit Committee of our Board has appointed EY as our auditors. Shareholders are requested to reappoint EY as the Company’s auditors for the period ending with the Annual Meeting of the Company to be held in 2023.2024. Shareholders are also requested to authorize the directors to determine the fees to be paid to the auditors. Shareholders are also requested to ratify the appointment of EY as the Company’s independent registered public accounting firm for purposes of United States securities law reporting for the fiscal year ending December 31, 2022.2023. A representative of EY will be present at the Annual Meeting with the opportunity to make a statement if the firm desires and to respond to appropriate questions. The Board of Directors recommends a vote “FOR” the re-appointment of Ernst & Young LLP as our auditors, to ratify their appointment as our independent registered public accounting firm and to authorize the directors to determine the fees to be paid to the auditors.
| | |  | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RE-APPOINTMENT OF ERNST & YOUNG LLP AS OUR AUDITORS, TO RATIFY THEIR APPOINTMENT AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND TO AUTHORIZE THE DIRECTORS TO DETERMINE THE FEES TO BE PAID TO THE AUDITORS. |
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
| | |
| | Advisory Vote to Approve Executive Compensation |
(ResolutionRESOLUTION 12) As required by Section 14A of the Exchange Act, we are providing shareholders with the opportunity to cast an advisory, non-binding vote on the compensation of our named executive officers as disclosed in this Proxy Statement. Our executive compensation programs are designed to align executive and shareholder interests by reinforcing the long-term growth, value creation and sustainability of Aptiv and to ensure that the majority of compensation opportunities are a result of pay-for-performance. The Company is presenting Resolution 12 which gives shareholders the opportunity to approve or not approve our compensation program for NEOs by voting for or against the following resolution (a “say-on-pay” vote). While the vote on the resolution is advisory in nature and therefore will not bind us to take any particular action, the Board intends to carefully consider the shareholder vote resulting from the proposal in making future decisions regarding the Company’s compensation programs. “RESOLVED, that the Company’s shareholders approve, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the “Compensation Discussion and Analysis,” the compensation tables and narrative discussion.” The Board of Directors recommends a vote “FOR” approval of the compensation of the Company’s NEOs, as disclosed in this Proxy Statement, on an advisory, non-binding basis.
| | | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF THE COMPENSATION OF THE COMPANY’S NEOS, AS DISCLOSED IN THIS PROXY STATEMENT, ON AN ADVISORY, NON-BINDING BASIS. |
| | | APTIV PLC 65 | | 56OWNERSHIP OF CERTAIN BENEFICIAL OWNERS |
| | | 2022 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
| | Ownership of Certain Beneficial Owners |
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth in the table below is information about the number of ordinary shares held by persons (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act), we know to be the beneficial owners of more than five percent (5%)5% of Aptiv ordinary shares (based on 270,514,140270,949,579 ordinary shares outstanding at December 31, 2021)2022), based on information furnished by the identified persons to the SEC. The definition of beneficial ownership for proxy statement purposes includes shares over which a person has sole or shared voting power or dispositive power, whether or not a person has any economic interest in the shares. The definition also includes shares that a person has a right to acquire currently or within 60 days of March 2, 2022.2023. | | | | | | Name and Address of Beneficial Owner | | Number of Shares Beneficially Owned | | Percent of Class | | | | The Vanguard Group, Inc.(1) 100 Vanguard Blvd. Malvern, PA 19355 | | 28,476,912 | | 10.53% | | | | BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055 | | 21,665,064 | | 8.0% |
| | | | | | | | | Name and Address of Beneficial Owner | | Number of Shares Beneficially Owned | | | Percent of Class | | The Vanguard Group, Inc.(1) 100 Vanguard Blvd. Malvern, PA 19355 | | | 29,816,335 | | | | 11.0 | % | BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055 | | | 24,814,446 | | | | 9.1 | % |
| (1) | Represents ordinary shares beneficially owned by The Vanguard Group, Inc. This information is based on a Schedule 13G/A filed with the SEC February 9, 2022.2023. |
| (2) | Represents ordinary shares beneficially owned by BlackRock, Inc. and/or certain other non-reporting entities. This information is based on a Schedule 13G/A filed with the SEC on February 8, 2022.2023. |
| | | | SECURITY OWNERSHIP OF MANAGEMENT | | 66 |
| | | 57
| | APTIV PLC Security Ownership of Management |
| 2022 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
|
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of March 2, 20222023 concerning beneficial ownership of Aptiv ordinary shares by each director, nominee and each of the executive officers named in the Summary Compensation Table. The definition of beneficial ownership for proxy statement purposes includes shares over which a person has sole or shared voting power or dispositive power, whether or not a person has any economic interest in the shares. The definition also includes shares that a person has the right to acquire currently or within 60 days of March 2, 2022.2023. Except as otherwise indicated and subject to applicable community property laws, each owner has sole voting and dispositive power with respect to the securities listed. | | Name of Beneficial Owner | | Number of
Shares Owned | | | Number of
RSUs that
Vest within
60 Days | | | Total | | | Percent of
Class | | | Number of
Shares Owned | | | Number of
RSUs that
Vest within
60 Days | | | Total | | | Percent of
Class | | | Directors | | | | | | | | | | | | | | | | | | Richard L. Clemmer | | | 2,592 | | | | 1,842 | | | | 4,434 | | | | * | | | | 4,261 | | | | 2,893 | | | | 7,154 | | | | * | | | Nancy E. Cooper | | | 7,590 | | | | 1,210 | | | | 8,800 | | | | * | | | | 8,625 | | | | 1,910 | | | | 10,535 | | | | * | | | Nicholas M. Donofrio | | | 126,659 | | | | 1,946 | | | | 128,605 | | | | * | | | | Rajiv L. Gupta | | | 43,658 | | | | 2,169 | | | | 45,827 | | | | * | | | | Joseph L. Hooley | | | 4,223 | | | | 1,842 | | | | 6,065 | | | | * | | | | 5,871 | | | | 3,134 | | | | 9,005 | | | | * | | | Merit E. Janow | | | — | | | | 1,474 | | | | 1,474 | | | | * | | | | 1,261 | | | | 2,315 | | | | 3,576 | | | | * | | | Sean O. Mahoney | | | 16,029 | | | | 1,106 | | | | 17,135 | | | | * | | | | 16,975 | | | | 1,852 | | | | 18,827 | | | | * | | | Paul M. Meister | | | 6,035 | | | | 1,946 | | | | 7,981 | | | | * | | | | 7,794 | | | | 3,568 | | | | 11,362 | | | | * | | | Robert K. Ortberg | | | 6,454 | | | | 1,106 | | | | 7,560 | | | | * | | | | 7,400 | | | | 1,736 | | | | 9,136 | | | | * | | | Colin J. Parris | | | 7,837 | | | | 1,106 | | | | 8,943 | | | | * | | | | 8,850 | | | | 3,086 | | | | 11,936 | | | | * | | | Ana G. Pinczuk | | | 11,295 | | | | 1,842 | | | | 13,137 | | | | * | | | | 12,964 | | | | 2,893 | | | | 15,857 | | | | * | | | | | | Officers | | | | | | | | | | | | | | | | | | Kevin P. Clark | | | 694,312 | | | | — | | | | 694,312 | | | | * | | | | 605,475 | | | | — | | | | 605,475 | | | | * | | | Joseph R. Massaro | | | 86,338 | | | | — | | | | 86,338 | | | | * | | | | 108,278 | | | | — | | | | 108,278 | | | | * | | | Benjamin Lyon | | | | — | | | | — | | | | — | | | | * | | William T. Presley | | | 9,360 | | | | — | | | | 9,360 | | | | * | | | | 14,560 | | | | — | | | | 14,560 | | | | * | | | Katherine H. Ramundo | | | 5,262 | | | | — | | | | 5,262 | | | | * | | | | Mariya K. Trickett | | | 20,368 | | | | — | | | | 20,368 | | | | * | | | | | | | Sophia M. Velastegui | | | | 7,052 | | | | — | | | | 7,052 | | | | * | | Directors and Officers as a Group (19 Persons) | | | 1,091,151 | | | | 17,589 | | | | 1,108,740 | | | | | | 879,456 | | | | 23,387 | | | | 902,843 | | | | * | |
| | | APTIV PLC 67 | | 58RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |
| | | 2022 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
| | Relationships and Related Party Transactions |
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Board has adopted a written Related Party Transaction Policy. Pursuant to this policy, the Company’s executive officers, directors and nominees for director must promptly disclose any actual or potential material conflict of interest to our Chief Legal Officer, who will then assess and communicate the information to the Nominating and Governance Committee for evaluation and appropriate resolution. The Nominating and Governance Committee will generally not approve or ratify a related party transaction unless it has determined that, upon consideration of all relevant information, the related party transaction is in, or not inconsistent with, the best interests of the Company and its shareholders. If we become aware of an existing related party transaction that has not been pre-approved under our Related Party Transaction Policy, the transaction will be referred to the Nominating and Governance Committee, which will evaluate all options available, including ratification, revision or termination of such transaction. No related party transactions were identified during 2021.2022.
| | | 59OTHER INFORMATION | | APTIV PLC 68 |
| | | 2022 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
| | Other Information |
OTHER INFORMATION
Presentation of AccountsPRESENTATION OF ACCOUNTS
Under Jersey law, the directors are required to present the accounts of the Company and the reports of the auditors before shareholders at a general meeting. The accounts of the Company for the fiscal year ended December 31, 20212022 will be presented to the shareholders at the Annual Meeting. Other BusinessOTHER BUSINESS
Management is not aware of any other matters to be brought before the Annual Meeting, except those set forth in this Notice of Annual Meeting of Shareholders. If other business is properly presented for consideration at the Annual Meeting, the proxies will be voted by the persons named therein in accordance with their judgment on such matters. Shareholder Proposals for the 2023 Annual MeetingSHAREHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING
To be considered for inclusion in next year’s proxy statement, shareholder proposals submitted in accordance with the SEC’s rules must be received by our Corporate Secretary no later than the close of business on November 15, 2022,2023, 120 days before the one-year anniversary of the mailing date. If you wish to bring a matter before a general meeting outside the process described above, you may do so by following the procedures set forth in the Company’s Memorandum and Articles of Association and the Companies (Jersey) Law 1991, as amended. HouseholdingHOUSEHOLDING
Only one copy of each of our annual report to shareholders and this Proxy Statement have been sent to multiple shareholders who share the same address and last name, unless we have received contrary instructions from one or more of those shareholders. This procedure is referred to as “householding.” We have been notified that certain intermediaries (brokers or banks) will also household proxy materials. We will deliver promptly, upon oral or written request, separate copies of the annual report and proxy statement to any shareholder at the same address. If you wish to receive separate copies of one or both of these documents, or if you do not wish to participate in householding in the future, you may write to our Corporate Secretary at Aptiv PLC, 5 Hanover Quay, Grand Canal Dock, Dublin 2, Ireland D02 VY79, or call (248) 813-3005. You may contact your broker or bank to make a similar request. Shareholders shar- ingsharing an address who now receive multiple copies of our annual report and proxy statement may request delivery of a single copy of each document by writing or calling us at the address or telephone number above or by contacting their broker or bank (provided the broker or bank has determined to household proxy materials).
Record DateRECORD DATE
Shareholders owning Aptiv ordinary shares at the close of business on March 2, 20222023 (the record date) may vote at the 20222023 Annual Meeting. On that date, 270,915,354271,046,939 ordinary shares were outstanding. Each Ordinary Shareordinary share is entitled to one vote on each matter to be voted upon at the Annual Meeting. Voting prior to the Annual MeetingVOTING PRIOR TO THE ANNUAL MEETING
If you are a shareholder of record, you may vote by proxy in any of the following ways: By Internet or Telephone - If you have Internet or telephone access, you may authorize the submission of a proxy on your behalf by following the voting instructions in the materials you receive. If you vote by Internet or telephone, you should not return your proxy card.
By Mail - You may vote by mail by completing, dating and signing your proxy card and mailing it in the envelope provided. You must sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as officer of a corporation, guardian, executor, trustee or custodian), you must indicate your name and title or capacity. If you vote over the Internet or by telephone, your vote must be received by 4:00 a.m., Eastern Time, on April 25, 2022.24, 2023. If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the beneficial owner of shares held in “street name.” The street name holder will provide you with instructions that you must follow in order to have your shares voted. Changing Your Vote before the Annual MeetingCHANGING YOUR VOTE BEFORE THE ANNUAL MEETING
If you are a shareholder of record, you may revoke your proxy before it is exercised by: | • | | Written notice to the Corporate Secretary at Aptiv PLC, 5 Hanover Quay, Grand Canal Dock, Dublin 2, Ireland D02 VY79;
| 2022 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
|
Other Information (continued)
| • | | Timely delivery of a valid, later-dated proxy or later-dated vote by Internet or telephone; or |
Timely delivery of a valid, later-dated proxy or later-dated vote by Internet or telephone; or
Voting in person at the Annual Meeting.
| • | | Voting in person at the Annual Meeting. |
If you are a beneficial owner of shares held in street name, you may submit new voting instructions by contacting your brokerage firm, bank or other holder of record. Voting at the Annual MeetingVOTING AT THE ANNUAL MEETING
If you are a shareholder of record, you may also vote in person at the Annual Meeting or you may be represented by another person at the Annual Meeting by executing a proxy designating that person. If you hold your shares in street name and you wish to vote in person at the Annual Meeting, you must obtain a legal proxy issued in your name from the street name holder. Quorum for the Annual MeetingQUORUM FOR THE ANNUAL MEETING
A quorum will consist of one or more shareholders present online or by proxy who hold or represent shares of not less than a majority of the total voting rights of all of the shareholders entitled to vote at the Annual Meeting. Voting TabulationVOTING TABULATION
To be approved, Resolutions 1 to 11 require a simple majority of the votes cast at the Annual Meeting in favor of each Resolution, assuming a quorum has been met. If a director does not receive a majority of the votes cast 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. The vote on Resolution 12 is advisory and is not binding on our Board or the Company. Abstentions and broker non-votes are counted for the purpose of determining a quorum, but are not counted as votes cast. Broker Non-VotesBROKER NON-VOTES
A broker non-vote occurs when the broker that holds your shares in street name is not entitled to vote on a matter without instruction from you and you do not give any instruction. Unless instructed otherwise by you, brokers will not have discretionary authority to vote on any matter other than Resolution 11 (Appointment of and Payment to Auditors), which is considered to be “routine” for these purposes. It is important that you cast your vote for your shares to be represented on all matters. Attending the Annual MeetingATTENDING THE ANNUAL MEETING
If you plan to attend the Annual Meeting, you must present proof that you own Aptiv shares to be admitted.
Record Shareholders. If you are a record shareholder (a person who owns shares registered directly in his or her name with Computershare, Aptiv’s transfer agent) and plan to attend the Annual Meeting, please indicate this when voting, either by marking the attendance box on the proxy card or responding affirmatively when prompted during telephone or Internet voting. Owners of Shares Held in Street Name. Beneficial owners of Aptiv ordinary shares held in street name by a broker, bank or other nominee will need proof of ownership to be admitted to the Annual Meeting. A recent brokerage statement or letters from the broker, bank or other nominee are examples of proof of ownership. If your shares are held in street name and you want to vote in person at the Annual Meeting, you must obtain a written proxy from the broker, bank or other nominee holding your shares. Accessing Proxy Materials on the InternetACCESSING PROXY MATERIALS ON THE INTERNET
This Proxy Statement and our 20212022 Annual Report on Form 10-K are available at aptiv.com. If you received a printed copy of our proxy materials, you may choose to receive future proxy materials by email. Choosing to receive your future proxy materials by email will lower our costs of delivery and is beneficial for the environment. If you choose to receive our future proxy materials by email, you will receive an email next year with instructions containing a link to view those proxy materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it or for so long as the email address provided by you is valid. Notice and AccessNOTICE AND ACCESS
The SEC permits companies to furnish proxy materials to shareholders by providing access to these documents over the Internet instead of mailing a printed copy. Accordingly, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to shareholders. Shareholders have the ability to access, view and print the proxy materials on a website referred to in the Notice and request a printed set of proxy materials. Proxy SolicitationPROXY SOLICITATION
We will pay the cost for soliciting proxies for the Annual Meeting. Aptiv will distribute proxy materials and follow-up
| 2022 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
|
Other Information (continued)
reminders by mail and electronic means. We have engaged Morrow Sodali LLC (“Morrow Sodali”) at 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902 to assist with the solicitation of proxies. We will pay Morrow an aggregate fee, including reasonable out-of-pocket expenses, of $12,000, depending on the level of services actually provided. Certain Aptiv employees, officers and directors may also solicit proxies by mail, telephone or personal visits but they will not receive any additional compensation for their services. We will also reimburse brokers, banks and other nominees for their expenses in forwarding proxy materials to beneficial owners. Corporate Governance InformationCORPORATE GOVERNANCE INFORMATION
The following documents are available on our website at aptiv.com by clicking on the tab “Investors”, then the heading “Governance” and then the caption “Governance Documents”: Board Committee Charters;
Memorandum and Articles of Association;
Corporate Governance Guidelines;
Insider Trading Policy; and
Regulation FD Policy.
| • | | Board Committee Charters; |
| • | | Memorandum and Articles of Association; |
| • | | Corporate Governance Guidelines; |
| • | | Insider Trading Policy; and |
The Code of Ethical Business Conduct is also available on our website at aptiv.com by clicking on the tab “Investors”, then the heading “Governance” and then the caption “Code of Conduct”. Voting Results for the Annual Meeting
VOTING RESULTS FOR THE ANNUAL MEETING The voting results will be published in a current report on Form 8-K, which will be filed with the SEC no later than four business days after the Annual Meeting. The voting results will also be published on our website at aptiv.com. Shareholders owning Aptiv’s ordinary shares will not have any dissenters’ rights of appraisal in connection with any of the matters to be voted on at the meeting. Requests for Copies of Annual ReportREQUESTS FOR COPIES OF ANNUAL REPORT
Aptiv will furnish to shareholders, without charge, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2022, as filed with the SEC, upon receipt of a written request addressed to our Corporate Secretary at Aptiv PLC, 5 Hanover Quay, Grand Canal Dock, Dublin 2, Ireland D02 VY79. | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON APRIL 26, 2023 The SEC has adopted rules to allow proxy materials to be posted on the Internet and to provide only a Notice of Internet Availability of Proxy Materials to shareholders. Our Proxy Materials and Annual Report are available at www.proxyvote.com |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on April 27, 2022
The SEC has adopted rules to allow proxy materials to be posted on the Internet and to provide only a Notice of Internet Availability of Proxy Materials to shareholders. Our Proxy Materials and Annual Report are available at www.proxyvote.com
| | | 2022 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
| | Appendix A |
ADJUSTED NET INCOME AND ADJUSTED NET INCOME PER SHARE APPENDIX A
Adjusted Net Income and Adjusted Net Income per Share
| | | | Year Ended December 31, | | | Year Ended December 31, | | | (in millions, except per share amounts) | | 2021 | | 2020 | | 2019 | | | 2022 | | 2021 | | 2020 | | Net income attributable to ordinary shareholders | | $ | 527 | | | $ | 1,769 | | | $ | 990 | | | $ | 531 | | | $ | 527 | | | $ | 1,769 | | Mandatory convertible preferred share dividends | | | 63 | | | 35 | | | | — | | | | 63 | | | 63 | | | 35 | | Net income attributable to Aptiv | | | 590 | | | 1,804 | | | 990 | | | | 594 | | | 590 | | | 1,804 | | Adjusting items: | | | | | | | | | | | | | Amortization | | | | 149 | | | 148 | | | 144 | | Restructuring | | | 24 | | | 136 | | | 148 | | | | 85 | | | 24 | | | 136 | | Other acquisition and portfolio project costs | | | 15 | | | 23 | | | 71 | | | | 26 | | | 15 | | | 23 | | Asset impairments | | | 2 | | | 10 | | | 11 | | | | 8 | | | 2 | | | 10 | | Other charges related to Ukraine/Russia conflict (a) | | | | 29 | | | | — | | | | — | | Costs associated with acquisitions and other transactions | | | | 61 | | | | — | | | | — | | Deferred compensation related to acquisitions | | | — | | | 14 | | | 42 | | | | — | | | | — | | | 14 | | Gain on business divestitures and other transactions | | | — | | | (1,434 | ) | | | — | | | | — | | | | — | | | (1,434 | ) | Debt modification costs | | | 1 | | | 4 | | | | — | | | | — | | | 1 | | | 4 | | Debt extinguishment costs | | | 126 | | | | — | | | 6 | | | | — | | | 126 | | | | — | | Transaction and related costs associated with acquisitions | | | — | | | | — | | | 5 | | | Gain on changes in fair value of equity investments without readily determinable fair value | | | (9 | ) | | (10 | ) | | (19) | | | Tax impact of adjusting items(a) | | | (10 | ) | | (22 | ) | | (18) | | | Loss on change in fair value of publicly traded equity securities | | | | 52 | | | | — | | | | — | | Gain on change in fair value of equity investments without readily determinable fair value | | | | — | | | (9 | ) | | (10 | ) | Tax impact of adjusting items (b) | | | | (37 | ) | | (29 | ) | | (45 | ) | Adjusted net income attributable to Aptiv | | $ | 739 | | | $ | 525 | | | $ | 1,236 | | | $ | 967 | | | $ | 868 | | | $ | 646 | | Adjusted weighted average number of diluted shares outstanding(b) | | | 283.59 | | | 270.70 | | | 257.39 | | | Diluted net income per share attributable to Aptiv | | $ | 1.94 | | | $ | 6.66 | | | $ | 3.85 | | | Adjusted weighted average number of diluted shares outstanding (c) | | | | 283.55 | | | 283.59 | | | 270.70 | | Diluted net income per share attributable to ordinary shareholders | | | $ | 1.96 | | | $ | 1.94 | | | $ | 6.66 | | Adjusted net income per share | | $ | 2.61 | | | $ | 1.94 | | | $ | 4.80 | | | $ | 3.41 | | | $ | 3.06 | | | $ | 2.39 | |
| (a) | Adjustment is reduced by the portion of charges attributable to noncontrolling interest for our majority owned Russian subsidiary. |
| (b) | Represents the income tax impacts of the adjustments made for amortization, restructuring and other special items by calculating the income tax impact of these items using the appropriate tax rate for the jurisdiction where the charges were incurred. |
(b)(c) | In June 2020, the Company issued $1,150 million in aggregate liquidation preference of 5.50% Mandatory Convertible Preferred Shares (the “MCPS”) and received proceeds of $1,115 million, after deducting expenses and the underwriters’ discount of $35 million. Dividends on the MCPS are payable on a cumulative basis at an annual rate of 5.50% on the liquidation preference of $100 per share. Unless earlier converted, each share of MCPS will automatically convert on June 15, 2023 into between 1.0754 and 1.3173 shares of Aptiv’s ordinary shares, subject to further anti-dilution adjustments. For purposes of calculating Adjusted Net Income Per Share, the Company has excluded the anticipated MCPS cash dividends and assumed the “if-converted” method of share dilution (the incremental ordinary shares deemed outstanding applying the “if-converted” method of calculating share dilution are referred to as the “Weighted average MCPS Converted Shares” in the following table). The Adjusted Weighted Average Number of Diluted Shares Outstanding calculated below, assumes the conversion of all 11.5 million MCPS and issuance of the underlying ordinary shares applying the “if-converted” method (method already applied for U.S. GAAP purposes of calculating the weighted average number of diluted shares outstanding for the year ended December 31, 2020) on a weighted average outstanding basis for all periods subsequent to issuance of the MCPS. We believe that using the “if-converted” method provides additional insight to investors on the potential impact of the MCPS once they are converted into ordinary shares no later than June 15, 2023. |
Adjusted Weighted Average Number of Diluted Shares Outstanding: Adjusted | Weighted Average Number of Diluted Shares Outstanding:
|
| | | | Year Ended December 31, | | | Year Ended December 31, | | (in millions) | | 2021 | | | 2020 | | | 2019 | | | 2022 | | | 2021 | | | 2020 | | Weighted average number of diluted shares outstanding | | | 271.22 | | | | 270.70 | | | | 257.39 | | | | 271.18 | | | | 271.22 | | | | 270.70 | | Weighted average MCPS Converted Shares | | | 12.37 | | | | — | | | | — | | | | 12.37 | | | | 12.37 | | | | — | | Adjusted weighted average number of diluted shares outstanding | | | 283.59 | | | | 270.70 | | | | 257.39 | | | | 283.55 | | | | 283.59 | | | | 270.70 | |
| 2022 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
APPENDIX A |
Appendix A (continued)CASH FLOW BEFORE FINANCING
| | | | | | | | | | | | | | | | Year Ended December 31, | | | | | | (in millions) | | 2022 | | | 2021 | | | 2020 | | Cash flows from operating activities: | | | | | | | | | | | | | Net income | | $ | 590 | | | $ | 609 | | | $ | 1,822 | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | | | Depreciation and amortization | | | 762 | | | | 773 | | | | 764 | | Restructuring expense, net of cash paid | | | 18 | | | | (56 | ) | | | (15 | ) | Working capital | | | (618 | ) | | | (408 | ) | | | (65 | ) | Pension contributions | | | (24 | ) | | | (28 | ) | | | (33 | ) | Gain on autonomous driving joint venture | | | — | | | | — | | | | (1,434 | ) | Other, net | | | 535 | | | | 332 | | | | 374 | | Net cash provided by operating activities | | | 1,263 | | | | 1,222 | | | | 1,413 | | Cash flows from investing activities: | | | | | | | | | | | | | Capital expenditures | | | (844 | ) | | | (611 | ) | | | (584 | ) | Cost of business acquisitions and other transactions, net of cash acquired | | | (4,310 | ) | | | (130 | ) | | | (49 | ) | Proceeds from sale of technology investments | | | 3 | | | | 22 | | | | — | | Cost of technology investments | | | (42 | ) | | | (2 | ) | | | (2 | ) | Settlement of derivatives | | | 7 | | | | (17 | ) | | | (1 | ) | Other, net | | | 4 | | | | 9 | | | | 10 | | Net cash used in investing activities | | | (5,182 | ) | | | (729 | ) | | | (626 | ) | Adjusting items: | | | | | | | | | | | | | Adjustment for the cost of business acquisitions and other transactions, net of cash acquired | | | 4,310 | | | | 130 | | | | 49 | | Adjustment for cost of significant technology investments | | | 40 | | | | — | | | | — | | Cash flow before financing | | $ | 431 | | | $ | 623 | | | $ | 836 | |
ADJUSTED EBITDA | | | | | | | | | | | | | | | | Year Ended December 31, | | | | | | (in millions) | | 2022 | | | 2021 | | | 2020 | | Net income attributable to Aptiv | | $ | 594 | | | $ | 590 | | | $ | 1,804 | | Interest expense | | | 219 | | | | 150 | | | | 164 | | Income tax expense | | | 121 | | | | 101 | | | | 49 | | Net (loss) income attributable to noncontrolling interest | | | (3 | ) | | | 19 | | | | 18 | | Net loss attributable to redeemable noncontrolling interest | | | (1 | ) | | | — | | | | — | | Depreciation and amortization | | | 762 | | | | 773 | | | | 764 | | EBITDA | | $ | 1,692 | | | $ | 1,633 | | | $ | 2,799 | | Other expense, net | | | 54 | | | | 129 | | | | — | | Equity loss, net of tax | | | 279 | | | | 200 | | | | 83 | | Restructuring | | | 85 | | | | 24 | | | | 136 | | Other acquisition and portfolio project costs | | | 26 | | | | 15 | | | | 23 | | Other charges related to Ukraine/Russia conflict | | | 54 | | | | — | | | | — | | Deferred compensation related to acquisitions | | | — | | | | — | | | | 14 | | Gain on business divestitures and other transactions | | | — | | | | — | | | | (1,434 | ) | Adjusted EBITDA | | $ | 2,190 | | | $ | 2,001 | | | $ | 1,621 | |
Cash Flow Before Financing
| | | | | | | | | | | | | | | | Year Ended December 31, | | | (in millions) | | 2021 | | | 2020 | | | 2019 | | | | | | | Cash flows from operating activities: | | | | | | | | | | | | | | | | | Net income | | $ | 609 | | | $ | 1,822 | | | $ | 1,009 | | | | | | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | | | | | | | Depreciation and amortization | | | 773 | | | | 764 | | | | 717 | | | | | | Restructuring expense, net of cash paid | | | (56 | ) | | | (15 | ) | | | 29 | | | | | | Working capital | | | (408 | ) | | | (65 | ) | | | 67 | | | | | | Pension contributions | | | (28 | ) | | | (33 | ) | | | (38) | | | | | | Gain on autonomous driving joint venture | | | — | | | | (1,434 | ) | | | — | | | | | | Other, net | | | 332 | | | | 374 | | | | (160) | | Net cash provided by operating activities | | | 1,222 | | | | 1,413 | | | | 1,624 | | | | | | | Cash flows from investing activities: | | | | | | | | | | | | | | | | | Capital expenditures | | | (611 | ) | | | (584 | ) | | | (781) | | | | | | Cost of business acquisitions and other transactions, net of cash acquired | | | (130 | ) | | | (49 | ) | | | (334) | | | | | | Proceeds from sale of technology investments | | | 22 | | | | — | | | | — | | | | | | Cost of technology investments | | | (2 | ) | | | (2 | ) | | | (10) | | | | | | Settlement of derivatives | | | (17 | ) | | | (1 | ) | | | — | | Other, net | | | 9 | | | | 10 | | | | 14 | | Net cash used in investing activities | | | (729 | ) | | | (626 | ) | | | (1,111) | | | | | | | Adjusting items: | | | | | | | | | | | | | | | | | Adjustment for the cost of business acquisitions and other transactions, net of cash acquired | | | 130 | | | | 49 | | | | 334 | | Cash flow before financing | | $ | 623 | | | $ | 836 | | | $ | 847 | |
Adjusted EBITDA
| | | | | | | | | | | | | | | | Year Ended December 31, | | | (in millions) | | 2021 | | | 2020 | | | 2019 | | | | | | | Net income attributable to Aptiv | | $ | 590 | | | $ | 1,804 | | | $ | 990 | | | | | | Interest expense | | | 150 | | | | 164 | | | | 164 | | | | | | Income tax expense | | | 101 | | | | 49 | | | | 132 | | | | | | Net income attributable to noncontrolling interest | | | 19 | | | | 18 | | | | 19 | | | | | | Depreciation and amortization | | | 773 | | | | 764 | | | | 717 | | | | | | | EBITDA | | $ | 1,633 | | | $ | 2,799 | | | $ | 2,022 | | | | | | Other expense (income), net | | | 129 | | | | — | | | | (14) | | | | | | Equity loss (income), net of tax | | | 200 | | | | 83 | | | | (15) | | | | | | Restructuring | | | 24 | | | | 136 | | | | 148 | | | | | | Other acquisition and portfolio project costs | | | 15 | | | | 23 | | | | 71 | | | | | | Deferred compensation related to acquisitions | | | — | | | | 14 | | | | 42 | | | | | | Gain on business divestitures and other transactions | | | — | | | | (1,434 | ) | | | — | | | | | | | Adjusted EBITDA | | $ | 2,001 | | | $ | 1,621 | | | $ | 2,254 | |
| | | | | | | | | APTIV PLC | | A-2APTIV PLC 5 HANOVER QUAY, GRAND CANAL DOCK DUBLIN 2, IRELAND D02 VY79 | | | | 
VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until April 24, 2023 at 4:00 AM Eastern Time. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | | | | | | | | | VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until April 24, 2023 at 4:00 AM Eastern Time. Have your proxy card in hand when you call and then follow the instructions. | | | | | | | | | | | | | | | | VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | | | | | | | | | |
APTIV PLC 5 HANOVER QUAY, GRAND CANAL DOCK DUBLIN 2, IRELAND D02 VY79SCAN TO VIEW MATERIALS & VOTEVOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until April 25, 2022 at 4:00 AM Eastern Time. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until April 25, 2022 at 4:00 AM Eastern Time. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:D70497-P69587KEEP
D97386-P86886 KEEP THIS PORTION FOR YOUR RECORDSTHISRECORDS | | — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — |
DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYAPTIV PLC APTIV PLC The Board of Directors recommends you vote FOR the following: 1. Election of DirectorsNominees:1a. Kevin P. Clark1b. Richard L. Clemmer1c. Nancy E. Cooper1d. Joseph L. Hooley1e. Merit E. Janow1f. Sean O. Mahoney1g. Paul M. Meister1h. Robert K. Ortberg1i. Colin J. Parris 1j. Ana G. Pinczuk Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name byauthorized officer. Signature [PLEASE SIGN WITHIN BOX] Date The Board of Directors recommends you vote FOR proposals 2 and 3.For AgainstAbstain2. Proposal to re-appoint auditors, ratify independent public accounting firm and authorize the directors to determine the fees paid to the auditors.3. Say-on-Pay - To approve, by advisory vote, executive compensation. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | APTIV PLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR thefollowing: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1. | | Election of Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nominees: | | For | | Against | | Abstain | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1a. | | Kevin P. Clark | | ☐ | | ☐ | | ☐ | | | | The Board of Directors recommends you vote FOR proposals 2 and 3. | | For | | Against | | Abstain | | | | | | | 1b. | | Richard L. Clemmer | | ☐ | | ☐ | | ☐ | | | | 2. | | Proposal to re-appoint auditors, ratify independent public accounting firm and authorize the directors to determine the fees paid to the auditors. | | ☐ | | ☐ | | ☐ | | | | | | | 1c. | | Nancy E. Cooper | | | | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1d. | | Joseph L. Hooley | | ☐ | | ☐ | | ☐ | | | | 3. | | Say-on-Pay - To approve, by advisory vote, executive compensation. | | ☐ | | ☐ | | ☐ | | | | | | | 1e. | | Merit E. Janow | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | 1f. | | Sean O. Mahoney | | ☐ | | ☐ | | ☐ | | | | NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | | | | | | | | | | | | | 1g. | | Paul M. Meister | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | 1h. | | Robert K. Ortberg | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | 1i. | | Colin J. Parris | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | 1j. | | Ana G. Pinczuk | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | | | | | | | | | Signature (Joint Owners) | | | | Date | | | | | | | | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Materials are available at www.proxyvote.com. D70498-P69587APTIV | — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — D97387-P86886 |
APTIV PLC Annual Meeting of Shareholders April 27, 202226, 2023 9:00 AM Local Time This proxy is solicited by the Board of Directors Katherine H. Ramundo, with the power of substitution, is hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Aptiv PLC to be held on April 27, 202226, 2023 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR all nominees, and FOR Proposals 2 and 3. (Items (Items to be voted appear on reverse side.) Continued and to be signed on reverse side |
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