Aptiv PLCAPTV
Aptiv PLC Stock Compensation Disclosure
SHARE-BASED COMPENSATION
Long-Term Incentive Plan
The Aptiv PLC 2024 Long-Term Incentive Plan (the “2024 LTIP”), which was approved by the Company’s shareholders in April 2024, allows for the grant of awards of up to 9,880,000 ordinary shares for long-term compensation. Prior to April 2024, the Company issued awards for long-term compensation under the Aptiv PLC Long-Term Incentive Plan, as amended and restated effective April 23, 2015 (the “PLC LTIP”). The Company’s long-term incentive plans were designed to align the interests of management and shareholders. The awards can be in the form of shares, options, stock appreciation rights, restricted stock units (“RSUs”), performance awards and other share-based awards to the employees, directors, consultants and advisors of the Company. The Company has awarded annual long-term grants of RSUs under its long-term incentive plans in order to align management compensation with Aptiv’s overall business strategy. All of the RSUs granted under both the 2024 LTIP and PLC LTIP are eligible to receive dividend equivalents for any dividend paid from the grant date through the vesting date. When applicable, dividend equivalents are paid out in ordinary shares upon vesting of the underlying RSUs. In addition, the Company has competitive and market-appropriate ownership requirements for its directors and officers.
In connection with the reorganization transaction as further described in Note 1. General, in December 2024, Old Aptiv established a new publicly-listed Jersey parent company, New Aptiv, which is resident for tax purposes in Switzerland. As a result of the Transaction, all issued and outstanding ordinary shares of Old Aptiv were exchanged on a one-for-one basis for newly issued ordinary shares of New Aptiv. In connection with the Transaction, New Aptiv assumed Old Aptiv’s long-term incentive plans.
Board of Director Awards
Aptiv has granted RSUs to the Board of Directors as detailed in the table below:
| Grant Date | RSUs granted | Grant Date Fair Value (1) | Vesting Date | Shares Issued Upon Vesting | Fair Value of Shares at Issuance | Shares Withheld to Cover Withholding Taxes | ||||||||||||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||||||||||||||
| April 2025 | 38,590 | $ | 2 | April 2026 | N/A | N/A | N/A | |||||||||||||||||||||||||||||||
| April 2024 | 30,497 | $ | 2 | April 2025 | 29,199 | $ | 2 | 1,298 | ||||||||||||||||||||||||||||||
| April 2023 | 20,584 | $ | 2 | April 2024 | 18,272 | $ | 1 | 2,312 | ||||||||||||||||||||||||||||||
(1)Determined based on the closing price of the Company’s ordinary shares on the date of the grant.
Executive Awards
Aptiv has made annual grants of RSUs to its executives in February of each year beginning in 2012. These awards include a time-based vesting portion and a performance-based vesting portion, as well as continuity awards in certain years. The time-based RSUs, which make up 40% of the awards for Aptiv’s officers and 50% for Aptiv’s other executives, vest ratably over three years beginning on the first anniversary of the grant date. The performance-based RSUs, which make up 60% of the awards for Aptiv’s officers and 50% for Aptiv’s other executives, vest at the completion of a three-year performance period if certain targets are met. Each executive will receive between 0% and 240% (200% prior to 2025) of his or her target performance-based award based on the Company’s performance against established company-wide performance metrics, which are:
| Metric | 2025 Grant | 2021 - 2024 Grants | ||||||||||||
| Average return on invested capital (1) | 70% | N/A | ||||||||||||
| Software and adjacent market revenue | 30% | N/A | ||||||||||||
| Relative total shareholder return (2) | (3) | 33% | ||||||||||||
| Average return on net assets (4) | N/A | 33% | ||||||||||||
| Cumulative net income | N/A | 33% | ||||||||||||
(1)Average return on invested capital is measured by tax-affected operating income divided by average invested capital. Average invested capital is measured by the sum of average total shareholders’ equity plus average net debt for each calendar year during the respective performance period.
(2)Relative total shareholder return is measured by comparing the average closing price per share of the Company’s ordinary shares for the specified trading days in December of the performance period to the average closing price per share of the Company’s ordinary shares for the specified trading days in December of the year preceding the grant, including dividends, and assessed against a comparable measure of competitor and peer group companies.
(3)The performance-based RSUs granted in 2025 are subject to a performance modifier based on relative total shareholder return, whereby the ultimate payout level of the performance-based RSUs may be adjusted upwards by 20% if relative total shareholder return is in the upper quartile against a comparable measure of competitor and peer group companies or downwards by 20% if in the bottom quartile for the specified trading days of the performance period as defined above. There will be no adjustment if relative total shareholder return is in the middle quartiles.
(4)Average return on net assets is measured by tax-affected operating income divided by average net working capital plus average net property, plant and equipment for each calendar year during the respective performance period.
The details of the annual executive grants were as follows:
| Grant Date | RSUs Granted | Grant Date Fair Value | Time-Based Award Vesting Dates | Performance-Based Award Vesting Date | ||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| February 2021 | 0.44 | $ | 72 | Annually on anniversary of grant date, 2022 - 2024 | December 31, 2023 | |||||||||||||||||||||
| February 2022 | 0.59 | $ | 80 | Annually on anniversary of grant date, 2023 - 2025 | December 31, 2024 | |||||||||||||||||||||
| February 2023 | 0.79 | $ | 99 | Annually on anniversary of grant date, 2024 - 2026 | December 31, 2025 | |||||||||||||||||||||
| February 2024 | 1.12 | $ | 94 | Annually on anniversary of grant date, 2025 - 2027 | December 31, 2026 | |||||||||||||||||||||
| February 2025 | 1.88 | $ | 130 | Annually on anniversary of grant date, 2026 - 2028 | December 31, 2027 | |||||||||||||||||||||
The grant date fair value of the RSUs is determined based on the target number of awards issued, the closing price of the Company’s ordinary shares on the date of the grant of the award, including an estimate for forfeitures, and a contemporaneous valuation performed by a third-party valuation specialist with respect to the portion of the awards subject to relative total shareholder return.
Any new executives hired after the annual executive RSU grant date may be eligible to participate in the 2024 LTIP. The Company has also granted additional awards to employees in certain periods under both the PLC LTIP and 2024 LTIP. Any off-cycle grants made to new hires or other employees are valued at their grant date fair value based on the closing price of the Company’s ordinary shares on the date of such grant.
The details of shares issued for vested annual executive grants are as follows:
| Time-Based Awards | Performance-Based Awards | |||||||||||||||||||||||||||||||||||||
| Vesting Date | Ordinary Shares Issued Upon Vesting | Fair Value of Shares at Issuance | Ordinary Shares Withheld to Cover Withholding Taxes | Ordinary Shares Issued Upon Vesting | Fair Value of Shares at Issuance | Ordinary Shares Withheld to Cover Withholding Taxes | ||||||||||||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||||||||||||||
| Q1 2025 | 554,363 | $ | 36 | 224,317 | 138,010 | $ | 9 | 58,518 | ||||||||||||||||||||||||||||||
| Q1 2024 | 461,052 | $ | 36 | 188,897 | 151,245 | $ | 12 | 65,910 | ||||||||||||||||||||||||||||||
| Q1 2023 | 286,337 | $ | 33 | 116,753 | 315,664 | $ | 37 | 138,036 | ||||||||||||||||||||||||||||||
A summary of RSU activity, including award grants, vesting and forfeitures is provided below:
| RSUs | Weighted Average Grant Date Fair Value | ||||||||||
| (in thousands) | |||||||||||
| Nonvested, January 1, 2023 | 1,247 | $ | 136.61 | ||||||||
| Granted | 1,545 | $ | 117.09 | ||||||||
| Vested | (549) | $ | 135.17 | ||||||||
| Forfeited | (247) | $ | 119.13 | ||||||||
| Nonvested, December 31, 2023 | 1,996 | $ | 124.06 | ||||||||
| Granted | 1,972 | $ | 77.95 | ||||||||
| Vested | (714) | $ | 123.39 | ||||||||
| Forfeited | (484) | $ | 114.99 | ||||||||
| Nonvested, December 31, 2024 | 2,770 | $ | 92.98 | ||||||||
| Granted | 2,608 | $ | 73.66 | ||||||||
| Vested | (1,236) | $ | 98.06 | ||||||||
| Forfeited | (405) | $ | 81.10 | ||||||||
| Nonvested, December 31, 2025 | 3,737 | $ | 79.10 | ||||||||
As of December 31, 2025, there were approximately 450,000 Aptiv performance-based RSUs, with a weighted average grant date fair value of $133.15, that were vested but not yet distributed.
Aptiv recognized share-based compensation expense of $132 million ($118 million, net of tax), $112 million ($96 million, net of tax) and $107 million ($90 million net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the years ended December 31, 2025, 2024 and 2023, respectively. Aptiv will continue to recognize compensation expense, based on the grant date fair value of the awards applied to the Company’s best estimate of ultimate performance against the respective targets, over the requisite vesting periods of the awards. Based on the grant date fair value of the awards and the Company’s best estimate of ultimate performance against the respective targets as of December 31, 2025, unrecognized compensation expense on a pre-tax basis of approximately $178 million is anticipated to be recognized over a weighted average period of approximately two years. For the years ended December 31, 2025, 2024 and 2023, respectively, approximately $26 million, $23 million and $33 million of cash was paid and reflected as a financing activity in the consolidated statements of cash flows related to the tax withholding for vested RSUs.
Subsidiary Awards
During 2023, certain employees of Wind River were granted stock options in Westerly, LLC (a subsidiary of the Company and parent company of Wind River) (the “Subsidiary Awards”). These Subsidiary Awards vest ratably over a three-year period subject to continuing employment. Subsidiary Awards become exercisable upon vesting.
A summary of the status of the Company’s non-vested Subsidiary Awards is provided below:
| Subsidiary Award Stock Options | Weighted Average Grant Date Fair Value | ||||||||||
| (in thousands) | |||||||||||
| Nonvested, January 1, 2023 | — | $ | — | ||||||||
| Granted | 8,102 | $ | 3.66 | ||||||||
| Vested | (2,305) | $ | 3.69 | ||||||||
| Forfeited | (731) | $ | 3.69 | ||||||||
| Nonvested, December 31, 2023 | 5,066 | $ | 3.65 | ||||||||
| Granted | 1,780 | $ | 3.19 | ||||||||
| Vested | (1,898) | $ | 3.65 | ||||||||
| Forfeited | (1,535) | $ | 3.66 | ||||||||
| Nonvested, December 31, 2024 | 3,413 | $ | 3.41 | ||||||||
| Granted | 527 | $ | 3.20 | ||||||||
| Vested | (2,082) | $ | 3.47 | ||||||||
| Forfeited | (588) | $ | 3.43 | ||||||||
| Nonvested, December 31, 2025 | 1,270 | $ | 3.21 | ||||||||
The following summarizes the weighted average inputs used in the Black-Scholes model to value the Subsidiary Awards granted during the years ended December 31, 2025, 2024 and 2023:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected volatility (1) | 35.22 | % | 35.16 | % | 42.99 | % | |||||||||||
| Expected term | 3.5 years | 3.5 years | 3.5 years | ||||||||||||||
| Expected dividends | $ | — | $ | — | $ | — | |||||||||||
| Risk-free interest rate | 3.99 | % | 4.05 | % | 4.41 | % | |||||||||||
(1)Expected volatility was primarily based on the historical volatility of a group of comparable publicly traded entities as determined by the Company.
Aptiv recognized share-based compensation expense related to these Subsidiary Awards of $7 million, $8 million and $8 million during the years ended December 31, 2025, 2024 and 2023, respectively. Aptiv will continue to recognize compensation expense based on the grant date fair value of the Subsidiary Awards over the requisite service period. As of December 31, 2025, unrecognized compensation expense on a pre-tax basis related to unvested Subsidiary Awards of approximately $3 million is anticipated to be recognized over a period of approximately one year.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 6, 2026 | Showing above |
| 2024 | Feb 7, 2025 | |
| 2023 | Feb 6, 2024 | |
| 2022 | Feb 8, 2023 | |
| 2021 | Feb 7, 2022 | |
| 2020 | Feb 8, 2021 | |
| 2019 | Feb 3, 2020 | |
| 2018 | Feb 4, 2019 | |
| 2016 | Feb 6, 2017 | |
| 2015 | Feb 8, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.