APTV-A Aptiv PLC

I am pleased to invite you to Aptiv PLC’s Annual General Meeting of Shareholders to be held on Wednesday, April 24, 2024, 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, 2023. These materials are also available on our website, aptiv.com.

Aptiv is a leading full-system solutions partner serving industrial markets around the world. Our global leadership in next-generation hardware, cloud-native software, and sensor-to-cloud connectivity platforms is powering digital transformation across industries. By meeting customers where they are on their transformation journey, we can deliver high-value, cost-effective solutions that pave the way for a smooth transition into the software-defined future.

Sustainability is central to our mission of creating a better world with zero accidents, zero emissions, and seamless connectivity. With a strategic framework that is focused on our people, products, planet and platforms, we are fostering an inclusive, high-performance culture and building quality, cutting-edge solutions that are designed, developed, and manufactured responsibly. In addition, our commitment to innovation, operational excellence, and sustainability is changing the world for the better. We are well on our way to carbon neutrality in 2040, and last year we were proud to be recognized by TIME as one of the ‘World’s Best Companies’, by Newsweek as one of ‘America’s Greenest Companies’ and by Ethisphere as one of the ‘World’s Most Ethical Companies’ for the 11th year in a row.

We made tremendous progress in 2023 and looking ahead, we are well-positioned to solve our customers toughest challenges for years to come. We have the right strategy and full-system capabilities that will enable us to continue to pioneer market-shaping solutions, optimize our business foundation, and invest in the products and platforms that will deliver long-term, sustainable shareholder value.

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 24, 2024.

Sincerely,

		Kevin P. Clark Chairman and Chief Executive Officer

MEETING AGENDA

Presenting the Company’s accounts and auditors’ reports for the fiscal year ended December 31, 2023 to the shareholders, passing the following resolutions, and transacting such other business as may properly come before the Annual Meeting:

ELECTION OF DIRECTORS

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

AUDITORS

EQUITY COMPENSATION PLANS

EXECUTIVE COMPENSATION

Choice 1 - EVERY YEAR;

Choice 2 - EVERY TWO YEARS;

Choice 3 - EVERY THREE YEARS; or

Choice 4 - ABSTAIN.

Resolutions 1 to 12 will be proposed as ordinary resolutions, and Resolutions 13 and 14 will be proposed as advisory, non-binding resolutions.

You are entitled to vote only if you were a shareholder of Aptiv PLC at the close of business on March 4, 2024. Holders of ordinary shares of Aptiv PLC are entitled to one vote for each share held of record on the record date.

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.

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 General 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

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 11, 2024.

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.

DIRECTOR NOMINEES

 

Name		Director Since		Independent
Kevin P. Clark		2015
Nancy E. Cooper		2018
Joseph L. Hooley		2020
Vasumati P. Jakkal		—
Merit E. Janow		2021
Sean O. Mahoney		2009
Paul M. Meister		2019
Robert K. Ortberg		2018
Colin J. Parris		2017
Ana G. Pinczuk		2016

NAMED EXECUTIVE OFFICERS

 

•

Kevin P. Clark—Chairman and Chief Executive Officer

•

Joseph R. Massaro—Chief Financial Officer and Senior Vice President, Business Operations

•

William T. Presley—Senior Vice President and Chief Operating Officer, and President, Signal & Power Solutions

•

Obed D. Louissaint—Senior Vice President and Chief People Officer

•

Benjamin Lyon—Senior Vice President and Chief Technology Officer

•

Katherine H. Ramundo—Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary

CORPORATE GOVERNANCE BEST PRACTICES

		9 of 10 Independent Directors
		Annual Election of Directors
		Board Diversity and Experience
		Annual Board and Committee Evaluations

COMPENSATION BEST PRACTICES

		Robust Stock Ownership Guidelines
		Clawback Policy
		Restrictive Covenants for Executives
		No Excise Tax Gross-Ups
		No Hedging/No Pledging

(RESOLUTIONS 1 TO 10)

All of our current directors, other than Richard L. Clemmer, are nominated for one-year terms to serve until the 2025 annual meeting, or until such director’s earlier resignation, retirement or other termination of service. We thank Mr. Clemmer for all of his contributions over his years of service to Aptiv.

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 Company’s management. Included in each director nominee’s biography below is an assessment of each of their specific qualifications, attributes, skills and experience. Committee memberships listed below are as of the date of this Proxy Statement.

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. Mr. Mahoney was a member of the Board prior to the Company’s initial public offering in 2011, and information included in this Proxy Statement as to his tenure on our Board reflects that service.

CHAIRMAN & CEO   DIRECTOR SINCE: MARCH 2015   NON-INDEPENDENT DIRECTOR   APTIV COMMITTEE MEMBERSHIPS: None		KEVIN P. CLARK | AGE: 61   Kevin P. Clark has been a director since March 2015, when he became Aptiv’s President and Chief Executive Officer. In April 2022, he was named Chairman and Chief Executive Officer. In 2014, Mr. Clark was appointed Chief Operating Officer responsible for Aptiv’s business divisions, as well as the global supply chain function. He 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 joining 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 from 2007 to 2010. He served as Chief Financial Officer of Fisher-Scientific International Inc., a manufacturer, distributor and service provider to the global healthcare market, from the company’s 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. He began his career in the financial organization of Chrysler Corporation. Mr. Clark has both a bachelor’s degree in financial administration and a master’s degree in finance from Michigan State University.   QUALIFICATIONS:   Mr. Clark is a proven leader with notable success in creating and implementing Aptiv’s business and technology strategies. As our Chairman and CEO, and former COO and CFO, he provides the Board with significant strategic, financial and industry expertise.
		CURRENT PUBLIC COMPANY DIRECTORSHIPS: •  None		PREVIOUS PUBLIC COMPANY DIRECTORSHIPS IN LAST FIVE YEARS: •  None

Board Independence and Accountability

Board Effectiveness

The Nominating and Governance Committee regularly reviews the following Board practices and adopts governance practices that serve the interests of our shareholders.

SIZE OF THE BOARD

As of the date of this mailing, the Board consists of 10 directors. Following the Annual Meeting and assuming all nominated directors are elected, the Board will consist of 10 directors. Our Memorandum and Articles of Association provide that our Board must consist of a minimum of two directors. The exact number of directors will be determined from time to time by our full Board.

LEADERSHIP STRUCTURE

The Board, as part of its annual assessment of its leadership structure, continues to believe that it is in the best interest of the Company and its shareholders for Mr. Clark to serve as Chairman of the Board and CEO, given his skills, experience and character. Mr. Clark has held the Chairman position since 2022, which has served the Company well. As described in more detail in the “Compensation Discussion and Analysis”, in order to successfully transform our business to capitalize on the opportunities before it, and thereby increase shareholder value, the Board continues to believe that this leadership structure provides the Company with the right leadership and strategic vision. In addition, it is the Board’s view that the Company’s corporate governance principles, the quality, stature and substantive business knowledge of the members of the Board, as well as the Board’s culture of open communication with the CEO and senior management are conducive to Board effectiveness with a combined Chairman and CEO position.

In addition, the Board has a strong Lead Independent Director in Mr. Meister, who was selected in 2022 to serve in this role and will continue to serve following the Annual Meeting. As Lead Independent Director, Mr. Meister provides independent leadership and coordination among the directors as well as a connection to the Company’s management team.

The Board has appointed its Lead Independent Director from among its independent directors. The Lead Independent Director coordinates the activities of all of the Board’s independent directors working with the Chairman and CEO. The Lead Independent Director is the principal liaison with the Chairman and CEO and ensures that the Board has an open, trustful relationship with the Company’s senior management team. In addition to the duties of all directors, as set forth in the Company’s Corporate Governance Guidelines, the specific responsibilities of the Lead Independent Director are as follows:

DIRECTOR INDEPENDENCE

The Board believes that a substantial majority of its members should be independent, non-employee directors. Mr. Clark, our Chairman and CEO, is the only non-independent director. The current non-employee directors of the Company are Richard L. Clemmer, Nancy E. Cooper, Joseph L. Hooley, Merit. E. Janow, Sean O. Mahoney, Paul M. Meister, Robert K. Ortberg, Colin J. Parris, and Ana G. Pinczuk. The Board has determined that all of its non-employee directors meet the requirements for independence under the New York Stock Exchange (“NYSE”) listing standards. Furthermore, the Board limits membership on the Audit, Compensation and Human Resources, and Nominating and Governance Committees to independent directors.

AUDIT COMMITTEE FINANCIAL EXPERTS

The Board has determined that all of the members of the Audit Committee are financially literate and meet the independence rules required for Audit Committee members by the Securities and Exchange Commission (“SEC”). Ms. Cooper, Mr. Hooley and Mr. Ortberg meet the qualifications of audit committee financial experts, as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

EVALUATION OF BOARD PERFORMANCE

The Board believes that a robust and constructive Board, committee and director performance evaluation process is an essential component of board effectiveness. The Board conducts a comprehensive evaluation process annually, overseen by the Nominating and Governance Committee, of its own performance, as well as the performance of each Committee and each director, as outlined below.

Each year, the Nominating and Governance Committee reviews the evaluation format and process. Each director is then asked to complete an anonymous evaluation of the Board and each Committee on which they serve. Evaluation topics include number and length of meetings, topics covered and materials provided, Committee structure and activities, Board composition and expertise, succession planning, director participation and interaction with management, and promotion of the Company’s values and ethical behavior.

Board and Committee evaluation results are compiled and summarized by the Corporate Secretary’s Office. Directors receive the summary results of these evaluations. Committee evaluation results are discussed by the applicable Committee, and Board evaluation results are discussed by the full Board. Our Board considers the results when making decisions on the structure of our Board and its Committees, agendas and meeting schedules for our Board and its Committees, and changes in the performance or functioning of our Board and identifies opportunities for improvement.

The Board also conducts individual director assessments. The Lead Independent Director conducts individual interviews with each director to obtain his or her assessment of director performance, Board dynamics and the effectiveness of the Board and its Committees, and to provide feedback about that director’s performance. These discussions are designed to help assess the competencies and skills each director is expected to bring to the Board. These evaluations have consistently revealed that the Board and its Committees are operating effectively, while identifying opportunities to improve the way the Board and its Committees operate. As a result of the evaluations, the Board takes concrete steps to optimize Board and Committees effectiveness.

DIRECTOR SELECTION AND NOMINATIONS

DIRECTOR SELECTION AND THE IMPORTANCE OF DIVERSITY

The Nominating and Governance Committee recommends individuals for membership on the Board. The Nominating and Governance Committee considers a candidate’s character and expertise, performance, personal characteristics, diversity (inclusive of gender, race, ethnicity and age) and professional responsibilities, and also reviews the composition of the Board relative to the long-term business strategy and the challenges and needs of the Board at that time. The Board is committed to searching for the best available candidates to fill vacancies and fully appreciates the value of diversity, viewed in its broadest sense, including gender, race, ethnicity, experience, leadership qualities, and education when evaluating prospective candidates. The Nominating and Governance Committee uses the same selection process and criteria for evaluating all nominees.

Ensuring the Board is composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds, and effectively represent the long-term interests of shareholders, is a top priority of the Board and the Nominating and Governance Committee. The Board is strong in its collective knowledge and diversity of experiences in terms of accounting and finance, acquisitions, capital markets, management and leadership, vision and strategy, human capital management, operations and manufacturing, sales and marketing, business judgment, information systems and cybersecurity, software and technology, crisis management, risk assessment, industry knowledge, corporate governance, global policy and trade and global markets, among others.

The Board is designed to operate swiftly and effectively in making key decisions and when facing major challenges. Board meetings are conducted in an environment of trust and confidentiality, open dialogue, mutual respect and constructive commentary.

The Nominating and Governance Committee retains the services of independent executive search firms to help identify director prospects, perform candidate outreach, assist in reference and background checks, and provide other related services. In addition to using search firms, the Nominating and Governance Committee also receives candidate recommendations from members of the Board. The recruiting process typically involves contacting a prospect to gauge his or her interest and availability after which a candidate meets with several members of the Nominating and Governance Committee. References for the candidate are contacted and a background check is completed before a final recommendation is made to the Board to appoint a candidate to the Board.

SHAREHOLDER RECOMMENDATIONS AND NOMINATIONS

Shareholders holding at least 10% of the ordinary shares outstanding and who have the right to vote at general meetings of the Company may propose, and the Nominating and Governance Committee will consider, nominees for election to the Board at the next annual meeting by giving timely written notice to the Corporate Secretary at Aptiv PLC, 5 Hanover Quay, Grand Canal Dock,

Dublin, D02 VY79, Ireland. Any such notice must include the name of the nominee, a biographical sketch and resume, contact information and such other background materials as the Nominating and Governance Committee may request. Our Nominating and Corporate Governance Committee evaluates nominees recommended by shareholders in the same manner as it evaluates other nominees.

For a shareholder to make a formal nomination for election to our Board at an annual meeting, the shareholder must provide advance notice to the Company, in accordance with the procedures in our Memorandum and Articles of Association. Shareholders holding at least 10% of the ordinary shares outstanding and who have the right to vote at general meetings of the Company may formally propose nominees for election to the Board at the next annual meeting by giving timely written notice to the Corporate Secretary at Aptiv PLC, 5 Hanover Quay, Grand Canal Dock, Dublin, D02 VY79, Ireland, which must be received at our principal executive offices no later than the close of business on March 4, 2025, and no earlier than November 25, 2024. The notice periods may change in accordance with the procedures set out in our Memorandum and Articles of Association. Any such notice must include all information regarding the proposed nominee that is required to be disclosed in a proxy statement or other filings in a contested election pursuant to Regulation 14(a) under the Exchange Act and a written and signed consent of the proposed nominee to be named in the proxy statement as a nominee and to serve as a director.

DIVERSITY, SKILLS AND EXPERIENCE OF OUR DIRECTOR NOMINEES

The table below summarizes some of the experience, qualifications, attributes and skills of our director nominees. This high-level summary is not intended to be an exhaustive list of each of our director nominee’s skills or contributions to the Board; we look to directors to be knowledgeable in these areas as it relates to Aptiv. We have identified below the areas in which each director has specific expertise or prominence that he or she brings to the Board. Further information on each director nominee, including some of each of their specific experience, qualifications, attributes or skills is set forth in the biographies in “Election of Directors” above.

SKILLS MATRIX

DIRECTOR RETIREMENT

Our Corporate Governance Guidelines provide that the retirement age for directors is 75, unless waived by the Board. No director who is or would be over 75 at the expiration of his or her current term may be nominated to a new term, unless the Board waives the retirement age for the director. Once granted, such waiver must be reviewed and, if appropriate, renewed annually.

Our Corporate Governance Guidelines also provide that non-employee directors who significantly change their primary employment during their tenure as Board members must offer to tender their resignation to the Nominating and Governance Committee. The Nominating and Governance Committee will evaluate the continued appropriateness of Board membership under the new circumstances and make a recommendation to the Board as to any action to be taken with respect to such offer.

BOARD REFRESHMENT

We believe that Board refreshment is critical as the mobility industry changes and the Company’s business strategy evolves. In the last five years, we have added four new independent directors, providing leadership in a variety of areas of importance to Aptiv. At the same time, we believe that we benefit from having seasoned directors on our Board who are well-versed in the Company’s business and help facilitate the transfer of institutional knowledge. We believe the average tenure for our independent directors of approximately six years reflects the balance the Board seeks between different perspectives brought by long-serving and new directors.

EXECUTIVE SESSIONS

Independent directors meet in executive session each Board meeting, without the CEO or any other employees in attendance. The Lead Independent Director presides over each executive session of the Board. Each Committee meeting also includes an executive session at which Committee members meet without the CEO or any other employees in attendance.

BOARD’S ROLE IN RISK OVERSIGHT

At Aptiv, we always strive to do the right thing, the right way. Our long-term success depends on ensuring that we demonstrate the highest ethical standards in everything we do, everywhere we operate. We believe an effective risk oversight and compliance program is critical to a company’s long-term success and future growth. The Board takes an active role in risk oversight related to the Company, both as a full Board and through its Committees, each of which has primary risk oversight responsibility with

respect to all matters within the scope of its duties as described in its charter and as set forth below. While the Company’s management is responsible for day-to-day management of the various risks facing the Company, including those set forth below, the Board is responsible for monitoring management’s actions and decisions.

As part of the Board’s risk oversight, it reviews with the Company its risk management program, including initiatives targeted to address certain identified risks relevant to the business, such as: supply chain resiliency, geopolitical issues, inflation and macroeconomics, talent, and cybersecurity. To aid in its oversight, the Board receives regular updates and reviews from both internal Aptiv and external experts on issues of importance to the Company, and relies on the Committees to provide oversight of risks within their respective charters and to report to the Board on the management of those risks.

Role of the Audit Committee: The Audit Committee reviews our guidelines and policies with respect to risk assessment and management and our major financial and information technology risk exposures, including internal controls, disclosure, litigation, compliance and enterprise cybersecurity, along with the monitoring and mitigation of these exposures. On a regular basis, the Audit Committee reviews the Company’s enterprise risk management program.

Role of the Compensation and Human Resources Committee: The Compensation and Human Resources Committee reviews and discusses with management, management’s assessment of certain risks, including whether there are any risks arising from the Company’s compensation programs, as well as risks related to employee retention and talent development.

Role of the Finance Committee: The Finance Committee reviews and discusses with management financial-related risks facing the Company, including foreign exchange, capital allocation, treasury and liquidity-related risks, major acquisitions, and the Company’s tax planning.

Role of the Innovation and Technology Committee: The Innovation and Technology Committee reviews and validates our technology and product roadmap risks and discusses these risks with management, along with product cyber risks, and risks related to engineering talent retention and development.

Role of the Nominating and Governance Committee: The Nominating and Governance Committee evaluates the overall effectiveness of the Board and its Committees, including the Board’s focus on the most critical issues and risks. As part of its delegated authority to oversee Aptiv’s sustainability program, the Nominating and Governance Committee ensures that Aptiv is implementing the right strategy to assess and address evolving sustainability risks, including climate risks.

BOARD’S ROLE IN SUSTAINABILITY OVERSIGHT

As a global company, we understand how interconnected the world is, and how our commitment to environmental and social responsibility — and our commitment to always do the right thing, the right way — is directly connected to our success.

Sustainability at Aptiv is driven from the top by our Board and CEO and is embedded at every level of Aptiv. The Board has delegated to the Nominating and Governance Committee oversight of management’s handling of Aptiv’s sustainability policies, strategies and programs, as set forth in the Nominating and Governance Committee Charter. In addition, the Nominating and Governance Committee reviews the goals the Company establishes with respect to sustainability matters and its progress against those goals, as well as the Company’s Sustainability Report available on our website at aptiv.com by clicking on the tab “About”, then the heading “Sustainability”. The Nominating and Governance Committee ensures that the other Committees of the Board, as appropriate, receive updates relevant to their continuing oversight on specific sustainability topics that otherwise fall within the charter of those Committees, as shown below.

STOCK OWNERSHIP GUIDELINES

The Board believes that each director should hold a meaningful equity position in the Company, and it has established equity holding requirements for our non-employee directors. The holding requirement for each non-employee director is $600,000 in Aptiv shares, which equals five times the maximum cash retainer a director can select. Each new director has up to five years from his or her date of appointment to fulfill this holding requirement. As of the 2023 measurement of ownership, all non-employee directors, except for Professor Janow who joined the Aptiv Board in 2021, were at or above the ownership requirement.

GOVERNANCE PRINCIPLES

The Board has adopted Corporate Governance Guidelines, which set forth the corporate governance practices for Aptiv. The Corporate Governance Guidelines are available on our website at aptiv.com by clicking on the tab “Investors”, then the heading “Governance” and then the caption “Governance Documents”.

CODE OF ETHICAL BUSINESS CONDUCT

The Company has adopted a Code of Ethical Business Conduct, which applies to all employees and directors, including the principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. The Code of Ethical Business Conduct is available on our website at aptiv.com by clicking on the tab “Investors”, then the heading “Governance” and then the caption “Code of Conduct”.

Copies of our Code of Ethical Business Conduct are also available to any shareholder who submits a request to the Corporate Secretary at Aptiv PLC, 5 Hanover Quay, Grand Canal Dock, Dublin 2, Ireland D02 VY79, or by email at corporatesecretary@aptiv.com. We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K by posting on our website any amendments to, or waivers from, a provision of our Code of Ethical Business Conduct that applies to our directors or officers.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Anyone who wishes to communicate with the Board or any individual member of the Board (or independent directors as a group) may do so by sending an email to corporatesecretary@aptiv.com or a letter addressed to the director or directors in care of the Corporate Secretary at Aptiv PLC, 5 Hanover Quay, Grand Canal Dock, Dublin 2, Ireland D02 VY79. All correspondence, other than items such as junk mail that are unrelated to a director’s duties and responsibilities, will be forwarded to the appropriate director or directors.

During 2023, the Board held 8 meetings. All of our directors attended at least 75% of the Board and Committee meetings on which they serve. In addition, all directors are expected to attend the Annual Meeting, and in 2023, all directors attended the Annual Meeting.

Our Board has the following five committees: Audit; Compensation and Human Resources (CHRC); Finance; Innovation and Technology (ITC); and Nominating and Governance (Nom Gov). Committee charters are available on our website at aptiv.com by clicking on the tab “Investors”, then the heading “Governance” and then the caption “Governance Documents”. Committee membership for 2023 is set forth below:

BOARD COMPENSATION

Our directors (other than Mr. Clark, who does not receive additional compensation for his Board service) received the following annual compensation for service in 2023, which is paid in cash and time-based restricted stock units (“RSUs”). For 2023, each non-employee director was entitled to receive annual compensation in the amount of $300,000. In addition, the Lead Independent Director was entitled to receive additional annual compensation of $50,000. Also, Chairs of our Board Committees received the following additional annual compensation:

Each director may elect, on an annual basis, to receive 60%, 80% or 100% of his or her compensation in RSUs, with the remainder paid in cash.

An annual grant of RSUs is made on the day of the Annual Meeting, which vests on the day before the next annual meeting. Cash compensation is paid quarterly. Any director who joins the Board, other than in connection with the Annual Meeting, will receive prorated cash compensation and a prorated grant of RSUs, based on the date the director joins the Board. These RSUs vest on the day before the next annual meeting.

The table below shows cash and equity compensation paid to each member of the Board in 2023:

2023 DIRECTOR COMPENSATION

A Note from the Chair of the Compensation Committee

Dear Fellow Shareholders,

On behalf of the Compensation Committee, I want to thank you for your investment in Aptiv and your support of the Company’s leadership as we work to drive long-term success in a Safer, Greener, more Connected future.

Aptiv’s team delivered record results in 2023 across multiple measures. New business bookings reached $34 billion – the third consecutive year of record new business awards – and adjusted revenue growth was 12%, with revenue exceeding $20 billion, a new record level, driven principally by our high-growth active safety and high voltage product lines. Our adjusted operating income totaled $2.1 billion, reflecting a 150 basis point margin increase. These results are even more notable considering the headwinds we experienced in 2023 stemming from the North American OEM labor strikes, labor inflation and foreign exchange rates.

The market is highly competitive for attracting and retaining the talent needed to deliver strong performance and ensure customers continue to view Aptiv as a technology partner of choice in a software defined world. Indeed, over the past months, we have reached into premier global technology companies to bring additional expertise in software development, artificial intelligence, machine learning and systems engineering, while driving a cultural change.

The Compensation Committee is focused on ensuring Aptiv’s compensation program continues to align with our business objectives and talent acquisition needs in the face of growing global demand for these highly technical skillsets. Accordingly, we further evolved our program last year. For 2023, the Compensation Committee assigned a specific weighting to strategic metrics in our compensation plan to hold management accountable for executing on critical strategic milestones, including the development of future technology platforms, and set rigorous targets to incentivize and reward business execution and operating excellence.

Despite Aptiv’s record financial performance in 2023, to better align executive compensation outcomes with stock price performance, the Compensation Committee exercised negative discretion to lower the 2023 Annual Incentive Plan payouts from 115% to 100% of target.

We appreciate the shareholders who meet with us to share their perspectives on Aptiv, our executive compensation program and other stewardship topics. In response to shareholder feedback, we have enhanced the disclosure in this year’s Proxy Statement to provide more granular details around performance targets and achieved results, among other enhancements that detail our compensation decisions and factors considered by the Compensation Committee.

We are confident in Aptiv’s future, the Company’s leadership and our ability to capitalize on the substantial value creation opportunities ahead of us. As innovation continues to accelerate and drive transformation across industries, Aptiv is perfectly positioned to benefit having identified the safe, green and connected mega trends over a decade ago. We have a purpose-built team dedicated to execution and delivering the solutions that address our customers’ greatest challenges on a global scale.

We look forward to continued opportunities to connect with our shareholders beyond the Annual Meeting, and to your continued support of Aptiv.

Sincerely,

OVERVIEW

The Compensation Committee is composed entirely of independent directors, sets the Company’s executive compensation philosophy and reviews and approves compensation for executive officers, in consultation with the Compensation Committee’s independent executive compensation consultant.

In this section, we describe and analyze:

2023 YEAR IN REVIEW

Company Financial and Business Performance Highlights. Our 2023 performance reflects increasing global vehicle production and our solid execution despite the global inflationary environment and North American OEM labor strikes. Our recent financial and business achievements include the following:

Our strong strategic, operational and financial performance over time is reflected in our results shown below.

Metric Definitions:

Adjusted Net Income represents net income attributable to Aptiv before amortization, restructuring and other special items, including the tax impact thereon.

Adjusted Operating Income is defined as net income before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructuring and other special items.

Adjusted Operating Income Margin is defined as Adjusted Operating Income as a percentage of net sales.

Adjusted Revenue Growth is defined as the year-over-year change in reported net sales relative to the comparable period, excluding the impact on net sales from currency exchange, commodity movements, acquisitions, divestitures and other transactions.

Cash Flow Before Financing represents cash provided by (used in) operating activities plus cash provided by (used in) investing activities, adjusted for the purchase price of business acquisitions and other transactions, the cost of significant technology investments and net proceeds from the divestiture of discontinued operations and other significant businesses.

Return on Net Assets is defined as tax-affected operating income (net income before interest expense, other income (expense), net income tax expense, equity income (loss), net of tax), divided by average net working capital plus average net property, plant and equipment, measured each calendar year; not adjusted for restructuring expenses that are expected to provide future benefit to the Company.

Appendix A contains a reconciliation of these numbers to U.S. GAAP financial measures.

CEO REALIZED PAY AND OUR PERFORMANCE

The compensation programs for our named executive officers are heavily weighted toward performance-based opportunities that are at-risk and subject to our performance. Incentive plan metrics are intended to drive results that create value for our shareholders. The chart below illustrates the relationship between Mr. Clark’s target performance-based long-term incentive award opportunity and the amounts he realized based on our performance against the metrics established for the performance period ended December 31, 2023. While our strong financial performance over the three-year performance period exceeded target, our stock price performance over the same period had a significant impact on how much value Mr. Clark realized from the target opportunity granted to him. This table supplements, but is not a substitute for, the information contained in the “2023 Summary Compensation Table” and the “2023 Pay Versus Performance Table”.

OUR NAMED EXECUTIVE OFFICERS

For fiscal year 2023, the NEOs were:

We have included Mr. Presley as an additional NEO given his role with Aptiv.

COMPENSATION GOVERNANCE AND ALIGNMENT WITH SHAREHOLDERS

Aptiv’s executive compensation program is designed to attract, retain and motivate the leaders who drive the successful execution of our business strategies. Our program seeks to balance achievement of targeted near-term results with building long- term shareholder value through sustained long-term performance. Our focus on pay-for-performance and corporate governance aims to achieve alignment with the interests of our shareholders, as highlighted below:

		Pay for Performance		More Information On Page
		91% of 2023 total target annual compensation for the CEO is at risk and 78% is granted in equity; on average, 83% of 2023 total target annual compensation for the other NEOs is at risk and 65% is granted in equity.		37
		We use a structured goal-setting process for performance incentives, with multiple levels of review including the Compensation Committee, its consultant and senior management.		38
		NEOs’ annual incentives are typically based on achievement of multi-faceted financial and strategic annual performance goals.		38
		60% of the NEOs’ long-term incentive compensation consists of performance-based RSUs, which deliver value based on achievement of multi-year financial and relative TSR goals.		43
		We review and analyze our pay-for-performance alignment on an annual basis, both in absolute terms and relative to our peer group.		—

		Compensation Governance		More Information On Page
		We actively engage with our shareholders to discuss governance and executive compensation matters.		34
		We maintain reasonable severance practices in line with market practices, including double-trigger change in control provisions.		45
		We maintain stock ownership guidelines for our NEOs and directors.		46
		We maintain insider trading, comprehensive clawback, anti-hedging and anti-pledging policies.		46
		We offer no excise tax gross-ups to our NEOs.		47
		Our Compensation Committee utilizes an independent compensation consultant.		47
		Our compensation programs are designed to discourage imprudent risk.		—

EXECUTIVE COMPENSATION PHILOSOPHY AND STRATEGY

General Philosophy in Establishing and Making Pay Decisions. Our executive compensation programs reflect our pay-for-performance philosophy and encourage executives to make sound decisions that drive short- and long-term shareholder value creation. The Compensation Committee utilizes a combination of fixed and variable pay elements in order to achieve the following objectives:

Given the on-going transformation of our Company, we seek talent across a broad range of industries, including technology. Our goal for target total direct compensation (base salary, annual and long-term incentives) for our officers, including the NEOs, is to provide market competitive compensation that allows us to attract and retain the best global talent. Compensation for individual roles is based on a review of market data and multiple factors, including each executive’s role and responsibilities, the individual’s performance over time, the experience and critical skills the individual may bring to his or her role with Aptiv, and talent market dynamics.

2023 Say-on-Pay. At our 2023 Annual Meeting, we received support from approximately 77.7% of votes cast for our named executive officers’ compensation. Management and the Compensation Committee closely reviewed our shareholders’ 2023 Say-on-Pay vote and believe it indicates support for the Company’s executive compensation program and pay-for-performance philosophy. Based on this support, as well as with the feedback we have heard through our shareholder engagement efforts described below, the Compensation Committee has maintained the overall pay-for-performance philosophy, compensation objectives and governing principles it has used in recent years when making decisions or adopting policies regarding executive compensation. However, in response to specific feedback received from shareholders as part of Aptiv’s engagement efforts and to provide the relevant context for its compensation decisions, Aptiv has expanded this year’s Compensation Disclosure and Analysis disclosure to provide a greater level of detail about the compensation decisions taken by the Compensation Committee.

2023 Shareholder Engagement. Aptiv is committed to regular, proactive engagement, communication, and transparency with shareholders, which enables the Company to better understand shareholders’ perspectives about Aptiv and the market generally.

As part of this commitment, we extended the opportunity to our top 25 shareholders representing approximately 53% of our then-outstanding shares, to meet with us in April 2023 prior to our 2023 Annual Meeting. Eight shareholders, representing over 26% of our then-outstanding shares, accepted our invitation and met with members of the Compensation Committee, along with our Chief Legal Officer, Chief People Officer and Vice President, Investor Relations, during these outreach sessions. The principal focus of the April engagement was executive compensation, and as described above we heard from our shareholders that they would appreciate disclosure of additional detail regarding compensation decisions.

We again extended the opportunity to our top 25 shareholders representing approximately 52% of our then-outstanding shares in Fall 2023, for a discussion focused on stewardship with the same members of senior management that participated in the outreach in April. 13 of these shareholders, representing approximately 24% of Aptiv’s then-outstanding shares, accepted our invitation to meet at that time. While Aptiv was prepared to focus on executive compensation in these engagements, for the most part, shareholders preferred to discuss topics more generally related to sustainability and related topics, such as Aptiv’s path to carbon neutrality, supply chain management, talent development, and diversity and inclusion.

The Board and management appreciated the constructive and positive input received from shareholders on all topics, which has continued to give us valuable insight into our shareholders’ priorities. We have and will continue to incorporate shareholder feedback into our practices.

In addition to the formal outreach discussed above, members of management continue to have regular and extensive interaction with our investors throughout the year to discuss our businesses, technologies, end markets, financial results, operational

execution and our sustainability efforts at numerous conferences and roadshows, in addition to Company-hosted events and quarterly conference calls; in particular, in 2023, the Company hosted 290 investor calls, 13 investor conferences and 19 marketing/non-deal roadshow events. We have also shared financial and sustainability information relevant to our shareholders through our Sustainability Report, our Investor Relations website, our Annual Report and this Proxy Statement.

2023 Peer Group Analysis. We use a group of peer companies to compare NEO compensation to market. The Compensation Committee reviews and determines the composition of our peer group on an annual basis, with input from its independent compensation consultant and management.

Aptiv’s 2023 peer group (referenced for purposes of 2023 compensation decisions) consisted of the following companies, whose aggregate profile was comparable to Aptiv in terms of size, industry, operating characteristics and competition for executive talent:

No changes were made to the peer group referenced for purposes of our 2023 compensation decisions. In 2023, target total direct compensation among our NEOs, on average, was positioned within what we view as a competitive range of the peer group.

In addition to the competitive market reference provided by our 2023 peer group, the Compensation Committee periodically uses supplemental market references from the technology sector for select roles to help prioritize building the leadership and technology skills within Aptiv that are fundamental to our ability to achieve our long-term strategy. One of the areas of highest focus has been on strengthening our product management, software development, artificial intelligence and machine learning, and systems engineering expertise. These skills are crucial to the development and deployment of next generation applications, cloud-native software, and sensor-to-cloud connectivity platforms which enable vehicles to efficiently evolve and improve over time. These capabilities are accelerating the commercialization of our Smart Vehicle Architecture (“SVA”) and other future full-systems solutions. These supplemental market references serve as an additional resource for the Compensation Committee to evaluate certain compensation decisions, where appropriate.

2023 COMPENSATION PROGRAM OVERVIEW

We regularly undertake a comprehensive review of our business plan to identify strategic initiatives that should be linked to executive compensation. We also assess the level of risk in our Company-wide compensation programs to ensure that they do not encourage imprudent risk-taking.

The following table outlines the primary elements of executive compensation for the NEOs for 2023 and indicates how these elements relate to our key strategic objectives:

Element		Key Features		Relationship to Strategic Objectives
Annual Base Salary		•  Commensurate with job responsibilities, individual performance, experience, market competitiveness and talent market dynamics   •  Reviewed on an annual basis for market competitiveness and individual performance		•  Attract and retain key executives by providing market-competitive fixed compensation
Annual Incentive Plan Awards		•  Compensation Committee approves an incentive design for each performance period based on selected financial, operational and strategic metrics   •  Each executive is granted a target award opportunity based upon job responsibilities, individual performance, experience, market competitiveness and talent market dynamics   •  Payouts can range from 0% to 200% of target and are determined by achievement of pre-established financial goals and strategic objectives		•  Pay-for-performance and encourages accountability by rewarding achievement of corporate objectives   •  Align executive and shareholder interests   •  Motivate the pursuit of specific business goals that drive long-term value creation   •  Drive our current and future platforms and Aptiv’s sustainability commitments through strategic goals   •  Attract, retain and motivate key executives with market-competitive incentive compensation opportunities
Long-Term Incentive Plan Awards		•  Target award granted commensurate with job responsibilities, individual performance, experience, market competitiveness and talent market dynamics   •  Grant RSU awards, 60% of which are earned based upon achievement of Company performance goals, including multi-year financial and relative TSR targets, and 40% of which vest over time		•  Pay-for-performance and encourages accountability by rewarding achievement of corporate objectives   •  Align executive and shareholder interests   •  Attract, retain and motivate key executives with market-competitive incentive compensation opportunities   •  Utilize multi-year vesting period and multiple metrics aligned to long-term shareholder value creation, including stock price performance
Retirement Programs		•  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, that allows for contributions that exceed statutory limits under our qualified defined contribution plan		•  Attract and retain key executives with market-competitive compensation opportunities that foster long-term savings opportunities

Additional, non-primary elements of executive compensation, such as payments related to life insurance, tax preparation, expatriate assignments or relocation, may be provided to NEOs from time to time. Any of these elements that were provided to NEOs in 2023 are reflected in the “All Other Compensation” column of the “2023 Summary Compensation Table”.

		2023 TARGET ANNUAL TOTAL DIRECT COMPENSATION MIX FOR CEO AND OTHER NEOS*   Base salary and annual and long-term incentive award opportunities (all as more fully described below) are the elements of our NEOs’ total direct compensation. A majority of each NEO’s total direct compensation opportunity is comprised of performance-based (“at-risk”) pay, in line with the Company’s compensation philosophy. The payouts of our annual incentive awards and the performance-based components of our long-term incentive awards are dependent on the achievement of specified performance goals. All our RSU awards, both time-based and performance-based, are aligned with Company performance, as the final value realized is based on the Company’s share price.

2023 ANNUAL COMPENSATION DETERMINATION

Individual base salaries and annual incentive targets for the NEOs are established based on the scope of each NEO’s responsibilities, individual performance, experience, market pay data and talent market dynamics.

2023 Base Salaries. Base salary is intended to be commensurate with each NEO’s responsibilities, individual performance and experience. Our practice is to make periodic adjustments to base salary, although we review compensation competitiveness annually. During 2023, the Compensation Committee approved base salary increases for two of our NEOs. Generally, these adjustments were intended to increase the market competitiveness of their compensation and to recognize the continued growth in their respective organizational responsibilities and exceptional performance.

The following table summarizes the adjustments:

2023 Annual Incentive Plan Awards. Our Annual Incentive Plan is designed to motivate our NEOs to drive profitable growth, including earnings and cash flow, and our strategic priorities by measuring the NEOs’ performance against our goals.

The Compensation Committee establishes the individual annual incentive target for each NEO at a market competitive level, based on the NEO’s position, individual performance, and the scope of his or her responsibilities. As designed, payouts based on the metrics described below can range from 0% to 200% of each NEO’s annual incentive target.

The Compensation Committee, working with management and its independent compensation consultant, sets the performance metrics and objectives based on Aptiv’s annual business objectives. For 2023, each NEO’s award payout was designed to be determined as follows:

NEO AIP Weighting

Financial Performance Objectives (75% Weighting). For 2023, financial performance objectives were based on the following metrics, which measure our overall financial performance in support of our business strategy:

Performance Goal Setting. The NI, CFBF and GOM goals and the award payout levels related to the achievement of those goals are measured on a performance scale set by the Compensation Committee. Performance below the minimum threshold for a metric would result in no payout for that metric, and performance above the maximum level for a metric would be capped at a maximum total payout of 200% of target with respect to that metric.

The Compensation Committee consistently sets performance targets that are rigorous and aligned with Aptiv’s three-year goal planning process and commitments to operational excellence. Our Annual Incentive Plan target goals, approved by the Compensation Committee, are generally established to reflect our focus on growth over prior year actual outcomes and above market growth in the performance period. Aptiv’s targeted levels of performance continue to reflect rigorous hurdles taking into account the challenging macroeconomic outlook and consistent with our goal of delivering exceptional operational performance.

Given the ongoing market uncertainty and the goal-setting challenges associated with macroeconomic headwinds in January 2023, the Compensation Committee determined that the 2023 Annual Incentive Plan would include the following design changes:

The 2023 corporate financial performance goals and results by metric for each of the two financial performance periods were:

Performance Metric*		Performance Period		Threshold 25% Payout		Target 100% Payout		Maximum 200% Payout		Achievement
Adjusted Net Income (NI)		H1 23						Actual: $434M		200%
				$222M		$332M		$425M
		H2 23				Actual: $691M				99%
				$463M		$695M		$888M
Cash Flow Before Financing (CFBF)		H1 23						Actual: ($197M)		200%
				($423M)		($282M)		($220M)
		H2 23		Actual: $946M						74%
				$713M		$1,070M		$1,367M
Growth Over Market (GOM)		H1 23						Actual: 7.5%		185%
				3.6%		5.4%		7.8%
		Actual: (1.3%)								0%
		H2 23
				3.6%		5.4%		7.8%
Financial Performance (% of Target)										126%

Strategic Results Metric (25% Weighting). In January 2023, the Compensation Committee decided to shift achievement on our strategic initiatives from a +/- 10% modifier (a design feature in previous Annual Incentive Plan performance periods) to a 25% weighted metric (“Strategic Results Metric”) for 2023 to reinforce the importance of our strategic goals in executing on our business strategy. The strategic goals under the Strategic Results Metric fall under the following three pillars and align with our broader strategic framework, including our sustainability program, and are intended to motivate focus across the organization on specific goals that drive long-term value creation. Aptiv’s strategic goals are reviewed with the same rigor and processes as the quantitative goal-setting described above, because these strategic goals are important to our ability to drive shareholder value creation.

Based on its holistic evaluation of our performance against our pre-established strategic goals, the Compensation Committee determined that a payout factor of 80% of target reflected the progress made and challenges faced in 2023 in relation to our Strategic Results Metric, as set forth in more detail below.

2023 Annual Incentive Plan Payouts. The 2023 Annual Incentive Plan payouts for our CEO and other NEOs were based 75% on corporate financial performance and 25% on strategic goals.

Initial Calculated Results. In determining the final payouts, the Compensation Committee evaluated our financial performance against identified threshold, target and maximum levels of corporate financial performance goals, which resulted in a calculated score of 126% of the target described above. Our Strategic Results Metric payout factor of 80% of target was determined by the Compensation Committee in its sole discretion, and reflected the Compensation Committee’s evaluation of the progress made on our strategic initiatives year-over-year, while recognizing that not all our goals were achieved. On a weighted basis, as shown below, the calculated payout score was 115% of target.

Exercise of Negative Discretion. Despite strong performance in achieving the Company’s financial targets and the Company’s leadership team making significant progress on the Company’s strategic priorities in 2023, the Compensation Committee considered Aptiv shareholders’ experience and decided to exercise negative discretion to reduce the initial calculated payout score (115%) earned by the NEOs to 100% of target.

As a result of the analysis described above, the Compensation Committee approved the following 2023 Annual Incentive Plan payouts for the NEOs.