Aptiv PLC
For the period ended Apr 29, 2026. Filed Mar 16, 2026.
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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 29, 2026 · Filed Mar 16, 2026
Contents
2025 Compensation Program Overview
Each year, we perform 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 excessive 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 2025 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•Annual review | •Attract and retain 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 pre-established goals and objectives•Target award opportunity based upon job responsibilities, market competitiveness and talent market dynamics•Payouts can range from 0% to 200% of target and are determined by achievement of pre-established financial goals and strategic objectives | •Pay-for-performance and encourages accountability by rewarding achievement of annual financial, operational and strategic objectives•Align executive and shareholder interests•Drive our current and future platforms and Aptiv’s sustainability, talent and operational commitments through strategic goals•Attract, retain and motivate executives with market-competitive incentive compensation opportunities |
| Long-Term Incentive 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 targets and relative TSR•Time-based RSU awards (40% of LTI) vest over time, generally three years | •Drive pay-for-performance and encourages accountability by rewarding achievement of long-term objectives•Align executive and shareholder interests•Attract, retain and motivate executives with market-competitive incentive compensation opportunities•Utilize multi-year vesting and performance periods and multiple metrics aligned to long-term shareholder value creation, including stock price performance, providing a multi-dimensional assessment of performance |
| Retirement Programs | •Qualified defined contribution plan available to all U.S. salaried employees, including NEOs•Non-qualified defined contribution plan available to eligible U.S. employees, including NEOs, that allows for contributions that exceed statutory limits under our qualified defined contribution plan | •Attract and retain executives with market-competitive wealth accumulation opportunities |
COMPENSATION DISCUSSION AND ANALYSIS 35
2025 TARGET ANNUAL TOTAL DIRECT COMPENSATION MIX FOR CEO AND OTHER NEOs Base salary and annual and long-term incentive award opportunities (all as more fully described above and below) are the elements of our NEOs’ total direct compensation. A majority of each NEO’s total direct compensation opportunity is comprised of performance-based (“at-risk”) pay, in line with the Company’s compensation philosophy.
36 COMPENSATION DISCUSSION AND ANALYSIS
| 2025 NEO Target Total Direct Compensation OpportunitiesThe following table depicts 2025 annual target total direct compensation opportunities for the NEOs. This table reflects base salary, plus annual and long-term incentive plan target award values, and therefore uses different valuation methodologies from those required for purposes of the “2025 Summary Compensation Table” under applicable SEC rules. Further, this table does not include information regarding changes in non-qualified deferred compensation earnings, information regarding all other compensation or certain additional footnote disclosure, each as required to be presented in the “2025 Summary Compensation Table” under the rules of the SEC. As such, this table should not be viewed as a substitute for the “2025 Summary Compensation Table”. | ||||
|---|---|---|---|---|
| Name | Annual BaseSalary ($) | Annual IncentiveTarget Award ($) | Long-Term IncentivePlan TargetAnnual Award ($) | Target Total DirectCompensation($) |
| Kevin P. ClarkChair and CEO | 1,462,272 | 2,193,408 | 14,500,000 | 18,155,680 |
| Varun LaroyiaExecutive Vice President and CFO | 850,000 | 850,000 | 4,050,000 | 5,750,000 |
| Javed A. KhanExecutive Vice President and President, Software and AS&UX | 900,000 | 1,215,000 | 4,100,000 | 6,215,000 |
| Joseph T. LiotineExecutive Vice President and President, EDS | 900,000 | 1,125,000 | 4,300,000 | 6,325,000 |
| Joseph R. MassaroVice Chair and President, ECG | 1,305,000 | 1,761,750 | 6,250,000 | 9,316,750 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.