Kevin Clark
AptivAbout Kevin Clark
Kevin P. Clark, age 62, is Chair and Chief Executive Officer of Aptiv, serving as CEO since March 2015 and Chair since April 2022; prior roles include CFO (2010–2014) and COO (2014), with earlier senior roles at Fisher Scientific and Chrysler. He holds a bachelor’s in financial administration and a master’s in finance from Michigan State University . Pay-versus-performance disclosures show CEO “Compensation Actually Paid” of $9.6M for 2024 alongside Aptiv TSR value of $63.84 on a $100 basis, GAAP net income of $1,787M, and adjusted net income of $1,607M, reflecting equity-sensitive pay outcomes amid stock price pressure . In 2022–2024, performance-based RSUs vested at 63% of target for Clark (34,099 units earned vs. 54,125 target), with realized value ~30% of target given share price declines to $60.48 at vest .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aptiv | Chair & CEO | 2022–present (Chair); 2015–present (CEO) | Led portfolio shift to software and adjacent markets; drove record adjusted operating income and margin expansion in 2024 . |
| Aptiv | Chief Operating Officer | 2014 | Oversaw segments and global supply chain; improved operational execution . |
| Aptiv | Chief Financial Officer | 2010–2014 | Led strategic planning, corporate development, and FP&A; strengthened capital structure . |
| Liberty Lane Partners | Founding Partner | 2007–2010 | Built investment platforms in healthcare, technology, distribution . |
| Fisher Scientific International | Chief Financial Officer | 2001–2006 | Managed public company finance through merger with Thermo Electron forming Thermo Fisher Scientific . |
| Chrysler Corporation | Finance | Early career | Foundation in financial operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| United Parcel Service, Inc. | Director | Current | Current public company directorship . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,462,272 | 1,462,272 | 1,462,272 |
| Target Annual Incentive ($) | 2,193,408 | 2,193,408 | 2,193,408 |
| Actual Annual Incentive ($) | 2,193,408 | 2,193,408 | 2,478,551 |
Notes:
- 2024 AIP payout factor for CEO: 113% based on financial and strategic performance (financial 126% weighted 75%, strategic 75% weighted 25%) .
Performance Compensation
Annual Incentive Plan Design (2024)
| Performance Metric | Weighting | Targeting Approach | Result/Payout (Total Aptiv) |
|---|---|---|---|
| Adjusted Operating Income (OI) | 30% | Threshold/Target/Max set by CHRC; OI excludes amortization, restructuring, special items | Actual OI $2,128M vs Target $1,978M → 114% |
| Cash Flow Before Financing (CFBF) | 30% | Cash from ops + investing adj. for M&A/tech investments | Actual $1,647M vs Target $1,148M → 200% |
| Growth Over Market (GOM) | 15% | Sales growth vs auto markets | Actual 0.6% vs Target 5.4% → 0% |
| Strategic Results Metric | 25% | Qualitative progress across Business Foundation, Current Platforms, Future Platforms | Payout 75% |
Total 2024 AIP payout factors: Total Aptiv financial 126%, strategic 75%, combined ≈113% for CEO .
Long-Term Incentive Plan (LTI)
| Component | Weighting | Metrics | Vesting |
|---|---|---|---|
| Performance-Based RSUs (PBRSUs) | 60% | Average RONA (33.3%), Cumulative NI (33.3%), Relative TSR (33.3%) for 2024 grants; 2022–2024 results earned 63% | 3-year performance period; settled after approval in early year following period end |
| Time-Based RSUs | 40% | N/A | Generally vest ratably over 3 years on each anniversary of grant date (e.g., 2/28/2025, 2/28/2026, 2/28/2027 for the 2/28/2024 grant) |
2024 Grants for Kevin Clark:
- Time-based RSUs: 68,930 units (grant date 2/28/2024; fair value $5,429,616) .
- Performance-based RSUs: Target 103,396 units (threshold 25,849; max 206,792; fair value $9,072,999) .
- 2022–2024 PBRSU payout: 54,125 target units; 34,099 earned (63%); 20,026 forfeited .
2025 Plan Changes:
- AIP metrics: Revenue, Operating Income, Strategic Results (replace Cash Flow and GOM) .
- LTI PBRSUs: Replace RONA and NI with ROIC and Software/Adjacent Market Revenue; TSR becomes ±20% modifier on financial results .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (CEO) | 668,542 shares; less than 1% of outstanding . |
| Outstanding unvested RSUs (CEO) | Time-based: 68,930 (2/28/2024 grant); performance-based awards for 2023–2025 and 2024–2026 shown at maximum levels 132,494 and 206,792, respectively . |
| Stock ownership guidelines | CEO 6x base salary; others 3x; five-year compliance window . |
| Compliance status | As of Feb 14, 2025, all NEOs were at or above applicable ownership requirement or on track within five years . |
| Hedging/Pledging | Prohibited (no hedging, no pledging; no short sales/derivative hedges/margin) . |
| 2024 vesting realized (CEO) | 70,830 shares vested; value $4,955,608 (time-based and 2022–2024 performance-based awards) . |
Insider selling pressure indicators:
- Mandatory retention until guideline met; prohibitions on pledging/hedging reduce forced selling risk .
- Significant unvested RSUs and ongoing 3-year PBRSU cycles create periodic vest-related Form 4 activity; specific 10b5-1 plans or discretionary sales not disclosed in proxy .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment arrangement | CEO offer letter includes severance: 18 months of base pay + 1.5x annual incentive at target if terminated without cause . |
| Severance Plan | For CEO, involuntary not-for-cause or good reason: installment payments equal to 18 months base + 1.5x target annual incentive; COBRA subsidy up to 18 months . |
| Change-in-Control (CIC) | Double-trigger. CEO lump sum: 3x base + 3x target annual incentive; plus 36 months COBRA premiums; no excise tax gross-ups . |
| Equity vesting on CIC | Time-based RSUs vest in full; PBRSUs vest at greater of performance-to-date or 100% if no replacement award; vesting definitions and timing per plan . |
| Clawback | NYSE/SEC-compliant clawback adopted in 2023; supplemental misconduct clawback retained . |
| Restrictive covenants | Non-compete 12 months; non-solicit employees/customers 24 months; confidentiality and non-interference agreements required . |
| Tax gross-ups | None on CIC; only routine relocation/expatriate policy gross-ups . |
Board Governance
- Board service: Director since March 2015; non-independent; no committee memberships as CEO/Chair .
- Combined Chair & CEO structure justified annually; Lead Independent Director (Paul M. Meister) provides independent counterbalance with defined responsibilities .
- Independence: 9 of 10 director nominees independent; committees fully independent .
- Committees: Audit (Cooper–Chair, Hooley, Ortberg, Parris); CHRC (Hooley–Chair, Janow, Meister); Finance (Mahoney–Chair, Meister, Pinczuk); Innovation & Technology (Parris–Chair, Ortberg, Pinczuk, Jakkal); Nominating & Governance (Meister–Chair, Cooper, Janow, Mahoney) .
- Engagement/attendance: All directors attended >75% of board/committee meetings; executive sessions held at each meeting without management .
Director compensation for CEO:
- Mr. Clark receives no additional compensation for board service .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $17,489,000,000* | $20,051,000,000* | $19,713,000,000* |
| EBITDA ($) | $2,124,000,000* | $2,744,000,000* | $3,067,000,000* |
Values retrieved from S&P Global.*
Selected achievements (2024):
- New business awards ≈$31B; record adjusted operating income $2.366B and margin 12.0%; cash flow before financing increased to $1.612B .
- Restructured Motional JV ownership to 15% and eliminated future cash funding requirements .
- Share repurchases funded $4.1B, including $3.0B via ASR; refinanced $1.4B in near-term maturities .
- Expanded software adoption via Wind River; progress in AI, cybersecurity, cloud-native software; adjacent markets awards .
TSR and Pay Alignment:
| Year | PEO Compensation Actually Paid ($) | Aptiv TSR ($100 basis) | Peer Group TSR ($100 basis) |
|---|---|---|---|
| 2020 | 32,047,839 | 137.52 | 291.17 |
| 2021 | 20,823,184 | 174.11 | 433.35 |
| 2022 | (3,338,551) | 98.30 | 183.92 |
| 2023 | 16,072,614 | 94.70 | 296.83 |
| 2024 | 9,584,557 | 63.84 | 434.04 |
Compensation Committee Analysis
- Committee members: Hooley (Chair), Janow, Meister .
- Consultant: Meridian Compensation Partners (independent; no conflicts) .
- 2024 peer group expanded to include Adobe, Salesforce, PayPal, Uber (talent market and technology alignment) .
- Say-on-pay support ≈90% at 2024 AGM; ongoing shareholder engagement by CEO and board .
- Governance practices: 91% of CEO target annual compensation “at risk” and 78% equity; clawback; ownership guidelines; risk assessment finds programs not reasonably likely to have material adverse effects .
Director Compensation (for directors; CEO excluded)
- Non-employee director annual compensation $300,000; Lead Independent Director additional $50,000; chair fees vary by committee .
- RSUs granted annually vest before next annual meeting; directors may elect higher equity mix; robust director ownership guideline $600,000 (5x cash retainer); no hedging/pledging .
Related Party Transactions
- No related party transactions identified during 2024 .
Equity Ownership & Vesting Detail (CEO)
| Item | Quantity/Value |
|---|---|
| Shares owned | 668,542 |
| 2024 time-based RSU grant | 68,930 units; vests ratably over 3 years |
| 2024 PBRSU grant | Target 103,396 units; threshold 25,849; max 206,792 |
| 2022–2024 PBRSU payout | 34,099 units earned (63%); 20,026 forfeited |
| 2024 vesting realized | 70,830 shares; $4,955,608 value |
Employment Contracts & Retention Risk
- Double-trigger CIC economics (3x salary + 3x bonus) and full vesting protections could increase exit costs but support retention amid transformation .
- Post-termination non-compete/non-solicit covenants of 12/24 months protect IP and talent continuity .
- Clawback and no-pledging/hedging rules align incentives and reduce misaligned risk-taking .
Investment Implications
- Positive alignment: Very high at-risk, equity-heavy mix, strict ownership/anti-pledging policies, and rigorous multi-metric incentives (OI, cash flow, ROIC/software revenue, TSR modifier) tie pay to value creation; realized pay was materially reduced when TSR underperformed (PBRSUs at 63% and ~30% of target value) .
- Retention vs. cost: CIC multiples and vesting provisions provide strong retention but raise potential transaction payout costs; non-compete/non-solicit strengthen continuity .
- Near-term selling pressure: RSU vest cycles drive periodic Form 4 activity; ownership guidelines and no pledging/hedging reduce forced selling risk; absence of disclosed 10b5-1 plans in proxy limits visibility .
- Execution focus: 2025 shift to Revenue and ROIC plus software/adjacent revenue targets sharpen emphasis on growth quality and returns; watch subsequent pay outcomes vs. TSR modifier and progress on adjacent markets/software penetration .