Sean Mahoney
AptivAbout Sean O. Mahoney
Sean O. Mahoney, age 62, has served as an independent director of Aptiv since November 2009, bringing over three decades of investment banking and finance experience. He was a Partner and Head of the Financial Sponsors Group at Goldman Sachs (1987–2004) and later Vice Chairman, Global Banking at Deutsche Bank Securities (2004–2008). He holds a bachelor’s degree from the University of Chicago and a master’s degree from Oxford University, where he was a Rhodes Scholar. He currently chairs Aptiv’s Finance Committee and serves on the Nominating & Governance Committee, and the Board has affirmed his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman, Sachs & Co. | Partner; Head, Financial Sponsors Group | 1987–2004 | Led sponsor coverage; advised across industries and products |
| Deutsche Bank Securities | Vice Chairman, Global Banking | 2004–2008 | Senior advisory across capital markets and M&A |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Pepco Group N.V. | Director | Current | Public company directorship |
| Howmet Aerospace Inc. (formerly Arconic/Alcoa) | Director | 2016–2020 | Prior public company board |
| iHeartMedia, Inc. | Director | 2019–2021 | Prior public company board |
Board Governance
- Committee assignments: Chair, Finance Committee; Member, Nominating & Governance Committee .
- Independence: Board determined all non-employee directors, including Mr. Mahoney, are independent under NYSE standards .
- Attendance: In 2024, all directors attended at least 75% of Board and applicable Committee meetings; Board held 8 meetings, Finance held 5, and Nominating & Governance held 5 .
- Executive sessions: Independent directors meet in executive session at every regular Board and Committee meeting .
- Overboarding limits: Non-CEO directors limited to four public company boards; Audit Committee members limited to three audit committees—Mr. Mahoney appears in compliance .
- Risk oversight: As Finance Committee Chair, oversees capital structure, financing transactions, M&A, liquidity, hedging, tax strategy, and annual plan reviews .
Fixed Compensation
| Component | Amount / Terms | 2024 Value (Mahoney) |
|---|---|---|
| Annual director compensation | $300,000; payable in cash and time-based RSUs (director may elect 60%, 80%, or 100% RSUs) | $320,066 total |
| Committee chair fee (Finance) | $20,000 additional annual compensation | Included in cash/equity mix |
| RSU grant mechanics | Annual grant on AGM day; vests the day before next AGM; cash paid quarterly | Stock awards fair value: $192,066 (granted Apr 25, 2024; unvested at 12/31/24) |
| Cash fees (2024) | Director cash portion for the year | $128,000 |
| Unvested RSUs at 12/31/2024 | Outstanding director RSUs (vest Apr 22, 2025) | 2,690 units |
Performance Compensation
| Item | Details |
|---|---|
| Director equity design | Non-employee director equity is time-based RSUs only; no options or performance conditions; 2024 grant date Apr 25, 2024; vests Apr 22, 2025 |
| Performance metrics | None (director awards are not tied to financial/TSR metrics) |
Other Directorships & Interlocks
| Company | Sector Link to Aptiv | Potential Conflict Indicator |
|---|---|---|
| Pepco Group N.V. | Retail; not a customer/supplier disclosed by Aptiv | None disclosed |
| Howmet Aerospace (prior) | Aerospace/industrial; no Aptiv RPT tie disclosed | None disclosed |
| iHeartMedia (prior) | Media; no Aptiv RPT tie disclosed | None disclosed |
No related party transactions identified by Aptiv in 2024, and the Board’s policy requires review and approval of any such transactions .
Expertise & Qualifications
- Value-creation, capital markets, financing, and M&A expertise from senior banking roles; broad advisory across industries and products .
- Academic credentials: University of Chicago (BA), Oxford University (master’s; Rhodes Scholar) .
- Board finance leadership: Chairs Finance Committee overseeing capital structure, liquidity, hedging, tax, and major transactions .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares owned | 19,165 |
| RSUs vesting within 60 days | 2,690 |
| Total beneficial ownership | 21,855 |
| Ownership as % of shares outstanding | <1% (company notes “less than 1%”) |
| Director stock ownership guideline | $600,000 in Aptiv shares (5x max cash retainer) |
| Compliance status (2024 measurement) | All non-employee directors, except recent additions, were at/above requirement; implies Mr. Mahoney compliant |
| Hedging/pledging | Prohibited by Insider Trading Policy (no hedging, no pledging, no margin) |
Governance Assessment
- Board effectiveness: Long-tenured independent director with deep capital markets and M&A expertise; chairs Finance Committee, aligning skills with Aptiv’s capital allocation and risk oversight needs .
- Independence & engagement: Independent under NYSE rules; participated at least 75% of meetings in 2024; Board holds executive sessions at every meeting .
- Pay alignment: Director compensation mix allows high equity election; 2024 stock award ($192,066) and unvested RSUs (2,690) provide ownership alignment; guideline of $600,000 and reported compliance support “skin-in-the-game” .
- Conflicts & related-party exposure: No related-party transactions identified; Insider Trading Policy bans hedging/pledging; overboarding limits in place with apparent compliance .
Red Flags: None identified (no RPTs; acceptable attendance; prohibited hedging/pledging; ownership guideline compliance reported) .