DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(

Amendment

No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

Aptiv PLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


LETTER FROM CEO

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To Our Shareholders

I am pleased to invite you to Aptiv PLC’s Annual General Meeting of Shareholders to be held on Wednesday, April 26, 2023, at 9:00 a.m. local time, at the Company’s Headquarters in Dublin, Ireland.

The following Notice of Annual General Meeting of Shareholders and Proxy Statement describes the business that will be conducted at the Annual Meeting. You can find financial and other information about Aptiv in the accompanying Form 10-K for the fiscal year ended December 31, 2022. These materials are also available on our website, aptiv.com.

Aptiv is a global technology company that develops safer, greener and more connected solutions enabling the future of mobility. Our unique brain and nervous system capabilities allow us to deliver optimized solutions supporting the adoption of highly electrified, software-defined vehicles. We are also transforming how these solutions are developed, deployed and operated with a cloud-native approach and integrated edge-to-cloud DevOps platform. This enables intelligent edge devices, such as the vehicle, to evolve and improve over their complete lifecycle while interacting with the environments in which they operate to enable new, more intelligent solutions.

To ensure we have the people and processes needed to execute this vision and strategy, we are focused on continuously enhancing our business foundation. Our dedication to a sustainable approach also extends to our commitment of being carbon neutral by 2040. In short, Aptiv’s success emanates from a strong, sustainable business that makes the world a better place.

Despite the continued industry disruptions in 2022, our commitment to our mission and values has allowed us to effectively execute our strategy, continue to proactively position Aptiv for the future and enhance the resiliency of our business model.

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 26, 2023.

Sincerely,

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Kevin P. Clark

Chairman and Chief Executive Officer

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS		1

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Notice of Annual General Meeting of Shareholders

Wednesday, April 26, 2023

9:00 a.m. Local Time

Aptiv PLC Headquarters

5 Hanover Quay

Grand Canal Dock

Dublin 2, Ireland D02 VY79

Record Date

The close of business

March 2, 2023

MEETING AGENDA

Presenting the Company’s accounts and auditors’ reports for the fiscal year ended December 31, 2022 to the shareholders, passing the following resolutions, and transacting such other business as may properly come before the Annual Meeting:

•

ORDINARY RESOLUTIONS

ELECTION OF DIRECTORS

THAT the following directors be elected as directors of the Company:

Kevin P. Clark

Richard L. Clemmer

Nancy E. Cooper

Joseph L. Hooley

Merit E. Janow

Sean O. Mahoney

Paul M. Meister

Robert K. Ortberg

Colin J. Parris

10)

Ana G. Pinczuk

AUDITORS

11)

THAT Ernst & Young LLP be re-appointed as the auditors of the Company until the Annual Meeting of the Company to be held in 2024, that the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm is ratified and that directors are authorized to determine the fees to be paid to the auditors.

•

ADVISORY, NON-BINDING RESOLUTION

EXECUTIVE COMPENSATION

12)

THAT the Company’s shareholders approve, on an advisory, non-binding basis, the Company’s executive compensation.

Resolutions 1 to 11 will be proposed as ordinary resolutions, and Resolution 12 will be proposed as an advisory, non-binding resolution.

•

RECORD DATE

You are entitled to vote only if you were a shareholder of Aptiv PLC at the close of business on March 2, 2023. Holders of ordinary shares of Aptiv are entitled to one vote for each share held of record on the record date.

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2		NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

•

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.

•

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

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Katherine H. Ramundo,

Senior Vice President,

Chief Legal Officer,

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.

This Notice of Annual Meeting of Shareholders and the Proxy Statement are being distributed or made available on or about March 13, 2023.

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TABLE OF CONTENTS		3

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Table of Contents



2023 PROXY STATEMENT — SUMMARY	2022 Aptiv at a Glance	6

ELECTION OF DIRECTORS (Resolutions 1 to 10)		10
BOARD PRACTICES	Board and Governance Information	16
	Size of the Board	17
	Leadership Structure	17
	Director Independence	18
	Audit Committee Financial Experts	18
	Evaluation of Board Performance	18
	Director Selection and Nominations	19
	Diversity, Skills and Experience of Our Director Nominees	20
	Director Retirement	21
	Board Refreshment	21
	Executive Sessions	21
	Board’s Role in Risk Oversight	21
	Board’s Role in Sustainability	22
	Stock Ownership Guidelines	22
	Governance Principles	22
	Code of Ethical Business Conduct	22
	Communications with the Board of Directors	23

BOARD AND COMMITTEE MEETINGS		24

BOARD COMMITTEES		24

DIRECTOR COMPENSATION	Board Compensation	26
DIRECTOR COMPENSATION	2022 Director Compensation	26

COMPENSATION DISCUSSION AND ANALYSIS	Overview	28
	Compensation Governance and Alignment with Shareholders	29
	2022 Year in Review	29
	Executive Compensation Philosophy and Strategy	32
	2022 Compensation Program Overview	34
	2022 Annual Compensation Determination	36
	2022 Long-Term Compensation	38
	Recent New Hire Information	40
	Other Compensation	40
	Compensation Governance Practices	41

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4		TABLE OF CONTENTS


COMPENSATION COMMITTEE REPORT		44

2022 SUMMARY COMPENSATION TABLE		45

2022 GRANTS OF PLAN-BASED AWARDS		47

2022 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END		48

2022 OPTION EXERCISES AND STOCK VESTED TABLE		49

2022 NON-QUALIFIED DEFERRED COMPENSATION	Plan Benefits	50
	Investment Options	50
	Deferral Election Process	50
	Distributions	50
	Vesting	50
	2022 Non-Qualified Deferred Compensation Table	51

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	Employment Arrangements	52
	Annual Incentive Plan	52
	Long-Term Incentive Plan	52
	Change in Control Plan	53
	Severance Plan	54
	Potential Payments upon Termination or Change in Control Table	55

CEO PAY RATIO		57

2022 PAY VERSUS PERFORMANCE TABLE	Analysis of the Information Presented in the Pay Versus Performance Table	59
	Most Important Measures in Linking Compensation with Performance in Fiscal Year 2022	61


REPORT OF THE AUDIT COMMITTEE		62

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES		63

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TABLE OF CONTENTS		5


APPOINTMENT OF AND PAYMENT TO AUDITORS (Resolution 11)		64

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (Resolution 12)		64

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		65

SECURITY OWNERSHIP OF MANAGEMENT		66

RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		67

OTHER INFORMATION	Presentation of Accounts	68
	Other Business	68
	Shareholder Proposals for the 2024 Annual Meeting	68
	Householding	68
	Record Date	68
	Voting Prior to the Annual Meeting	68
	Changing Your Vote before the Annual Meeting	69
	Voting at the Annual Meeting	69
	Quorum for the Annual Meeting	69
	Voting Tabulation	69
	Broker Non-Votes	69
	Attending the Annual Meeting	69
	Accessing Proxy Materials on the Internet	70
	Notice and Access	70
	Proxy Solicitation	70
	Corporate Governance Information	70
	Voting Results for the Annual Meeting	71
	Requests for Copies of Annual Report	71
	Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on April 26, 2023	71

APPENDIX A		A-1

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2023 PROXY STATEMENT—SUMMARY		6

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2023 Proxy Statement—Summary

SEC Form DEF 14A filed by Aptiv PLC