Merit Janow

About Merit E. Janow

Merit E. Janow is an independent director of Aptiv, serving since April 2021; she is age 66 and serves on the Compensation and Human Resources Committee and the Nominating and Governance Committee . She is Dean Emerita and Professor of Practice at Columbia University’s School of International and Public Affairs (SIPA), where she has served on faculty since 1993 and was Dean from 2013 to 2021; she holds a B.A. in Asian Studies from the University of Michigan and a J.D. from Columbia Law School . Her public policy background includes service on the WTO Appellate Body (2003–2007), as Executive Director of the DOJ Antitrust Division’s International Competition Policy Advisory Committee (1997–2000), and as Deputy Assistant U.S. Trade Representative for Japan and China (1990–1993) .

Past Roles

External Roles

Board Governance

• Independence and engagement: Aptiv reports 9 of 10 nominees are independent; Janow is an independent director. All directors attended more than 75% of Board and Committee meetings in 2024, with independent directors holding executive sessions at every regular Board and Committee meeting .
• Committees: Janow serves on the Compensation and Human Resources Committee (CHRC) and the Nominating and Governance Committee (Nom Gov); she is not a committee chair (CHRC Chair: Joseph L. Hooley; Nom Gov Chair: Paul M. Meister) .
• Shareholder voting signal (2025 AGM): Janow received 193,667,865 For; 3,266,766 Against; 289,174 Abstain; broker non-votes 7,017,516. Say‑on‑Pay received 177,675,761 For; 18,766,650 Against; 781,394 Abstain; broker non‑votes 7,017,516 .

Committee membership (2024):

Board and committee meetings:

Fixed Compensation

Director compensation structure (2024): Non‑employee directors receive $300,000 annual compensation (cash and time‑based RSUs) with optional election to receive 60%, 80%, or 100% in RSUs; Lead Independent Director receives an additional $50,000; Committee chairs receive additional retainers (Audit $30,000; CHRC $25,000; Finance $20,000; ITC $20,000; Nom Gov $20,000). RSUs are granted on the Annual Meeting date and vest the day before the next annual meeting; cash is paid quarterly .

Janow’s non‑employee director compensation:

Committee/lead retainers (2024):

Performance Compensation

• Director equity is time‑based RSUs; no performance‑conditioned awards are disclosed for directors. Director compensation tables list cash fees and stock awards (RSUs); option awards are not listed for directors in 2023–2024 .

RSU grant/vesting schedule and year‑end unvested balances:

Other Directorships & Interlocks

Related‑party and conflicts check: Aptiv reports no related‑party transactions identified during 2024, and maintains a Related Party Transaction Policy overseen by the Nominating & Governance Committee .

Expertise & Qualifications

• International trade, economics, regulatory and policy expertise; significant Asia‑Pacific perspective from USTR role and academic focus .
• Market structure and governance experience from service as Chair of Nasdaq Stock Markets LLC .
• Legal training (J.D. Columbia Law) and academic leadership (Dean of SIPA), supporting governance rigor and strategy oversight .

Equity Ownership

Stock ownership guidelines and status:

• Guideline: $600,000 in Aptiv shares (5x maximum annual cash retainer); five years from appointment to comply .
• Compliance status: As of the 2024 measurement, all non‑employee directors except Ms. Jakkal (joined 2024) and Professor Janow (joined 2021) were at or above the requirement (within permitted five‑year window for Janow) .
• Hedging/pledging: Aptiv prohibits hedging and pledging by directors and employees under its Insider Trading Policy .

Governance Assessment

• Strengths

  • Independent director with deep regulatory, trade, and market oversight background; current committee work on CHRC and Nom Gov aligns with her expertise .
  • CHRC retained Meridian as independent compensation consultant; the committee assessed Meridian’s independence and found no conflicts; Meridian attended CHRC meetings and executive sessions, reinforcing pay governance quality .
  • Board engagement: >75% attendance for all directors in 2023 and 2024; executive sessions at every regular Board and Committee meeting .
  • Shareholder support: Strong 2025 re‑election results for Janow (193.7M For vs. 3.27M Against) and advisory support for Say‑on‑Pay (177.7M For vs. 18.8M Against) .
  • Conflict controls: No related‑party transactions identified in 2024; formal policy with Nom Gov oversight .
  • Alignment policies: Robust stock ownership guidelines ($600k), no hedging/no pledging .

• Watch items / potential risks

  • Ownership guideline: As of the 2024 measurement, Janow had not yet met the $600,000 director ownership guideline (still within the 5‑year compliance window from 2021 appointment) .
  • External commitments: Non‑Executive Board Chair at Mastercard adds outside time commitments; continue to monitor workload balance and any potential interlocks, noting Aptiv disclosed no related‑party transactions in 2024 .

• Additional shareholder‑facing signals

  • Board independence remains high (9/10 nominees independent), with majority voting, annual elections and annual Say‑on‑Pay; these structures can support board accountability .
  • Director equity grants are time‑based RSUs (no performance conditions), which align directors with shareholders while avoiding pay‑for‑performance complexity at the board level .