Javed Khan
AptivAbout Javed Khan
Javed Khan, 52, is Executive Vice President and President of Software and Advanced Safety and User Experience (AS&UX) at Aptiv; he joined in August 2024 after senior roles leading Cisco Collaboration and product leadership at Symantec, with earlier engineering roles at Novell . His 2024 annual bonus paid out at 121% of target driven by a 136% financial factor and 75% strategic factor, and his long-term equity mix emphasizes performance: PRSUs tied equally to Average RONA, Cumulative Net Income, and relative TSR over 2024–2026 (0–200% payout) . Form 3 shows his event date of 08/14/2024 and officer title at appointment .
Aptiv recent operating context (last 4 quarters) and payout rigor: the company reported revenue growth sequentially through 2025, while 2022–2024 PRSUs paid at 63% of target (RONA 82%, NI 106%, TSR 0%), underscoring a pay-for-performance framework that can underpay on weak TSR .
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues (USD) | $4,907,000,000 | $4,825,000,000 | $5,208,000,000 | $5,212,000,000 |
| EBITDA (USD) | $782,000,000* | $752,000,000* | $819,000,000* | $854,000,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cisco | SVP & GM, Collaboration | — | Led collaboration portfolio; scale SaaS execution (company biographical disclosure) |
| Symantec | VP, Enterprise & Consumer Security Products | — | Product leadership in security software (company biographical disclosure) |
| Novell | Engineer | — | Early engineering roles (company biographical disclosure) |
Fixed Compensation
| Component | 2024/Current Terms | Notes |
|---|---|---|
| Annual Base Salary | $900,000 | Established in offer; reviewed per Aptiv practice |
| 2024 Salary Paid | $344,318 | Prorated from August 2024 start |
| Target Annual Incentive | 135% of salary ($1,215,000) | 0–200% range; 2024 payout guaranteed at target per offer |
| 2024 Annual Incentive Paid | $1,470,150 | Payout factor 121% (Financial 136%, Strategic 75%) |
| Sign-on Cash Bonus | $5,000,000 total; $2,500,000 at hire (paid 2024), $1,500,000 at 1-year, $1,000,000 at 2-year; 2-year repayment if voluntary quit/for cause | Retention structure; subsequent installments require continued employment |
| All Other Compensation (2024) | $14,603 | Retirement plan contributions and life insurance |
Performance Compensation
- Program design: Annual LTI target $4,100,000, split 60% PRSUs / 40% RSUs; PRSUs vest after 3-year performance period; RSUs vest ratably over 3 years .
2024 AIP Results (paid in 2025)
| Metric | Weighting | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Financial Performance | 75% | 100% | 136% | 136% |
| Strategic Results | 25% | 100% | 75% | 75% |
| Total | — | — | — | 121% (pays $1,470,150 on $1,215,000 target) |
2024 LTI Structure (Grant year 2024; performance period 2024–2026)
| Metric | Weighting | Target | Actual | Payout Range | Vesting/Settlement |
|---|---|---|---|---|---|
| Average RONA | 33.3% | 100% | In-flight | 0–200% | PRSUs vest end of 2026; settle early 2027 |
| Cumulative Net Income | 33.3% | 100% | In-flight | 0–200% | PRSUs vest end of 2026; settle early 2027 |
| Relative TSR (Russell 3000 Auto Parts Index) | 33.3% | 50th percentile = 100% | In-flight | 0–200% | PRSUs vest end of 2026; settle early 2027 |
2024 Grants and New-Hire Equity
| Grant Type | Grant Date | Units/Target | Vesting | Grant-Date Value |
|---|---|---|---|---|
| Time-Based RSU (annual) | 10/1/2024 | 23,002 | Generally ratable over 3 years | $1,622,101 |
| PRSU (annual) | 10/1/2024 | Target 8,626; Max 69,004 | Performance 2024–2026; settle early 2027 | $2,837,790 |
| Time-Based RSU (one-time new-hire) | 10/1/2024 | 56,101 | 50% on 10/1/2025; 50% on 10/1/2026 | $3,956,243 |
| PRSU (one-time new-hire) | 10/1/2024 | Target 8,766; Max 70,128 | Full vest 12/31/2026; settle early 2027 | $2,884,014 |
| New-Hire Package Summary | — | — | RSU $4.0M (2-year ratable); PRSU $2.5M; Cash $5.0M in 3 tranches | $6.5M equity sign-on |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial Ownership (as of 2/28/2025) | 3,754 shares; <1% of class |
| RSUs Vesting Within 60 Days (as of 2/28/2025) | 0 |
| Unvested Time-Based RSUs at 12/31/2024 | 56,101 (new-hire; vests 10/1/2025 and 10/1/2026); 23,002 (annual; generally 3-year ratable) |
| In-Flight PRSUs at 12/31/2024 (shown at max) | 70,128 (new-hire) and 69,004 (annual) for 2024–2026 cycle |
| Ownership Guidelines | 3x base salary for Section 16 officers; 5-year compliance window; as of Feb 14, 2025, all NEOs at/above or on track |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no pledging, hedging, options, margin) |
| Form 3 (initial) | Filed 8/19/2024; event 8/14/2024; 0 ordinary shares; officer title disclosed |
Potential insider selling pressure windows:
- Oct 1, 2025 and Oct 1, 2026: large time-based RSU tranches from the 56,101 new-hire grant vest 50% each date .
- Dec 31, 2026: PRSUs (annual and new-hire) complete performance period; settlement early 2027 can release shares subject to performance and windows .
Employment Terms
- Start date and role: joined August 2024; President, Software and AS&UX (officer list and biography) ; Form 3 event 08/14/2024 .
- Offer letter economics: base salary $900,000; AIP target 135% ($1,215,000) with guaranteed 2024 payout; annual LTI target $4,100,000 (60% PRSUs/40% RSUs); new-hire equity $6,500,000 (RSU $4.0M over 2 years; PRSU $2.5M); sign-on cash $5,000,000 in three tranches with 2-year repayment if voluntary quit/for cause .
- Non-compete and Non-solicit: 12-month non-compete; 24-month non-solicitation; applied to executives .
- Severance and Change-in-Control: Double-trigger CIC benefits; for NEOs (other than CEO) 2x base salary + 2x higher of target AIP (current-year vs pre-CIC), plus 24 months COBRA value; no excise tax gross-up .
- Ownership guideline and trading policy: 3x salary guideline; anti-hedging/anti-pledging and no options or margin trading permitted .
Say-on-Pay and Governance Context
| Item | Result / Detail |
|---|---|
| 2025 Say-on-Pay (Advisory) | For: 177,675,761; Against: 18,766,650; Abstain: 781,394; Broker Non-Votes: 7,017,516 |
| Independent Comp Consultant | Meridian; independence affirmed; scope included peer groups, benchmarking, trends, risk review |
| Clawback Policies | NYSE/SEC-compliant clawback adopted in 2023; supplemental discretionary policy also maintained |
| Compensation Risk Assessment | Programs not reasonably likely to create material adverse risk (Jan 2025 review) |
Track Record, Value Creation, and Execution Risk
- 2024 annual incentive design: 75% financial and 25% strategic; Khan’s higher-than-target financial factor (136%) suggests above-plan corporate financial delivery with strategic outcomes at plan (75%) .
- LTI rigor: 2022–2024 PRSUs paid 63% overall (RONA 82%, NI 106%, relative TSR 0%), indicating sensitivity to multi-year TSR underperformance—important for forward payout risk on 2024–2026 PRSUs .
- Strategic execution themes in 2024 included advancing AI/software stack (cloud-native ADAS refactor), Wind River integration, and bookings strength in APAC—relevant to Khan’s remit .
Investment Implications
- Alignment: Heavy PRSU weighting (60% of annual LTI) on RONA/NI/relative TSR plus anti-hedging/anti-pledging and 3x ownership guidelines align incentives with multi-year value creation .
- Retention and event risk: Staged $5M sign-on cash (through year 2) and large time-based RSU vests on 10/1/2025 and 10/1/2026 create retention hooks but also potential selling pressure near vesting windows; PRSU results in early 2027 are a second catalyst .
- Execution sensitivity: 2022–2024 PRSU underpayment on TSR (0%) signals that sustained TSR underperformance would materially reduce Khan’s PRSU realizable value, tightening alignment but heightening retention risk if market/relative performance lags .
- Shareholder support: Strong say-on-pay support despite significant new-hire packages suggests investors accept pay-for-performance design and strategic hiring to accelerate software/AS&UX execution .