Kelly Ortberg
AptivAbout Kelly Ortberg
Robert K. (“Kelly”) Ortberg, age 64, has served as an independent director of Aptiv since September 2018. He is President and Chief Executive Officer of The Boeing Company (since August 2024) and holds a bachelor’s degree in mechanical engineering from the University of Iowa. He brings more than 30 years of aerospace and defense leadership, technology, and transformation expertise to Aptiv’s Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockwell Collins, Inc. | Chairman, President & CEO | 2015–2018 | Led operational and technology strategy and value creation initiatives. |
| Rockwell Collins, Inc. | President & CEO | 2013–2015 | Oversaw company-wide operations and growth acceleration. |
| Rockwell Collins, Inc. | President | 2012–2013 | Managed broad commercial responsibilities. |
| Rockwell Collins, Inc. | EVP & COO, Government Systems | 2010–2012 | Drove execution across government systems operations. |
| Rockwell Collins, Inc. | EVP & COO, Commercial Systems | 2006–2010 | Managed commercial systems operational performance. |
| Rockwell Collins, Inc. | Various executive roles | 1987–2006 | Progressed through leadership roles over two decades. |
| Collins Aerospace (United Technologies) | Chief Executive Officer | 2018–2020 | Led post-merger aerospace systems business. |
| RTX Corporation (formerly Raytheon Technologies) | Special Advisor to Office of the CEO | Until 2021 | Provided strategic counsel post-retirement from Collins. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Boeing Company | President & CEO | Aug 2024–Present | Current public company directorship and executive role. |
| RTX Corporation | Director | 2020–2024 | Prior public company directorship. |
Board Governance
- Committee assignments: Audit Committee member; Innovation & Technology Committee member. He is not a committee chair.
- Independence: The Board determined Ortberg is independent under NYSE standards; 9 of 10 director nominees are independent.
- Audit Committee financial expert: The Board recognizes Ortberg (with Cooper and Hooley) as an audit committee financial expert under SEC rules.
- Attendance and engagement: In 2024, the Board met 8 times; all directors attended at least 75% of Board and Committee meetings and attended the Annual Meeting.
- Overboarding guardrails: Aptiv limits CEOs of public companies to serving on a total of three public boards; Ortberg (Boeing CEO; Aptiv director) is within this limit.
- Executive sessions: Independent directors meet in executive session at every regular Board and Committee meeting.
Fixed Compensation
| Component | Aptiv Policy | Kelly Ortberg – 2024 |
|---|---|---|
| Annual non-employee director compensation | $300,000 (electable in 60%, 80%, or 100% RSUs; remainder in cash) | Cash fees: $120,000; Stock awards (RSUs grant-date fair value): $180,071; Total: $300,071. |
| Lead Independent Director premium | +$50,000 | Not applicable (Ortberg is not LID). |
| Committee chair premiums | Audit $30,000; CHRC $25,000; Finance $20,000; ITC $20,000; NomGov $20,000 | Not applicable (not a chair). |
| Meeting fees | None disclosed | None disclosed. |
- 2024 director grant program mechanics: Annual RSU grant on Annual Meeting date; vests day before next annual meeting; cash paid quarterly.
Performance Compensation
Directors receive time-based RSUs; no performance-conditioned metrics apply to director equity awards.
| Grant Type | Grant Date | Number of RSUs | Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU (Director) | April 25, 2024 | 2,522 (unvested as of 12/31/2024) | $180,071 | Vests April 22, 2025 (day before 2025 AGM). |
Other Directorships & Interlocks
| Company | Relationship to Aptiv | Role | Tenure | Potential Interlock/Conflict Notes |
|---|---|---|---|---|
| The Boeing Company | Customer/supplier relationship not disclosed | President & CEO | Aug 2024–Present | No related-party transactions identified in 2024; any potential business dealings would be evaluated under Aptiv’s policy. |
| RTX Corporation | None disclosed | Director (prior) | 2020–2024 | Prior board role noted; no Aptiv related-party transactions in 2024. |
- Related-party oversight: Aptiv’s Related Party Transaction Policy requires disclosure and NomGov review; no related-party transactions were identified in 2024.
Expertise & Qualifications
- Technical/industry: Aerospace and defense operations, global management, technology leadership, transformation and innovation.
- Financial oversight: Audit Committee member; designated audit committee financial expert.
- Board skills coverage: Aptiv’s skills matrix emphasizes senior executive leadership, operations/manufacturing, software/technology; Ortberg contributes operational and technology leadership experience.
Equity Ownership
| Holder | Shares Owned | RSUs Vesting within 60 Days | Total Beneficial | % of Class |
|---|---|---|---|---|
| Robert K. Ortberg | 10,408 | 2,522 | 12,930 | <1% |
- Director stock ownership guidelines: $600,000 in Aptiv shares (5x max cash retainer); as of 2024 measurement, all non-employee directors except Jakkal (joined 2024) and Janow (joined 2021) met/exceeded guidelines, implying Ortberg is in compliance.
- Hedging/pledging: Aptiv prohibits hedging and pledging of company stock for directors and employees.
Governance Assessment
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Strengths
- Independent director with deep operating and technology experience; enhances oversight on strategy and product roadmap through Innovation & Technology Committee.
- Audit Committee financial expert designation supports robust financial oversight.
- Solid engagement: attends at least 75% of Board/Committee meetings; Board held 8 meetings in 2024; directors attended the Annual Meeting.
- Ownership alignment: complies with Aptiv’s robust $600k director ownership guideline; equity grants structured in RSUs align with shareholder value.
- No related-party transactions identified in 2024; anti-hedging/anti-pledging policy reduces misalignment risk.
-
Watch items / potential red flags
- Dual role as Boeing’s CEO while serving on Aptiv’s Audit Committee raises time-commitment considerations; Aptiv’s overboarding policy limits CEOs to a maximum of three boards, and Ortberg is within the limit (Boeing + Aptiv), mitigating the concern.
- Any future commercial interactions between Aptiv and Boeing would fall under the Related Party Transaction Policy and warrant monitoring; none identified in 2024.
-
Compensation alignment
- Director pay mix suggests at-risk equity emphasis: Ortberg elected a 60% RSU / 40% cash mix in 2024 ($180,071 stock; $120,000 cash), providing alignment with shareholder outcomes while maintaining standardized director compensation.