Katherine Ramundo
Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary at 
Aptiv
AptivExecutive
About Katherine H. Ramundo
Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary of Aptiv PLC as of March 10, 2025; previously Senior Vice President serving in the same roles as of March 11, 2024 . She was a Named Executive Officer (NEO) in 2023 and received a special equity award recognizing her leadership accelerating the Wind River transaction and navigating complex regulatory approvals, reflecting strong execution in strategic M&A . Aptiv’s financial context during her tenure included record new business bookings ($34B in 2023), revenue exceeding $20B and adjusted operating income of $2.1B with 150 bps margin expansion in 2023 , and record adjusted operating income of $2.4B with a 12.0% adjusted operating margin in 2024 . Long-term incentive metrics used during her NEO period included Relative TSR (which achieved 0% for the 2021–2023 cycle), Average RONA and Cumulative Net Income, underscoring pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aptiv PLC | Executive Vice President, Chief Legal Officer, Chief Compliance Officer, and Secretary | 2025 (as of Mar 10, 2025) | Corporate governance leadership; shareholder communications; Board processes as Corporate Secretary |
| Aptiv PLC | Senior Vice President, Chief Legal Officer, Chief Compliance Officer, and Secretary | 2024 (as of Mar 11, 2024) | Led regulatory and M&A execution (Wind River), earning a special RSU award for exceptional impact |
External Roles
No public company board roles or external directorships disclosed in Aptiv’s 2024–2025 proxy statements for Ms. Ramundo.
Fixed Compensation
| Year | Base Salary Rate ($) | Salary Paid ($) | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2023 | 775,000 (effective 4/1/2023) | 750,250 | 775,000 | 775,000 (100% of target; negative discretion applied to the plan) |
Performance Compensation
Annual Incentive Plan (AIP) – Design and Outcomes (2023)
| Metric | Weighting | Target Construction | Actual Performance | Payout Impact |
|---|---|---|---|---|
| Adjusted Net Income | 25% | Targets set for H1 and H2; payout scale 0–200% | H1 actual $434M (200%); H2 actual $691M (99%) | Contributed to a calculated score of 126% before discretion |
| Cash Flow Before Financing | 25% | H1 and H2 targets; adjustments for M&A | H1 actual ($197M) (200%); H2 actual $946M (74%) | Contributed to a calculated score of 126% before discretion |
| Growth Over Market | 25% | H1/H2 targets; payout scale 0–200% | H1 actual 7.5% (185%); H2 actual (1.3%) (0%) | Contributed to a calculated score of 126% before discretion |
| Strategic Results Metric | 25% | Business Foundation, Current Platforms, Future Platforms | Committee-assessed at 80% (progress but not full achievement) | Final plan score cut from 115% to 100% via negative discretion |
AIP payout for Ramundo: $775,000 (100% of target) .
Long-Term Incentives (LTI) – Grants and Vesting
| Grant/Performance Cycle | Structure | Metric Weighting | Target/Award Values | Outcomes / Vesting |
|---|---|---|---|---|
| 2023 Annual LTI | 60% PBRSUs, 40% time-based RSUs | RONA 33.3%; Net Income 33.3%; Relative TSR 33.3% | $1,380,000 PBRSUs; $920,000 time-based RSUs; total $2,300,000 | PBRSUs vest based on 2023–2025 results; time-based RSUs vest ratably over 3 years |
| Special RSU (Feb 2023) | Time-based RSUs for exceptional M&A/regulatory impact | N/A | Target value $2,000,000 | Vests 50% on Feb 28, 2024 and 50% on Feb 28, 2025 |
| 2021–2023 PBRSUs | Performance-based RSUs | RONA 33.3%; Net Income 33.3%; Relative TSR 33.3% | Target units 6,411 | Earned 5,513 units (86% of target); Relative TSR achieved 0% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 2, 2024) | 25,592 shares (<1% of class) |
| Shares Outstanding (record date 2024) | 272,678,642 |
| Ownership % (approximate) | ~0.009% (25,592 / 272,678,642) |
| Unvested RSUs (12/31/2023) | 1,425 (3/15/2021); 9,351 (3/15/2021); 3,464 (2/28/2022); 16,987 (special; 2/28/2023); 7,814 (annual; 2/28/2023) |
| Unearned PBRSUs at Max (12/31/2023) | 15,588 (2022–2024); 23,442 (2023–2025) |
| Market Value Reference (12/31/2023) | $89.72 per share used for valuation |
| Stock Ownership Guidelines | 3x base salary for Section 16 officers; 5-year compliance window |
| Compliance Status | All NEOs at/above or on track to meet within 5 years (as of 2023 measurement) |
| Hedging/Pledging | Prohibited under Insider Trading Policy |
| Deferred Compensation (2023) | Executive contributions $69,640; Registrant contributions $74,614; Earnings $31,052; Ending balance $283,064 |
Note: RSUs vest on schedules noted; performance-based RSUs settle after performance periods and committee determination .
Employment Terms
| Provision | Terms |
|---|---|
| Severance Plan (qualifying separation) | 1.5x base salary for Ms. Ramundo (installments) |
| Change-in-Control (CIC) | Double-trigger; 2x base salary + 2x target annual incentive; COBRA premiums (24 months for non-CEO) |
| Equity Treatment on CIC | Time-based RSUs vest in full; PBRSUs vest at greater of (a) performance earned through CIC date or (b) 100% of target, absent replacement awards |
| AIP under CIC | Prorated payout for period to CIC at greater of actual or target |
| Clawback Policy | NYSE/SEC-compliant (adopted 2023); recovery of incentive compensation over 3-year recovery period post-restatement; supplemental policy for fraud |
| Restrictive Covenants | Non-compete: 12 months; non-solicit employees/customers: 24 months |
| Tax Gross-Ups | No excise tax gross-ups for officers |
Performance & Track Record
- Recognized with a special $2,000,000 RSU award in Feb 2023 for accelerating the closure of the Wind River transaction and managing multijurisdictional regulatory challenges, indicating material strategic value creation and execution .
- Company performance context: 2023 bookings $34B, revenue >$20B, adjusted operating income $2.1B and margin +150 bps; 2024 adjusted operating income $2.4B with 12.0% margin .
- LTI outcomes incorporate multi-year operational metrics and market-relative TSR; 2021–2023 cycle paid 86% of target to Ramundo, with TSR at 0% modifier, aligning realized pay with shareholder returns .
Compensation Structure Analysis
- Year-over-year: In 2023, the Compensation Committee applied negative discretion to cut AIP payouts from 115% to 100% despite strong operating results, aligning cash incentives to shareholder experience .
- Equity mix emphasizes performance-based RSUs (60%) over time-based (40%), with tri-metric financial/TSR design, increasing at-risk exposure and tying outcomes to earnings quality and capital efficiency (RONA/Net Income) plus market-relative TSR .
- Special RSU award reflects targeted retention and recognition, vesting over two years—creating near-term vesting events that can raise short-term liquidity or tax-related selling pressure considerations around Feb 28, 2024 and 2025 .
Say-on-Pay & Peer Group
- Say-on-Pay approval: ~77.7% in 2023; ~90% in 2024, after program enhancements and added disclosure detail .
- Peer group: 2023 anchored in industrials; 2024 expanded to include technology companies (e.g., Adobe, Salesforce, Uber, PayPal) to reflect talent competition for software/AI capabilities .
Equity Ownership & Alignment Red Flags
- Related party transactions: None identified for 2024 .
- Hedging/Pledging: Prohibited, lowering alignment risks .
- CIC: Double-trigger structure mitigates single-trigger windfalls .
- TSR underperformance impacted LTI outcomes (0% TSR component in 2021–2023), reinforcing alignment but also indicating market-return risk .
Investment Implications
- Strong governance levers: robust clawback, no hedging/pledging, double-trigger CIC, and ownership guidelines support alignment; AIP negative discretion in 2023 evidences discipline .
- Near-term vesting events from the 2023 special RSU may create episodic supply as awards settle; however, overall equity mix is tilted to multi-year, performance-conditioned RSUs, reducing mechanical selling pressure and enhancing retention .
- Ramundo’s demonstrated M&A/regulatory execution (Wind River) and Corporate Secretary leadership are positives for transaction certainty and governance; risk remains on market-relative TSR, which has dampened realized LTI values in recent cycles .