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. )
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☒ | Definitive Proxy Statement | |
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☐ | 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)
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2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
To our Shareholders:
I am pleased to invite you to Aptiv PLCs Annual General Meeting of Shareholders to be held on Thursday, April 25, 2019, at 9:00 a.m. local time, at the Companys offices 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, 2018. These materials are also available on our website, aptiv.com.
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 25, 2019.
Sincerely,
Kevin P. Clark
President and Chief Executive Officer
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Notice of Annual General Meeting of Shareholders
Thursday, April 25, 2019 9:00 a.m. local time |
Aptiv PLC Offices 5 Hanover Quay Grand Canal Dock Dublin 2, Ireland |
Record Date The close of business February 28, 2019 |
Purpose of Meeting
Presenting the Companys accounts for the fiscal year ended December 31, 2018, together with the auditors reports on those accounts, to the shareholders at the Annual Meeting and passing the following resolutions, and to transact such other business as may properly come before the Annual Meeting. Resolutions 1 to 12 will be proposed as ordinary resolutions, and Resolution 13 will be proposed as an advisory, non-binding resolution:
| Ordinary Resolutions |
Election of Directors
1) | THAT Kevin P. Clark be re-elected as a director of the Company. |
2) | THAT Nancy E. Cooper be re-elected as a director of the Company. |
3) | THAT Frank J. Dellaquila be re-elected as a director of the Company. |
4) | THAT Nicholas M. Donofrio be re-elected as a director of the Company. |
5) | THAT Mark P. Frissora be re-elected as a director of the Company. |
6) | THAT Rajiv L. Gupta be re-elected as a director of the Company. |
7) | THAT Sean O. Mahoney be re-elected as a director of the Company. |
8) | THAT Robert K. Ortberg be elected as a director of the Company. |
9) | THAT Colin J. Parris be re-elected as a director of the Company. |
10) | THAT Ana G. Pinczuk be re-elected as a director of the Company. |
11) | THAT Lawrence A. Zimmerman be re-elected as a director of the Company. |
Auditors
12) | THAT Ernst & Young LLP be re-appointed as the auditors of the Company from the conclusion of this meeting until the conclusion of the Annual Meeting of the Company to be held in 2020, that the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for purposes of United States securities law reporting for the year ending December 31, 2019 be ratified and that the directors be authorized to determine the fees to be paid to the auditors. |
| Advisory, Non-Binding Resolution |
Executive Compensation
13) | THAT the Companys shareholders approve, on an advisory, non-binding basis, the compensation paid to the Companys named executive officers as disclosed in the Proxy Statement pursuant to the Securities and Exchange Commissions compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion. |
| Record Date |
You are entitled to vote only if you were a shareholder of Aptiv PLC at the close of business on February 28, 2019. 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.
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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 11, 2019.
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2019 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.
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2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
(Resolutions 1 to 11)
All of our current directors, other than Thomas W. Sidlik, who is retiring as of the Annual Meeting, are nominated for one-year terms to serve until the 2020 annual meeting, or until such directors earlier resignation, retirement or other termination of service. The Board extends its appreciation to Mr. Sidlik for his years of service, his many contributions and his thoughtful insight and advice.
The Board has nominated Mr. Ortberg for election as a director. Mr. Ortberg joined the Board on September 13, 2018. In recruiting Mr. Ortberg, the Nominating and Governance Committee retained a search firm to help identify director prospects, perform candidate outreach, assist in reference and background checks, and provide other related services. The recruiting process typically involves either the search firm or a member of the Nominating and Governance Committee contacting a prospect to gauge his or her interest and availability. A candidate will then meet with several members of the Board. The Nominating and Governance Committee and the search firm will contact references for the prospect. A background check is completed before a final recommendation is made to the Board to appoint a candidate to the Board.
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, Frissora, Gupta, Mahoney and Zimmerman was a member of the Board prior to the Companys initial public offering in 2011, and information included in this Proxy Statement as to each members tenure on our Board reflects that 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 Companys management.
Included in each director nominees biography below is an assessment of each nominees specific qualifications, attributes, skills and experience. Committee memberships listed below are as of the date of this Proxy Statement.
Kevin P. Clark
In March 2015, Mr. Clark became Aptivs President and Chief Executive Officer. In 2014, Mr. Clark was appointed Chief Operating Officer responsible for Aptivs 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 companys 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 bachelors degree in financial administration and a masters degree in finance from Michigan State University.
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Director since: March 2015
Committee Membership: None
Qualifications: Mr. Clark is a proven leader with demonstrated success in creating and implementing Aptivs business strategy. As our CEO and former CFO, Mr. Clark provides the Board significant strategic, financial and industry expertise.
Other Directorships: None Age: 56
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Election of Directors (continued)
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 masters degree in business administration from the Harvard Graduate School of Business. |
Director since: February 2018
Committee Membership: Audit Committee 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 Directorships: Brunswick Corporation, Guardian Life Insurance Company of America, The Mosaic Company and Teradata Corporation (2009-2017) Age: 65 | |
Frank J. Dellaquila
Mr. Dellaquila is the Senior Executive Vice President and Chief Financial Officer of Emerson Electric Co., a global technology and engineering company. He was appointed Senior Vice President and Chief Financial Officer in 2010 and promoted to Executive Vice President in 2012 and to Senior Executive Vice President in 2016. Prior to that time, he held other executive positions at Emerson, which he joined in 1991. Mr. Dellaquila received a bachelors degree in accounting from Fordham University and a masters degree in business administration from Columbia University. |
Director since: December 2017
Committee Membership: Audit Committee and Finance Committee
Qualifications: As a seasoned financial executive, with extensive global public company experience, Mr. Dellaquila provides the Board significant enterprise risk management and financial expertise.
Other Directorships: None Age: 62 | |
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Election of Directors (continued)
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 masters degree from Syracuse University. |
Director since: December 2009
Committee Membership: Finance Committee and Innovation and Technology Committee (Chair)
Qualifications: Mr. Donofrio brings to the Board executive management skills and significant technological expertise, providing us with valuable insight regarding technology and innovation strategies.
Other Directorships: Advanced Micro Devices, Inc. (2009-2018) and Bank of New York Mellon Corporation (1999-2017) Age: 73 | |
Mark P. Frissora
Mr. Frissora is the President and Chief Executive Officer of Caesars Entertainment Corporation, a casino entertainment company, a position he has held since July 2015. He joined Caesars in February 2015 as CEO Designate and a member of the board of directors. He previously served as the Chairman and CEO of Hertz Global Holdings, Inc. from 2006 to 2014. Prior to joining Hertz, Mr. Frissora served as Chairman and CEO of Tenneco, Inc. from 2000 to 2006. Mr. Frissora previously served for five years as a Vice President at Aeroquip-Vickers Corporation. From 1987 to 1991, he held various management positions at Philips N.V., including Director of Marketing and Director of Sales. Prior to Philips, he worked at General Electric Co. for ten years in brand management, marketing and sales. Mr. Frissora holds a bachelors degree from The Ohio State University and has completed advanced studies at both Babson College and the Thunderbird International School of Management.
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Director since: December 2009
Committee Membership: Compensation and Human Resources Committee (Chair) and Nominating and Governance Committee
Qualifications: Mr. Frissora contributes expertise in automotive operations, product development, marketing and sales. As the CEO of a global public company, Mr. Frissora also contributes talent development and strategic and financial management skills.
Other Directorships: Caesars Entertainment Corporation, Walgreens Boots Alliance, Inc. (2009-2015) and Hertz Global Holdings, Inc. (2006-2014) Age: 63 | |
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Election of Directors (continued)
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 masters degree in business administration with a concentration in Finance from Drexel University. |
Director since: November 2009
Committee Membership: Compensation and Human Resources Committee and Nominating and Governance Committee (Chair)
Qualifications: Mr. Guptas 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 Directorships: Arconic Inc., HP Inc. (formerly Hewlett Packard) (2009-2017), The Vanguard Group, Inc. (2001-2017) and Tyco International plc (2005-2016) Age: 73 | |
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. |
Director since: November 2009
Committee Membership: Finance Committee and Nominating and Governance Committee
Qualifications: Through his experience in investment banking and finance, and his investment acumen, Mr. Mahoney provides the Board with expertise in financial and business strategy, capital markets, financing, and mergers and acquisitions.
Other Directorships: Arconic Inc., Post-bankruptcy Board of Lehman Brothers Holdings Inc., Alcoa Inc. (2016), Cooper-Standard Holdings, Inc. (2015-2018) and Formula One Holdings (2014-2017) Age: 56 | |
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Election of Directors (continued)
Robert K. Ortberg
Robert K. (Kelly) Ortberg is the Chief Executive Officer of Collins Aerospace, a United Technologies company, a global leader in aviation and high-integrity solutions. Prior to his current position, he was the Chief Executive Officer of Rockwell Collins from August 2013 to December 2018 and served as President from September 2012 to December 2018. He served as Rockwell Collins Executive Vice President, Chief Operating Officer, Government Systems from February 2010 to September 2012 and as Executive Vice President, Chief Operating Officer, Commercial Systems from October 2006 to February 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. |
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 Directorships: Rockwell Collins, Inc. (2013-2018) Age: 58 | |
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 IBMs Power Systems business from 2010 to 2013. Dr. Parris received a bachelors degree in electrical engineering from Howard University, masters degrees in electrical engineering and computer science from the University of California, Berkeley, and a masters degree in management from Stanford University. He also received a doctorate in electrical engineering from the University of California, Berkeley. |
Director since: December 2017
Committee Membership: 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 Directorships: None Age: 57 | |
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Election of Directors (continued)
Ana G. Pinczuk
Ms. Pinczuk is the Senior Vice President, Chief Transformation 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, following positions as the President of Hewlett Packard Enterprises 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 masters degree in technology management from the University of Pennsylvania and a masters degree in software management from Carnegie Mellon University. Ms. Pinczuks broad and extensive 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. |
Director since: November 2016
Committee Membership: Audit Committee and Innovation and Technology Committee
Qualifications: Ms. Pinczuks 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 Directorships: KLATencor Corporation Age: 55 | |
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 IBMs 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 masters degree in business administration from Adelphi University. |
Director since: November 2009
Committee Membership: Audit Committee (Chair) 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 Directorships: Flextronics International Ltd., Brunswick Corporation (2006-2015), and Computer Sciences Corporation (2012-2014) Age: 76 |
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.
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2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Board and Governance Information
Size of Board |
12 | |
Number of Independent Directors |
11 | |
Mandatory Retirement Age |
75 | |
Non-Executive Chairman |
✓ | |
Annual Election of Directors |
✓ | |
Executive Sessions of Independent Directors at each Board Meeting |
✓ | |
Annual Regular Board and Committee Evaluations |
✓ | |
Independent Audit, Compensation and Human Resources and Nominating and Governance Committees |
✓ | |
Director Stock Ownership Guidelines |
✓ | |
Code of Ethical Business Conduct Applies to all Directors and Employees |
✓ |
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Board Practices (continued)
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Board Practices (continued)
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During 2018, the Board held eight in-person or telephonic regular meetings. All of our directors attended at least 75% of the Board and Committee meetings on which the director sits. In addition, all directors are expected to attend the Annual Meeting of Shareholders. In 2018, all directors were in attendance at the Annual Meeting.
Our Board has the following five committees: Audit; Compensation and Human Resources; Finance; Innovation and Technology; and Nominating and Governance. Committee charters are available on Aptivs website at aptiv.com by clicking on the tab Investors and then the caption Governance Documents under the heading Governance. Committee membership for 2018 is set forth below:
Audit | Compensation and Human Resources |
Finance | Innovation and Technology |
Nominating and Governance | |||||||||||||||||||||
Kevin P. Clark
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Nancy E. Cooper
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Frank J. Dellaquila
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Nicholas M. Donofrio
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Mark P. Frissora
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Rajiv L. Gupta
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Sean O. Mahoney
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Robert K. Ortberg
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Colin J. Parris
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Ana G. Pinczuk
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Thomas W. Sidlik
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M
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Lawrence A. Zimmerman
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C
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C
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C: Chairman
M: Member
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Board Committees (continued)
Committee | Primary Responsibilities | Number of Meetings in 2018 | ||||||
Audit | ||||||||
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 the Companys compliance programs and enterprise risk management program.
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Compensation and Human Resources | ||||||||
Responsible for the oversight of the Companys compensation philosophy and reviews and approves executive compensation for executive officers (including cash compensation, equity incentives and benefits). Responsible for oversight of management development and succession planning.
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Finance | ||||||||
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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Innovation and Technology | ||||||||
Responsible for assisting the Board in its oversight responsibilities relating to research and development, assessing engineering competencies, technological innovation and strategy.
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Nominating and Governance | ||||||||
Responsible for reviewing and recommending to the Board 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 Companys environmental, health and safety management programs.
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During 2018, Mr. Mahoney stepped down from the Audit Committee and joined the Nominating and Governance Committee. Upon her appointment to the Board in 2018, Ms. Cooper joined the Audit Committee and Innovation and Technology Committee. Upon his appointment to the Board in 2018, Mr. Ortberg joined the Compensation and Human Resources Committee and Innovation and Technology Committee. Given the timing of these changes, Mr. Mahoney was not a member of the Audit Committee at the time it approved the Report of the Audit Committee.
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COMPENSATION DISCUSSION AND ANALYSIS
The Compensation and Human Resources Committee (the Compensation Committee), composed entirely of independent directors, is responsible to the Board for executive compensation at Aptiv. The Compensation Committee, in consultation with management and its independent compensation consultant, oversees the Companys executive compensation philosophy and reviews and approves compensation for executive officers (including cash compensation, equity incentives and benefits).
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 2018 under those programs; and |
(3) | the key factors considered in making those decisions, including 2018 Company performance. |
For fiscal year 2018, the NEOs were:
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Kevin P. Clark |
President and Chief Executive Officer (CEO) | |
Joseph R. Massaro |
Senior Vice President and Chief Financial Officer (CFO) | |
Majdi B. Abulaban |
Senior Vice President and President, Signal and Power Solutions Segment, and Engineered Components Group | |
David Paja |
Senior Vice President and President, Advanced Safety and User Experience Segment | |
David M. Sherbin
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Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
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Aptivs 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
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More information
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We target executive compensation at our approximate peer group median and deliver compensation above or below this level as determined by performance.
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90% of 2018 total target annual compensation for the CEO is performance-based and 75% is granted in equity, while, on average, 79% of 2018 total target annual compensation for the other NEOs is performance-based and 60% is granted in equity.
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We use a structured goal-setting process for performance incentives, with multiple levels of review.
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NEOs annual incentives are based on achievement of Corporate, Segment and individual performance goals.
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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 Aptivs share price.
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We review and analyze our pay-for-performance alignment on an annual basis.
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Compensation Discussion and Analysis (continued)
Corporate Governance
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More information
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We disclose our performance metrics. |
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We actively engage with our shareholders by conducting regular meetings with our major shareholders to discuss governance and executive compensation matters. |
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We maintain share ownership guidelines for our NEOs and directors. |
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We maintain a reasonable severance practice with market appropriate post-employment provisions, as recommended by management and approved by the Compensation Committee.
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|
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
| ||
|
We do not have compensation programs that encourage imprudent risk. |
31
| ||
|
We devote focused time to leadership development and succession 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.
|
|
APTIV PLC 19
2019 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 2018 performance-based annual and long-term incentive plans for executives with these metrics:
20 APTIV PLC
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Compensation Discussion and Analysis (continued)
APTIV PLC 21
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Compensation Discussion and Analysis (continued)
22 APTIV PLC
2019 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 2018 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 median
|
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 which is 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 the performance period
|
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 Aptivs 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 (Plan names and Compensation section) |
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 |
APTIV PLC 23
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Compensation Discussion and Analysis (continued)
2018 Target Compensation Structure. The following table depicts 2018 target annual total direct compensation opportunities for the NEOs. However, 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 2018 Summary Compensation Table under the rules of the SEC. As such, this table should not be viewed as a substitute for the 2018 Summary Compensation Table.
Name | Base Salary ($)(1) |
Annual Incentive Target Award ($) |
Long-Term Incentive Plan Target Annual Award ($) |
Total ($) | ||||||||||||
Kevin P. Clark |
$ |
1,400,000 |
|
|
$2,100,000 |
|
$ |
10,000,000 |
|
$ |
13,500,000 |
| ||||
President and Chief Executive Officer | ||||||||||||||||
Joseph R. Massaro |
|
840,500 |
|
|
840,500 |
|
|
2,500,000 |
|
|
4,181,000 |
| ||||
Senior Vice President and Chief Financial Officer | ||||||||||||||||
Majdi B. Abulaban |
|
670,000 |
|
|
569,500 |
|
|
1,900,000 |
|
|
3,139,500 |
| ||||
Senior Vice President and President, Signal and Power Solutions Segment and Engineered Components Group |
||||||||||||||||
David Paja(2) |
|
607,700 |
|
|
516,545 |
|
|
1,500,000 |
|
|
2,624,245 |
| ||||
Senior Vice President and President, Advanced Safety and User Experience Segment |
||||||||||||||||
David M. Sherbin |
|
595,000 |
|
|
535,500 |
|
|
1,450,000 |
|
|
2,580,500 |
| ||||
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
|
(1) | Reflects base salary rates as of April 1, 2018. |
(2) | Mr. Paja is a Germany 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 1.18 Dollars to one Euro. The exchange rate used was calculated by averaging exchange rates for each calendar month in 2018. |
24 APTIV PLC
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Compensation Discussion and Analysis (continued)
APTIV PLC 25
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Compensation Discussion and Analysis (continued)
26 APTIV PLC
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Compensation Discussion and Analysis (continued)
APTIV PLC 27
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Compensation Discussion and Analysis (continued)
28 APTIV PLC
2019 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 | % | 27.0 | % | 30.3 | % | 35.5 | % | 31 | % | |||||||||||||||
Cumulative NI(2) | 25 | $ | 4,456 | $ | 4,954 | $ | 5,724 | $ | 5,517 | ||||||||||||||||
Relative Total Shareholder Return (TSR) | 25 | 30th%ile | 50th%ile | 90th%ile | 62nd%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 |
|
92,128 |
|
|
123,522 |
| ||||
Joseph R. Massaro |
|
15,785 |
|
|
21,163 |
| ||||
Majdi B. Abulaban |
|
19,152 |
|
|
25,679 |
| ||||
David M. Sherbin
|
|
12,364
|
|
|
16,578
|
|
(1) | Mr. Paja did not join Aptiv until 2017 and therefore was not a recipient of any long-term incentive awards in 2016. |
(2) | Includes accrued dividend equivalents and reflects equitable adjustments made in connection with the spin-off of Delphi Technologies PLC. |
Metric
|
Threshold
|
Target
|
Maximum
|
Actual
|
Total Number of
|
Actual Number of
| ||||||||||||||||||||||||
Relative TSR(2) |
|
30th%ile |
|
|
50th%ile |
|
|
90th%ile |
|
|
65th%ile |
|
|
42,496 |
|
|
61,937 |
|
(1) | Includes accrued dividend equivalents and reflects equitable adjustments made in connection with the spin-off of Delphi Technologies PLC. |
(2) | Relative TSR is measured by comparing the average closing price per share of the Companys ordinary shares for all available trading days in the fourth quarter of 2018 to the average closing price per share of the Companys ordinary shares for all available trading days in the fourth quarter of 2014, including the reinvestment of dividends, relative to the companies in Russell 3000 Auto Parts Index. |
APTIV PLC 29
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Compensation Discussion and Analysis (continued)
30 APTIV PLC
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Compensation Discussion and Analysis (continued)
APTIV PLC 31
2019 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, 2018.
Respectfully submitted,
Mark P. Frissora, Chairman
Rajiv L. Gupta
Robert K. Ortberg
32 APTIV PLC
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
2018 SUMMARY COMPENSATION TABLE
The table below sets forth specified information regarding the compensation of the individuals who served for 2018 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, 2018 (Majdi B. Abulaban, David Paja and David M. Sherbin).
Name and Principal Position
|
Year
|
Salary ($)(2)
|
Bonus ($)
|
Stock Awards
|
Non-Equity
|
Change
in
|
All
Other
|
Total ($)
|
||||||||||||||||||||||||
Kevin P. Clark(1) |
|
2018 |
|
$ |
1,375,000 |
|
$ |
10,643,793 |
|
$ |
1,827,000 |
|
$ |
|
|
$ |
277,310 |
|
$ |
14,123,103 |
| |||||||||||
President and Chief |
2017 | 1,275,000 | $ | | $ | 10,095,699 | 2,184,000 | | 245,648 | 13,800,347 | ||||||||||||||||||||||
Executive Officer
|
|
2016
|
|
|
1,175,000
|
|
|
|
|
|
7,044,063
|
|
|
1,962,000
|
|
|
|
|
|
185,729
|
|
|
10,366,792
|
| ||||||||
Joseph R. Massaro(1) |
|
2018 |
|
|
790,500 |
|
|
|
|
|
3,055,017 |
|
|
797,260 |
|
|
|
|
|
64,334 |
|
|
4,707,111 |
| ||||||||
Senior Vice President and Chief Financial Officer
|
|
2017 2016
|
|
|
619,125 539,717
|
|
|
|
|
|
2,019,136 1,206,913
|
|
|
766,740 540,688
|
|
|
|
|
|
46,872 31,995
|
|
|
3,451,873 2,319,313
|
| ||||||||
Majdi B. Abulaban |
|
2018 |
|
|
670,000 |
|
|
|
|
|
2,022,370 |
|
|
541,125 |
|
|
|
|
|
767,007 |
|
|
4,000,402 |
| ||||||||
Senior Vice President and President, Signal and
|
|
2017 2016
|
|
|
667,500 652,500
|
|
|
|
|
|
2,019,136 1,464,351
|
|
|
633,130 581,490
|
|
|
9,250
|
|
|
1,018,815 1,056,488
|
|
|
4,347,831 3,754,829
|
| ||||||||
David Paja(1) Senior Vice President and President,
|
|
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,
|
|
2018 2017
|
|
|
595,000 591,250
|
|
|
|
|
|
1,740,428 1,487,855
|
|
|
465,885 637,245
|
|
|
2,635
|
|
|
96,766 89,138
|
|
|
2,898,079 2,808,123
|
|
(1) | Messrs. Clark, Massaro and Paja received base salary increases in 2018. Mr. Clarks base salary increased to $1,400,000, Mr. Massaros base salary increased to $840,500 and Mr. Pajas base salary increased to $607,700. 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 1.18 Dollars to one Euro. The exchange rate used was calculated by averaging exchange rates for each calendar month in 2018. |
(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 2018. Total base salaries and annual incentive awards, including the deferred portions, are presented in this 2018 Summary Compensation Table. Contributions to the SRESP are displayed in the 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 2018 grant date for accounting purposes for the annual award was set at February 28, 2018, 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, 2018. 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 2018, the values in the Stock Awards column would be $17,233,971 for Mr. Clark; $4,702,582 for Mr. Massaro; $3,274,546 for Mr. Abulaban; $2,585,187 for Mr. Paja; and $2,696,062 for Mr. Sherbin. Refer to page 28 for a discussion of the valuation methodology used in 2016, 2017 and 2018, which impacted the award value reported in the Stock Awards column. |
(4) | The Non-Equity Incentive Plan Compensation column reflects payments made under our Annual Incentive Plan. |
(5) | Messrs. Abulaban and Sherbin were eligible to receive benefits under the SERP during 2018. From the applicable 2017 measurement date to the applicable 2018 measurement date, Mr. Abulaban experienced a negative aggregate change in actuarial present value of $(21,744) and Mr. Sherbin experienced a negative aggregate change in actuarial present value of $(2,109). No amount in this column represents above-market or preferential earnings on non-qualified deferred compensation. Although the SERP is a frozen program (see Pension Benefits section) with fixed measurement parameters, the year-over-year balances change because the NEOs age and the interest rates used to estimate the pension liability change each year. |
APTIV PLC 33
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
2018 Summary Compensation Table (continued)
(6) | Amounts reported in the All Other Compensation column for 2018 reflect the following: |
Name
|
Aptiv Contributions(a)
|
Life Insurance(b)
|
Expatriate Assignment(c)
|
Other(d)
|
Total
|
|||||||||||||||
Kevin P. Clark |
$ |
266,925 |
|
$ |
10,385 |
|
$ |
|
|
$ |
|
|
$ |
277,310 |
| |||||
Joseph R. Massaro |
|
62,290 |
|
|
2,044 |
|
|
|
|
|
|
|
|
64,334 |
| |||||
Majdi B. Abulaban |
|
96,360 |
|
|
4,928 |
|
|
631,613 |
|
|
34,106 |
|
|
767,007 |
| |||||
David Paja |
|
|
|
|
|
|
|
300,333 |
|
|
7,440 |
|
|
307,773 |
| |||||
David M. Sherbin
|
|
92,419
|
|
|
4,347
|
|
|
|
|
|
|
|
|
96,766
|
|
(a) | For NEOs other than Mr. Paja, this column reflects Aptivs 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 participants contributions to the program, up to a maximum of 7% of the participants base salary and annual incentive award. Additional details regarding the SRESP are provided in the 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 life insurance policy. |
(c) | Mr. Abulaban is on an expatriate assignment. The payment represented in this column for Mr. Abulaban includes: housing and living cost allowances of $126,709 and tax equalization payments totaling $504,904 to tax authorities in the United States, Germany and China on Mr. Abulabans behalf, in connection with his expatriate assignment. Mr. Paja receives certain expatriate benefits. The payment represented in this column for Mr. Paja includes: housing and Company-provided automobile of $80,825, education of $64,042 and tax equalization payments totaling $155,466 to tax authorities in Germany on Mr. Pajas behalf, in connection with his expatriate benefits. |
(d) | For Mr. Abulaban, this amount represents relocation expenses of $34,106; for Mr. Paja, this amount represents relocation expenses of $7,440. |
34 APTIV PLC
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
2018 GRANTS OF PLAN-BASED AWARDS
The table below sets forth the threshold, target and maximum award payout opportunities (or full award opportunity, as applicable) for plan-based awards that were granted to our NEOs in 2018.
Estimated Possible Payouts Under |
Estimated Future Payouts Under |
All Other
|
Grant Date
|
|||||||||||||||||||||||||||||||||
Name | Grant Date
|
Threshold
|
Target ($)
|
Maximum ($)
|
Threshold
|
Target
|
Maximum
|
|||||||||||||||||||||||||||||
Kevin P. Clark |
$ |
1,050,000 |
|
$ |
2,100,000 |
|
$ |
4,200,000 |
|
|||||||||||||||||||||||||||
2/28/2018 | 26,958 | $ | 2,462,074 | |||||||||||||||||||||||||||||||||
|
2/28/2018
|
|
|
40,436
|
|
|
80,871
|
|
|
161,742
|
|
|
8,181,719
|
| ||||||||||||||||||||||
Joseph R. Massaro |
|
420,250 |
|
|
840,500 |
|
|
1,681,000 |
|
|||||||||||||||||||||||||||
2/28/2018 | 6,740 | 615,564 | ||||||||||||||||||||||||||||||||||
2/28/2018 | 4,314 | (4) | 393,998 | |||||||||||||||||||||||||||||||||
|
2/28/2018
|
|
|
10,109
|
|
|
20,218
|
|
|
40,436
|
|
|
2,045,455
|
| ||||||||||||||||||||||
Majdi B. Abulaban |
|
284,750 |
|
|
569,500 |
|
|
1,139,000 |
|
|||||||||||||||||||||||||||
2/28/2018 | 5,122 | 467,792 | ||||||||||||||||||||||||||||||||||
|
2/28/2018
|
|
|
7,683
|
|
|
15,366
|
|
|
30,732
|
|
|
1,554,578
|
| ||||||||||||||||||||||
David Paja |
|
258,273 |
|
|
516,545 |
|
|
1,033,090 |
|
|||||||||||||||||||||||||||
2/28/2018 | 4,044 | 369,339 | ||||||||||||||||||||||||||||||||||
|
2/28/2018
|
|
|
6,066
|
|
|
12,131
|
|
|
24,262
|
|
|
1,227,293
|
| ||||||||||||||||||||||
David M. Sherbin |
|
267,750 |
|
|
535,500 |
|
|
1,071,000 |
|
|||||||||||||||||||||||||||
2/28/2018 | 3,909 | 357,009 | ||||||||||||||||||||||||||||||||||
2/28/2018 | 2,157 | (4) | 196,999 | |||||||||||||||||||||||||||||||||
|
2/28/2018
|
|
|
5,864
|
|
|
11,727
|
|
|
23,454
|
|
1,186,421 |
(1) | These columns show the threshold, target and maximum awards payable to our NEOs under the 2018 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 2018 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, 2018 through December 31, 2020. |
(3) | This column shows the number of time-based RSUs granted to our NEOs in 2018 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) | These awards represent grants of time-based RSUs, excluding dividend equivalents, granted to Mr. Massaro and Mr. Sherbin in 2018 in recognition of their contributions with respect to the spin-off of Delphi Technologies. These awards are pursuant to our Long-Term Incentive Plan and vest ratably over two years on the first and second anniversary dates 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, 2018 was $91.33. 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 $130.69 per share. |
Our NEOs are (or were) 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 Compensation Discussion and Analysis Target Annual Total Direct Compensation Mix.
APTIV PLC 35
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
2018 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The values displayed in the table below reflect each Aptiv NEOs outstanding long-term incentive awards as of December 31, 2018. The market values are calculated using a share price of $61.57, the December 31, 2018 closing price of our stock. The performance-based RSUs granted in 2017 and 2018, labeled with performance periods 1/1/2017-12/31/2019 and 1/1/2018-12/31/2020, are presented at the maximum level of performance. The amounts of time-based and performance-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 Compensation Discussion and Analysis 2016-2018 Performance-Based RSUs.
Stock Awards | |||||||||||||||||||||||||
Name
|
Restricted Stock Unit
|
Number of
|
Market Value of
|
Equity Incentive
|
Equity Incentive
| ||||||||||||||||||||
Kevin P. Clark |
2/28/2016 |
|
10,612 |
|
|
653,381 |
|
||||||||||||||||||
2/28/2017 | 24,900 | 1,533,093 | |||||||||||||||||||||||
2/28/2018 | 27,166 | 1,672,611 | |||||||||||||||||||||||
1/1/2017-12/31/2019 | 224,092 | $ | 13,797,344 | ||||||||||||||||||||||
1/1/2018-12/31/2020
|
|
162,986
|
|
|
10,035,048
|
| |||||||||||||||||||
Joseph R. Massaro |
2/28/2016 |
|
1,819 |
|
|
111,996 |
|
||||||||||||||||||
2/28/2017 | 4,983 | 306,803 | |||||||||||||||||||||||
2/28/2018 | 6,792 | 418,183 | |||||||||||||||||||||||
2/28/2018 | 4,348 | 267,706 | |||||||||||||||||||||||
1/1/2017-12/31/2019 | 44,818 | 2,759,444 | |||||||||||||||||||||||
1/1/2018-12/31/2020
|
|
40,748
|
|
|
2,508,854
|
| |||||||||||||||||||
Majdi B. Abulaban |
2/28/2016 |
|
2,207 |
|
|
135,885 |
|
||||||||||||||||||
2/28/2017 | 4,983 | 306,803 | |||||||||||||||||||||||
2/28/2018 | 5,162 | 317,824 | |||||||||||||||||||||||
1/1/2017-12/31/2019 | 44,818 | 2,759,444 | |||||||||||||||||||||||
1/1/2018-12/31/2020
|
|
30,970
|
|
|
1,906,823
|
| |||||||||||||||||||
David Paja |
2/28/2017 |
|
20,058 |
|
|
1,234,971 |
|
||||||||||||||||||
2/28/2017 | 3,671 | 226,023 | |||||||||||||||||||||||
2/28/2018 | 4,076 | 250,959 | |||||||||||||||||||||||
1/1/2017-12/31/2019 | 33,026 | 2,033,411 | |||||||||||||||||||||||
1/1/2018-12/31/2020
|
|
24,450
|
|
|
1,505,387
|
| |||||||||||||||||||
David M. Sherbin |
2/28/2016 |
|
1,425 |
|
|
87,737 |
|
||||||||||||||||||
2/28/2017 | 3,671 | 226,023 | |||||||||||||||||||||||
2/28/2018 | 3,940 | 242,586 | |||||||||||||||||||||||
2/28/2018 | 2,174 | 133,853 | |||||||||||||||||||||||
1/1/2017-12/31/2019 | 33,026 | 2,033,411 | |||||||||||||||||||||||
1/1/2018-12/31/2020
|
|
23,636
|
|
|
1,455,269
|
|
(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 shares include dividend equivalents. |
(2) | This column shows the unvested time-based RSU awards as of December 31, 2018, which RSUs 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 $61.57, the closing price of our stock on December 31, 2018. |
(4) | RSUs represent maximum performance levels. |
(5) | Of the awards reflected in this column, the 2017-2019 performance-based RSUs will be settled in early 2020 after the results for the three-year performance period are determined and the 2018-2020 performance-based RSUs will be settled in early 2021 after the results for the three-year performance period are determined. |
36 APTIV PLC
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
2018 OPTION EXERCISES AND STOCK VESTED TABLE
The following table sets forth information regarding vested stock awards during 2018 for our NEOs. The value realized on vesting is based on the market price of the underlying shares on the date of vest.
Stock Awards | ||||||||||
Name | Number of Shares Acquired on Vesting (#)(1) |
Value Realized on Vesting ($)(1) | ||||||||
Kevin P. Clark
|
|
157,329
|
|
$
|
10,739,221
|
| ||||
Joseph R. Massaro
|
|
26,746
|
|
|
1,820,602
|
| ||||
Majdi B. Abulaban(2)
|
|
138,873
|
|
|
8,757,989
|
| ||||
David Paja
|
|
11,711
|
|
|
1,087,640
|
| ||||
David M. Sherbin
|
|
21,398
|
|
|
1,467,463
|
|
(1) | The shares and values listed in these columns include time-based RSUs that vested on February 16, 2018 and February 28, 2018 and performance-based RSUs that were earned as of December 31, 2018, and settled on February 28, 2019. |
(2) | For Mr. Abulaban, also includes time-based continuity RSUs that vested on December 31, 2018 and performance-based continuity RSUs that were earned as of December 31, 2018 and settled on February 28, 2019. |
APTIV PLC 37
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
NON-QUALIFIED DEFERRED COMPENSATION
2018 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 | $229,880 | $246,300 | $(120,722 | ) | $ | $ | 1,759,933 | |||||||||||||
Joseph R. Massaro | | 51,290 | (14,708 | ) | | 161,569 | ||||||||||||||
Majdi B. Abulaban | 71,969 | 77,110 | (15,572 | ) | 265,652 | 199,953 | ||||||||||||||
David Paja | | | | | | |||||||||||||||
David M. Sherbin | 76,580 | 71,793 | (20,645 | ) | 52,088 | 251,029 | ||||||||||||||
(1) | All of our NEOs, except Mr. Paja who is not an eligible SRESP participant, and Mr. Massaro, elected to defer a portion of their salary and annual incentive awards as permitted under the SRESP. Each NEOs total salary and annual incentive award, including these deferred amounts, is reported in the 2018 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 2018 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 2018 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
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Potential Payments Upon Termination or Change in Control (continued)
APTIV PLC 41
2019 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 / (If Eligible)(5)(6) |
Involuntary (Not For Cause) or For |
Involuntary (For Cause) |
Change in Control and Termination |
Death/Disability | |||||||||||||||||||||
Kevin P. Clark |
Cash Severance(1) |
$ | | $ | 5,250,000 | $ | | $ | 10,500,000 | $ | | ||||||||||||||||
Annual Incentive Plan(2) | 1,827,000 | 1,827,000 | | 1,827,000 | 1,827,000 | ||||||||||||||||||||||
Long-Term Incentives Time-Based Restricted Stock Units(3)(4) | | 1,183,314 | | 3,859,084 | 1,183,314 | ||||||||||||||||||||||
Long-Term Incentives Performance- Based Restricted Stock Units(3)(4) | 5,879,750 | 10,343,637 | | 17,795,947 | 10,343,637 | ||||||||||||||||||||||
Benefits Continuation | | | | 61,165 | | ||||||||||||||||||||||
Total
|
|
7,706,750
|
|
|
18,603,951
|
|
|
|
|
|
34,043,196
|
|
|
13,353,951
|
| ||||||||||||
Joseph R. Massaro |
Cash Severance(1) |
| 2,521,500 | | 3,362,000 | | |||||||||||||||||||||
Annual Incentive Plan(2) | 797,260 | 797,260 | | 797,260 | 797,260 | ||||||||||||||||||||||
Long-Term Incentives Time-Based Restricted Stock Units(3)(4) | | 221,221 | | 1,104,689 | 221,221 | ||||||||||||||||||||||
Long-Term Incentives Performance- Based Restricted Stock Units(3)(4) | 1,007,408 | 1,900,174 | | 3,641,558 | 1,900,174 | ||||||||||||||||||||||
Benefits Continuation | | | | 23,498 | | ||||||||||||||||||||||
Total
|
|
1,804,668
|
|
|
5,440,155
|
|
|
|
|
|
8,929,005
|
|
|
2,918,655
|
| ||||||||||||
Majdi B. Abulaban |
Cash Severance(1) |
|
|
|
|
1,859,250 |
|
|
|
|
|
2,479,000 |
|
|
|
| |||||||||||
Annual Incentive Plan(2) |
541,025 | 541,025 | | 541,025 | 541,025 | ||||||||||||||||||||||
Long-Term Incentives Time-Based Restricted Stock Units(3)(4) | | 2,997,043 | | 3,516,386 | 2,997,043 | ||||||||||||||||||||||
Long-Term Incentives Performance- Based Restricted Stock Units(3)(4) | 4,871,049 | 4,871,049 | | 6,311,418 | 4,871,049 | ||||||||||||||||||||||
Benefits Continuation |
| | | 10,348 | | ||||||||||||||||||||||
Total
|
|
5,412,074
|
|
|
10,268,367
|
|
|
|
|
|
12,858,177
|
|
|
8,409,117
|
| ||||||||||||
David Paja |
Cash Severance(1) |
|
|
|
|
607,700 |
|
|
|
|
|
2,248,490 |
|
|
|
| |||||||||||
Annual Incentive Plan(2) |
488,171 | 488,171 | | 488,171 | 488,171 | ||||||||||||||||||||||
Long-Term Incentives Time-Based Restricted Stock Units(3)(4) | | 608,804 | | 1,711,954 | 608,804 | ||||||||||||||||||||||
Long-Term Incentives Performance- Based Restricted Stock Units(3)(4) | | 657,876 | | 1,769,399 | 657,876 | ||||||||||||||||||||||
Benefits Continuation | | | | | | ||||||||||||||||||||||
Total
|
|
488,171
|
|
|
2,362,551
|
|
|
|
|
|
6,218,014
|
|
|
1,754,851
|
| ||||||||||||
David M. Sherbin |
Cash Severance(1) |
|
|
|
|
1,695,750 |
|
|
|
|
|
2,261,000 |
|
|
|
| |||||||||||
Annual Incentive Plan(2) | 465,885 | 465,885 | | 465,885 | 465,885 | ||||||||||||||||||||||
Long-Term Incentives Time-Based Restricted Stock Units(3)(4) | | 167,347 | | 690,200 | 167,347 | ||||||||||||||||||||||
Long-Term Incentives Performance- Based Restricted Stock Units(3)(4) | 1,446,957 | 1,446,957 | | 2,533,421 | 1,446,957 | ||||||||||||||||||||||
Benefits Continuation | | | | 40,777 | | ||||||||||||||||||||||
Total
|
|
1,912,842
|
|
|
3,775,939
|
|
|
|
|
|
5,991,282
|
|
|
2,080,189
|
|
(1) | In the case of an involuntary not for cause termination or a termination for good reason, Messrs. Clark, Massaro, Abulaban 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 to 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, Abulaban, Paja and Sherbin 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 must have worked on the last business day of the year in order to receive his 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 $61.57, the closing price of our stock on December 31, 2018. |
(4) | In the event of a qualifying termination within two years after a change in control the NEOs awards will vest as described under Long-Term Incentive Plan. Also as described under 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, 2018, each NEO would receive the value of their 2016 performance-based RSUs. |
(6) | As of December 31, 2018, Mr. Abulaban and Mr. Sherbin are the only NEOs eligible to retire. |
42 APTIV PLC
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Potential Payments Upon Termination or Change in Control (continued)
APTIV PLC 43
2019 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 Securities Exchange Act of 1934, as amended, we know to be the beneficial owners of more than five percent (5%) of Aptiv ordinary shares (based on 259,991,022 ordinary shares outstanding at December 31, 2018), 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 28, 2019.
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 |
40,382,566 | 15.3% | ||
The Vanguard Group, Inc.(2) 100 Vanguard Blvd. Malvern, PA 19355 |
23,371,928 | 8.87% | ||
BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10055 |
16,595,341 | 6.3% |
(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, 2019. |
(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 11, 2019. |
(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 4, 2019. |
APTIV PLC 47
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of February 28, 2019 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 a right to acquire currently or within 60 days of February 28, 2019. 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 Beneficially Owned |
Percent of Class | ||||||||
Kevin P. Clark(1) |
551,350 | * | ||||||||
Joseph R. Massaro(1) |
33,064 | * | ||||||||
Majdi B. Abulaban(1) |
125,580 | * | ||||||||
Nancy E. Cooper |
1,838 | * | ||||||||
Frank J. Dellaquila(2) |
4,837 | * | ||||||||
Nicholas M. Donofrio(2) |
121,805 | * | ||||||||
Mark P. Frissora(2) |
5,880 | * | ||||||||
Rajiv L. Gupta(2) |
32,589 | * | ||||||||
Sean O. Mahoney(2) |
12,729 | * | ||||||||
David Paja(1) |
6,962 | * | ||||||||
Robert K. Ortberg(2) |
1,096 | * | ||||||||
Colin J. Parris(2) |
2,587 | * | ||||||||
Ana G. Pinczuk(2) |
6,143 | * | ||||||||
David M. Sherbin(1) |
58,431 | * | ||||||||
Thomas W. Sidlik(2) |
12,416 | * | ||||||||
Lawrence A. Zimmerman(2) |
18,065 | * | ||||||||
Officers and directors as a group (19 persons)
|
|
1,023,789
|
|
|
*
|
|
* | Less than 1%. |
(1) | Each of our executive officers employed by Aptiv at the time of grant, including named executive officers, received RSUs in 2017, 2018 and 2019 that represent a right to receive one ordinary share pursuant to the Long-Term Incentive Plan. These unvested RSUs are not included in the table above because such shares are not issuable within 60 days. |
(2) | Each of the non-employee directors received RSUs as set forth below that represent a right to receive one ordinary share pursuant to the Long-Term Incentive Plan. These RSUs vest in full on April 24, 2019 and are included in the Security Ownership of Management table. In addition, each RSU granted has a dividend equivalent attached to it, which will convert to shares upon the vesting of the underlying RSU on April 24, 2019. Such dividend equivalents are included in the table. |
Name of Beneficial Owner | Number of RSUs | |
Nancy E. Cooper |
1,838 | |
Frank J. Dellaquila |
1,838 | |
Nicholas M. Donofrio |
1,942 | |
Mark P. Frissora |
1,978 | |
Rajiv L. Gupta |
4,624 | |
Sean O. Mahoney |
1,838 | |
Robert K. Ortberg |
1,085 | |
Colin J. Parris |
1,838 | |
Ana G. Pinczuk |
3,064 | |
Thomas W. Sidlik |
1,838 | |
Lawrence A. Zimmerman
|
2,116
|
48 APTIV PLC
2019 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 Companys 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 reportable related party transactions were identified during 2018.
APTIV PLC 49
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Other Information (continued)
APTIV PLC 51
2019 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 25, 2019
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
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Reconciliation of Non-GAAP Financial Measures
The tables below present a reconciliation of each non-GAAP financial measure to GAAP:
Adjusted Net Income and Adjusted Net Income per share:
Year Ended December 31, | ||||||||||||
(in millions, except per share amounts) | 2018 | 2017 | 2016 | |||||||||
Net income attributable to Aptiv |
$ | 1,067 | $ | 1,355 | $ | 1,257 | ||||||
Income from discontinued operations attributable to Aptiv, net of tax |
| (334 | ) | (423) | ||||||||
Income from continuing operations attributable to Aptiv |
1,067 | 1,021 | 834 | |||||||||
Adjusting items: |
||||||||||||
Restructuring |
109 | 129 | 167 | |||||||||
Transaction and related costs associated with acquisitions |
14 | 8 | | |||||||||
Other acquisition and portfolio project costs |
78 | 28 | 57 | |||||||||
Asset impairments |
34 | 9 | 1 | |||||||||
Debt extinguishment costs |
| | 73 | |||||||||
Reserve for Unsecured Creditors litigation |
| 10 | 300 | |||||||||
(Gain) loss on business divestitures, net |
| | (141) | |||||||||
Contingent consideration liability fair value adjustments |
23 | (14 | ) | 3 | ||||||||
Deferred compensation related to nuTonomy acquisition |
57 | 12 | | |||||||||
Tax impact of U.S. tax reform enactment |
29 | 55 | | |||||||||
Tax impact of adjusting items(a) |
(15 | ) | (15 | ) | (70) | |||||||
Adjusted net income attributable to Aptiv |
1,396 | 1,243 | 1,224 | |||||||||
Weighted average number of diluted shares outstanding |
265.22 | 268.03 | 273.70 | |||||||||
Diluted net income per share from continuing operations attributable to Aptiv |
4.02 | 3.81 | 3.05 | |||||||||
Adjusted net income per share |
5.26 | 4.64 | 4.47 |
(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, 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 and the elimination of the net impact of deferred tax asset valuation allowance changes in estimates of $15 million of valuation allowances recorded during the three months ended December 31, 2016. |
APTIV PLC A-1
2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT |
Appendix A (continued)
Cash Flow Before Financing:
Year Ended December 31, | ||||||||||||
(in millions) | 2018 | 2017 | 2016 | |||||||||
Cash flows from operating activities: | ||||||||||||
Income from continuing operations |
$ | 1,107 | $ | 1,063 | $ | 868 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization |
676 | 546 | 489 | |||||||||
Restructuring expense, net of cash paid |
(26 | ) | 2 | 77 | ||||||||
Working capital |
(3 | ) | (243 | ) | (217) | |||||||
Pension contributions |
(48 | ) | (40 | ) | (43) | |||||||
Other, net |
(66 | ) | (222 | ) | 320 | |||||||
Net cash provided by operating activities from continuing operations |
1,640 | 1,106 | 1,494 | |||||||||
Cash flows from investing activities: | ||||||||||||
Capital expenditures |
(846 | ) | (698 | ) | (657) | |||||||
Net proceeds from divestiture of Thermal discontinued operations |
| | 48 | |||||||||
Net proceeds from business divestitures |
| | 197 | |||||||||
Cost of business acquisitions, net of cash acquired |
(1,197 | ) | (324 | ) | (15) | |||||||
Cost of technology investments |
(16 | ) | (50 | ) | (3) | |||||||
Settlement of derivatives |
(2 | ) | (28 | ) | (1) | |||||||
Other, net |
13 | 7 | 19 | |||||||||
Net cash used in investing activities from continuing operations |
(2,048 | ) | (1,093 | ) | (412) | |||||||
Adjustment for net proceeds from divestiture of Thermal discontinued operations | | | (48) | |||||||||
Adjustment for net proceeds from divestiture of Mechatronics business | | | (197) | |||||||||
Adjustment for the cost of business acquisitions, net of cash acquired | 1,197 | 324 | 15 | |||||||||
Adjustment for settlement of derivatives related to business acquisition | (4 | ) | | 15 | ||||||||
Cash flow before financing |
785 | 337 | 867 |
A-2 APTIV PLC
001CSN39C2
Annual Meeting Proxy Card
|
|
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. |
1. |
Election of Directors: |
|||||||||||||||||||||||||||||||
For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | + | |||||||||||||||||||||||
01 - Kevin P. Clark |
☐ |
☐ |
☐ |
02 - Nancy E. Cooper |
☐ |
☐ |
☐ |
03 - Frank J. Dellaquila |
☐ |
☐ |
☐ |
|||||||||||||||||||||
04 - Nicholas M. Donofrio | ☐ | ☐ | ☐ | 05 - Mark P. Frissora | ☐ | ☐ | ☐ | 06 - Rajiv L. Gupta | ☐ | ☐ | ☐ | |||||||||||||||||||||
07 - Sean O. Mahoney | ☐ | ☐ | ☐ | 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. |
☐ |
☐ |
☐ |
B | Authorized Signatures This section must be completed for your vote to be counted Date and Sign Below |
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. | ||||||||||
/ / |
02ZHHB
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Proxy Aptiv PLC
|
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Proxy Solicited by Board of Directors for the Annual Meeting of Shareholders April 25, 2019
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 25, 2019 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 |
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. | ☐ | |||||||||