Aptiv PLC
For the period ended Apr 23, 2025. Filed Mar 10, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 23, 2025 · Filed Mar 10, 2025
Contents
2024 Compensation Program Overview
We regularly undertake a comprehensive review of our business plan to identify strategic initiatives that should be linked to executive compensation. We also assess the level of risk in our Company-wide compensation programs to ensure that they do not encourage risk-taking that could be reasonably likely to have a material adverse effect on Aptiv.
The following table outlines the primary elements of executive compensation for the NEOs for 2024 and indicates how these elements relate to our key strategic objectives:
| Element | Key Features | Relationship to Strategic Objectives |
|---|---|---|
| Annual Base Salary | •Commensurate with job responsibilities, individual performance, capabilities, market competitiveness and talent market dynamics•Reviewed on an annual basis | •Attract and retain key executives by providing market-competitive fixed compensation |
| Annual Incentive PlanAwards | •Compensation Committee approves an incentive design for the annual performance period to include financial, operational and strategic metrics with 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 corporate objectives•Align executive and shareholder interests•Motivate the pursuit of specific business goals that drive long-term value creation•Drive our current and future platforms and Aptiv’s sustainability commitments through strategic goals•Attract, retain and motivate key executives with market-competitive incentive compensation opportunities |
| Long-Term Incentive PlanAwards | •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 and relative TSR targets•Time-based RSU awards (40% of LTI) vest over time, generally three years | •Pay-for-performance and encourages accountability by rewarding achievement of corporate objectives•Align executive and shareholder interests•Attract, retain and motivate key executives with market-competitive incentive compensation opportunities•Utilize multi-year vesting period 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 key executives with market-competitive wealth accumulation opportunities |
34 COMPENSATION DISCUSSION AND ANALYSIS
2024 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 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.
- The mix of annual target direct compensation for our CEO and the average for our other NEOs in 2024 is shown above.
COMPENSATION DISCUSSION AND ANALYSIS 35
| 2024 NEO Target Total Direct Compensation OpportunitiesThe following table depicts 2024 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 “2024 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 “2024 Summary Compensation Table” under the rules of the SEC. As such, this table should not be viewed as a substitute for the “2024 Summary Compensation Table”. | ||||
|---|---|---|---|---|
| Name | Annual BaseSalary ($) | Annual IncentiveTarget Award ($)(1) | Long-Term IncentivePlan TargetAnnual Award ($) | Target Total DirectCompensation($)(2) |
| Kevin P. ClarkChair and Chief Executive Officer | 1,462,272 | 2,193,408 | 13,500,000 | 17,155,680 |
| Varun LaroyiaExecutive Vice President and Chief Financial Officer | 850,000 | 850,000 | 4,050,000 | 5,750,000 |
| Joseph R. MassaroVice Chairman, Engineered Components Group and Former Chief Financial Officer | 1,275,000 | 1,721,250 | 6,250,000 | 9,246,250 |
| Javed A. KhanPresident, Software and Advanced Safety and User Experience | 900,000 | 1,215,000 | 4,100,000 | 6,215,000 |
| Joseph T. LiotineExecutive Vice President, Electrical Distribution Systems | 900,000 | 1,125,000 | 4,300,000 | 6,325,000 |
| Obed D. LouissaintExecutive Vice President and Chief People Officer | 750,000 | 750,000 | 3,400,000 | 4,900,000 |
| (1)Messrs. Laroyia and Liotine were each eligible for a prorated 2024 annual incentive award based on their respective hire dates; however, the amount shown above for each executive is the full-year annual incentive target. Mr. Khan was eligible for his full 2024 annual incentive award.(2)This table does not reflect the value of new hire awards for Messrs. Laroyia, Khan and Liotine, which are discussed below. | ||||
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