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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to §240.14a-12 | |
Aptiv PLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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Table of Contents
|
2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
To our Shareholders:
I am pleased to invite you to Aptiv PLC’s Annual General Meeting of Shareholders to be held on Thursday, April 23, 2020, at 8:30 a.m. local time, at the Company’s headquarters in Dublin, Ireland.
The following Notice of Annual General Meeting of Shareholders and Proxy Statement describes the business that will be conducted at the Annual Meeting. You can find financial and other information about Aptiv in the accompanying Form 10-K for the fiscal year ended December 31, 2019. These materials are also available on our website, aptiv.com.
Aptiv is a global technology company that develops safer, greener and more connected solutions enabling the future of mobility. We see a future with zero vehicle-related injuries or fatalities, and as a result, we are a leading developer of active safety technologies that have the potential to meaningfully save lives. Our broad range of high-voltage solutions contribute to the development and adoption of increased vehicle electrification, which reduces CO2 emissions and increases fuel economy. Our software enables seamless connectivity between vehicles, their passengers and the environments in which they operate. In short, Aptiv’s success emanates from a strong, sustainable business that makes the world a better place, a business that is Sustainable by Design.
Our mission – to be the partner of choice by providing solutions to some of our customers toughest challenges – has resulted in record new business awards the past few years. Aptiv is committed to living our core values and delivering these advanced technologies in a responsible and sustainable way. We will continue to build a strong company that delivers long-term value to our stakeholders, customers, employees, as well as to the environment and the communities in which we operate.
Your vote is very important to us. I encourage you to sign and return your proxy card or use telephone or Internet voting so that your shares will be represented and voted at the meeting.
Thank you for your continued support. We look forward to seeing you on April 23, 2020.
Sincerely,
Kevin P. Clark
President and Chief Executive Officer
Table of Contents
|
2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Notice of Annual General Meeting of Shareholders
|
Thursday, April 23, 2020 8:30 a.m. local time |
Aptiv PLC Headquarters 5 Hanover Quay Grand Canal Dock Dublin 2, Ireland D02 VY79
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Record Date The close of business February 24, 2020 |
Meeting Agenda
Presenting the Company’s accounts and auditors’ reports for the fiscal year ended December 31, 2019 to the shareholders, passing the following resolutions, and transacting such other business as may properly come before the Annual Meeting:
| • |
Ordinary Resolutions |
Election of Directors
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THAT the following directors be re-elected as directors of the Company: |
| 1) |
Kevin P. Clark |
| 2) |
Nancy E. Cooper |
| 3) |
Nicholas M. Donofrio |
| 4) |
Rajiv L. Gupta |
| 5) |
Joseph L. Hooley |
| 6) |
Sean O. Mahoney |
| 7) |
Paul M. Meister |
| 8) |
Robert K. Ortberg |
| 9) |
Colin J. Parris |
| 10) |
Ana G. Pinczuk |
| 11) |
Lawrence A. Zimmerman |
Auditors
| 12) |
THAT Ernst & Young LLP be re-appointed as the auditors of the Company until the Annual Meeting of the Company to be held in 2021, that the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm is ratified and that directors are authorized to determine the fees to be paid to the auditors. |
| • |
Advisory, Non-Binding Resolution |
Executive Compensation
| 13) |
THAT the Company’s shareholders approve, on an advisory, non-binding basis, the Company’s executive compensation. Resolutions 1 to 12 will be proposed as ordinary resolutions, and Resolution 13 will be proposed as an advisory, non-binding resolution |
| • |
Record Date |
You are entitled to vote only if you were a shareholder of Aptiv PLC at the close of business on February 24, 2020. Holders of ordinary shares of Aptiv are entitled to one vote for each share held of record on the record date.
| • |
Attendance at the Annual Meeting |
We hope you will be able to attend the Annual Meeting in person. If you expect to attend, please check the appropriate box on the proxy card when you return your proxy or follow the instructions on your proxy card to vote and confirm your attendance by telephone or Internet.
APTIV PLC 1
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Notice of Annual General Meeting of Shareholders (continued)
| • |
Where to Find More Information about the Resolutions and Proxies |
Additional information regarding the business to be conducted and the resolutions is set out in the proxy statement (the “Proxy Statement”) and other proxy materials, which can be accessed by following the instructions on the Notice of Internet Availability of Proxy Materials that accompanies this Notice of Annual Meeting of Shareholders.
You are entitled to appoint one or more proxies to attend the Annual Meeting and vote on your behalf. Your proxy does not need to be a shareholder of the Company. Instructions on how to appoint a proxy are set out in the Proxy Statement and on the proxy card.
BY ORDER OF THE BOARD OF DIRECTORS
David M. Sherbin
Senior Vice President,
General Counsel, Chief
Compliance Officer and
Secretary
PLEASE NOTE THAT YOU WILL NEED PROOF THAT YOU OWN APTIV SHARES AS OF THE RECORD DATE TO BE ADMITTED TO THE ANNUAL MEETING.
Record shareholder: If your shares are registered directly in your name, please bring proof of such ownership.
Shares held in street name by a broker or a bank: If your shares are held for your account in the name of a broker, bank or other nominee, please bring a current brokerage statement, letter from your stockbroker or other proof of ownership to the meeting together with a proxy issued in your name if you intend to vote in person at the Annual Meeting.
This Notice of Annual Meeting of Shareholders and the Proxy Statement are being distributed or made available on or about March 9, 2020.
2 APTIV PLC
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
APTIV PLC 3
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Table of Contents (continued)
4 APTIV PLC
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
2020 Proxy Statement — Summary
This summary highlights information contained elsewhere in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
APTIV PLC 5
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
6 APTIV PLC
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
(Resolutions 1 to 11)
As of the date of this mailing, the Board consists of 12 directors, led by our independent, Non-Executive Chairman, Rajiv L. Gupta. Based upon the recommendation of our Nominating and Governance Committee, our Board has nominated the following current directors for one-year terms to serve until the 2021 annual meeting, or until such director’s earlier resignation, retirement or other termination of service.
The Board believes that the combination of the various qualifications, skills, and breadth and depth of experiences of the director nominees contributes to an effective and well-functioning Board. The Board and the Nominating and Governance Committee believe that, individually and as a whole, the directors possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management. Included in each director nominee’s biography below is an assessment of each nominee’s specific qualifications, attributes, skills and experience. Committee memberships listed below are as of the date of this Proxy Statement.
The Board has been informed that each nominee is willing to continue to serve as a director. If a director does not receive a majority of the vote for his or her election, then that director will not be elected to the Board, and the Board may fill the vacancy with a different person, or the Board may reduce the number of directors to eliminate the vacancy. Each of Messrs. Donofrio, Gupta, Mahoney and Zimmerman was a member of the Board prior to the Company’s initial public offering in 2011, and information included in this Proxy Statement as to each member’s tenure on our Board reflects that service.
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Kevin P. Clark
In March 2015, Mr. Clark became Aptiv’s President and Chief Executive Officer. In 2014, Mr. Clark was appointed Chief Operating Officer responsible for Aptiv’s business divisions, as well as the Global Supply Management function. Mr. Clark joined Aptiv in 2010 as Chief Financial Officer, responsible for all financial activities including strategic planning, corporate development, financial planning and analysis, treasury, accounting, and tax. Before coming to Aptiv, he was a founding partner of Liberty Lane Partners, LLC, a private equity investment firm focused on investing in and building and improving middle-market companies. Mr. Clark served as Chief Financial Officer of Fisher-Scientific International Inc., a manufacturer, distributor and service provider to the global healthcare market, from the company’s initial public offering in 2001 through the completion of its merger with Thermo Electron Corporation in 2006. He also held a number of senior management positions at Fisher-Scientific. Mr. Clark began his career in the financial organization of Chrysler Corporation. He has both a bachelor’s degree in financial administration and a master’s degree in finance from Michigan State University.
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Non-Independent Director
Director since: March 2015
Committee Membership: None
Qualifications: Mr. Clark is a proven leader with demonstrated success in creating and implementing Aptiv’s business strategy. As our CEO and former CFO, Mr. Clark provides the Board significant strategic, financial and industry expertise.
Other Public Boards: None Age: 57
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APTIV PLC 7
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Election of Directors (continued)
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Nancy E. Cooper
Ms. Cooper is the former Executive Vice President and Chief Financial Officer of CA Technologies, Inc. (“CA”), an IT management software provider, a position she held from August 2006 until she retired in May 2011. Prior to joining CA, Ms. Cooper served as the Chief Financial Officer of IMS Health, Inc. from 2001 to 2006 and, prior to that, as Chief Financial Officer for Reciprocal, Inc. from 2000 to 2001. Ms. Cooper began her career at IBM Corporation in 1976 where she held positions of increasing responsibilities over a 22-year period that focused on technology strategy and financial management. Ms. Cooper received a bachelor of arts degree in both economics and political science from Bucknell University and a master’s degree in business administration from the Harvard Graduate School of Business. |
Independent Director
Director since: February 2018
Committee Membership: Audit Committee (Chair) and Innovation and Technology Committee
Qualifications: Ms. Cooper brings to the Board significant experience leading a global public finance organization, and contributes financial, risk management, technology and strategy expertise.
Other Public Boards: Brunswick Corporation, The Mosaic Company and Teradata Corporation (2009-2017) Age: 66 |
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Nicholas M. Donofrio
Mr. Donofrio retired as Executive Vice President, Innovation & Technology at IBM in 2008. He began his career at IBM in 1964, and worked there for more than 40 years in various positions of increasing responsibility, including Division Director; President for Advanced Workstations Division; General Manager, Large Scale Computing Division; and Senior Vice President, Technology & Manufacturing. Mr. Donofrio earned a bachelor of science degree from Rensselaer Polytechnic Institute and holds a master’s degree from Syracuse University. |
Independent Director
Director since: December 2009
Committee Membership: Innovation and Technology Committee (Chair) and Nominating and Governance Committee
Qualifications: Mr. Donofrio brings to the Board significant technological expertise, providing us with valuable insight regarding technology and innovation strategies.
Other Public Boards: Advanced Micro Devices, Inc. (2009-2018) and Bank of New York Mellon Corporation (1999-2017) Age: 74 |
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8 APTIV PLC
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Election of Directors (continued)
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Rajiv L. Gupta
Mr. Gupta is former Chairman and CEO of Rohm and Haas Company, a worldwide producer of specialty materials, a position he held from 1999 to 2009. Mr. Gupta began his career at Rohm and Haas in 1971 and served in a broad range of global operations and financial leadership roles. Mr. Gupta received a bachelor of science degree in Mechanical Engineering from the Indian Institute of Technology, a master of science degree in Operations Research from Cornell University and a master’s degree in business administration with a concentration in Finance from Drexel University. |
Independent Director and Chairman of the Board
Director since: November 2009
Committee Membership: Compensation and Human Resources Committee (Chair) and Nominating and Governance Committee (Chair)
Qualifications: Mr. Gupta’s professional experience, including as Chairman and CEO of a global public company and many other board assignments, enable him to contribute his expertise in corporate leadership, public company governance, strategic analysis, operations and executive compensation matters.
Other Public Boards: Arconic Inc., Avantor, Inc., DuPont de Nemours, Inc., HP Inc. (formerly Hewlett Packard) (2009-2017), The Vanguard Group, Inc. (2001-2017) and Tyco International plc (2005-2016) Age: 74
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Joseph L. Hooley
Mr. Hooley is the former non-executive Chairman of the Board and Chief Executive Officer of State Street Corporation, one of the world’s leading providers of financial services to institutional investors including investment servicing, investment management and investment research and trading. He retired as the non-executive Chairman of the Board of State Street Corporation, effective December 31, 2019, and as its Chief Executive Officer on December 31, 2018. He served as State Street’s Chairman from 2011 to 2019 and as Chief Executive Officer from 2010 to 2018 and President and Chief Operating Officer from 2008 to 2014. From 2002 to 2008, Mr. Hooley served as Executive Vice President and head of the Investor Services Division of State Street and, in 2006, was appointed Vice Chairman and Global Head of Investment Servicing and Investment Research and Trading of State Street. Mr. Hooley holds a bachelor of science degree from Boston College.
|
Independent Director
Director since: January 2020
Committee Membership: None
Qualifications: Mr. Hooley’s long tenure as a public company executive leading a global financial services organization provides the Board significant expertise in management, strategic planning, corporate governance and a global business perspective.
Other Public Boards: Exxon Mobil Corporation and State Street Corporation (2009-2019) Age: 62 |
|
APTIV PLC 9
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Election of Directors (continued)
|
Sean O. Mahoney
Mr. Mahoney is a private investor with over two decades of experience in investment banking and finance. Mr. Mahoney spent 17 years in investment banking at Goldman, Sachs & Co., where he was a partner and head of the Financial Sponsors Group, followed by four years at Deutsche Bank Securities, where he served as Vice Chairman, Global Banking. During his banking career, Mr. Mahoney acted as an advisor to companies across a broad range of industries and product areas. He earned his undergraduate degree from the University of Chicago and his graduate degree from Oxford University, where he was a Rhodes Scholar. |
Independent Director
Director since: November 2009
Committee Membership: Finance Committee and Nominating and Governance Committee
Qualifications: Through his experience in investment banking and finance, Mr. Mahoney provides the Board with expertise in financial and business strategy, capital markets, financing, and mergers and acquisitions.
Other Public Boards: Arconic Inc., iHeartMedia, Inc., Alcoa Inc. (2016) and Cooper-Standard Holdings, Inc. (2015-2018) Age: 57 |
|
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Paul M. Meister
Mr. Meister is co-founder, and since 2008, Chief Executive Officer (“CEO”) of Liberty Lane Partners, LLC, a private investment company with investment holdings in healthcare, technology and distribution-related industries, and Perspecta Trust, which provides both trust and investment services. He was President of MacAndrews & Forbes Incorporated (“M&F”) from 2014 to 2018. M&F is a private company that owns or controls a diverse set of businesses, including: Revlon, Scientific Games, Harlan Clarke Holdings Corp., vTv Therapeutics LLC, SIGA Technologies, and AM General. During 2018, Mr. Meister also served, on an interim basis, as Executive Vice Chairman of Revlon, Inc. a leading beauty products company, and acted as Revlon’s principal executive officer. Mr. Meister served from 2010 to 2014 as Chairman and CEO of inVentiv Health (now Syneos Health), a leading provider of commercial, consulting and clinical research services to the pharmaceutical and biotech industries. Mr. Meister was Chairman of Thermo Fisher Scientific, Inc., a scientific instruments equipment and supplies company, from November 2006 to April 2007. He was previously Vice Chairman of Fisher Scientific International, Inc., a predecessor of Thermo Fisher Scientific, Inc., from 2001 to 2006, and Chief Financial Officer of Fisher Scientific International, Inc. from 1991 to 2001. Earlier in his career, Mr. Meister served in a number of executive leadership positions at Wheelabrator Technologies Inc., The Henley Group Inc., and AlliedSignal Inc. (now Honeywell International, Inc.). He began his career with Ford Motor Company. Mr. Meister holds a bachelor of arts degree from the University of Michigan and a master of business administration from Northwestern University. |
Independent Director
Director since: July 2019
Committee Membership: Compensation and Human Resources Committee and Finance Committee
Qualifications: Mr. Meister’s extensive public company experience, as both an executive and a board member, provides the Board significant expertise in management, strategy, finance and capital markets, operations and mergers and acquisitions.
Other Public Boards: Oaktree Acquisition Corp., Quanterix Corporation, Scientific Games Corporation, LKQ Corporation (1999-2018), Revlon, Inc. (2016-2018) and vTv Therapeutics Inc. (2015-2018) Age: 67 |
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10 APTIV PLC
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Election of Directors (continued)
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Robert K. Ortberg
Robert K. (Kelly) Ortberg has been a director since September 2018. He currently serves as a Special Advisor to the office of the Chief Executive Officer for United Technologies Corporation, a global leader in aviation and high-integrity solutions. Prior to his current position, he was the Chief Executive Officer of Collins Aerospace, a United Technologies company from December 2018 to February 2020. He previously served as the Chief Executive Officer of Rockwell Collins from 2013 to 2018 and served as President from 2012 to 2018. He served as Rockwell Collins’ Executive Vice President, Chief Operating Officer, Government Systems from 2010 to 2012 and as Executive Vice President, Chief Operating Officer, Commercial Systems from 2006 to 2010. Prior to that time, he held other executive positions at Rockwell Collins, which he joined in 1987. Mr. Ortberg has a bachelor of science degree in mechanical engineering from the University of Iowa. |
Independent Director
Director since: September 2018
Committee Membership: Compensation and Human Resources Committee and Innovation and Technology Committee
Qualifications: Mr. Ortberg brings to the Board a track record of operational and technology leadership, accelerating company growth and creating shareholder value, coupled with a strong background in transformation and innovation.
Other Public Boards: Rockwell Collins, Inc. (2013-2018) Age: 59 |
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Colin J. Parris
Dr. Parris is the Vice President, GE Software Research for the General Electric Company, a position he has held since 2014. Prior to joining GE, he spent two decades at IBM in a variety of executive roles, serving most recently as Vice President, Systems Research in the IBM T.J. Watson Research Division from 2013 to 2014 and General Manager for IBM’s Power Systems business from 2010 to 2013. Dr. Parris received a bachelor’s degree in electrical engineering from Howard University, master’s degrees in electrical engineering and computer science from the University of California, Berkeley, and a master’s degree in management from Stanford University. He also received a doctorate in electrical engineering from the University of California, Berkeley. |
Independent Director
Director since: December 2017
Committee Membership: Audit Committee and Innovation and Technology Committee
Qualifications: Dr. Parris has an extensive technology background with significant experience in software and leading digital transformations. His current focus on data software and artificial intelligence provides valuable knowledge to the Board.
Other Public Boards: None Age: 58 |
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Election of Directors (continued)
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Ana G. Pinczuk
Ms. Pinczuk is the Chief Development Officer for Anaplan, Inc., which provides a cloud-based connected planning platform that helps connect organizations and people to make better and faster decisions. She joined Anaplan in February 2019 as the Chief Transformation Officer, following positions as the President of Hewlett Packard Enterprise’s Pointnext technology services organization, the Executive Vice President and Chief Product Officer of Veritas Technologies LLC, a data management provider specializing in information protection, availability, and insight solutions, and Senior Vice President and General Manager, Backup and Recovery for Symantec Corporation, all in the period from 2015 to 2018. From 2000 until 2015, Ms. Pinczuk served in varied executive positions with Cisco Systems, Inc., including serving as Senior Vice President, Sales from 2014 to 2015, Senior Vice President, Services Transformation and Chief Operating Officer from 2013 to 2014, and Vice President, Global Technical Services from 2009 until 2013. Prior to joining Cisco, Ms. Pinczuk spent 15 years with AT&T, Inc., in positions of increasing responsibility. Ms. Pinczuk earned both undergraduate and graduate mechanical engineering degrees from Cornell University, an executive master’s degree in technology management from the University of Pennsylvania and a master’s degree in software management from Carnegie Mellon University. |
Independent Director
Director since: November 2016
Committee Membership: Audit Committee and Innovation and Technology Committee
Qualifications: Ms. Pinczuk’s broad technology background spans mobile, IP networking, software, data storage and security, making her a strong contributor to the Board as Aptiv accelerates its innovation in new mobility technologies.
Other Public Boards: KLA–Tencor Corporation (2018-2019) Age: 56 |
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Lawrence A. Zimmerman
Mr. Zimmerman is the former Vice Chairman and Chief Financial Officer of Xerox Corporation, a position he held from 2002 until 2011. He joined Xerox as Chief Financial Officer in 2002 after retiring from IBM. A 31-year employee of IBM, Mr. Zimmerman held senior executive positions, including Vice President of Finance for IBM’s Europe, Middle East and Africa operations, and Corporate Controller. Mr. Zimmerman received a bachelor of science degree in finance from New York University and a master’s degree in business administration from Adelphi University. |
Independent Director
Director since: November 2009
Committee Membership: Compensation and Human Resources Committee and Finance Committee (Chair)
Qualifications: Mr. Zimmerman brings to the Board significant experience leading the finance organization of a large global company, and contributes financial, risk management and strategy expertise.
Other Public Boards: Flextronics International Ltd., Brunswick Corporation (2006-2015) and Computer Sciences Corporation (2012-2014) Age: 77 |
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The Board of Directors recommends a vote “FOR” each of the 11 director nominees named above. If you complete the enclosed proxy card, unless you direct otherwise on that card, the shares represented by that proxy will be voted FOR the election of all 11 nominees.
12 APTIV PLC
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Board and Governance Information
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Size of Board |
12 | |
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Number of Independent Directors |
11 | |
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Mandatory Retirement Age |
75 | |
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Non-Executive Chairman |
✓ | |
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Annual Election of Directors |
✓ | |
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Executive Sessions of Independent Directors at each Board Meeting |
✓ | |
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Annual Regular Board and Committee Evaluations |
✓ | |
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Independent Audit, Compensation and Human Resources and Nominating and Governance Committees |
✓ | |
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Director Stock Ownership Guidelines |
✓ | |
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Code of Ethical Business Conduct Applies to all Directors and Employees |
✓ |
APTIV PLC 13
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Board Practices (continued)
14 APTIV PLC
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Board Practices (continued)
APTIV PLC 15
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
During 2019, the Board held 9 in-person or telephonic regular meetings. All of our directors attended at least 75% of the Board and Committee meetings on which they serves. In addition, all directors are expected to attend the Annual Meeting of Shareholders, and in 2019, all directors attended the Annual Meeting.
Our Board has the following five committees: Audit; Compensation and Human Resources (CHRC); Finance; Innovation and Technology (ITC); and Nominating and Governance (Nom Gov). Committee charters are available on our website at aptiv.com by clicking on the tab “Investors”, then the heading “Governance” and then the caption “Governance Documents”. Committee membership for 2019 is set forth below:
| Board Committees | |||||||||||||||||||||||||
| Name | Audit | CHRC | Finance | ITC | Nom Gov | ||||||||||||||||||||
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Kevin P. Clark
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Nancy E. Cooper
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C
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X
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Frank J. Dellaquila
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X
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X
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Nicholas M. Donofrio
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C
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X | |||||||||||||||||||||||
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Rajiv L. Gupta
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C
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C
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Sean O. Mahoney
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X
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X
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Paul M. Meister
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X
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X
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Robert K. Ortberg
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X
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X
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Colin J. Parris
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X
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X
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Ana G. Pinczuk
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X
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X
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Lawrence A. Zimmerman |
X |
C |
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“C” = Chair of Committee
“X” = Member of Committee
Mr. Hooley joined the Board in January 2020 and has not yet been assigned to any committees.
16 APTIV PLC
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Board Committees (continued)
| Committee | Primary Responsibilities | Number of Meetings in 2019 | ||||||
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Audit |
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Responsible for the engagement of the registered independent public accounting firm and the review of the scope of the audit to be undertaken by the registered independent public accounting firm. Responsible for oversight of the adequacy of our internal accounting and financial controls and the accounting principles and auditing practices and procedures to be employed in preparation and review of our financial statements. Responsible for oversight of risk-related matters broadly, including the Company’s enterprise risk management and compliance programs.
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5
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Compensation and Human Resources |
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Responsible for the oversight of the Company’s compensation philosophy and reviews and approves compensation for executive officers (including cash compensation, equity incentives and benefits). Responsible for oversight of management development and succession planning.
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5
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Finance |
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Responsible for oversight of corporate finance matters, including capital structure, financing transactions, acquisitions and divestitures, minority investments, share repurchase and dividend programs, employee retirement plans, interest rate policies, commodity and currency hedging and the annual business plan, including review of capital expenditures and restructurings.
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5
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Innovation and Technology |
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Responsible for oversight of the Company’s technology roadmaps and the technology landscape and assessing the overall skill set of the engineering organization.
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4
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Nominating and Governance |
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Responsible for reviewing and recommending policies and procedures relating to director and board committee nominations and corporate governance policies, conducting director searches and has responsibility for the oversight of the Company’s environmental, health and safety management programs.
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5
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During 2019, Mr. Donofrio stepped down from the Finance Committee and joined the Nominating and Governance Committee, and Mr. Zimmerman stepped down from the Audit Committee and joined the Compensation and Human Resources Committee.
APTIV PLC 17
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
The Compensation and Human Resources Committee (the “Compensation Committee”), composed entirely of independent directors, works with management and its independent compensation consultant to oversee the Company’s executive compensation philosophy and to review and approve compensation for executive officers.
In this section, we describe and analyze:
| (1) |
the material components of our executive compensation programs for the “named executive officers”, or “NEOs”; |
| (2) |
the material compensation decisions the Compensation Committee made for 2019; and |
| (3) |
the key factors considered in making those decisions, including 2019 Company performance. |
|
For fiscal year 2019, the NEOs were:
|
||
|
Kevin P. Clark |
President and Chief Executive Officer (“CEO”) |
|
|
Joseph R. Massaro |
Senior Vice President and Chief Financial Officer (“CFO”) |
|
|
David Paja |
Senior Vice President and President, Advanced Safety and User Experience Segment |
|
|
David M. Sherbin |
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary |
|
|
Mariya K. Trickett
|
Senior Vice President and Chief Human Resources Officer
|
|
Aptiv’s executive compensation program is designed to attract, retain and motivate the leaders who drive the successful execution of our business strategies, which seek to balance achievement of targeted near-term results with building long-term shareholder value through sustained execution. Our focus on pay-for-performance and corporate governance aims to help ensure alignment with the interests of our shareholders, as highlighted below:
|
Pay for Performance
|
More information
|
||||||
|
|
We target executive compensation at our approximate peer group median and deliver compensation above or below this level as determined by performance.
|
22
|
|||||
|
|
90% of 2019 total target annual compensation for the CEO is performance-based and 75% is granted in equity , while, on average, 79% of 2019 total target annual compensation for the other NEOs is performance-based and 61% is granted in equity .
|
25
|
|||||
|
|
We use a structured goal-setting process for performance incentives, with multiple levels of review.
|
26
|
|||||
|
|
NEOs’ annual incentives are based on achievement of Corporate, Segment and individual performance goals .
|
27
|
|||||
|
|
75% of the NEOs’ long-term incentive compensation consists of performance-based restricted stock units (“RSUs”), which only deliver value if financial and relative total shareholder return goals are met . The value of the remaining 25% of the NEOs’ long-term incentive compensation is awarded in the form of time-based RSUs and fluctuates with Aptiv’s share price .
|
28
|
|||||
|
|
We review and analyze our pay-for-performance alignment on an annual basis.
|
—
|
|||||
APTIV PLC 19
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|
2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Compensation Discussion and Analysis (continued)
|
Corporate Governance
|
More information
|
|||
|
|
We disclose our performance metrics. |
21
|
||
|
|
We actively engage with our shareholders by conducting regular meetings with our major shareholders to discuss governance and executive compensation matters. |
22
|
||
|
|
We maintain share ownership guidelines for our NEOs and directors. |
30
|
||
|
|
We maintain a reasonable severance practice with market appropriate post-employment provisions, as recommended by management and approved by the Compensation Committee.
|
30
|
||
|
|
We maintain clawback, anti-hedging and anti-pledging policies. |
31
|
||
|
|
We offer no excise tax gross-ups or tax assistance unique to our NEOs. |
31
|
||
|
|
Our Compensation Committee utilizes an independent compensation consultant. |
31
|
||
|
Our compensation programs are designed to not encourage imprudent risk . |
32
|
||
|
|
We devote focused time to leadership development and succession planning efforts. |
—
|
||
|
|
Our equity grant practices , including burn rate and dilution, are prudent . |
—
|
||
|
|
The Compensation Committee is provided tally sheets to assess total compensation for our NEOs.
|
—
|
20 APTIV PLC
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Compensation Discussion and Analysis (continued)
Our strategic, operational and financial performance over time is reflected in our results and returns to shareholders. This performance is shown in the following financial metrics and total shareholder return charts. We have aligned our 2019 performance-based annual and long-term incentive plans for executives with these metrics:
APTIV PLC 21
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Compensation Discussion and Analysis (continued)
22 APTIV PLC
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|
2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Compensation Discussion and Analysis (continued)
APTIV PLC 23
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|
2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Compensation Discussion and Analysis (continued)
The following table outlines the primary elements of executive compensation for the NEOs for 2019 and indicates how these elements relate to our key strategic objectives:
| Element | Key Features | Relationship to Strategic Objectives | ||
|
Total Direct Compensation |
||||
|
Base Salary |
• Commensurate with job responsibilities, experience, and qualitative and quantitative company or individual performance factors • Reviewed on a periodic basis for competitiveness and individual performance • Targeted within competitive range of peer group
|
• Attract, retain and motivate key executives by providing market-competitive fixed compensation |
||
|
Annual Incentive Plan Awards |
• Compensation Committee approves a target incentive pool for each performance period based on selected financial and/or operational metrics • Each executive is granted a target award opportunity varying by market competitiveness and level of responsibility • Payouts can range from 0% to 200% of target and are determined by achievement of financial goals based on pre-established objectives (at both the Corporate and, where applicable, Segment level), then may be adjusted to reflect individual performance achievement • Strategic Results Modifier (“SRM”) provides for an adjustment to individual payout levels based on an assessment of performance against strategic qualitative factors reviewed and approved by the Compensation Committee at the beginning of each year
|
• Pay-for-performance • Align executive and shareholder interests • Attract, retain and motivate key executives with market-competitive compensation opportunities |
||
|
Long-Term Incentive Plan Awards |
• Target award granted commensurate with job responsibilities, market competitiveness, experience, and qualitative and quantitative Company and individual performance factors • Issue RSU awards, 75% of which are earned based on Company performance metrics, including relative total shareholder return (“TSR”), and 25% of which are time-based, which means that the value is determined by Aptiv’s share price
|
• Pay-for-performance • Aligns executive and shareholder interests • Attract, retain and motivate key executives with market-competitive compensation opportunities • Utilizes multi-year vesting period and metrics aligned to long-term shareholder value creation including stock price performance |
||
|
Other Compensation |
||||
|
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, who exceed statutory limits under our qualified defined contribution plan • Non-qualified defined benefit plan that was frozen in 2008
|
• Attract and retain key executives with market-competitive compensation opportunities |
||
24 APTIV PLC
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Compensation Discussion and Analysis (continued)
2019 Target Compensation Structure. The following table depicts 2019 target annual total direct compensation opportunities for the NEOs. This table does not include information regarding changes in pension value and non-qualified deferred compensation earnings or information regarding all other compensation, each as required to be presented in the “2019 Summary Compensation Table” under the rules of the SEC. As such, this table should not be viewed as a substitute for the “2019 Summary Compensation Table.”
| Name |
Base Salary ($) (1) |
Annual Incentive
Target Award ($) |
Long-Term
Incentive Plan Target Annual Award ($) |
Total ($) | ||||||||||||
|
Kevin P. Clark |
$ |
1,428,000 |
|
|
$2,142,000 |
|
$ |
10,500,000 |
|
$ |
14,070,000 |
|
||||
| President and Chief Executive Officer | ||||||||||||||||
|
Joseph R. Massaro |
|
874,000 |
|
|
874,000 |
|
|
3,000,000 |
|
|
4,748,000 |
|
||||
| Senior Vice President and Chief Financial Officer | ||||||||||||||||
|
David Paja (2) |
|
600,023 |
|
|
510,020 |
|
|
1,650,000 |
|
|
2,760,043 |
|
||||
|
Senior Vice President and President, Advanced Safety and
User Experience Segment |
||||||||||||||||
|
David M. Sherbin |
|
607,000 |
|
|
546,300 |
|
|
1,500,000 |
|
|
2,653,300 |
|
||||
|
Senior Vice President, General Counsel, Chief Compliance
|
||||||||||||||||
|
Mariya K. Trickett |
|
520,000 |
|
|
390,000 |
|
|
1,230,000 |
|
|
2,140,000 |
|
||||
| Senior Vice President and Chief Human Resources Officer | ||||||||||||||||
| (1) |
Reflects base salary rates as of April 1, 2019. |
| (2) |
Mr. Paja is a German employee and his salary and bonus are paid in Euros. U.S. Dollar amounts in this Proxy Statement with respect to Mr. Paja have been converted from Euros at a rate of 1.12 Dollars to one Euro. The exchange rate used was calculated by averaging exchange rates for each calendar month in 2019. |
APTIV PLC 25
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Compensation Discussion and Analysis (continued)
26 APTIV PLC
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Compensation Discussion and Analysis (continued)
APTIV PLC 27
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|
2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Compensation Discussion and Analysis (continued)
28 APTIV PLC
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Compensation Discussion and Analysis (continued)
|
Metric
|
Weighting (%)
|
Threshold
|
Target
|
Maximum
|
Actual
|
||||||||||||||||||||
|
Average Return on Net Assets (RONA) (1)(2) |
|
50 |
% |
|
27.3 |
% |
|
30.6 |
% |
|
33.8 |
% |
|
31.8 |
% |
||||||||||
|
Cumulative NI (2) |
|
25 |
|
$ |
4,713 |
|
$ |
5,268 |
|
$ |
5,822 |
|
$ |
5,615 |
|
||||||||||
|
Relative Total Shareholder Return (TSR) |
25 | 30th%ile | 50th%ile | 90th%ile | 90th%ile | ||||||||||||||||||||
| (1) |
Average return on net assets is tax-affected adjusted operating income divided by average net working capital plus average net property, plant and equipment for each calendar year, as adjusted for incentive plan calculation purposes. |
| (2) |
Actual achievement reflects adjustments permitted for incentive plan calculation purposes. |
| Performance-based RSUs | ||||||||||
|
Name (1) |
Target Total Number of
Units Granted (#) (2) |
Actual Total Number of
Units Earned (#) (2) |
||||||||
|
Kevin P. Clark |
|
109,901 |
|
|
180,550
|
|
||||
|
Joseph R. Massaro |
|
21,980 |
|
|
36,110
|
|
||||
|
David Paja |
|
16,196 |
|
|
26,609
|
|
||||
|
David M. Sherbin
|
|
16,196
|
|
|
26,609
|
|
||||
| (1) |
Ms. Trickett joined Aptiv in September 2018 and therefore was not a recipient of any long-term incentive awards in 2017. |
| (2) |
Includes accrued dividend equivalents and reflects equitable adjustments made in connection with the spin-off of Delphi Technologies PLC. Equitable adjustments were made to the Company’s equity awards that were outstanding at the time of the spin-off. The equitable adjustments were made in a manner intended to preserve, immediately after the spin-off, the approximate intrinsic value that the original awards had prior to the spin-off. |
APTIV PLC 29
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Compensation Discussion and Analysis (continued)
30 APTIV PLC
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Compensation Discussion and Analysis (continued)
APTIV PLC 31
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|
2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Compensation Discussion and Analysis (continued)
We, the undersigned members of the Compensation Committee, have reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussion, we recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2019.
Respectfully submitted,
Rajiv L. Gupta, Chairman
Paul M. Meister
Robert K. Ortberg
Lawrence A. Zimmerman
32 APTIV PLC
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
2019 SUMMARY COMPENSATION TABLE
The table below sets forth specified information regarding the compensation of the individuals who served for 2019 as President and Chief Executive Officer (Kevin P. Clark) and Senior Vice President and Chief Financial Officer (Joseph R. Massaro), and the next three most highly compensated executive officers who were serving as of December 31, 2019 (David Paja, David M. Sherbin and Mariya K. Trickett).
|
Name and Principal Position
|
Year
|
Salary ($) (1)(2)
|
Bonus ($)
|
Stock Awards
|
Non-Equity
|
Change
in
|
All
Other
|
Total ($)
|
||||||||||||||||||||||||
|
Kevin P. Clark |
2019 | $ | 1,421,000 | $ | — | $ | 11,504,627 | $ | 1,970,640 | $ | — | $ | 268,266 | $ | 15,164,533 | |||||||||||||||||
|
President and Chief |
2018 | 1,375,000 | — | 10,643,793 | 1,827,000 | — | 277,310 | 14,123,103 | ||||||||||||||||||||||||
|
Executive Officer |
2017 | 1,275,000 | — | 10,095,699 | 2,184,000 | — | 245,648 | 13,800,347 | ||||||||||||||||||||||||
|
Joseph R. Massaro |
2019 | 865,625 | — | 3,287,098 | 917,780 | __ | 116,654 | 5,187,157 | ||||||||||||||||||||||||
|
Senior Vice President and Chief Financial Officer |
|
2018
2017 |
|
|
790,500
619,125 |
|
|
—
— |
|
|
3,055,017
2,019,136 |
|
|
797,260
766,740 |
|
|
—
— |
|
|
64,334
46,872 |
|
|
4,707,111
3,451,873 |
|
||||||||
|
David Paja |
2019 | 594,217 | — | 1,807,948 | 444,351 | — | 289,611 | 3,136,127 | ||||||||||||||||||||||||
|
Senior Vice President and President, Advanced Safety and User Experience Segment |
|
2018
2017 |
|
|
603,275
517,917 |
|
|
—
917,500 |
|
|
1,596,632
3,402,373 |
|
|
488,171
571,712 |
|
|
—
— |
|
|
307,773
293,239 |
|
|
2,995,851
5,702,741 |
|
||||||||
|
David M. Sherbin Senior Vice President, General Counsel, Chief Compliance Officer and Secretary |
|
2019
2018 2017 |
|
|
604,000
595,000 591,250 |
|
|
—
— — |
|
|
1,643,591
1,740,428 1,487,855 |
|
|
502,596
465,885 637,245 |
|
|
7,266
— 2,635 |
|
|
87,020
96,766 89,138 |
|
|
2,844,473
2,898,079
|
|
||||||||
|
Mariya K. Trickett |
2019 | 515,000 | — | 1,780,353 | 408,300 | — | 274,933 | 2,978,586 | ||||||||||||||||||||||||
|
Senior Vice President and Chief Human Resources Officer |
||||||||||||||||||||||||||||||||
| (1) |
All of our NEOs received base salary increases in 2019. See “2019 Annual Compensation Determination, 2019 Base Salaries.” Mr. Paja is a German employee. His salary, bonus and other compensation items are paid in Euros. U.S. Dollar amounts in this Proxy Statement with respect to Mr. Paja have been converted from Euros at a rate of 1.12 Dollars to one Euro. The exchange rate used was calculated by averaging exchange rates for each calendar month in 2019. |
| (2) |
Base salary and annual incentive awards are eligible for deferral under the SRESP. All of the NEOs, other than Mr. Paja, participated in the SRESP in 2019. Total base salaries and annual incentive awards, including the deferred portions, are presented in this 2019 Summary Compensation Table. Contributions to the SRESP are displayed in the “2019 Non-Qualified Deferred Compensation” section. |
| (3) |
The award values reflected in the “Stock Awards” column are the grant date fair values of the NEOs’ respective long-term incentive awards determined in accordance with FASB ASC Topic 718. The 2019 grant date for accounting purposes for the annual award was set at February 28, 2019, as approved by the Board of Directors and the Compensation Committee. For assumptions used in determining the fair value of these awards, see Note 21. Share-Based Compensation to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The award values include the value of performance-based RSUs based on target performance. Assuming maximum performance achievement and based on grant date share price, for the NEOs’ performance-based RSUs granted in 2019, the values for such awards in the “Stock Awards” column would be $18,721,940 for Mr. Clark; $5,349,209 for Mr. Massaro; $2,942,094 for Mr. Paja; $2,674,646 for Mr. Sherbin; and $2,625,860 for Ms. Trickett. |
| (4) |
The “Non-Equity Incentive Plan Compensation” column reflects payments made under our Annual Incentive Plan. |
| (5) |
Mr. Sherbin was eligible to receive benefits under the SERP during 2019. No amount in this column represents above-market or preferential earnings on non-qualified deferred compensation. Although the SERP is a frozen program (see “2019 Pension Benefits” section) with fixed measurement parameters, the year-over-year balances change because his age and the interest rates used to estimate the pension liability change each year. |
APTIV PLC 33
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|
2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
2019 Summary Compensation Table (continued)
| (6) |
Amounts reported in the “All Other Compensation” column for 2019 reflect the following: |
|
Name
|
Aptiv Contributions (a)
|
Life Insurance (b)
|
Expatriate Assignment (c)
|
Other (d)
|
Total
|
|||||||||||||||
|
Kevin P. Clark |
$ |
243,600 |
|
$ |
10,741 |
|
$ |
— |
|
$ |
13,925 |
|
$ |
268,266 |
|
|||||
|
Joseph R. Massaro |
|
101,709 |
|
|
3,446 |
|
|
— |
|
|
11,499 |
|
|
116,654 |
|
|||||
|
David Paja |
|
— |
|
|
— |
|
|
289,611 |
|
|
— |
|
|
289,611 |
|
|||||
|
David M. Sherbin |
|
80,241 |
|
|
6,779 |
|
|
— |
|
|
— |
|
|
87,020 |
|
|||||
|
Mariya K. Trickett
|
|
44,196
|
|
|
780
|
|
|
—
|
|
|
229,957
|
|
|
274,933
|
|
|||||
| (a) |
For NEOs other than Mr. Paja, this column reflects Aptiv’s contributions to both the qualified SRSP and the non-qualified SRESP. For all participants in the SRSP, Aptiv provides a contribution of 4% of base salary and annual incentive award payment. We also provide a matching contribution equal to 50% of the participant’s contributions to the program, up to a maximum of 7% of the participant’s base salary and annual incentive award. Additional details regarding the SRESP are provided in the “2019 Non-Qualified Deferred Compensation” section. |
| (b) |
This column reflects the dollar value of the insurance premiums paid for each NEO for premium payments made regarding his or her life insurance policy. |
| (c) |
Mr. Paja receives certain expatriate benefits. The payment represented in this column for Mr. Paja includes: housing and Company-provided automobile of $103,280, education and language of $67,506 and tax equalization payments totaling $118,825 to tax authorities in Germany on Mr. Paja’s behalf, in connection with his expatriate benefits. |
| (d) |
For Mr. Clark, this amount represents tax preparation expenses in connection with working in Ireland of $13,925; for Mr. Massaro, this amount represents tax preparation expenses in connection with working in Ireland of $5,925 and certain relocation expenses of $5,574; and for Ms. Trickett, this amount represents relocation expenses of $229,957. |
34 APTIV PLC
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
2019 GRANTS OF PLAN-BASED AWARDS
The table below sets forth the threshold, target and maximum award payout opportunities (or full award opportunity, as applicable) for plan-based awards that were granted to our NEOs in 2019.
|
Estimated Possible Payouts Under
|
Estimated Future Payouts Under
|
All Other
|
Grant Date
|
|||||||||||||||||||||||||||||||||
| Name |
Grant Date
|
Threshold
|
Target ($)
|
Maximum ($)
|
Threshold
|
Target
|
Maximum
|
|||||||||||||||||||||||||||||
|
Kevin P. Clark |
$ |
1,071,000 |
|
$ |
2,142,000 |
|
$ |
4,284,000 |
|
|||||||||||||||||||||||||||
| 2/28/2019 | 32,181 | $ | 2,674,563 | |||||||||||||||||||||||||||||||||
|
|
2/28/2019
|
|
|
48,272
|
|
|
96,543
|
|
|
193,086
|
|
|
8,830,064
|
|
||||||||||||||||||||||
|
Joseph R. Massaro |
|
437,000 |
|
|
874,000 |
|
|
1,835,400 |
|
|||||||||||||||||||||||||||
| 2/28/2019 | 9,195 | 764,196 | ||||||||||||||||||||||||||||||||||
|
|
2/28/2019
|
|
|
13,792
|
|
|
27,584
|
|
|
55,168
|
|
|
2,522,902
|
|
||||||||||||||||||||||
|
David Paja |
|
255,010 |
|
|
510,020 |
|
|
1,071,042 |
|
|||||||||||||||||||||||||||
| 2/28/2019 | 5,058 | 420,370 | ||||||||||||||||||||||||||||||||||
|
|
2/28/2019
|
|
|
7,586
|
|
|
15,171
|
|
|
30,342
|
|
|
1,387,578
|
|
||||||||||||||||||||||
|
David M. Sherbin |
|
273,150 |
|
|
546,300 |
|
|
1,147,230 |
|
|||||||||||||||||||||||||||
| 2/28/2019 | 4,598 | 382,140 | ||||||||||||||||||||||||||||||||||
|
|
2/28/2019
|
|
|
6,896
|
|
|
13,792
|
|
|
27,584
|
|
|
1,261,451
|
|
||||||||||||||||||||||
|
Mariya K. Trickett |
|
195,000 |
|
|
390,000 |
|
|
819,000 |
|
|||||||||||||||||||||||||||
| 2/28/2019 | 3,770 | 313,325 | ||||||||||||||||||||||||||||||||||
| 2/28/2019 | (4) | 5,205 | 432,588 | |||||||||||||||||||||||||||||||||
|
|
2/28/2019
|
|
|
5,655
|
|
|
11,310
|
|
|
22,620
|
|
1,034,441 | ||||||||||||||||||||||||
| (1) |
These columns show the threshold, target and maximum awards payable to our NEOs under the 2019 Annual Incentive Plan. The final award is determined by both Corporate and Segment performance, as well as individual performance achievements and achievement against the SRM, as determined by the Compensation Committee. |
| (2) |
These columns show the threshold, target and maximum number of RSUs possible under the performance-based RSUs granted in 2019 pursuant to our Long-Term Incentive Plan. The actual payouts will be based on three performance metrics (Average Return on Net Assets, Cumulative Net Income and relative TSR) during the performance period from January 1, 2019 through December 31, 2021. |
| (3) |
This column shows the number of time-based RSUs granted to our NEOs in 2019 pursuant to our Long-Term Incentive Plan excluding dividend equivalents. These time-based RSUs generally vest ratably over three years on the first, second and third anniversary dates of the date of grant. |
| (4) |
This award represents a grant of time-based RSUs, excluding dividend equivalents, in recognition of her leadership and significant progress in transforming the Human Resources function. These awards are pursuant to our Long-Term Incentive Plan and vest in full on the second anniversary date of the date of grant. |
| (5) |
This column reflects the grant date fair value of each award determined in accordance with FASB ASC Topic 718, including, for performance-based awards, the target outcome of the performance conditions, excluding the effect of estimated forfeitures. Except for the performance-based RSUs based on relative TSR (25% of the annual performance-based RSUs), the grant date value for the equity awards was determined based on the grant date closing price of our stock on the New York Stock Exchange. If the grant is issued on a non-trading day, the grant date closing price was deemed to be the closing price of our stock on the last preceding date on which any reported sale occurred. The closing price of Aptiv shares on February 28, 2019 was $83.11. The grant date fair value for the relative TSR performance-based RSUs was determined using a Monte Carlo simulation and was based on a price of $116.52 per share. |
Our NEOs are parties to offer letters or employment agreements with Aptiv that generally describe the compensation and benefits initially provided to them upon employment. For more information about these arrangements, refer to “Potential Payments Upon Termination or Change in Control”. For more information about the NEOs’ relative mix of salary and other compensation elements in proportion to total compensation, refer to “Overview of 2019 Executive Compensation — 2019 Target Annual Total Direct Compensation Mix”.
APTIV PLC 35
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|
2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
2019 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The values displayed in the table below reflect each Aptiv NEO’s outstanding long-term incentive awards as of December 31, 2019. The market values are calculated using a share price of $94.97, the December 31, 2019 closing price of our stock. The performance-based RSUs granted in 2018 and 2019, labeled with performance periods 1/1/2018-12/31/2020 and 1/1/2019-12/31/2021, are presented at the maximum level of performance. The amounts of time-based RSUs granted prior to 2018 and reflected in this table reflect adjustments to those awards in connection with the spin-off of Delphi Technologies PLC, as further described under “2019 Long-Term Compensation Determination — 2017-2019 Performance-Based RSUs”.
| Stock Awards | ||||||||||||||||||
|
Name
|
Restricted Stock Unit
|
Number of
|
Market Value of
|
Equity Incentive
|
Equity Incentive
|
|||||||||||||
|
Kevin P. Clark |
2/28/2017 |
|
12,587 |
|
$ |
1,195,387 |
|
|||||||||||
| 2/28/2018 | 18,311 | 1,738,996 | ||||||||||||||||
| 2/28/2019 | 32,448 | 3,081,587 | ||||||||||||||||
| 1/1/2018-12/31/2020 | 164,780 | $ | 15,649,157 | |||||||||||||||
|
1/1/2019-12/31/2021
|
|
194,688
|
|
|
18,489,519
|
|
||||||||||||
|
Joseph R. Massaro |
2/28/2017 |
|
2,519 |
|
|
239,229
|
|
|||||||||||
| 2/28/2018 | 4,579 | 434,868 | ||||||||||||||||
| 2/28/2018 | 2,198 | 208,744 | ||||||||||||||||
| 2/28/2019 | 9,272 | 880,562 | ||||||||||||||||
| 1/1/2018-12/31/2020 | 41,196 | 3,912,384 | ||||||||||||||||
|
1/1/2019-12/31/2021
|
|
55,626
|
|
|
5,282,801
|
|
||||||||||||
|
David Paja |
2/28/2017 |
|
1,857 |
|
|
176,359 |
|
|||||||||||
| 2/28/2017 | 10,140 | 962,996 | ||||||||||||||||
| 2/28/2018 | 2,747 | 260,883 | ||||||||||||||||
| 2/28/2019 | 5,100 | 484,347 | ||||||||||||||||
| 1/1/2018-12/31/2020 | 24,718 | 2,347,468 | ||||||||||||||||
|
1/1/2019-12/31/2021
|
|
30,594
|
|
|
2,905,512
|
|
||||||||||||
|
David M. Sherbin |
2/28/2017 |
|
1,857 |
|
|
176,359 |
|
|||||||||||
| 2/28/2018 | 2,656 | 252,240 | ||||||||||||||||
| 2/28/2018 | 1,100 | 104,467 | ||||||||||||||||
| 2/28/2019 | 4,637 | 440,376 | ||||||||||||||||
| 1/1/2018-12/31/2020 | 23,896 | 2,269,403 | ||||||||||||||||
|
1/1/2019-12/31/2021
|
|
27,814
|
|
|
2,641,496
|
|
||||||||||||
|
Mariya K. Trickett |
10/15/2018 |
|
2,497 |
|
|
237,140 |
|
|||||||||||
| 10/15/2018 | 3,824 | 363,165 | ||||||||||||||||
| 2/28/2019 | 3,802 | 361,076 | ||||||||||||||||
| 2/28/2019 (6) | 5,249 | 498,498 | ||||||||||||||||
| 1/1/2018-12/31/2020 | 22,460 | 2,133,026 | ||||||||||||||||
|
1/1/2019-12/31/2021
|
|
22,808
|
|
|
2,166,076
|
|
||||||||||||
| (1) |
To better understand the information in this table we included the time-based RSU award grant dates and the performance periods of our performance-based RSU awards. All unit amounts include dividend equivalents. |
| (2) |
This column shows the unvested time-based RSU awards as of December 31, 2019, which generally vest ratably on each of the first, second and third anniversaries of the grant date. |
| (3) |
The amount shown represents the market value of awards using a per share price of $94.97, the closing price of our stock on December 31, 2019. |
| (4) |
Performance-based RSUs presented at maximum performance levels. |
| (5) |
Of the awards reflected in this column, the 2018-2020 performance-based RSUs will be settled in early 2021 after the results for the three-year performance period are determined and the 2019-2021 performance-based RSUs will be settled in early 2022 after the results for the three-year performance period are determined. |
| (6) |
These RSUs vest in full on the second anniversary of the date of grant. |
36 APTIV PLC
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
2019 OPTION EXERCISES AND STOCK VESTED TABLE
The following table sets forth information regarding vested stock awards during 2019 for our NEOs. The value realized on vesting is based on the market price of the underlying shares on the date of vest.
| Stock Awards | ||||||||||
| Name |
Number of Shares Acquired on Vesting (#) (1) |
Value Realized on Vesting ($) (1) |
||||||||
|
Kevin P. Clark
|
|
212,317
|
|
$
|
19,781,806
|
|
||||
|
Joseph R. Massaro
|
|
44,792
|
|
|
4,149,884
|
|
||||
|
David Paja
|
|
39,803
|
|
|
3,622,851
|
|
||||
|
David M. Sherbin
|
|
32,219
|
|
|
2,992,545
|
|
||||
|
Mariya K. Trickett
|
|
3,132
|
|
|
260,301
|
|
||||
| (1) |
The shares and values listed in these columns include time-based RSUs that vested on February 28, 2019 and performance-based RSUs that were earned as of December 31, 2019, and settled on February 28, 2020. |
APTIV PLC 37
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
2019 NON-QUALIFIED DEFERRED COMPENSATION
2019 Non-Qualified Deferred Compensation
| Name |
Executive Contributions in Last FY ($) (1) |
Registrant Contributions in Last FY ($) (2) |
Aggregate Earnings in Last FY ($) (3) |
Aggregate
Withdrawals /
|
Aggregate Balance at Last FYE ($) |
|||||||||||||||
| Kevin P. Clark | $207,760 | $222,600 | $ | 415,695 | $ — | $ | 2,605,988 | |||||||||||||
| Joseph R. Massaro | 50,788 | 80,709 | 58,764 | — | 351,830 | |||||||||||||||
| David Paja | — | — | — | — | — | |||||||||||||||
| David M. Sherbin | 68,239 | 59,241 | 25,135 | 277,050 | 126,594 | |||||||||||||||
| Mariya K. Trickett | 30,217 | 39,508 | 4,445 | — | 74,170 | |||||||||||||||
| (1) |
All of our NEOs, except Mr. Paja who is not an eligible SRESP participant, elected to defer a portion of their salary and annual incentive awards as permitted under the SRESP. Each NEO’s total salary and annual incentive award, including these deferred amounts, is reported in the “2019 Summary Compensation Table”. |
| (2) |
Our contributions to the NEOs’ SRESP accounts, along with contributions to the qualified SRSP, are disclosed in the “All Other Compensation” column in the “2019 Summary Compensation Table”. |
| (3) |
Aggregate earnings represent change (including losses) in market value less any fee paid by the NEO, but none of these amounts are disclosed in the “2019 Summary Compensation Table”. |
| (4) |
The withdrawals of our NEOs were made in accordance with the deferral election process described in this section. |
APTIV PLC 39
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|
2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Potential Payments Upon Termination or Change in Control (continued)
APTIV PLC 41
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Potential Payments Upon Termination or Change in Control (continued)
Potential Payments upon Termination or Change in Control
| Termination Scenario | ||||||||||||||||||||||
| Name | Component |
Voluntary
Resignation / Retirement (If Eligible) (5)(6) |
Involuntary
(Not For Cause) or For Good Reason |
Involuntary
(For Cause) |
Change in
and Termination |
Death/Disability | ||||||||||||||||
|
Kevin P. Clark |
Cash Severance (1) |
$ |
— |
|
$ |
5,355,000 |
|
$ |
— |
|
$ |
10,710,000 |
|
$ |
— |
|
||||||
| Annual Incentive Plan (2) | 1,970,640 | 1,970,640 | — | 1,970,640 | 1,970,640 | |||||||||||||||||
| Long-Term Incentives — Time-Based Restricted Stock Units (3)(4) | — | 1,720,856 | — | 6,015,970 | 1,720,856 | |||||||||||||||||
| Long-Term Incentives — Performance- Based Restricted Stock Units (3)(4) | 10,758,107 | 15,821,148 | — | 27,827,445 | 15,821,148 | |||||||||||||||||
| Benefits Continuation | — | 24,144 | — | 61,322 | — | |||||||||||||||||
|
Total
|
|
12,728,747
|
|
|
24,891,788
|
|
|
—
|
|
|
46,585,377
|
|
|
19,512,644
|
|
|||||||
|
Joseph R. Massaro |
Cash Severance (1) |
|
— |
|
|
2,622,000 |
|
|
— |
|
|
3,496,000 |
|
|
— |
|
||||||
| Annual Incentive Plan (2) | 917,780 | 917,780 | — | 917,780 | 917,780 | |||||||||||||||||
| Long-Term Incentives — Time-Based Restricted Stock Units (3)(4) | — | 554,625 | — | 1,763,403 | 554,625 | |||||||||||||||||
| Long-Term Incentives — Performance- Based Restricted Stock Units (3)(4) | 2,151,640 | 3,417,496 | — | 6,749,233 | 3,417,496 | |||||||||||||||||
| Benefits Continuation | — | 13,817 | — | 23,795 | — | |||||||||||||||||
|
Total
|
|
3,069,420
|
|
|
7,525,718
|
|
|
—
|
|
|
12,950,211
|
|
|
4,889,901
|
|
|||||||
|
David Paja |
Cash Severance (1) |
|
— |
|
|
900,035 |
|
|
— |
|
|
2,220,086 |
|
|
— |
|
||||||
|
Annual Incentive Plan (2) |
444,351 | 444,351 | — | 444,351 | 444,351 | |||||||||||||||||
| Long-Term Incentives — Time-Based Restricted Stock Units (3)(4) | — | 1,058,251 | — | 1,884,585 | 1,058,251 | |||||||||||||||||
| Long-Term Incentives — Performance- Based Restricted Stock Units (3)(4) | 1,585,524 | 2,345,000 | — | 4,212,014 | 2,345,000 | |||||||||||||||||
|
Benefits Continuation |
— | — | — | — | — | |||||||||||||||||
|
Total
|
|
2,029,875
|
|
|
4,747,637
|
|
|
—
|
|
|
8,761,036
|
|
|
3,847,602
|
|
|||||||
|
David M. Sherbin |
Cash Severance (1) |
|
— |
|
|
1,729,950 |
|
|
— |
|
|
2,306,600 |
|
|
— |
|
||||||
|
Annual Incentive Plan (2) |
502,596 | 502,596 | — | 502,596 | 502,596 | |||||||||||||||||
| Long-Term Incentives — Time-Based Restricted Stock Units (3)(4) | — | 339,233 | — | 973,443 | 339,233 | |||||||||||||||||
| Long-Term Incentives — Performance- Based Restricted Stock Units (3)(4) | 1,585,524 | 2,319,833 | — | 4,040,974 | 2,319,833 | |||||||||||||||||
| Benefits Continuation | — | 24,144 | — | 40,881 | — | |||||||||||||||||
|
Total
|
|
2,088,120
|
|
|
4,915,756
|
|
|
—
|
|
|
7,864,494
|
|
|
3,161,662
|
|
|||||||
|
Mariya K. Trickett |
Cash Severance (1) |
|
— |
|
|
520,000 |
|
|
— |
|
|
1,820,000 |
|
|
— |
|
||||||
| Annual Incentive Plan (2) | 408,300 | 408,300 | — | 408,300 | 408,300 | |||||||||||||||||
| Long-Term Incentives — Time-Based Restricted Stock Units (3)(4) | — | 256,514 | — | 1,459,879 | 256,514 | |||||||||||||||||
| Long-Term Incentives — Performance- Based Restricted Stock Units (3)(4) | — | 734,309 | — | 2,149,551 | 734,309 | |||||||||||||||||
| Benefits Continuation | — | 6,783 | — | 11,554 | — | |||||||||||||||||
|
Total
|
|
408,300
|
|
|
1,925,906
|
|
|
—
|
|
|
5,849,284
|
|
|
1,399,123
|
|
|||||||
| (1) |
In the case of an involuntary not for cause termination or a termination for good reason, Messrs. Clark, Massaro and Sherbin 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. Mr. Paja is eligible for a severance payment equal to 1.5 times base salary and Ms. Trickett is eligible for a severance payment equal to 1 times base salary. In the case of a qualifying Change in Control termination, Mr. Clark is eligible to receive a severance payment equal 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, Paja and Sherbin and Ms. Trickett are eligible to receive a severance payment equal 2 times base salary, plus 2 times the value of the annual incentive plan target award. |
| (2) |
In all scenarios except a voluntary termination or an involuntary termination for cause, the NEO would receive a prorated annual incentive award. If the NEO voluntarily terminates employment, he or she must have worked on the last business day of the year in order to receive his or her annual incentive award; if not, 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 $94.97, the closing price of our stock on December 31, 2019. |
| (4) |
In the event of a qualifying termination within two years after a change in control the NEOs’ awards will vest as described under “Potential Payments Upon Termination or Change in Control - Long-Term Incentive Plan”. Also as described under “Potential Payments Upon Termination or Change in Control - Long-Term Incentive Plan”, if at the time of a change in control the NEOs do not receive replacement awards, their awards will vest upon the change in control regardless of whether their employment is terminated. The performance-based RSUs included represent a 100% payout of each award. |
| (5) |
In the event of a voluntary termination on December 31, 2019, each NEO would receive the value of their 2017 performance-based RSUs. |
| (6) |
As of December 31, 2019, Mr. Sherbin is the only NEO eligible to retire. |
42 APTIV PLC
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|
2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Potential Payments Upon Termination or Change in Control (continued)
APTIV PLC 43
Table of Contents
Table of Contents
Table of Contents
Table of Contents
|
2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
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%) of Aptiv ordinary shares (based on 255,288,240 ordinary shares outstanding at December 31, 2019), 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 February 24, 2020.
| Name and Address of Beneficial Owner |
Number of Shares Beneficially Owned |
Percent of Class | ||
|
T. Rowe Price Associates, Inc. (1) 100 E. Pratt Street Baltimore, MD 21202 |
37,407,598 | 14.6% | ||
|
The Vanguard Group, Inc. (2) 100 Vanguard Blvd. Malvern, PA 19355 |
23,551,425 | 9.22% | ||
|
BlackRock, Inc. (3) 55 East 52 nd Street New York, NY 10055 |
16,595,315 | 6.5% |
| (1) |
Represents ordinary shares beneficially owned by T. Rowe Price Associates, Inc. This information is based on a Schedule 13G/A filed with the SEC on February 14, 2020. |
| (2) |
Represents ordinary shares beneficially owned by The Vanguard Group, Inc. This information is based on a Schedule 13G/A filed with the SEC on February 12, 2020. |
| (3) |
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 5, 2020. |
APTIV PLC 47
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|
2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of February 24, 2020 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 February 24, 2020. 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 (1) |
Total |
Percent of
Class |
||||||||||
|
Directors |
||||||||||||||
|
Nancy E. Cooper |
|
1,585 |
|
|
2,059 |
|
|
3,644 |
|
* | ||||
|
Frank J. Dellaquila |
|
4,596 |
|
|
2,508 |
|
|
7,104 |
|
* | ||||
|
Nicholas M. Donofrio |
|
121,537 |
|
|
1,989 |
|
|
123,526 |
|
* | ||||
|
Rajiv L. Gupta |
|
31,939 |
|
|
4,922 |
|
|
36,861 |
|
* | ||||
|
Joseph L. Hooley |
|
— |
|
|
430 |
|
|
430 |
|
* | ||||
|
Sean O. Mahoney |
|
11,853 |
|
|
1,881 |
|
|
13,734 |
|
* | ||||
|
Paul M. Meister |
|
— |
|
|
2,395 |
|
|
2,395 |
|
* | ||||
|
Robert K. Ortberg |
|
953 |
|
|
1,881 |
|
|
2,834 |
|
* | ||||
|
Colin J. Parris |
|
2,336 |
|
|
1,881 |
|
|
4,217 |
|
* | ||||
|
Ana G. Pinczuk |
|
5,736 |
|
|
1,881 |
|
|
7,617 |
|
* | ||||
|
Lawrence A. Zimmerman |
|
17,770 |
|
|
1,989 |
|
|
19,759 |
|
* | ||||
|
Officers |
||||||||||||||
|
Kevin P. Clark |
|
551,353 |
|
|
213,186 |
|
|
764,539 |
|
* | ||||
|
Joseph R. Massaro |
|
30,264 |
|
|
46,231 |
|
|
76,495 |
|
* | ||||
|
David Paja |
|
6,962 |
|
|
41,714 |
|
|
48,676 |
|
* | ||||
|
David M. Sherbin |
|
32,792 |
|
|
32,452 |
|
|
65,244 |
|
* | ||||
|
Mariya K. Trickett |
|
2,210 |
|
|
4,436 |
|
|
6,646 |
|
* | ||||
|
Directors and Officers as a Group (18 Persons)
|
|
840,641
|
|
|
388,334
|
|
|
1,228,975
|
|
*
|
||||
| * |
Less than 1%. |
| (1) |
Includes dividend equivalent rights. |
48 APTIV PLC
Table of Contents
|
2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
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 General Counsel, 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 2019.
APTIV PLC 49
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Table of Contents
|
2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Other Information (continued)
APTIV PLC 51
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|
2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Other Information (continued)
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on April 23, 2020
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 http://www.edocumentview.com/APTV
52 APTIV PLC
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|
2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Adjusted Net Income and Adjusted Net Income per Share
| Year Ended December 31, | ||||||||||||
| (in millions, except per share amounts) | 2019 | 2018 | 2017 | |||||||||
|
Net income attributable to Aptiv |
$ | 990 | $ | 1,067 | $ | 1,355 | ||||||
|
Income from discontinued operations attributable to Aptiv, net of tax |
— | — | (334) | |||||||||
|
Income from continuing operations attributable to Aptiv |
990 | 1,067 | 1,021 | |||||||||
|
Adjusting items: |
||||||||||||
|
Restructuring |
148 | 109 | 129 | |||||||||
|
Transaction and related costs associated with acquisitions |
5 | 14 | 8 | |||||||||
|
Other acquisition and portfolio project costs |
71 | 78 | 28 | |||||||||
|
Asset impairments |
11 | 34 | 9 | |||||||||
|
Debt extinguishment costs |
6 | — | — | |||||||||
|
Reserve for Unsecured Creditors litigation |
— | — | 10 | |||||||||
|
Gain on changes in fair value of equity investments |
(19 | ) | — | — | ||||||||
|
Contingent consideration liability fair value adjustments |
— | 23 | (14) | |||||||||
|
Deferred compensation related to nuTonomy acquisition |
42 | 57 | 12 | |||||||||
|
Tax impact of U.S. tax reform enactment |
— | 29 | 55 | |||||||||
|
Tax impact of adjusting items (a) |
(18 | ) | (15 | ) | (15) | |||||||
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Adjusted net income attributable to Aptiv |
1,236 | 1,396 | 1,243 | |||||||||
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Weighted average number of diluted shares outstanding |
257.39 | 265.22 | 268.03 | |||||||||
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Diluted net income per share from continuing operations attributable to Aptiv |
3.85 | 4.02 | 3.81 | |||||||||
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Adjusted net income per share |
4.80 | 5.26 | 4.64 | |||||||||
| (a) |
Represents the income tax impacts of the adjustments made for 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, the impact of the intra-entity transfer of intellectual property of approximately $33 million during the year ended December 31, 2018, and the quarterly intra-period tax allocation impacts of approximately $27 million during the three months ended December 31, 2017 resulting from the effectiveness of the spin-off. |
APTIV PLC A-1
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2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Appendix A (continued)
Cash Flow Before Financing
| Year Ended December 31, | ||||||||||||
| (in millions) | 2019 | 2018 | 2017 | |||||||||
| Cash flows from operating activities: | ||||||||||||
|
Income from continuing operations |
$ | 1,009 | $ | 1,107 | $ | 1,063 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
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Depreciation and amortization |
717 | 676 | 546 | |||||||||
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Restructuring expense, net of cash paid |
29 | (26 | ) | 2 | ||||||||
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Working capital |
67 | (3 | ) | (243) | ||||||||
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Pension contributions |
(38 | ) | (48 | ) | (40) | |||||||
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Other, net |
(160 | ) | (66 | ) | (222) | |||||||
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Net cash provided by operating activities from continuing operations |
1,624 | 1,640 | 1,106 | |||||||||
| Cash flows from investing activities: | ||||||||||||
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Capital expenditures |
(781 | ) | (846 | ) | (698) | |||||||
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Cost of business acquisitions, net of cash acquired |
(334 | ) | (1,197 | ) | (324) | |||||||
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Cost of technology investments |
(10 | ) | (16 | ) | (50) | |||||||
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Settlement of derivatives |
— | (2 | ) | (28) | ||||||||
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Other, net |
14 | 13 | 7 | |||||||||
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Net cash used in investing activities from continuing operations |
(1,111 | ) | (2,048 | ) | (1,093) | |||||||
| Adjustment for the cost of business acquisitions, net of cash acquired | 334 | 1,197 | 324 | |||||||||
| Adjustment for settlement of derivatives related to business acquisitions | — | (4 | ) | — | ||||||||
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Cash flow before financing |
847 | 785 | 337 | |||||||||
A-2 APTIV PLC
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001CSN419B
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Annual Meeting Proxy Card
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q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
| A |
Proposals – The Board recommends a vote FOR all director nominees, and FOR Proposals 12 and 13. |
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1. |
Election of Directors: |
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| For | Against | Abstain | For | Against | Abstain | For | Against | Abstain |
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01 - Kevin P. Clark |
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☐ |
☐ |
02 - Nancy E. Cooper |
☐ |
☐ |
☐ |
03 - Nicholas M. Donofrio |
☐ |
☐ |
☐ |
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| 04 - Rajiv L. Gupta | ☐ | ☐ | ☐ | 05 - Joseph L. Hooley | ☐ | ☐ | ☐ | 06 - Sean O. Mahoney | ☐ | ☐ | ☐ | |||||||||||||||||||||
| 07 - Paul M. Meister | ☐ | ☐ | ☐ | 08 - Robert K. Ortberg | ☐ | ☐ | ☐ | 09 - Colin J. Parris | ☐ | ☐ | ☐ | |||||||||||||||||||||
| 10 - Ana G. Pinczuk | ☐ | ☐ | ☐ | 11 -Lawrence A. Zimmerman | ☐ | ☐ | ☐ | |||||||||||||||||||||||||
| For | Against | Abstain | For | Against | Abstain | |||||||||||||||||||||||||||
|
12. |
Proposal to re-appoint auditors, ratify independent public accounting firm and authorize the directors to determine the fees paid to the auditors. |
☐ |
☐ |
☐ |
13. |
Say-on-Pay - To approve, by advisory vote, executive compensation. |
☐ |
☐ |
☐ |
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| B |
Authorized Signatures – This section must be completed for your vote to be counted – Date and Sign Below |
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Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian or custodian, please give full title.
| Date (mm/dd/yyyy) – Please print date below. |
Signature 1 – Please keep signature within the box. |
Signature 2 – Please keep signature within the box. |
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1 U P X | + |
036SKB
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Small steps make an impact.
Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/APTV |
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q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
|
Proxy – Aptiv PLC
|
+ |
Proxy Solicited by Board of Directors for the Annual Meeting of Shareholders – April 23, 2020
David M. Sherbin, 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 23, 2020 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 12 and 13.
(Items to be voted appear on reverse side.)
| C |
Non-Voting Items |
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| Change of Address – Please print new address below. | Comments – Please print your comments below. | Meeting Attendance | ||||||||
| Mark box to the right if you plan to attend the Annual Meeting. |
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