Aptiv PLC filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$APTV
Auto Parts:O.E.M.
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 7, 2024, Aptiv PLC (“Aptiv” or the “Company”) issued a press release announcing several senior management changes. Effective November 8, 2024, Joseph R. Massaro, currently Aptiv’s Vice Chairman, Business Operations, and Chief Financial Officer will assume lead of the Engineered Components Group and will step down from his position as Chief Financial Officer. Mr. Massaro will be succeeded as Chief Financial Officer by Varun Laroyia, who has been named Executive Vice President and Chief Financial Officer effective November 8, 2024. William T. Presley, Vice Chairman and Chief Operating Officer, will step down from his role at Aptiv on November 22, 2024, to pursue other opportunities. Mr. Presley’s responsibilities will be assumed by other members of Aptiv’s management team.
Mr. Laroyia, age 53, joined Aptiv from LKQ Corporation, a leading provider of alternative and specialty parts to repair and accessorize automobiles and other vehicles, where he most recently served as Senior Advisor, following roles as Chief Executive Officer, LKQ Europe from 2022 to 2023 and Executive Vice President and Chief Financial Officer from 2017 to 2022. Prior to serving at LKQ, Mr. Laroyia served as Chief Financial Officer, Global Workplace Solutions for CBRE Group, Inc. from 2015 to 2017 and, prior to that, in a variety of roles of increasing responsibility at Johnson Controls, Gateway, General Electric and KPMG in Europe and North America.
Mr. Laroyia has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Laroyia and any other person pursuant to which he was selected as Chief Financial Officer. There are no family relationships between Mr. Laroyia and any director or executive officer of Aptiv.
The Compensation and Human Resources Committee of the Board approved the following compensation arrangements for Mr. Laroyia as Chief Financial Officer:
•Annual base salary of $850,000;
•Annual bonus target of 100% of base salary;
•A long-term incentive award with a target value of $4,050,000 in the form of 40% time-based vesting and 60% performance-based vesting restricted stock units, to be made under Aptiv’s existing 2024 Long-Term Incentive Plan;
•A one-time long-term incentive award with a target value of $3,000,000, in the form of time-based vesting restricted stock units, which will vest ratably over two years on the anniversary of the grant date, to be made under Aptiv’s existing 2024 Long-Term Incentive Plan; and
•A one-time cash signing bonus in the amount of $2,000,000, to be paid in two equal installments, the first to be paid within 45 days of Mr. Laroyia’s hire date and the second to be paid following Mr. Laroyia’s one-year anniversary with Aptiv, subject to continued employment.
The terms and conditions of Mr. Laroyia’s employment and compensation include certain post-service covenants, including non-compete and non-solicitation provisions.
No compensation adjustments in connection with Mr. Massaro’s new role were made. The terms and conditions of Mr. Massaro’s employment and compensation, including the application of his existing post-service covenants, including non-compete and non-solicitation provisions, continue to apply.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | |||||
| Number | Description | ||||
| 99.1 | Press Release Dated November 7, 2024 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | November 7, 2024 | APTIV PLC | ||||||||||||
| By: | /s/ Katherine H. Ramundo | |||||||||||||
| Katherine H. Ramundo | ||||||||||||||
| Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary | ||||||||||||||
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EXHIBIT INDEX
| Exhibit | |||||
| Number | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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