Varun Laroyia
AptivAbout Varun Laroyia
Executive Vice President and Chief Financial Officer of Aptiv, appointed effective November 8, 2024; age 53. Prior roles include CFO and later CEO of LKQ Europe; education: MBA (Marketing & Strategy) from Cardiff Business School, University of Wales, and B.Com (Hons) in Accounting & Economics from Shri Ram College of Commerce, University of Delhi . In 2024, Aptiv delivered adjusted operating income of $2.366B (12.0% margin) and cash flow before financing of $1.612B, while long-term performance RSUs for the 2022–2024 cycle vested at 63% amid TSR underperformance (company $100→$63.84 in 2024), highlighting the program’s pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LKQ Corporation | Executive Vice President & CFO | 2017–2022 | Drove working capital efficiency, cash flow, portfolio actions, and value-creating capital allocation . |
| LKQ Corporation | CEO, LKQ Europe | 2022–2023 | Led largest distributor of automotive mechanical parts in Europe . |
| CBRE Group, Inc. (via JCI GWS acquisition) | CFO, Global Workplace Solutions | 2015–2017 | Post-acquisition CFO; oversight of global facilities/outsourcing businesses . |
| Johnson Controls; Gateway; General Electric; KPMG | Various finance/operating roles | Not disclosed | Progressive leadership across Europe/North America . |
External Roles
No current public company directorships disclosed in Aptiv’s appointment materials .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Base Salary | $850,000 | Approved upon appointment as CFO . |
| Target Annual Bonus % | 100% of base | Target $850,000 (prorated for 2024) . |
| 2024 Actual Annual Incentive Paid | $152,627 | Prorated target $135,068; total payout factor 113% . |
| Sign-on Cash Bonus | $2,000,000 | Paid $1,000,000 upon hire and $1,000,000 at 1-year anniversary, subject to continued employment . |
Performance Compensation
Annual Incentive Plan (AIP) – Design and 2024 Outcome
| Metric | Weight | Threshold | Target | Max | 2024 Result | Payout |
|---|---|---|---|---|---|---|
| Adjusted Operating Income (Total Aptiv) | 30% | $1,319M | $1,978M | $2,528M | $2,128M | 114% . |
| Cash Flow Before Financing (Total Aptiv) | 30% | $765M | $1,148M | $1,466M | $1,647M | 200% . |
| Growth Over Market (Total Aptiv) | 15% | 3.6% | 5.4% | 7.8% | 0.6% | 0% . |
| Strategic Results Metric | 25% | Qualitative | Qualitative | Qualitative | Organization-wide progress across foundation, current, future platforms | 75% . |
| Weighted Financial Payout (CFO weighting = 100% Total Aptiv) | — | — | — | — | — | 126% . |
| Total AIP Payout Factor | — | — | — | — | — | 113% . |
Design changes for 2025: AIP metrics simplified to Revenue, Operating Income, and Strategic Results; shift to emphasize top-line expansion beyond automotive .
Long-Term Incentive (LTI) – 2024 Grants and Structure
| Element | Weight | Grant Value ($) | Units | Vesting | Performance Period |
|---|---|---|---|---|---|
| Performance-Based RSUs (PBRSUs) | 60% | $2,430,000 | 10,877 target; 43,509 target shares at 100%; 87,018 at max | Settled after performance | 2024–2026 (settle early 2027) . |
| Time-Based RSUs (annual) | 40% | $1,620,000 | 31,912 | Vests ratably over 3 years from grant | N/A . |
| Sign-on Time-Based RSUs | — | $3,000,000 | 53,716 (grant 11/14/2024) + 29,007 (same date; program allocation) | 50% on 11/14/2025 and 50% on 11/14/2026 | N/A . |
2024 LTI performance metrics and weights: Average RONA (33.3%), Cumulative Net Income (33.3%), Relative TSR (33.3%). 2025 LTI changes: replace RONA and Net Income with ROIC and Software/Adjacent Market Revenue; TSR becomes a +/- 20% payout modifier .
Historical LTI Payout Context (Company-wide)
- 2022–2024 PBRSUs paid at 63% of target (RONA 82%, NI 106%, Relative TSR 0%) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares Beneficially Owned (2/28/2025) | 5,359; less than 1% of shares outstanding . |
| RSUs Vesting within 60 Days (as of 2/28/2025) | 0 . |
| Unvested RSUs (12/31/2024) | Time-based: 53,716 (sign-on, vests Nov 2025/2026) and 29,007; PBRSUs at max: 87,018 for 2024–2026 cycle . |
| Stock Ownership Guidelines | 3x base salary for Section 16 officers; compliance measured annually; NEOs at or on track by 2/14/2025 . |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no hedging, pledging, short sales, derivatives, margin accounts) . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Appointment & Effective Date | Named EVP & CFO effective November 8, 2024 . |
| Severance (non-CIC) | Executive Severance Plan: 1x base salary (for officers with under two years’ service; 1.5x applies after two years) plus COBRA subsidy up to 18 months; Laroyia’s modeled involuntary not-for-cause or good reason termination: $850,000 cash + $17,816 benefits, total $867,816 . |
| Change-in-Control (CIC) | Double-trigger; 2x base salary + 2x target bonus, plus 24 months COBRA; equity vests (TBRSUs fully; PBRSUs greater of earned to CIC or 100%); Laroyia modeled CIC termination totals $11,910,402 (cash $3.4M; AIP $850k; TBRSUs $5,003,087; PBRSUs $2,631,424; benefits $25,891) . |
| Death/Disability | Modeled total $8,484,511; TBRSUs vest in full for post-2/28/2024 grants; PBRSUs vest based on performance . |
| Clawbacks | SEC/NYSE-compliant clawback policy adopted in 2023; recovery of incentive compensation for restatements; supplemental policy allows forfeiture/repayment for misstatements or fraud . |
| Restrictive Covenants | Non-compete: 12 months; Non-solicitation of employees: 24 months; Non-solicitation of customers: 24 months . |
| Tax Gross-ups | No excise tax gross-ups for NEOs (standard relocation/expatriate gross-ups may apply generally) . |
Compensation Structure Notes
- 2024 NEO target compensation for Laroyia: Base $850,000; AIP target $850,000; LTI target $4,050,000 (60% PBRSUs, 40% TBRSUs) .
- One-time sign-on awards: $2,000,000 cash; $3,000,000 TBRSUs vesting in two annual tranches (Nov 2025 and Nov 2026), subject to service .
Say-on-Pay & Peer Group
- 2024 Say-on-Pay approval: ~90% of votes cast, indicating broad shareholder support for pay design .
- Peer group expansion in July 2024 added technology companies (Adobe, PayPal, Salesforce, Uber) alongside industrials, reflecting talent competition in software and AI .
Investment Implications
- Retention risk appears mitigated near term by substantial unvested sign-on TBRSUs (50% vest on Nov 14, 2025 and 50% on Nov 14, 2026) and annual TBRSUs, plus performance-based LTI through 2026—creating strong service and performance-based incentives .
- Alignment features are robust: 3x salary ownership guidelines, strict no-hedging/no-pledging, comprehensive clawbacks, and double-trigger CIC; Laroyia’s current beneficial ownership is modest (5,359 shares), but policy requires building ownership and restricts selling until guidelines are met/on track .
- Pay program changes for 2025 increase emphasis on revenue and ROIC and add a TSR modifier to LTI, likely sharpening focus on top-line expansion in software and adjacent markets and capital efficiency—areas where Laroyia has prior track record (working capital and cash flow improvements at LKQ) .