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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

In accordance with SEC rules, the following table sets forth information with respect to how the compensation of our NEOs aligns with Company performance.

 

 

 

 

 

 

 

 

Value of Initial Fixed $100
Investment Based On:

 

 

 

 

Year(1)
(a)

Summary
Compensation
Table Total
for PEO
($)
(b)

 

Compensation
Actually Paid
to PEO
($)
(2)(3)(4)
(c)

 

Average Summary
Compensation
Table Total
 for non-PEO NEOs
($)
(d)

 

Average
Compensation
Actually Paid
to non-PEO NEOs
($)
(2)(3)(4)
(e)

 

Total
Shareholder
Return
($)
(5)
(f)

 

Peer Group
Total
 Shareholder
Return
($)
(5)
(g)

 

Net Income
($ millions)
(6)
(h)

 

Adjusted
Net Income
($ millions)
(7)
(i)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2024

18,758,050

 

9,584,557

 

9,959,438

 

7,957,099

 

63.84

 

434.04

 

1,787

 

1,607

2023

18,000,136

 

16,072,614

 

9,691,458

 

8,388,279

 

94.70

 

296.83

 

2,938

 

1,376

2022

16,206,621

 

(3,338,551)

 

5,880,152

 

3,091,630

 

98.30

 

183.92

 

594

 

967

2021

14,744,780

 

20,823,184

 

4,899,559

 

6,122,511

 

174.11

 

433.35

 

590

 

868

2020

31,267,329

 

32,047,839

 

6,747,057

 

6,881,294

 

137.52

 

291.17

 

1,804

 

646

 

(1)
NEOs included in the above compensation columns reflect the following:

 

Year

 

Principal Executive Officer (“PEO”)

 

Non-PEO NEOs

 

 

 

 

 

2024

 

Kevin P. Clark

 

Varun Laroyia, Joseph R. Massaro, Javed A. Khan, Joseph T. Liotine, Obed D. Louissaint

2023

 

Kevin P. Clark

 

Joseph R. Massaro, William T. Presley, Obed D. Louissaint, Benjamin Lyon, Katherine H. Ramundo

2022

 

Kevin P. Clark

 

Joseph R. Massaro, Benjamin Lyon, William T. Presley, Sophia M. Velastegui

2021

 

Kevin P. Clark

 

Joseph R. Massaro, William T. Presley, Katherine H. Ramundo, Mariya K. Trickett

2020

 

Kevin P. Clark

 

Joseph R. Massaro, David Paja, David M. Sherbin, Mariya K. Trickett

 

(2)
Fair value or change in fair value, as applicable, of equity awards in the “Actually Paid” columns was determined by reference to (1) for RSU awards (excluding TSR awards and other performance-based awards), the closing price on each applicable year-end date or, in the case of vesting dates, the actual vesting date closing price, (2) for performance-based RSU awards (excluding TSR awards), the same valuation methodology as RSU awards above except that year-end award values are adjusted by the projected probability of achievement of each award as of each such date, and (3) for TSR-based awards, the fair value calculated by a Monte Carlo simulation as of the applicable year-end date.
(3)
For the portion of “Actually Paid” compensation that is based on year-end stock prices, the following prices were used: 2024: $60.48 (33% decrease from prior year), 2023: $89.72 (4% reduction from prior year), 2022: $93.13 (44% reduction from prior year), 2021: $164.95 (27% increase from prior year), 2020: $130.29 (38% increase from prior year).
(4)
“Compensation Actually Paid” to our PEO and the average “Compensation Actually Paid” to non-PEO NEOs reflects adjustments from total compensation reported in the Summary Compensation Table (see reconciliation below).

 

 

 

PEO ($)

 

Average
Non-PEO
NEOs ($)

 

 

 

 

 

 

 

 

 

 

 

 

Total Reported in 2024 Summary Compensation Table (SCT)

 

18,758,050

 

9,959,438

+

Fair value of equity awards granted during the fiscal year 2024

 

(14,502,615)

 

(7,236,256)

+

Year-end fair value of equity awards granted during the fiscal year 2024

 

12,005,572

 

6,313,579

 

 

 

 

 

 

+

Change in fair value from end of prior fiscal year 2023 to end of current fiscal year 2024 for awards made in prior fiscal years that were unvested at end of current fiscal year 2024

 

(5,852,978)

 

(958,608)

 

 

 

 

 

 

+

Change in fair value from end of fiscal year 2023 to vesting date, for awards made in prior fiscal years that vested during current fiscal year 2024

 

(823,472)

 

(121,054)

Total Adjustments

 

(9,173,493)

 

(2,002,339)

Compensation Actually Paid for Fiscal Year 2024

 

9,584,557

 

7,957,099

 

(5)
Peer group TSR reflects the Company’s 2024 Automotive Peer Group ("Russell 3000 Automobiles and Parts Sector") as reflected in our 2024 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. Each year reflects what the cumulative value of a $100 investment would be, including reinvestment of dividends.
(6)
The year ended December 31, 2023 includes a $2.1 billion deferred tax benefit recognized from the Company’s initiation of changes to its corporate entity structure, including intercompany transfers of intellectual property and other related transactions, as further discussed in Note 14 of our 2024 Annual Report on Form 10-K. The year ended December 31, 2020 includes a pre-tax gain of $1.4 billion for the completion of the Motional autonomous driving joint venture, as further discussed in Note 20 of our 2022 Annual Report on Form 10-K.
(7)
Adjusted Net Income was selected by the Compensation Committee as the Company-Selected Measure (“CSM”). It is a non-GAAP measure which represents net income attributable to Aptiv before restructuring and other special items, including the tax impact thereon. Appendix A contains a reconciliation of Adjusted Net Income to U.S. GAAP Net Income.
       
Company Selected Measure Name Adjusted Net Income        
Named Executive Officers, Footnote
(1)
NEOs included in the above compensation columns reflect the following:

 

Year

 

Principal Executive Officer (“PEO”)

 

Non-PEO NEOs

 

 

 

 

 

2024

 

Kevin P. Clark

 

Varun Laroyia, Joseph R. Massaro, Javed A. Khan, Joseph T. Liotine, Obed D. Louissaint

2023

 

Kevin P. Clark

 

Joseph R. Massaro, William T. Presley, Obed D. Louissaint, Benjamin Lyon, Katherine H. Ramundo

2022

 

Kevin P. Clark

 

Joseph R. Massaro, Benjamin Lyon, William T. Presley, Sophia M. Velastegui

2021

 

Kevin P. Clark

 

Joseph R. Massaro, William T. Presley, Katherine H. Ramundo, Mariya K. Trickett

2020

 

Kevin P. Clark

 

Joseph R. Massaro, David Paja, David M. Sherbin, Mariya K. Trickett

       
Peer Group Issuers, Footnote Peer group TSR reflects the Company’s 2024 Automotive Peer Group ("Russell 3000 Automobiles and Parts Sector") as reflected in our 2024 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. Each year reflects what the cumulative value of a $100 investment would be, including reinvestment of dividends        
PEO Total Compensation Amount $ 18,758,050 $ 18,000,136 $ 16,206,621 $ 14,744,780 $ 31,267,329
PEO Actually Paid Compensation Amount $ 9,584,557 16,072,614 (3,338,551) 20,823,184 32,047,839
Adjustment To PEO Compensation, Footnote
(4)
“Compensation Actually Paid” to our PEO and the average “Compensation Actually Paid” to non-PEO NEOs reflects adjustments from total compensation reported in the Summary Compensation Table (see reconciliation below).

 

 

 

PEO ($)

 

Average
Non-PEO
NEOs ($)

 

 

 

 

 

 

 

 

 

 

 

 

Total Reported in 2024 Summary Compensation Table (SCT)

 

18,758,050

 

9,959,438

+

Fair value of equity awards granted during the fiscal year 2024

 

(14,502,615)

 

(7,236,256)

+

Year-end fair value of equity awards granted during the fiscal year 2024

 

12,005,572

 

6,313,579

 

 

 

 

 

 

+

Change in fair value from end of prior fiscal year 2023 to end of current fiscal year 2024 for awards made in prior fiscal years that were unvested at end of current fiscal year 2024

 

(5,852,978)

 

(958,608)

 

 

 

 

 

 

+

Change in fair value from end of fiscal year 2023 to vesting date, for awards made in prior fiscal years that vested during current fiscal year 2024

 

(823,472)

 

(121,054)

Total Adjustments

 

(9,173,493)

 

(2,002,339)

Compensation Actually Paid for Fiscal Year 2024

 

9,584,557

 

7,957,099

       
Non-PEO NEO Average Total Compensation Amount $ 9,959,438 9,691,458 5,880,152 4,899,559 6,747,057
Non-PEO NEO Average Compensation Actually Paid Amount $ 7,957,099 8,388,279 3,091,630 6,122,511 6,881,294
Adjustment to Non-PEO NEO Compensation Footnote
(4)
“Compensation Actually Paid” to our PEO and the average “Compensation Actually Paid” to non-PEO NEOs reflects adjustments from total compensation reported in the Summary Compensation Table (see reconciliation below).

 

 

 

PEO ($)

 

Average
Non-PEO
NEOs ($)

 

 

 

 

 

 

 

 

 

 

 

 

Total Reported in 2024 Summary Compensation Table (SCT)

 

18,758,050

 

9,959,438

+

Fair value of equity awards granted during the fiscal year 2024

 

(14,502,615)

 

(7,236,256)

+

Year-end fair value of equity awards granted during the fiscal year 2024

 

12,005,572

 

6,313,579

 

 

 

 

 

 

+

Change in fair value from end of prior fiscal year 2023 to end of current fiscal year 2024 for awards made in prior fiscal years that were unvested at end of current fiscal year 2024

 

(5,852,978)

 

(958,608)

 

 

 

 

 

 

+

Change in fair value from end of fiscal year 2023 to vesting date, for awards made in prior fiscal years that vested during current fiscal year 2024

 

(823,472)

 

(121,054)

Total Adjustments

 

(9,173,493)

 

(2,002,339)

Compensation Actually Paid for Fiscal Year 2024

 

9,584,557

 

7,957,099

       
Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid Versus Total Shareholder Return (1)

 

img207231781_136.jpg

(1)
TSR in the above chart, in the case of both the Company and our Automotive Peer Group as noted in footnote 5 of the above Pay for Performance Table, reflects the cumulative return of $100 as if invested on December 31, 2019, including reinvestment of any dividends.
       
Compensation Actually Paid vs. Net Income

Compensation Actually Paid Versus Net Income(1)

 

img207231781_137.jpg

(1)
The year ended December 31, 2023 includes a $2.1 billion deferred tax benefit recognized from the Company’s initiation of changes to its corporate entity structure, including intercompany transfers of intellectual property and other related transactions, as further discussed in Note 14 of our 2024 Annual Report on Form 10-K. The year ended December 31, 2020 includes a pre-tax gain of $1.4 billion for the completion of the Motional autonomous driving joint venture, as further discussed in Note 20 of our 2022 Annual Report on Form 10-K.
       
Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid versus Adjusted Net Income(1)

 

img207231781_138.jpg

(1)
Adjusted Net Income was selected by the Compensation Committee as the Company-Selected Measure. It is a non-GAAP measure which represents net income attributable to Aptiv before restructuring and other special items, including the tax impact thereon. Appendix A contains a reconciliation of Adjusted Net Income to U.S. GAAP Net Income.
       
Total Shareholder Return Vs Peer Group

Compensation Actually Paid Versus Total Shareholder Return (1)

 

img207231781_136.jpg

(1)
TSR in the above chart, in the case of both the Company and our Automotive Peer Group as noted in footnote 5 of the above Pay for Performance Table, reflects the cumulative return of $100 as if invested on December 31, 2019, including reinvestment of any dividends.
       
Tabular List, Table

MOST IMPORTANT MEASURES IN LINKING COMPENSATION WITH PERFORMANCE IN FISCAL YEAR 2024

In the Company’s assessment, the following table lists the most important financial performance measures used by the Company to link compensation actually paid, as determined in accordance with SEC rules, to the NEOs to Company performance for 2024. The way these measures, together with certain other performance measures, determine the amounts of incentive compensation paid to our NEOs is described in the “Compensation Discussion and Analysis” section.

 

Most Important Performance Measures for 2024(1)

Adjusted Net Income

Adjusted Operating Income

Cash Flow Before Financing

Growth Over Market

Return on Net Assets

Relative Total Shareholder Return

(1)
In addition to the performance measures listed in the table above, the Company uses a Strategic Results Metric in the Annual Incentive Plan. The Strategic Results Metric focuses our executives on the Company’s strategic priorities. The Strategic Results Metric is more fully described under “2024 Annual Compensation Determination” in our “Compensation Discussion and Analysis” section.
       
Total Shareholder Return Amount $ 63.84 94.7 98.3 174.11 137.52
Peer Group Total Shareholder Return Amount 434.04 296.83 183.92 433.35 291.17
Net Income (Loss) $ 1,787,000,000 $ 2,938,000,000 $ 594,000,000 $ 590,000,000 $ 1,804,000,000
Company Selected Measure Amount 1,607,000,000 1,376,000,000 967,000,000 868,000,000 646,000,000
PEO Name Kevin P. Clark Kevin P. Clark Kevin P. Clark Kevin P. Clark Kevin P. Clark
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted Net Income        
Non-GAAP Measure Description
(7)
Adjusted Net Income was selected by the Compensation Committee as the Company-Selected Measure (“CSM”). It is a non-GAAP measure which represents net income attributable to Aptiv before restructuring and other special items, including the tax impact thereon. Appendix A contains a reconciliation of Adjusted Net Income to U.S. GAAP Net Income.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Operating Income        
Measure:: 3          
Pay vs Performance Disclosure          
Name Cash Flow Before Financing        
Measure:: 4          
Pay vs Performance Disclosure          
Name Growth Over Market        
Measure:: 5          
Pay vs Performance Disclosure          
Name Return on Net Assets        
Measure:: 6          
Pay vs Performance Disclosure          
Name Relative Total Shareholder Return        
PEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (9,173,493)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 12,005,572        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,852,978)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (14,502,615)        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (823,472)        
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,002,339)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,313,579        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (958,608)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (7,236,256)        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (121,054)