master’s degree in business administration from Columbia University.Mr.

allows the Compensation Committee to consider strategic factors in addition to the financial metrics under the Annual Incentive Plan.

While there he served as chief financial officer of inVentiv Health Inc., a leading provider of pharmaceutical development services and a Liberty Lane portfolio company.Prior to Liberty Lane, Mr. Massaro served in a variety of finance and operational roles at Thermo Fisher Scientific from 2002 to 2007, including senior vice president of Global Business Services where his responsibilities included global sourcing and information technology.Prior to the merger with Thermo Electron, Mr. Massaro also served as vice president and corporate controller of Fisher Scientific as well as several other senior finance positions.Mr. He then joined Solectron as director of customer supply chain before becoming director of supply management. Ms. Cooper joined the Board on February 15, 2018. minimum of five times his base salary to a minimum of six times his base salary. performance, experience and market pay data. Prior to that time, he held other executive positions at Emerson, which he joined in 1991. To be considered for inclusion in next year’s proxy statement, shareholder proposals submitted in accordance with the SEC’s rules must be the Corporate Secretary, which must be received at our principal executive offices no later than the close of business on March 7, 2019, and no earlier than November 30, 2018. In this section, we describe and analyze: Main Responsibilities: Design executive compensation plans that are aligned with the company’s business objectives and talent strategy, while ensuring the achievement of consistent and market-driven levels of compensation.

contractors or “leased” workers.

business on February 28, 2018. Control). scheduled to be paid in 2018 (but no later than March 15, 2018). In addition, an NEO who incurs a qualifying separation is also entitled to receive a lump sum payment representing the sum of 36 monthly COBRA premiums for the CEO and 24 monthly COBRA premiums for NEOs other than the CEO. The table below sets forth specified information regarding

Under Jersey law, the directors are required to present the accounts of the Company and the reports of the auditors before shareholders at a general Mr. Frissora became the President and Chief Executive Officer of Caesars Entertainment Corporation, a casino entertainment company. [])) participate in the assessment of his own performance and he was not eligible for an SRM payout.

He has both a bachelor’s degree in financial administration and a master’s degree in finance from Michigan

The Severance Plan also provides a COBRA subsidy for a period of up to 18 months following a qualifying separation. shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Aptiv PLC to be held on April 26, 2018 or at any postponement or adjournment thereof.

Trickett holds a Bachelor of Science degree in history and law from Kirovograd State University, Ukraine; a Master of Science degree in human resource management from Temple University in Philadelphia; and her Advanced Management Program from IESE at the University of Navarra in Barcelona.Simon Yang is president of Asia Pacific of Aptiv since January 2018. Technology Committee. Furthermore, even if the Compensation Committee has intended (or should desire in the future) to grant compensation that qualifies for the performance-based exception, Aptiv cannot guarantee A In order to help our shareholders better understand our Board practices, we are including the following He works alongside the regional executive team on cross-divisional initiatives and leads the stewardship of Aptiv’s relationships with government and senior customer contacts.Mr.

firm is responsible for performing an audit These offer letters describe our standard terms and conditions of employment and compensation and Mr. Frissora previously served for five years as a Vice excluding Mr. Butterworth: Our annual equity awards include both preparation and review of our financial statements.

on our Board who are well-versed in the Company’s business and help facilitate the transfer of institutional Previously, on July 31, 2018, Aptive PLC reported Deferred Compensation Liability Classified Noncurrent of $27,000,000 USD. voting site. As required by Section 14A of the Securities Exchange Act of 1934, as amended, we are providing hire payments as set forth below.

Each NEO may receive from 0% to 200% of his target performance-based RSU award as determined by Aptiv’s performance against the following company-wide performance metrics: The Long-Term Incentive Plan allows for dividend equivalents to accrue on unvested RSUs; however, the dividend equivalents vest and pay out only if and The Audit Committee also Awards” column of the 2017 Summary Compensation Table because of the different methodologies used to calculate the value of the award. Shareholders have the ability to access, view and print the proxy materials on a website referred to in the Notice and request a printed set of proxy materials. responsibilities, labor market dynamics, the individual’s performance over time, and the experience and critical skills the individual may bring to his or her role with Aptiv. approved. An equity award must be outstanding for one year in order to receive any benefit at termination. The Compensation Committee reviews the ownership level for covered executives each year. a small selection of index mutual funds and do not offer any guaranteed or above-market returns. fostering a high performance culture; for Mr. Massaro, his leadership and performance in

A payment will also be calculated for that time period based on actual performance and compared to the prorated target, with the executive receiving the larger of the two values. This summary highlights information contained elsewhere in the Proxy Statement. Division Director; President for Advanced Workstations Division; General Manager, Large Scale Computing Division; and Senior Vice President, Technology & Manufacturing.

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.

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