Paul Meister
AptivAbout Paul M. Meister
Paul M. Meister, age 72, has served on Aptiv’s board since July 2019 and as Lead Independent Director since April 2022. He is a partner at Novalis LifeSciences, co‑founder and CEO of Liberty Lane Partners, and previously held senior executive roles at MacAndrews & Forbes, Revlon (Interim Executive Vice Chair in 2018), inVentiv Health (Chairman & CEO 2010–2014), Thermo Fisher Scientific (Chairman Nov 2006–Apr 2007), and Fisher Scientific (Executive Officer 1991–2006). He holds a bachelor’s degree from the University of Michigan and an MBA from Northwestern University; Aptiv identifies his core credentials in management, strategy, finance/capital markets, operations, and M&A .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MacAndrews & Forbes | President | 2014–2018 | Senior leadership of diversified holdings |
| Revlon, Inc. | Interim Executive Vice Chairman | 2018 | Oversight of turnaround/operations |
| inVentiv Health (now Syneos Health) | Chairman & CEO | 2010–2014 | Led commercial/consulting/clinical research services |
| Thermo Fisher Scientific Inc. | Chairman | Nov 2006–Apr 2007 | Board leadership post-merger |
| Fisher Scientific International Inc. | Executive Officer | 1991–2006 | Operational and corporate leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amneal Pharmaceuticals, Inc. | Non‑Executive Chair | Current | Current public company directorship |
| Oaktree Acquisition Corp. III Life Sciences | Director | Current | SPAC/LS focus |
| Quanterix Corporation | Director | Current | Life sciences tools |
| Oaktree Acquisition Corp. I | Director | 2019–2021 | Prior 5‑year period |
| Oaktree Acquisition Corp. II | Director | 2020–2022 | Prior 5‑year period |
| Scientific Games Corporation | Director | 2012–2020 | Prior directorship |
Board Governance
- Lead Independent Director responsibilities include presiding over independent director sessions, liaising with the Chair/CEO, agenda/schedule setting, leading Chair/CEO evaluations, calling meetings of independent directors, and engaging major shareholders as requested .
- Independence: Aptiv’s board has 9 of 10 independent directors; Meister is designated independent. Audit, Compensation & Human Resources (CHRC), and Nominating & Governance committees are fully independent .
- Committee memberships and chair roles (as of the proxy date): Meister chairs Nominating & Governance and sits on CHRC and Finance .
| Committee | Role | Meetings in 2024 | Primary Responsibilities |
|---|---|---|---|
| Nominating & Governance | Chair | 5 | Director nominations, governance policies, board/committee evaluations, sustainability oversight |
| Compensation & Human Resources | Member | 6 | Executive compensation oversight, human capital, succession planning |
| Finance | Member | 5 | Capital structure, M&A, investments, buybacks/dividends, hedging, tax strategy, business plan/capex/restructurings |
- Board/committee engagement: 8 board meetings in 2024; standing committee meetings: Audit (5), CHRC (6), Finance (5), Innovation & Technology (5), Nominating & Governance (5). All directors attended >75% of their board/committee meetings in 2024; independent directors meet in executive session at every regular meeting .
Fixed Compensation
- Structure: Non‑employee directors receive $300,000 annual compensation, paid in cash and time‑based RSUs, with election to receive 60%, 80%, or 100% in RSUs; Lead Independent Director receives an additional $50,000; committee chairs receive incremental fees (Audit $30k; CHRC $25k; Finance $20k; Innovation & Technology $20k; Nominating & Governance $20k). RSUs are granted on the annual meeting date and vest the day before the next annual meeting; cash paid quarterly .
| Component | Amount | Notes |
|---|---|---|
| Base annual director compensation | $300,000 | Cash/RSU election (60–100% RSUs) |
| Lead Independent Director premium | $50,000 | Additional annual compensation |
| Nominating & Governance Chair fee | $20,000 | Annual chair fee |
| RSU grant date (2024) | Apr 25, 2024 | Grant date for all directors |
| RSU vest date (2025) | Apr 22, 2025 | Vests day before next annual meeting |
- 2024 Director Compensation (Meister):
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Paul M. Meister | $0 | $370,066 | $370,066 |
- Unvested RSUs at 12/31/2024:
| Name | Unvested RSUs (#) |
|---|---|
| Paul M. Meister | 5,183 |
Performance Compensation
- Non‑employee director compensation is not performance‑based; RSUs are time‑based with 1‑year vesting. Aptiv discloses no director options or PSUs, and no performance metrics apply to director pay programs .
| Program | Performance Metrics | Vesting |
|---|---|---|
| Annual Director RSU Grant | None (time‑based) | Vests day before next annual meeting |
Other Directorships & Interlocks
- Current directorships: Amneal Pharmaceuticals (Non‑Executive Chair), Oaktree Acquisition Corp. III Life Sciences, Quanterix Corporation. Prior five years: Oaktree Acquisition Corp. I & II; Scientific Games Corporation. These organizations operate in life sciences and gaming, which are not core Aptiv customer/supplier verticals; no related party transactions were identified in 2024 per Aptiv’s policy .
- Related Party Transaction Policy requires prompt disclosure of conflicts and committee review/approval; none identified in 2024 .
Expertise & Qualifications
- Aptiv highlights Meister’s expertise in management, strategy, finance/capital markets, operations, and M&A based on extensive public company experience as an executive and board member. Education: University of Michigan (BA), Northwestern University (MBA) .
Equity Ownership
- Beneficial ownership (as of Feb 28, 2025):
| Holder | Shares Owned | RSUs Vesting within 60 Days | Total | % of Class |
|---|---|---|---|---|
| Paul M. Meister | 14,229 | 5,183 | 19,412 | <1% |
- Stock ownership guideline for non‑employee directors: $600,000 in Aptiv shares (5x maximum cash retainer); all non‑employee directors, except Jakkal (joined 2024) and Janow (joined 2021), met/exceeded the guideline as of the 2024 measurement, implying Meister is in compliance .
- No hedging/pledging: Company policy prohibits hedging and pledging of Aptiv stock by directors and employees .
Say‑on‑Pay & Shareholder Feedback
- Annual meeting voting (Apr 23, 2025): Meister’s director election received 177,674,519 For; 19,362,715 Against; 186,571 Abstain; 7,017,516 broker non‑votes. Several peers received meaningfully higher For votes, which may indicate comparatively lower support for Meister’s re‑election in 2025 .
- Advisory vote on executive compensation (Say‑on‑Pay): For 177,675,761; Against 18,766,650; Abstain 781,394; 7,017,516 broker non‑votes .
Compensation Committee Analysis
- Committee composition and engagement: Meister is a member of the CHRC; the committee met 6 times in 2024 .
- Independent consultant: Meridian Compensation Partners retained by the CHRC since Nov 2023; the committee assessed Meridian’s independence and found no conflicts; Meridian does not perform other services for Aptiv and participated in all 2024 CHRC meetings, including executive sessions .
- Governance practices: Clawback policy compliant with NYSE/SEC; supplemental policy permits forfeiture/repayment for misconduct or misstatements; restrictive covenants for executives include non‑compete (12 months) and non‑solicit (24 months); no excise tax gross‑ups for officers; no hedging/pledging policy .
Governance Assessment
- Strengths:
- Lead Independent Director since 2022 with robust responsibilities enhancing independent oversight and shareholder engagement .
- Chair of Nominating & Governance; active roles on CHRC and Finance—positions aligned with board effectiveness and oversight of human capital and capital allocation .
- Compensation mix shows strong alignment: 100% equity election in 2024 with RSUs vesting annually; compliance with director ownership guidelines .
- Board independence and executive session practices; >75% attendance by all directors in 2024; regular committee cadence .
- No related party transactions identified in 2024; policy framework to evaluate conflicts .
- Watch items / potential red flags:
- Shareholder support in 2025 director election was lower for Meister versus peers (19.36M Against), warranting monitoring for investor concerns around external commitments or governance stances .
- Extensive external roles in life sciences venture/private investment could create perceived conflicts, though Aptiv disclosed no related party transactions and prohibits hedging/pledging; continued disclosure and oversight remain important .
- Director equity is time‑based (no performance link); while standard for directors, it does not incorporate explicit performance metrics .
Overall, Meister’s LID role, committee leadership, and equity‑heavy compensation indicate governance alignment and engagement, balanced against relatively lower shareholder support in 2025 and significant external commitments that merit ongoing monitoring for potential interlocks or time‑allocation concerns .