Aptiv PLC
For the period ended Apr 24, 2024. Filed Mar 11, 2024.
View on SEC.govAbout this filing
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 24, 2024 · Filed Mar 11, 2024
Contents
2023 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 imprudent risk-taking.
The following table outlines the primary elements of executive compensation for the NEOs for 2023 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, experience, market competitiveness and talent market dynamics • Reviewed on an annual basis for market competitiveness and individual performance | • Attract and retain key executives by providing market-competitive fixed compensation |
| Annual Incentive Plan Awards | • Compensation Committee approves an incentive design for each performance period based on selected financial, operational and strategic metrics • Each executive is granted a target award opportunity based upon job responsibilities, individual performance, experience, 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 Plan Awards | • Target award granted commensurate with job responsibilities, individual performance, experience, market competitiveness and talent market dynamics • Grant RSU awards, 60% of which are earned based upon achievement of Company performance goals, including multi-year financial and relative TSR targets, and 40% of which vest over time | • 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 |
| 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 compensation opportunities that foster long-term savings opportunities |
| 38 | COMPENSATION DISCUSSION AND ANALYSIS |
Additional, non-primary elements of executive compensation, such as payments related to life insurance, tax preparation, expatriate assignments or relocation, may be provided to NEOs from time to time. Any of these elements that were provided to NEOs in 2023 are reflected in the “All Other Compensation” column of the “2023 Summary Compensation Table”.
2023 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 payouts of our annual incentive awards and the performance-based components of our long-term incentive awards are dependent on the achievement of specified performance goals. All our RSU awards, both time-based and performance-based, are aligned with Company performance, as the final value realized is based on the Company’s share price.
| * | The mix of annual target direct compensation for our CEO and the average for our other NEOs in 2023 is shown above. |
|---|
| COMPENSATION DISCUSSION AND ANALYSIS | 39 |
| 2023 NEO Target Total Direct Compensation Opportunities The following table depicts 2023 target annual 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 thoserequired for purposes of the “2023 Summary Compensation Table” under applicable SEC rules. Further, this table does not includeinformation regarding changes in pension value and in non-qualified deferred compensation earnings, information regarding all othercompensation or certain additional footnote disclosure, each as required to be presented in the “2023 Summary Compensation Table”under the rules of the SEC. As such, this table should not be viewed as a substitute for the “2023 Summary Compensation Table”. | ||||
|---|---|---|---|---|
| Name | Base Salary ($)(1) | Annual IncentiveTarget Award ($) | Long-Term Incentive Plan Target Annual Award ($) | Total Direct Compensation ($)(2) |
| Kevin P. Clark Chairman and Chief Executive Officer | $1,462,272 | $2,193,408 | $13,000,000 | $16,655,680 |
| Joseph R. Massaro Chief Financial Officer and Senior Vice President, Business Operations | 1,275,000 | 1,593,750 | 5,750,000 | 8,618,750 |
| William T. Presley Senior Vice President and Chief Operating Officer, and President, Signal & Power Solutions | 900,000 | 900,000 | 3,500,000 | 5,300,000 |
| Obed D. Louissaint Senior Vice President and Chief People Officer | 750,000 | 750,000 | 3,000,000 | 4,500,000 |
| Benjamin Lyon Senior Vice President and Chief Technology Officer | 800,000 | 800,000 | 2,900,000 | 4,500,000 |
| Katherine H. Ramundo Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary | 775,000 | 775,000 | 2,300,000 | 3,850,000 |
| (1) Reflects base salary rates as of April 1, 2023. (2) This table does not reflect the value of new hire awards for Messrs. Louissaint and Lyon, and a special award for Ms. Ramundo, which are discussed below. | ||||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.