Jay Hooley
AptivAbout Joseph L. (Jay) Hooley
Jay Hooley, age 67, has served as an independent director of Aptiv since January 2020. He is the former Chairman (2011–2019) and Chief Executive Officer (2010–2018) of State Street Corporation, and previously served as President and Chief Operating Officer (2008–2014); he holds a bachelor’s degree from Boston College . The Board has determined Mr. Hooley is independent under NYSE rules and qualifies as an Audit Committee financial expert .
Past Roles
| Organization | Role(s) | Tenure | Committees/Impact |
|---|---|---|---|
| State Street Corporation | Chairman of the Board | 2011–2019 | Led transformation of a global financial services firm; deep governance and investor perspective |
| State Street Corporation | Chief Executive Officer | 2010–2018 | Strategic planning and global management experience |
| State Street Corporation | President & Chief Operating Officer | 2008–2014 | Operational leadership across investor services and trading |
| State Street Corporation | Executive Vice President; Head, Investor Services Division; appointed Vice Chairman & Global Head, Investment Servicing and Investment Research & Trading | 2002–2008; Vice Chairman 2006 | Institutional investor engagement and market infrastructure expertise |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Exxon Mobil Corporation | Lead Independent Director | Current | Governance leadership at a mega-cap energy company |
| State Street Corporation | Director | 2009–2019 | Prior public company directorship |
Board Governance
- Committee assignments: Chair, Compensation and Human Resources Committee (CHRC); Member, Audit Committee .
- Independence: Board determined all non-employee directors (including Hooley) are independent under NYSE listing standards; Audit Committee entirely independent .
- Financial expertise: Hooley qualifies as an “audit committee financial expert” under SEC rules .
- Board/committee activity: Board met 8 times in 2024; CHRC met 6 times; Audit met 5 times; all directors attended at least 75% of Board and committee meetings; independent directors hold executive sessions at every Board/committee meeting .
- Compensation governance: As CHRC Chair, Hooley led oversight of executive pay; independent consultant Meridian was assessed as conflict-free and participated in CHRC sessions and executive sessions; CHRC completed compensation risk assessment and affirmed risk-mitigating controls (clawback, ownership guidelines, capped incentives) .
Fixed Compensation
| Component | Amount | Terms | Evidence |
|---|---|---|---|
| Annual director compensation (cash + RSUs) | $300,000 | Directors may elect 60%, 80% or 100% in RSUs; remainder cash | |
| Committee chair fee (CHRC) | $25,000 | Additional annual compensation for CHRC Chair | |
| Audit Committee chair fee | $30,000 | Not applicable to Hooley (he is Audit member, not Chair) | |
| Lead Independent Director premium | $50,000 | Not applicable to Hooley (Meister is LID) | |
| 2024 fees earned in cash (Hooley) | $0 | Hooley elected to receive compensation entirely in RSUs | |
| 2024 stock awards (Hooley) | $325,038 | Grant date fair value of RSUs granted April 25, 2024 | |
| 2024 total (Hooley) | $325,038 | Compensation delivered 100% in equity |
- RSU vesting cadence: Annual RSU grant on day of Annual Meeting; vests on the day before the next annual meeting (2024 grant vests April 22, 2025) .
Performance Compensation
| Equity vehicle | Grant date | Vesting | Performance metrics tied to director equity |
|---|---|---|---|
| Time-based RSUs (directors) | April 25, 2024 | Vests in full on April 22, 2025 | None disclosed for directors; director equity is time-based (no performance criteria) |
Other Directorships & Interlocks
| External entity | Relationship to Aptiv | Potential interlock/conflict notes |
|---|---|---|
| Exxon Mobil Corporation (LID) | No supplier/customer relationship disclosed | No related-party transactions identified in 2024; directors subject to Related Party Transaction Policy |
| State Street Corporation (Director 2009–2019) | Historical role | No current Aptiv related-party ties disclosed |
- Overboarding limits: Non-CEO directors limited to four public company boards; Audit Committee members limited to three audit committees—Hooley’s current public company board count (Aptiv + Exxon Mobil) is within limits .
- Independence and conflicts: Board confirms director independence; policy prohibits hedging/pledging; Related Party Transaction Policy requires disclosure and committee review; none identified for 2024 .
Expertise & Qualifications
- Strategic and governance expertise from leading State Street, with institutional investor engagement perspective informing Aptiv board discussions .
- Audit Committee financial expert qualification, enhancing financial oversight and risk governance .
- Global business perspective and corporate governance experience applicable to CHRC leadership .
Equity Ownership
| Holder | Shares owned | RSUs vesting within 60 days | Total | % of class |
|---|---|---|---|---|
| Joseph L. Hooley | 11,555 | 4,552 | 16,107 | <1% |
- Director stock ownership guidelines: $600,000 in Aptiv shares (5x maximum cash retainer); all non-employee directors other than two newer appointees (Jakkal 2024, Janow 2021) were at or above the requirement as of 2024 measurement, implying Hooley meets/exceeds guidelines .
- Anti-hedging/pledging: Directors prohibited from hedging or pledging Aptiv stock (and from margin and options trading) .
Governance Assessment
- Alignment: Hooley elected to take 100% of 2024 director pay in equity (RSUs), signaling strong alignment; zero cash was paid, and his equity grant was $325,038 with standard annual vesting .
- Effectiveness: As CHRC Chair, he oversaw independent consultant Meridian and a formal compensation risk assessment, affirming robust pay-for-performance controls and clawback provisions—positive for investor confidence .
- Independence and expertise: NYSE independence confirmed; Audit Committee financial expert designation strengthens oversight of financial reporting and ERM .
- Engagement: Board/committee cadence and executive sessions each meeting, with all directors ≥75% attendance in 2024, indicate active oversight culture .
- Conflicts/RED FLAGS: No related-party transactions identified for 2024; hedging/pledging prohibited; overboarding policy in place and Hooley appears within limits—no red flags disclosed .
- Ownership: Beneficial ownership totals 16,107 shares/RSUs (<1%), and directors are subject to stringent $600,000 ownership guideline; disclosure indicates Hooley meets/exceeds guideline—supportive of alignment .
Net takeaways: Hooley’s 100% equity election, CHRC chairmanship with independent advisor oversight, and audit financial expert status support board effectiveness and alignment. Absence of related-party issues and anti-hedging/pledging policies further mitigate governance risk .