Nancy Cooper
AptivAbout Nancy Cooper
Nancy E. Cooper (age 71) is an independent director of Aptiv, serving since February 2018. She is the former EVP and CFO of CA Technologies (2006–2011), previously CFO of IMS Health (2001–2006) and Reciprocal, Inc. (2000–2001), and spent 22 years at IBM in technology strategy and financial management. She holds bachelor’s degrees in economics and political science from Bucknell University and an MBA from Harvard Business School . She is designated an “audit committee financial expert” and is financially literate under SEC and NYSE rules .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CA Technologies | EVP & CFO | 2006–2011 | Retired in 2011 |
| IMS Health, Inc. | CFO | 2001–2006 | |
| Reciprocal, Inc. | CFO | 2000–2001 | |
| IBM Corporation | Various roles in tech strategy & finance | 1976–1998 (22 years) | Positions of increasing responsibility |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brunswick Corporation | Director | Current | Not disclosed in proxy |
| The Mosaic Company | Director | 2011–2021 | Not disclosed in proxy |
Board Governance
- Independence: The Board determined that all non-employee directors, including Nancy Cooper, meet NYSE independence requirements .
- Committee assignments: Audit Committee Chair; Nominating and Governance Committee member .
- Audit Committee financial expert: Cooper qualifies as an “audit committee financial expert” under SEC rules .
- Attendance and engagement: All directors attended more than 75% of Board and respective Committee meetings in 2024; independent directors meet in executive session at every regular Board and Committee meeting .
- Risk oversight via Audit Committee: Oversight of internal controls, enterprise risk management, compliance, and cybersecurity; the Audit Committee pre-approves audit and permitted non-audit services and engages directly in auditor oversight .
| 2024 Meetings | Count |
|---|---|
| Board of Directors | 8 |
| Audit Committee | 5 |
| Compensation & Human Resources Committee | 6 |
| Finance Committee | 5 |
| Innovation & Technology Committee | 5 |
| Nominating & Governance Committee | 5 |
Fixed Compensation
- Structure: Non-employee directors receive $300,000 annual compensation (cash and time-based RSUs). Lead Independent Director receives an additional $50,000. Committee chair fees: Audit $30,000; Compensation & Human Resources $25,000; Finance $20,000; Innovation & Technology $20,000; Nominating & Governance $20,000 .
- Mix election: Directors may elect 60%, 80%, or 100% of compensation in RSUs; remainder paid in cash .
| 2024 Director Compensation (Nancy Cooper) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $132,000 |
| Stock Awards (grant-date fair value) | $198,064 |
| Total | $330,064 |
Performance Compensation
- Award type: Time-based RSUs; annual grant made on the day of the Annual Meeting and vests on the day before the next annual meeting .
- 2024 grant date and vesting: RSUs granted April 25, 2024; all outstanding director RSUs unvested at year-end vest in full on April 22, 2025 .
- Performance metrics: Director RSUs are time-based; no performance-based metrics disclosed for director compensation .
| RSU Detail (Nancy Cooper) | Value |
|---|---|
| RSU grant date | April 25, 2024 |
| Unvested RSUs at 12/31/2024 | 2,774 |
| Vesting date | April 22, 2025 |
| Performance metrics tied to director awards | None (time-based RSUs only) |
Other Directorships & Interlocks
| Company | Relationship to Aptiv | Potential Interlock/Conflict Notes |
|---|---|---|
| Brunswick Corporation | Current public company board (Cooper) | No related-party transactions identified in 2024; no specific interlock disclosed in proxy |
| The Mosaic Company | Prior public company board (2011–2021) | No related-party transactions identified in 2024 |
Expertise & Qualifications
- Senior finance leadership (public company CFO) with technology and risk management expertise; strategy and financial management experience from CA Technologies, IMS Health, and IBM .
- Audit Committee financial expert designation and financial literacy under SEC and NYSE standards .
- Education: BA in Economics and Political Science (Bucknell); MBA (Harvard) .
Equity Ownership
- Stock Ownership Guidelines: Non-employee directors must hold $600,000 in Aptiv shares (5× maximum annual cash retainer); new directors have five years to meet; as of 2024 measurement, all non-employee directors except Vasumati Jakkal (joined 2024) and Merit Janow (joined 2021) were at or above the requirement .
- Hedging/Pledging: No hedging/no pledging policy applies to directors .
| Beneficial Ownership (as of Feb 28, 2025) | Shares |
|---|---|
| Shares Owned (Nancy Cooper) | 10,463 |
| RSUs vesting within 60 days | 2,774 |
| Total (including RSUs vesting within 60 days) | 13,237 |
| Percent of Class | Less than 1% |
Governance Assessment
-
Strengths:
- Independent director with deep CFO, technology strategy, and risk management background; Audit Committee Chair and SEC-designated financial expert enhances financial oversight and credibility .
- Strong engagement norms: >75% attendance across Board/Committee meetings in 2024; routine executive sessions of independent directors signal robust oversight culture .
- Ownership alignment: Material equity component via annual time-based RSUs; board-level ownership guideline ($600,000) with broad compliance among non-employee directors as of 2024 measurement .
-
Risks/Watch Items:
- External directorships (e.g., Brunswick) require continued monitoring for any related-party transactions; none identified in 2024 .
- As Audit Chair, sustained vigilance on auditor independence, enterprise risk management, and cybersecurity oversight remains critical given Aptiv’s technology exposure .
-
RED FLAGS observed:
- No related-party transactions involving Nancy Cooper disclosed for 2024 .
- No hedging/pledging permitted for directors; policy in place .
- Advisory say-on-pay vote presented annually; results not disclosed in the proxy excerpt here—monitor future outcomes for shareholder sentiment .