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Share-Based Compensation
 12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Share-based Payment Arrangement [Text Block] SHARE-BASED COMPENSATION
Long Term Incentive Plan
The PLC LTIP allows for the grant of awards of up to 25,665,448 ordinary shares for long-term compensation. The PLC LTIP is designed to align the interests of management and shareholders. The awards can be in the form of shares, options, stock appreciation rights, restricted stock, RSUs, performance awards and other share-based awards to the employees, directors, consultants and advisors of the Company. The Company has awarded annual long-term grants of RSUs under the PLC LTIP in order to align management compensation with Aptiv’s overall business strategy. In addition, the Company has competitive and market-appropriate ownership requirements for its directors and officers. All of the RSUs granted under the PLC LTIP are eligible to receive dividend equivalents for any dividend paid from the grant date through the vesting date. Dividend equivalents are generally paid out in ordinary shares upon vesting of the underlying RSUs.
Board of Director Awards
Aptiv has granted RSUs to the Board of Directors as detailed in the table below:
Grant DateRSUs grantedGrant Date Fair Value (1)Vesting DateShares Issued Upon VestingFair Value of Shares at IssuanceShares Withheld to Cover Withholding Taxes
(dollars in millions)
April 202117,589 $3 April 2022N/AN/AN/A
April 202048,745 3 April 202141,896 6 6,849 
April 201920,765 2 April 202023,816 1 2,041 
(1)Determined based on the closing price of the Company’s ordinary shares on the date of the grant.
Executive Awards
Aptiv has made annual grants of RSUs to its executives in February of each year beginning in 2012. These awards include a time-based vesting portion and a performance-based vesting portion, as well as continuity awards in certain years. The time-based RSUs, which make up 40% (25% prior to 2021) of the awards for Aptiv’s officers and 50% for Aptiv’s other executives, vest ratably over three years beginning on the first anniversary of the grant date. The performance-based RSUs, which make up 60% (75% prior to 2021) of the awards for Aptiv’s officers and 50% for Aptiv’s other executives, vest at the completion of a three-year performance period if certain targets are met. Each executive will receive between 0% and 200% (0% to 150% for the 2019 and 2020 grants based on the executive performance grant modification in 2020 described below) of his or her target
performance-based award based on the Company’s performance against established company-wide performance metrics, which are:
Metric2020 - 2021 Grants2017 - 2019 Grants
Average return on net assets (1)33%50%
Cumulative net income33%25%
Relative total shareholder return (2)33%25%
(1)Average return on net assets is measured by tax-affected operating income divided by average net working capital plus average net property, plant and equipment for each calendar year during the respective performance period.
(2)Relative total shareholder return is measured by comparing the average closing price per share of the Company’s ordinary shares for the specified trading days in the fourth quarter of the end of the performance period to the average closing price per share of the Company’s ordinary shares for the specified trading days in the fourth quarter of the year preceding the grant, including dividends, and assessed against a comparable measure of competitor and peer group companies.
The details of the executive grants were as follows:
Grant DateRSUs GrantedGrant Date Fair ValueTime-Based Award Vesting DatesPerformance-Based Award Vesting Date
(in millions)
February 20170.80 $63 Annually on anniversary of grant date, 2018 - 2020December 31, 2019
February 20180.63 61 Annually on anniversary of grant date, 2019 - 2021December 31, 2020
February 20190.71 62 Annually on anniversary of grant date, 2020 - 2022December 31, 2021
February 20200.75 62 Annually on anniversary of grant date, 2021 - 2023December 31, 2022
February 20210.44 72 Annually on anniversary of grant date, 2022 - 2024December 31, 2023
The grant date fair value of the RSUs is determined based on the target number of awards issued, the closing price of the Company’s ordinary shares on the date of the grant of the award, including an estimate for forfeitures, and a contemporaneous valuation performed by an independent valuation specialist with respect to the relative total shareholder return awards.
Any new executives hired after the annual executive RSU grant date may be eligible to participate in the PLC LTIP. The Company has also granted additional awards to employees in certain periods under the PLC LTIP. Any off cycle grants made for new hires or to other employees are valued at their grant date fair value based on the closing price of the Company’s ordinary shares on the date of such grant.
The details of the shares issued upon vesting of the executive grants are as follows:
Time-Based AwardsPerformance-Based Awards
Vesting DateOrdinary Shares Issued Upon VestingGrant Date Fair ValueOrdinary Shares Withheld to Cover Withholding TaxesOrdinary Shares Issued Upon VestingFair Value of Shares at IssuanceOrdinary Shares Withheld to Cover Withholding Taxes
(dollars in millions)
Q1 2021449,426 $67 177,825 288,074 $43 121,609 
Q1 2020468,240 37 181,495 580,390 45 243,080 
Q1 2019529,812 44 203,839 493,674 41 199,547 
As a result of the impacts of the COVID-19 pandemic on the Company’s industry and operations, during the fourth quarter of 2020 the financial performance targets associated with February 2018, 2019 and 2020 executive performance grants were modified, which impacted approximately 300 award recipients and resulted in the recognition of approximately $22 million of incremental compensation expense during the year ended December 31, 2020.
A summary of RSU activity, including award grants, vesting and forfeitures is provided below:
RSUsWeighted Average Grant Date Fair Value
 (in thousands)
Nonvested, January 1, 20191,879 $81.24 
Granted1,363 83.93 
Vested(1,131)70.78 
Forfeited(289)83.97 
Nonvested, December 31, 20191,822 89.32 
Granted934 99.14 
Vested(773)98.90 
Forfeited(197)82.93 
Nonvested, December 31, 20201,786 102.95 
Granted661 161.90 
Vested(829)98.55 
Forfeited(274)118.97 
Nonvested, December 31, 20211,344 131.40 
As of December 31, 2021, there were approximately 322,000 Aptiv performance-based RSUs, with a weighted average grant date fair value of $127.22, that were vested but not yet distributed.
Aptiv recognized compensation expense of $87 million ($86 million, net of tax), $60 million ($60 million, net of tax) and $66 million ($65 million net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the years ended December 31, 2021, 2020 and 2019, respectively. Aptiv will continue to recognize compensation expense, based on the grant date and modification date fair value of the awards applied to the Company’s best estimate of ultimate performance against the respective targets, over the requisite vesting periods of the awards. Based on the grant date fair value of the awards and the Company’s best estimate of ultimate performance against the respective targets as of December 31, 2021, unrecognized compensation expense on a pre-tax basis of approximately $103 million is anticipated to be recognized over a weighted average period of approximately two years. For the years ended December 31, 2021, 2020 and 2019, respectively, approximately $45 million, $33 million and $34 million of cash was paid and reflected as a financing activity in the statements of cash flows related to the tax withholding for vested RSUs.