Not independent
Tenure on this board
11.3 yrs
Also a director at
United Parcel Service Inc (UPS)Versigent PLC (VGNT)
11 nominees · 13 ballot items.
Election of 11 directors; reappointment and ratification of Ernst & Young LLP as auditors and authorization for directors to set fees; and an advisory, non-binding vote to approve the compensation of the Company’s named executive officers (say-on-pay).
Elect Kevin P. Clark to serve as a director until the 2027 annual meeting.
Elect Håkan Agnevall to serve as a director until the 2027 annual meeting.
Elect Nancy E. Cooper to serve as a director until the 2027 annual meeting.
Elect Joseph L. (Jay) Hooley to serve as a director until the 2027 annual meeting.
Elect Vasumati P. (Vasu) Jakkal to serve as a director until the 2027 annual meeting.
Elect Merit E. Janow to serve as a director until the 2027 annual meeting.
Elect Sean O. Mahoney to serve as a director until the 2027 annual meeting.
Elect Paul M. Meister to serve as a director until the 2027 annual meeting.
Elect Robert K. (Kelly) Ortberg to serve as a director until the 2027 annual meeting.
Elect Colin J. Parris to serve as a director until the 2027 annual meeting.
Elect Ana G. Pinczuk to serve as a director until the 2027 annual meeting.
Re-appoint Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026 and authorize the directors to determine the fees to be paid to the auditors.
An advisory, non-binding vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis and compensation tables.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s named executive officer compensation as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis and supporting tables. Management is seeking shareholder approval to validate its pay-for-performance philosophy, which emphasizes a high proportion of at-risk and equity-based pay tied to multi-year performance metrics (notably Average ROIC and Software and Adjacent Market Revenue) and annual incentives weighted between revenue, adjusted operating income, and strategic results. The proposal comes in the context of Aptiv’s strategic transformation toward software and adjacent markets and the planned spin-off of its Electrical Distribution Systems business, which has influenced compensation design changes to align incentives with the Company’s long-term growth objectives. The Board’s recommendation to vote FOR is premised on the Compensation Committee’s view that the program balances short- and long-term incentives, contains robust governance features (clawbacks, stock ownership guidelines, no hedging/pledging, external consultant review) and that the 2025 pay outcomes reflect performance while preserving shareholder alignment. Management also highlights that the Compensation Committee adjusted metrics in 2025 to better align annual and long-term incentives, added software revenue as a long-term metric, and retained relative TSR as a modifier to validate performance against peers. The advisory nature of the vote means it will not bind the Company, but the Board commits to carefully consider the outcome in making future compensation decisions and in engaging with shareholders. While the Company reported strong operational results in 2025 (record revenue and adjusted EBITDA), absolute share price performance has attenuated realized pay outcomes for certain executives, which the Compensation Committee notes in assessing alignment. A sophisticated assessment should weigh the program’s emphasis on multi-year performance metrics and governance safeguards against potential retention-driven award sizing and the complexities introduced by the spin-off transaction when evaluating shareholder value alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.55% | 13,862,462 | $963M |
| 2 | STATE STREET CORP | 4.63% | 9,795,188 | $680M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.26% | 9,022,989 | $627M |
| 4 | BlackRock, Inc. | 3.23% | 6,832,591 | $474M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.43% | 5,139,560 | $301M |
| 6 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 2.25% | 4,766,704 | $331M |
| 7 | Impax Asset Management Group plc | 2.17% | 4,591,538 | $319M |
| 8 | BlackRock, Inc. | 2.14% | 4,533,893 | $315M |
| 9 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 1.62% | 3,421,031 | $238M |
| 10 | Invesco Ltd. | 1.51% | 3,187,614 | $221M |
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