APTIV PLC (APTV)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
APTIV PLC · Meeting: April 29, 2026
Directors FOR
2
Directors AGAINST
9
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors (Resolutions 1 to 11)
Against Analysis
Mr. Clark has served as CEO and director since 2015, giving him full responsibility for the period in which Aptiv's stock fell roughly 35% over three years while the company's own peer group rose 54% on average — a gap of nearly 89 percentage points that far exceeds the policy trigger; the five-year record is equally poor, so no mitigating relief applies.
Ms. Cooper has served since February 2018, meaning her tenure fully overlaps the three-year and five-year periods of severe underperformance; the 5-year record does not provide a mitigant because the gap versus peers is even larger over that window.
Mr. Hooley joined in January 2020 and his tenure covers the full three-year underperformance period; as chair of the Compensation Committee he bears particular responsibility for pay and performance alignment, and the five-year record provides no mitigant.
Professor Janow joined in April 2021, meaning her tenure covers the entire three-year measurement window during which Aptiv underperformed its peers by nearly 89 percentage points; the five-year comparison is not fully applicable given her tenure, so the 3-year trigger stands without mitigation.
Mr. Mahoney has served since 2009 and his tenure fully spans both the three-year and five-year underperformance periods, with neither providing relief; as Finance Committee Chair and a long-serving director, he carries significant accountability for Aptiv's sustained value destruction.
Mr. Meister has served since July 2019 and as Lead Independent Director bears direct responsibility for board effectiveness during a period of severe, sustained underperformance; the five-year record provides no mitigant as that gap also exceeds the policy threshold.
Mr. Ortberg has served since September 2018 and his tenure fully covers both the three-year and five-year measurement windows during which Aptiv dramatically underperformed its peers; no mitigating relief is available from the five-year check.
Dr. Parris has served since December 2017, giving him full exposure to both the three-year and five-year periods of underperformance relative to peers; the five-year data offers no mitigant as performance gaps exceed the applicable thresholds over both windows.
Ms. Pinczuk has served since November 2016 and her tenure spans both the three-year and five-year windows of severe underperformance versus the company's own peer group; the five-year record provides no mitigant.
For Analysis
Mr. Agnevall joined the board in December 2025, well within the 24-month new-director exemption, so the TSR trigger does not apply; he brings relevant industrial technology and transformation experience appropriate for Aptiv's business.
Ms. Jakkal joined in April 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; her cybersecurity and technology background is relevant to Aptiv's strategic direction.
Nine of eleven directors warrant an AGAINST vote due to Aptiv's severe stock underperformance: the company's shares fell roughly 35% over three years while its own disclosed peer group gained 54% — a gap of nearly 89 percentage points, far exceeding the 20-point policy trigger for companies with negative absolute returns. The five-year record is equally damaging, with a 108-point gap versus peers, eliminating any mitigating relief. Only two directors — Agnevall and Jakkal — are exempt because they joined within the past 24 months.
Say on Pay
✓ FORCEO
Kevin P. Clark
Total Comp
$19,250,277
Prior Support
90%%
The CEO's total reported pay of approximately $19.3 million is within a reasonable range for a large-cap industrial technology company of Aptiv's size and complexity, and the compensation structure is well-designed: 92% of the CEO's target pay is variable or at risk, with 60% of long-term incentive awards tied to measurable multi-year financial goals (return on invested capital and software revenue growth) plus a relative stock performance modifier — all of which are meaningful, hard-to-manipulate metrics. The company received 90% shareholder support on last year's Say on Pay vote, indicating broad investor satisfaction, and the committee made targeted improvements to incentive metrics in 2025. While Aptiv's absolute stock price has declined significantly, the pay-for-performance check does not require a No vote here because the incentive pay structure itself is well-designed and the CEO's realized pay was directly reduced by the lower stock price, demonstrating that the program is working as intended.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$19,100,000
Non-Audit Fees
$11,500,000
Ernst & Young's fees for 2025 include $19.1 million in core audit fees and $11.5 million in non-audit work (audit-related services of $5.6 million plus tax fees of $5.9 million), producing a non-audit ratio of approximately 60%, which exceeds the 50% threshold in our policy and raises concerns about auditor independence; the $5.6 million spike in audit-related fees appears related to the planned spin-off of the EDS business, which is a one-time transaction, but our policy does not automatically waive the trigger for such circumstances — the ratio still fires and warrants a vote against.
Overall Assessment
Aptiv's 2026 annual meeting ballot presents significant governance concerns: nine of eleven directors, including the CEO-Chair, warrant an AGAINST vote because Aptiv's stock has lost roughly 35% over three years while the company's own peer group gained 54% — a nearly 89-percentage-point gap that triggers the policy's director accountability rule, with the five-year record offering no relief. The auditor ratification also warrants a vote against because Ernst & Young's non-audit fees represent approximately 60% of core audit fees, exceeding the independence threshold, largely driven by a spike in transaction-related advisory work tied to the EDS spin-off; only the Say on Pay vote earns a FOR recommendation, as the compensation structure is genuinely performance-linked and the CEO's realized pay was curtailed by the falling stock price.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing