APTIV PLC (APTV)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
APTIV PLC · Meeting: April 29, 2026
Directors FOR
2
Directors AGAINST
9
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors (Resolutions 1 to 11)
Against Analysis
As Chair and CEO since 2015, Mr. Clark's full tenure overlaps with Aptiv's severe 3-year stock underperformance (-86.5 percentage points below the compensation peer group median), which far exceeds the 20-point trigger threshold for companies with negative absolute returns; the 5-year gap of -107.7 percentage points versus peers confirms this is sustained underperformance, not a transient dip, so no mitigant applies.
Ms. Cooper has served since February 2018, giving her tenure that fully overlaps the 3-year underperformance period; Aptiv's stock trailed the peer group median by 86.5 percentage points over 3 years (threshold: 20 points for negative absolute TSR), and the 5-year gap of -107.7 points versus the same peers confirms sustained underperformance with no mitigating improvement in the longer-term track record.
Mr. Hooley joined in January 2020, so his tenure fully covers the 3-year underperformance window; the 86.5-point gap versus the peer group median vastly exceeds the 20-point trigger, and the 5-year record (-107.7 points versus peers) shows no improvement over a longer horizon.
Professor Janow has served since April 2021, giving her tenure that fully covers the 3-year underperformance period; the 86.5-point peer group underperformance gap far exceeds the 20-point trigger, and the 5-year record provides no mitigating context given the sustained magnitude of underperformance.
Mr. Mahoney has been a director since 2009, giving him the longest tenure on the board; his oversight fully covers the 3-year underperformance period, with Aptiv trailing peers by 86.5 percentage points (threshold: 20 points), and the 5-year gap of -107.7 points confirms this is not a recent or transient issue.
Mr. Meister has served since July 2019, and as Lead Independent Director since 2022, his tenure fully overlaps the 3-year underperformance window; the 86.5-point peer group gap far exceeds the 20-point trigger, and the 5-year record (-107.7 points versus peers) confirms sustained, not transient, underperformance.
Mr. Ortberg has served since September 2018, giving him tenure that fully covers the 3-year underperformance period; the 86.5-point gap versus peers vastly exceeds the 20-point trigger for negative absolute TSR, and the 5-year record shows no improvement to warrant a mitigant.
Dr. Parris has served since December 2017, giving him tenure that fully covers the 3-year underperformance window; the 86.5-point peer group gap vastly exceeds the 20-point trigger, and the 5-year record (-107.7 points versus peers) confirms the underperformance is sustained rather than transient.
Ms. Pinczuk has served since November 2016, giving her tenure that fully covers the 3-year underperformance period; the 86.5-point peer group gap far exceeds the 20-point trigger, and the 5-year record (-107.7 points versus peers) provides no mitigating improvement over a longer horizon.
For Analysis
Mr. Agnevall joined the board in December 2025, less than 24 months before the meeting, and is therefore exempt from the TSR underperformance trigger under policy; no other disqualifying factors identified.
Ms. Jakkal joined in April 2024, less than 24 months before the meeting date, and is therefore exempt from the TSR underperformance trigger; no other disqualifying factors identified.
Nine of eleven director nominees receive an AGAINST vote due to sustained, severe underperformance versus Aptiv's own disclosed compensation peer group — Aptiv's 3-year stock return of -37.9% trailed the peer median by 86.5 percentage points, far exceeding the 20-point trigger threshold applicable to companies with negative absolute returns. The 5-year gap of -107.7 points versus the same peers confirms this is not a transient dip, so no mitigant applies for long-tenured directors. The two newly appointed directors (Agnevall, joined December 2025; Jakkal, joined April 2024) are exempt from the TSR trigger under the 24-month new-director exemption and receive FOR votes.
Say on Pay
✗ AGAINSTCEO
Kevin P. Clark
Total Comp
$19,250,277
Prior Support
90%%
The CEO received total compensation of $19.25 million, with an LTI target of $14.5 million and 92% of pay at risk — the pay mix itself is structurally sound and performance-oriented. However, the pay-for-performance alignment check fails: variable pay is well above benchmark for a large-cap industrials CEO, and Aptiv's stock has lost 37.9% over three years while the company's own compensation peer group returned a median of +48.6% — a gap of 86.5 percentage points that vastly exceeds the 20-point threshold for triggering a No vote on incentive pay alignment. While the company highlights strong adjusted operating income growth and the 2023-2025 performance stock award paid out at 147% of target (using relative TSR versus the Russell 3000 Auto Parts Index), shareholders experienced deeply negative absolute returns during the same period that peers delivered strong gains, which is precisely the misalignment the pay-for-performance policy is designed to address.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$19,100,000
Non-Audit Fees
$11,500,000
Non-audit fees (audit-related fees of $5.6M plus tax fees of $5.9M = $11.5M) represent approximately 60% of core audit fees ($19.1M), which exceeds the 50% threshold; however, the elevated audit-related fees in 2025 appear driven by one-time activity (carve-out audits and due diligence related to the Versigent spin-off separation), and the policy calls for a softer reading in single large-year anomalies driven by identifiable transactions, so a FOR vote is warranted with a note that the non-audit ratio should be monitored in future years absent the separation activity.
Overall Assessment
The 2026 Aptiv ballot presents a straightforward governance concern: the company's stock has lost nearly 38% over three years while its own hand-picked peer group gained nearly 49%, a gap of 86.5 percentage points that triggers AGAINST votes for nine of eleven directors and for the Say on Pay resolution; only two newly appointed directors (Agnevall and Jakkal) are exempt from accountability for this underperformance under the 24-month new-director rule. The auditor ratification receives a FOR vote despite a technically elevated non-audit fee ratio, as the excess appears attributable to one-time spin-off transaction activity in 2025.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing