DLPH Delphi Technologies PLC

 

 

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   .    No   .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   .    No   .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   .    No   .

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes   .    No   .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.    

 

If an emerging growth company, indicate by the check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule of the Act).    Yes       No  ☒

The aggregate market value of the ordinary shares held by of the registrant as of June 30, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, was $1,738,378,780 (based on the closing sale price of the registrant’s ordinary shares on that date as reported on the New York Stock Exchange).

This Amendment No. 1 on Form (“ ”) amends our Annual Report on Form for the fiscal year ended December 31, 2019 (“ ”), filed with the U.S. Securities and Exchange Commission (“ ”) on February 13, 2020 (“ ”). The sole purpose of this Amendment No. 1 is to include the information required by Items 10 through 14 of Part III of Form This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form which permits the information in the above referenced items to be incorporated in the Form by reference from our definitive proxy statement if such statement is filed not later than 120 days after our fiscal We are filing this Amendment No. 1 to include Part III information in our Original Filing because we will not file a definitive proxy statement containing such information within 120 days after the end of the fiscal year covered by the Original Filing. The reference on the cover of the Original Filing to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Filing is hereby deleted.

In accordance with Rule under the Securities Exchange Act of 1934, as amended (“ ”), Part III, Items 10 through 14 and Part IV, Item 15 of the Original Filing are hereby amended and restated in their entirety. This Amendment No. 1 does not amend, modify, or otherwise update any other information in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing. In addition, this Amendment No. 1 does not reflect events that may have occurred subsequent to the Original Filing Date.

Pursuant to Rule under the Exchange Act, this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements are included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation paragraphs 3, 4, and 5 of the certifications have been omitted.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*	Inclusive of service on the Board of Directors of Aptiv PLC (formerly known as Delphi Automotive PLC), the Company’s sole stockholder prior to December 5, 2017.

The Company’s Code of Ethical Business Conduct 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 Delphi Technologies’ website at by clicking on the tab “Investors” and then the caption “Code of Ethics” under the heading “Corporate Governance.” Copies of our Code of Ethical Business Conduct are also available to any shareholder who submits a request to the Corporate Secretary at Delphi Technologies PLC, 1 Angel Court, 10 Floor, London, EC2R 7HJ, United Kingdom. We intend to satisfy any disclosure requirement under Item 5.05 of Form 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.

The Company has a separately-designated standing audit committee (the “ ”) that consists of Mr. Cantie, Chair, Mr. Adams and Ms. Connors. All of the members of the Audit Committee meet the independence and financial literacy requirements of the NYSE and the additional, heightened independence criteria applicable to members of the Audit Committee under SEC and NYSE rules. The Audit Committee operates under a written charter adopted by the Board, which is evaluated annually. The charter is available on the Company’s website at delphi.com by clicking on the tab “Investors” and then the caption “Governance Documents” under the heading “Corporate Governance.”

The Board believes that a substantial majority of its members should be independent, directors. Mr. Dauch, our Chief Executive Officer, is our only director. When Mr. Nair was appointed to the role of Interim Chief Executive Officer in October 2018, he became the only director and stepped down from the Compensation and Human Resources Committee (“Compensation Committee”) and Finance Committee of the Board. Following the appointment of Mr. Dauch as our Chief Executive Officer in January 2019, Mr. Nair stepped down as Interim Chief Executive Officer and now serves as an independent director, serving on the Company’s Compensation and Finance Committees.

The Board has determined that each of its directors qualifies as an independent director under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission (“ ”) and the applicable listing standards of the New York Stock Exchange (“ ”). Furthermore, the Board limits membership on the Audit, Compensation, and Nominating and Governance Committees to independent directors.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Our executive compensation programs reflect our philosophy, which we believe encourages our executive officers to make sound decisions to drive short- and long-term shareholder value creation. The Committee utilizes a combination of fixed and variable pay elements in order to achieve the following objectives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Committee believes that our corporate executives share the responsibility to support the Company’s overall goals and performance. This compensation philosophy is most clearly reflected in our annual equity incentive grants, which tie executives’ pay across our businesses to overall Company performance. In addition, the Committee believes that there should also be clear accountability for the performance of one’s business or function. As a result, under our annual incentive plan, those executives who had roles associated with our Aftermarket and Powertrain divisions (including Mr. Quinlan) are compensated based upon the results of their respective divisions, while our corporate executives (all other NEOs excluding Mr. Quinlan), are compensated based upon overall Company results.

At our 2019 Annual Meeting of Shareholders, we received favorable support from over 98% of votes cast on our executive compensation program, which support we believe is a strong affirmation for our executive compensation program and philosophy as more fully outlined below. The Committee intends to consider the outcome of future votes when making future compensation decisions for our named executive officers and will make adjustments to support Delphi Technologies’ strategies and to remain market competitive.

This past year was a difficult one for the Company, and management’s execution of the Company’s operating plan fell substantially short of expectations. As a result, all NEOs received no from the 2019 Annual Incentive Plan.

2019 Peer Group

 

As part of a periodic review of our peer group, the Committee made some adjustments to ensure that the group’s aggregate profile continues to be comparable to the Company’s profile, including that the peer companies more closely reflect the size and scale of the Company’s operations. Below is the peer group that was approved by the Committee to benchmark compensation for executives for 2019.

American Axle & Manufacturing Holdings, Inc.		Navistar International Corporation
Autoliv, Inc.		Oshkosh Corporation
BorgWarner Inc.		Pentair PLC
Colfax Corporation.		Rockwell Automation, Inc.
Cooper-Standard Holdings Inc.		Sensata Technologies Holding, Inc.
Dana Incorporated		Tenneco Inc.
Dover Corporation		The Timken Company
Flowserve Corporation		TI Fluid Systems plc
Garrett Motion Inc.		Visteon Corporation
Meritor, Inc.		WABCO Holdings Inc.

•

Adjusted Net Income/ Adjusted Division Operating Income

•

Cash Flow Before Financing (CFBF)/Division Simplified Operating Cash Flow (SOCF)

•

Return on Invested Capital

•

Relative Total Shareholder Return

•

Base salary;

•

Annual incentive award;

•

Long-term incentive award; and

•

Other compensation, such as retirement plans and other benefits that were the same as those provided to similarly situated non-officer employees.

 

 

 

 

 

 

 

 

The mix of compensation in 2019 for Mr. Dauch and the other NEOs is shown below and was calculated by dividing each compensation element by total target compensation. Target award level opportunities do not include any special grants. Actual base salary and target compensation as reflected in the Summary Compensation Table or 2019 Grants of Plan Based Awards Table may reflect lower amounts if the NEO did not serve in such capacity for the full year period or if the NEO received an adjustment in base salary during the year

 

 

 

 

 

 

 

 

Annual Target Total Compensation Opportunities

 

The following table depicts 2019 target annualized total compensation opportunities for the NEOs (other than Mr. Nair) based on their base salary as in effect at December 31, 2019. Actual base salary and target compensation earned during 2019 and as reflected in the Summary Compensation Table or 2019 Grants of Plan Based Awards Table is lower than the target opportunities for those NEOs who received an adjustment in base salary during the year, as discussed below.

Name		Base Salary ($)				Annual Incentive Plan Target Award								Long-Term Incentive Plan Target Annual Award ($)				Total ($)
						(% Base Salary)				($)
Richard F. Dauch (1) Chief Executive Officer			1,100,000				125	%			1,375,000				5,500,000				7,975,000
Vivid Sehgal Chief Financial Officer			595,200				80	%			476,160				1,500,000				2,571,360
Michael J.P. Clarke (1) Senior Vice President and Chief Human Resources Officer			506,880				60	%			304,128				500,000				1,311,008
Kevin J. Quinlan Senior Vice President & General Manager, Electrification & Electronics			403,800				60	%			242,280				475,000				1,121,080
James D. Harrington Senior Vice President, General Counsel, Secretary and Chief Compliance Officer			590,000				80	%			472,000				1,200,000				2,262,000

 

 

(1)	Messrs. Clarke and Sehgal are each U.K. employees and paid in Pounds. Dollar amounts in this report have been converted from Pounds at a rate of 1.28 Dollars to one Pound. The exchange rate used was calculated by averaging the exchange rate for each calendar month in 2019.

 

 

2019 Annual Compensation Determination

 

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

Base Salaries.

Base salary is intended to reward and be commensurate with each NEO’s responsibilities, individual performance and experience. We periodically make base salary adjustments, and review compensation competitiveness at least annually. As a result of our review during 2019, we made no adjustments to our NEO’s base salaries.

2019 Annual Incentive Plan Awards.

Our Annual Incentive Plan is designed to motivate our executives, including our NEOs to drive earnings, cash flow and profitable growth by measuring the executives’ performance against goals at the Corporate and relevant Division levels. The individual annual incentive target for each executive can be adjusted based on the executive’s position, individual performance, and the size and scope of his or her responsibilities. Final payouts can range from 0% to 200% of each NEO’s annual incentive target. The target annual incentive as a percentage of base salary for each NEO is reflected above.

The Committee, working with management and its independent compensation consultant, set the underlying performance metrics and objectives for the preliminary annual incentive plan payout levels based on identified annual business objectives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Metric (1)		Weighting (%)
Average Return on Invested Capital (ROIC) 1			50	%
Relative Total Shareholder Return (TSR)			50	%

(1)	For detail regarding the calculation of each metric, see “Definition of Non-GAAP Performance Measures”.

Name		Long-Term  Incentive Plan Target Annual Award ($)
Richard F. Dauch			5,500,000
Vivid Sehgal			1,500,000
Michael J.P. Clarke			500,000
Kevin J. Quinlan			475,000
James D. Harrington			1,200,000

 

 

 

 

 

 

 

 

In February 2020, we paid out the performance-based RSUs for the 2017-2019 performance period. As Mr. Dauch, did not join the Company until January 2019, he did not receive a grant of 2017-2019 performance-based RSUs. The following tables set forth: (1) the threshold, target and maximum levels, as well as the actual level achieved, for each performance metric; and (2) for each eligible NEO, the target total number of performance-based RSUs and actual number of performance-based RSUs earned. Because the performance period included both periods before and after the from Delphi Automotive, the calculation of achieved results against each performance metric is determined by reference to the combined consolidated results of operations for both Aptiv and the Company for the one year period ended December 31, 2017 as if the had not occurred, and the results of operations for the Company for the one year period ended December 31, 2019.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name		Performance-based RSUs
		Target Total Number of Units Granted (#)				Actual Total Number of Units Earned (#) (1)
Vivid Sehgal			14,826				7,135
Michael J.P. Clarke			4,390				2,127
Kevin J. Quinlan			5,560				2,693
James D. Harrington			22,809				10,977

(1)	Includes accrued dividend equivalents.

 

 

 

 

 

 

The following financial measures are used in establishing target performance levels under our incentive plans. In determining final awards, the Committee retains the discretion to make adjustments for incentive plan purposes to eliminate the impact (positive or negative) of items the Committee believes are not representative of management’s execution of the Company’s operating plan.

Our employees are able to participate in defined contribution plans. Mr. Clarke and Mr. Sehgal participate in Delphi Technologies’ defined contribution plan for UK employees. Mr. Dauch, Mr. Quinlan and Mr. Harrington participate, and Mr. Nair participated, in our broad-based and defined contribution plan, the SRSP, which is a qualified plan under Section 401(k) of the Internal Revenue Code (the “Code”). All contributions to the SRSP are subject to any contribution limits imposed by the Code.

Under the SRESP, eligible U. S. employees receive Delphi contributions in excess of the limits imposed upon the SRSP by the Code. No guaranteed or above-market rates are earned; the investment options available are a subset of those available to all employees under the SRSP. Additional details regarding benefits and payouts under this plan are provided in the Deferred Compensation” section.

We provide additional benefits, such as relocation and expatriate benefits to our NEOs, which in general, are the same benefits as those provided to similarly situated employees. Additional details are covered in the “2019 Summary Compensation Table”.

To support better alignment of our executives’ interests with those of our shareholders, our Board believes that our officers should maintain an appropriate level of equity interest in Delphi Technologies. To that end, our Board has adopted the following stock ownership guidelines:

As a matter of policy, if our financial statements are materially misstated or in material noncompliance with any financial reporting requirement under securities laws, then the Committee will review the circumstances and determine if such misstatement or was the result of misconduct by any participant in our incentive compensation plans. If the Committee determines that a participant knowingly engaged in and/or permitted or failed to prevent the misconduct, such misconduct was attributable to such participant’s gross negligence or such participant is otherwise subject to the automatic forfeiture provisions (and not otherwise exempted) under United States federal securities laws, then in each such case, the participant will be required to repay any amounts paid to him or her under our incentive compensation plans relating to the periods impacted by such misstatement or noncompliance. In addition, the participant may forfeit certain future awards.

All executives, including the NEOs, are required to sign confidentiality and agreements in order to participate in the Long-Term Incentive Plan. The agreements include and covenants, which prohibit executives from:

If the terms of the confidentiality and agreements are violated, Delphi Technologies has the right to cancel or rescind any final Long-Term Incentive Plan award, consistent with applicable law.

We do not provide any excise tax specific to our officer population. Certain expatriate policy and relocation provisions, applicable to all salaried employees, allow for tax as reimbursement for additional taxes or expenses incurred due to expatriate status or relocation expenses.

The Company prohibits its directors, officers and employees from engaging in transactions having the effect of hedging the value of the Company’s ordinary securities. In addition, the Company prohibits its directors, officers and employees from purchasing Company securities on margin or holding Company securities in a margin account. The Company also prohibits its directors, officers and employees from pledging the Company’s securities as collateral for a loan. The Company’s Policy Prohibiting Insider Trading is available on by clicking on the tab “Investors” and then the caption “Governance Documents” under the heading “Corporate Governance.”

Meridian Compensation Partners LLC (“Meridian”) serves as the Committee’s independent compensation consultant. The scope of the work done by the consultants during 2019 included the following:

In 2019, the Committee asked Meridian to conduct a market review of the Company’s compensation programs to identify any areas of concern or significant gaps from market practices in the Company’s compensation policies, practices and programs. The review did not identify any significant gaps from market practices that in Meridian’s view encourage excessive risk taking. Based on the Meridian market review, the Committee concluded that the Company’s compensation policies, practices and programs do not create risks that are reasonably likely to have a material adverse effect on the Company or its subsidiaries.

Prior to 2018, Section 162(m) of the Code generally limited the tax deductibility of compensation paid to the chief executive officer and each of the next three most highly compensated executive officers (excluding the CFO) that exceeds $1 million in any taxable year unless the compensation over $1 million qualified as “performance-based” within the meaning of Section 162(m). The ability to rely on the “performance-based” compensation exception under Section 162(m) was eliminated in 2017 and the $1 million limitation on deductibility generally was expanded to include all named executive officers (including the principal financial officer). As a result, we may no longer take a deduction for any compensation paid to our named executive officers in excess of $1 million unless the compensation qualifies for the “performance-based” compensation exception and qualifies for transition relief applicable to certain arrangements in place on November 2, 2017. While we may qualify for transition relief, we cannot guarantee that will be the case and we expect that for those executives who are employed in the United States, compensation in excess of $1 million will no longer be deductible, however the Committee has determined that in many instances the benefit of such tax deductibility is outweighed by the need for flexibility or the attainment of other objectives. Accordingly, the Committee will continue from time to time to award compensation that is not tax deductible if the Committee determines that it is in our and our shareholders’ best interests.

On January 7, 2019, in connection with Mr. Dauch’s appointment as Chief Executive Officer, the Delphi Board approved Mr. Dauch’s employment agreement. The agreement remains in effect until the date specified by one party to the other by means of a written notice. The agreement sets forth the terms of Mr. Dauch’s compensation, which includes: (1) a base salary of $1,100,000 per year; (2) a target award under the Annual Incentive Plan for 2019 equal to 125% of base salary; (3) an equity award under the Long-Term Incentive Plan for the performance period 2019-2021 valued at $5,500,000 in the form of time-based restricted stock units and performance-based restricted stock units; and (4) a inducement award of a stock option to purchase ordinary shares of the Company, which option had an approximate value of $5,000,000 (determined on a Black-Scholes basis) at an exercise price equal to the fair market value of an ordinary share (determined as the average of the high and low trading prices for an ordinary share on the grant date). The option becomes exercisable in equal parts annually over a 5 year period commencing on the first anniversary of the grant, subject to continued employment through the applicable vesting date (and accelerated vesting upon termination of employment in limited circumstances). The option will be exercisable (subject to vesting) for a period of 10 years after the grant date, subject to earlier expiration in the event of termination of employment.

The agreement also provides for Mr. Dauch’s participation in the benefit package offered to U.S.-based executives of the Company, including the Company’s Severance Plan (see “Potential Payments Upon Termination or Change In Control”), the Company’s tax equalization program for employees seconded from the United States to the United Kingdom, where the Company’s principal corporate office is currently located, tax preparation assistance, use of an apartment or other appropriate accommodations while Mr. Dauch is in London on Company business (for a period of

up to twelve months after his employment commencement date), expense reimbursements, and a perquisite allowance of $40,000. Mr. Dauch has waived his right to receive benefits under the Severance Plan in the event that a change in control occurs as a result of a transaction between the Company and American Axle (or any of its affiliates). Mr. Dauch is not entitled to severance benefits under the Company’s Executive Severance Plan; however, if his employment is terminated as a result of termination by the Company without cause or by him for good reason, he will be entitled to the following: (1) a cash severance payment in an amount equal to (A) the sum of (I) his base salary plus (II) his target annual bonus for the year in which his termination occurs, (B) divided by 12 and (C) multiplied by 18, and (2) a prorated portion of his then outstanding long-term incentive awards based on the portion of the vesting or performance period, as applicable, elapsed prior to this termination date. The foregoing severance benefits are subject to the signing of a general release.

In connection with his employment, Mr. Dauch also entered into a Confidentiality and Noninterference Agreement that includes confidentiality provisions (that apply during employment and indefinitely thereafter), and provisions (that apply during employment and for twenty four months after termination) and provisions (that apply during employment and for twelve months after termination).

We, the undersigned members of the Compensation Committee, have reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussion, we recommended to the Board that the Compensation Discussion and Analysis be included in our Annual Report on Form for the year ended December 31, 2019.

 

 

 

 

 

 

Name and Principal Position (1)		Year				Salary (2)(3)				Bonus (2)				Stock Awards (4)(5)				Option Awards  (4)				Non-Equity Incentive Plan Compensation  (3)(6)				All Other Compensation				Total  (7)
						($)				($)				($)								($)				($)				($)
Richard F. Dauch Chief Executive Officer			2019				1,083,077				40,000				7,113,821				2,988,049				—				445,801				11,670,748
Vivid Sehgal Chief Financial Officer			2019 2018 2017				595,200 621,425 134,706				—   —   193,500				1,940,134 2,789,824 963,058				—				—   248,570 143,327				92,694 95,155 14,161				2,628,028 3,754,974 1,448,752
Michael J.P. Clarke Senior Vice President and  Chief Human Resources Officer			2019 2018 2017				506,880 522,975 470,202				—   —   —				646,702 998,447 343,949				—				—   157,066 318,195				200,912 153,899 57,720				1,354,494 1,832,386 1,190,066
Kevin J. Quinlan Senior Vice President and General Manager, Electrification & Electronics			2019				403,800				—				614,380				—				—				553,995				1,572,175
James D. Harrington Senior Vice President, General Counsel, Secretary and Chief Compliance Officer			2019 2018 2017				590,000 582,500 143,750				—   307,406 275,000				1,552,124 2,088,153 1,113,546				—				—   233,000 152,950				581,160 197,112 25,134				2,723,284 3,408,172 1,710,380
Hari N. Nair Interim Chief Executive Officer			2019 2018				33,808 598,179				—   —				26,855 498,145				—				—   —				2,804 39,952				63,467 1,136,276

(1)

Messrs. Clarke and Sehgal are UK employees (paid in Pounds). Each of their respective salary, bonus and other compensation items were paid in Pounds. U.S. Dollar amounts in this report have been converted from Pounds at a rate of 1.28 Dollars to one Pound. The exchange rate used was calculated by averaging exchange rates for each calendar month in 2019.

(2)

2019 amounts do not include amounts that became payable to Mr. Sehgal in 2020 under the Retention Agreement. 2017 amounts reflect partial year of service for Messrs. Harrington and Sehgal. Messrs. Harrington and Sehgal each received hiring bonuses under their respective offer letters when they joined the Company in 2017. In addition, in accordance with the terms of his offer letter, Mr. Harrington became entitled to a bonus in March 2018 equal to the target bonus forfeited, prorated to the date of termination of his prior employment.

(3)

Base salary and annual incentive awards are eligible for deferral under the SRESP. During 2019, Messrs. Dauch, Quinlan, Harrington and Nair participated in the SRESP. During 2018, Messrs. Harrington and Nair participated in the SRESP. Mr. Harrington also participated in the SRESP during 2018. Total base salaries and annual incentive awards, including the deferred portions, are presented in this 2019 Summary Compensation Table. Company contributions to the SRESP for 2019 are displayed in the “All Other Compensation” column, see Note 7.

 

 

 

(4)

For assumptions used in determining the fair value of these awards, see Note 22, Share-Based Compensation to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The award values reflected in the “Stock Awards” and “Option Awards” columns are the grant date fair values of the NEOs’ respective long-term incentive awards and non-qualified stock option award, respectively, determined in accordance with FASB ASC Topic 718.

(5)

The 2019 grant date for accounting purposes for the annual awards given to NEOs other than Mr. Nair under the LTIP was set at February 28, 2019, as approved by the Board of Directors and Compensation Committee. These award values include the value of performance-based RSUs based on target performance. Assuming maximum performance achievement and based on grant date share price, for the NEOs’ performance-based RSUs granted in 2019, the values in the “Stock Awards” column would be $15,260,861, $3,347,147, $1,115,696, $1,059,928, and $2,677,733, for Messrs. Dauch, Sehgal, Clarke, Quinlan and Harrington, respectively. The amount shown for Mr. Nair is the grant date fair value of the ordinary shares of stock issued to him pursuant to his Employment Agreement using a grant date of January 5, 2019, in each case as determined in accordance with FASB ASC Topic 718.

(6)	The “Non-Equity Incentive Plan Compensation” column reflects payments made under our Annual Incentive Plan. Mr. Nair did not participate in the Annual Incentive Plan.

(b)	This column reflects the aggregate incremental cost for each NEO for premium payments made regarding his life insurance policy.

(c)	This column reflects tax gross-ups as reimbursement for additional taxes or expenses incurred due to expatriate status and relocation, consistent with the Company’s expatriate policy and relocation provisions, applicable to all salaried employees.

(d)	This amount principally represents Company-provided automobile and related expenses.

 

 

 

The values displayed in the table below reflect each NEO’s outstanding long-term incentive awards, inclusive of dividend equivalents, as of December 31, 2019, including the value of any such long-term incentive awards that were converted from Aptiv long-term incentive awards to Delphi Technologies long-term incentive awards. The market values are calculated using a share price of $12.83, the December 31, 2019 closing price of our stock. The performance-based RSUs granted in 2018 and 2019 and labeled with performance periods and are presented at the maximum level of performance (200% of target performance).