UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant ☒     

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Aptiv PLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

I am pleased to invite you to Aptiv PLC’s Annual General Meeting of Shareholders to be held on Wednesday, April 29, 2026, at 9:00 a.m. local time, at Aptiv's offices located at No. 300, Yuanguo Road, Anting, Jiading District, Shanghai, China.

The following Notice of Annual General Meeting of Shareholders and Proxy Statement describes the business that will be conducted at the Annual Meeting. You can find financial and other information about Aptiv in the accompanying Form 10-K for the fiscal year ended December 31, 2025. These materials are also available on the investor relations portion of our website, aptiv.com.

Aptiv is a global industrial technology company providing advanced software and optimized hardware solutions that enable devices to sense, think, act, and optimize. Our products are deployed across automotive, commercial vehicle, aerospace and defense, telecom and datacom, and diversified industrial markets. Shared secular trends of automation, electrification, and digitalization are creating common customer need and transforming these industries, providing opportunity for Aptiv.

2025 was a year of strong execution and strategic progress. We delivered record levels across each of revenue, adjusted EBITDA and adjusted earnings per share. Our operating model, backed by a resilient global supply chain, executed in-region, for-region, proved invaluable. The end-to-end visibility provided by our comprehensive global supply chain digital twin allowed us to anticipate disruptions and keep our customers connected with minimal impact to our operations. All of this was validated by external recognition, including Volkswagen Group’s Resilient Supply Chain award, General Motors’ Supplier Quality Excellence Awards for multiple facilities, and Nissan’s Global Supplier Innovation Award.

Aptiv was also recognized as one of the World’s Best Companies and World’s Most Sustainable Companies by TIME magazine, along with being named one of Ethisphere’s World's Most Ethical Companies for the 13th consecutive year.

The separation of our Electrical Distribution Systems business as Versigent (NYSE: VGNT) is on track for completion on April 1, 2026, and will result in two independent companies that are optimally positioned to pursue their respective market opportunities and capital allocation strategies, unlocking incremental value for our shareholders.

Your vote is very important. I encourage you to sign and return your proxy card or use telephone or Internet voting so that your shares will be represented and voted at the meeting.

Thank you for your continued support. We look forward to seeing you on April 29, 2026.

Sincerely,

MEETING AGENDA

Presenting the Company’s accounts and auditors’ reports for the fiscal year ended December 31, 2025 to the shareholders, passing the following resolutions, and transacting such other business as may properly come before the Annual Meeting:

ELECTION OF DIRECTORS

THAT the following directors be elected as directors of the Company:

Resolutions 1 to 12 will be proposed as ordinary resolutions, and Resolution 13 will be proposed as an advisory, non-binding resolution.

You are entitled to vote only if you were a shareholder of Aptiv PLC at the close of business on March 3, 2026. Holders of ordinary shares of Aptiv PLC are entitled to one vote for each share held of record on the record date.

We hope you will be able to attend the Annual Meeting in person. If you expect to attend, please check the appropriate box on the proxy card when you return your proxy or follow the instructions on your proxy card to vote and confirm your attendance by telephone or Internet.

Additional information regarding the business to be conducted and the resolutions is set out in the proxy statement (the “Proxy Statement”) and other proxy materials, which can be accessed by following the instructions on the Notice of Internet Availability of Proxy Materials that accompanies this Notice of Annual General Meeting of Shareholders.

You are entitled to appoint one or more proxies to attend the Annual Meeting and vote on your behalf. Your proxy does not need to be a shareholder of the Company. Instructions on how to appoint a proxy are set out in the Proxy Statement and on the proxy card.

BY ORDER OF THE BOARD OF DIRECTORS

Katherine H. Ramundo

Executive Vice President,

Chief Legal Officer,

Chief Compliance Officer

and Secretary

PLEASE NOTE THAT YOU WILL NEED PROOF THAT YOU OWN APTIV SHARES AS OF THE RECORD DATE TO BE ADMITTED TO THE ANNUAL MEETING.

This Notice of Annual General Meeting of Shareholders and the Proxy Statement are being distributed or made available on or about March 16, 2026.

SPIN-OFF OF ELECTRICAL DISTRIBUTION SYSTEMS BUSINESS

On January 22, 2025, the Company announced its intention to pursue a separation of its Electrical Distribution Systems business into a new, independent publicly traded company, Versigent, through a transaction expected to be treated as a tax-free spin-off to its shareholders (the “Separation”). The Company plans to complete the Separation by April 1, 2026, subject to customary closing conditions.

REORGANIZATION

On December 17, 2024, Aptiv completed a scheme of arrangement under Jersey law (the “Scheme”), which was approved by its shareholders on December 2, 2024 and sanctioned by the Royal Court of Jersey on December 13, 2024. Pursuant to the Scheme, the ordinary shares of Aptiv Irish Holdings Limited (formerly known as Aptiv PLC), a company organized under the laws of Jersey and the then publicly traded parent company of the Aptiv group (the “Predecessor”), were canceled and the holders thereof received, on a one-for-one basis, ordinary shares of Aptiv PLC. Following the Scheme, Aptiv PLC became the publicly traded parent company of the Aptiv group, and the Predecessor became a wholly owned subsidiary of Aptiv PLC. References in this Proxy Statement to “we,” “our,” “Aptiv,” “Aptiv PLC” or the “Company” refer to the Predecessor prior to completion of the Scheme and to Aptiv PLC after the completion of the Scheme.

This summary highlights information contained elsewhere in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

(RESOLUTIONS 1 TO 11)

All of our current directors are nominated for one-year terms to serve until the 2027 annual meeting, or until such director’s earlier resignation, retirement or other termination of service.

The Board believes that the combination of the various qualifications, skills, and breadth and depth of experiences of the director nominees contributes to an effective and well-functioning Board. The Board and the Nominating and Governance Committee believe that, individually and as a whole, the directors possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management. Included in each director nominee’s biography below is an assessment of each of their specific qualifications, attributes, skills and experience. Committee memberships listed below are as of the date of this Proxy Statement. In connection with the Scheme completed on December 17, 2024, the then-serving directors of the Predecessor became the directors of Aptiv PLC with the same term of office as they had with the Predecessor. References below to tenure on the Board for each of our directors includes their service on the board of the Predecessor. Mr. Mahoney was a member of the Board prior to the Company’s initial public offering in 2011, and information included in this Proxy Statement as to his tenure on our Board reflects that service.

The Board has been informed that each nominee is willing to continue to serve as a director. If a director does not receive a majority of the vote for his or her election, then that director will not be elected to the Board, and the Board may fill the vacancy with a different person, or the Board may reduce the number of directors to eliminate the vacancy.

Board Independence and Accountability

Board Effectiveness

The Nominating and Governance Committee regularly reviews the following Board practices and adopts governance practices that serve the interests of our shareholders.

SIZE OF THE BOARD

As of the date of this mailing, the Board consists of 11 directors. Following the Annual Meeting and assuming all nominated directors are elected, the Board will consist of 11 directors. Our Memorandum and Articles of Association provide that our Board must consist of a minimum of two directors. The exact number of directors will be determined from time to time by our full Board.

LEADERSHIP STRUCTURE

The Board, as part of its annual assessment of its leadership structure, continues to believe that it is in the best interest of the Company and its shareholders for Mr. Clark to serve as Chair of the Board and CEO, given his skills, experience and character. Mr. Clark has held the Chair position since 2022, which has served the Company well. As described in more detail in the “Compensation Discussion and Analysis”, in order to successfully transform our business to capitalize on the opportunities before it, and thereby increase shareholder value, the Board continues to believe that this leadership structure provides the Company with the right leadership and strategic vision. In addition, it is the Board’s view that the Company’s corporate governance principles, the quality, stature and substantive business knowledge of the members of the Board, as well as the Board’s culture of open communication with the CEO and senior management are conducive to Board effectiveness with a combined Chair and CEO position.

In addition, the Board has a strong Lead Independent Director in Mr. Meister, who was selected in 2022 to serve in this role and will continue to serve following the Annual Meeting. As Lead Independent Director, Mr. Meister provides independent leadership and coordination among the directors, as well as a connection to the Company’s management team.

The Board has appointed its Lead Independent Director from among its independent directors. The Lead Independent Director coordinates the activities of all of the Board’s independent directors working with the Chair and CEO. The Lead Independent Director is the principal liaison with the Chair and CEO and ensures that the Board has an open, trustful relationship with the Company’s senior management team. In addition to the duties of all directors, as set forth in the Company’s Corporate Governance Guidelines, the specific responsibilities of the Lead Independent Director are as follows:

DIRECTOR INDEPENDENCE

The Board believes that a substantial majority of its members should be independent, non-employee directors. Mr. Clark, our Chair and CEO, is the only non-independent director. The current non-employee directors of the Company are Håkan Agnevall, Nancy E. Cooper, Joseph L. Hooley, Vasumati P. Jakkal, Merit E. Janow, Sean O. Mahoney, Paul M. Meister, Robert K. Ortberg, Colin J. Parris, and Ana G. Pinczuk. The Board has determined that all of its non-employee directors meet the requirements for independence under the New York Stock Exchange (“NYSE”) listing standards. Furthermore, the Board limits membership on the Audit, Compensation and Human Resources, and Nominating and Governance Committees to independent directors.

AUDIT COMMITTEE FINANCIAL EXPERTS

The Board has determined that all of the members of the Audit Committee are financially literate and meet the independence rules required for Audit Committee members by the Securities and Exchange Commission (“SEC”). Ms. Cooper and Messrs. Hooley and Ortberg meet the qualifications of audit committee financial experts, as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

EVALUATION OF BOARD PERFORMANCE

The Board believes that a robust and constructive Board, committee and director performance evaluation process is an essential component of board effectiveness. The Board conducts a comprehensive evaluation process annually, overseen by the Nominating and Governance Committee, of its own performance, as well as the performance of each Committee and each director, as outlined below.

Each year, the Nominating and Governance Committee reviews the evaluation format and process. Each director is then asked to complete an anonymous evaluation of the Board and each Committee on which they serve. Evaluation topics include number and length of meetings, topics covered and materials provided, Committee structure and activities, Board composition and expertise, succession planning, director participation and interaction with management, and promotion of the Company’s values and ethical behavior.

Board and Committee evaluation results are compiled and summarized by the Corporate Secretary’s Office. Directors receive the summary results of these evaluations. Committee evaluation results are discussed by the applicable Committee, and Board evaluation results are discussed by the full Board. Our Board considers the results when making decisions on the structure of our Board and its Committees, agendas and meeting schedules for our Board and its Committees, and changes in the performance or functioning of our Board and identifies opportunities for improvement.

The Board also conducts individual director assessments. The Lead Independent Director conducts individual interviews with each director to obtain his or her assessment of director performance, Board dynamics and the effectiveness of the Board and its Committees, and to provide feedback about that director’s performance. These discussions are designed to help assess the competencies and skills each director is expected to bring to the Board. These evaluations have consistently revealed that the Board and its Committees are operating effectively, while identifying opportunities to improve the way the Board and its Committees operate. As a result of the evaluations, the Board takes concrete steps to optimize Board and Committees effectiveness.

DIRECTOR Commitments Oversight

The Board believes that its members benefit from their service on other public company boards. The Board also believes it is critical that Directors and the Aptiv Board dedicate sufficient time to their service on Aptiv’s Board. To ensure the right balance, directors must notify the Chair of the Board sufficiently in advance of becoming a director of another public company to permit the Nominating and Governance Committee to evaluate the Director’s request before accepting an invitation to serve on another public company board. The Nominating and Governance Committee reviews and determines whether the position would affect the Director’s ability to serve on Aptiv's Board.

DIRECTOR SELECTION AND NOMINATIONS

DIRECTOR SELECTION AND Board Composition

The Nominating and Governance Committee recommends individuals for membership on the Board. The Nominating and Governance Committee considers a candidate’s character and expertise, performance, personal characteristics, diversity and professional responsibilities, and also reviews the composition of the Board relative to the long-term business strategy and the challenges and needs of the Board at that time. The Board is committed to searching for the best available candidates to fill vacancies and fully appreciates the value of diversity, viewed in its broadest sense, including experience, leadership qualities, education, gender, race, and ethnicity, when evaluating prospective candidates. The Nominating and Governance Committee uses the same selection process and criteria for evaluating all nominees.

Ensuring the Board is composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds, and effectively represent the long-term interests of shareholders, is a top priority of the Board and the Nominating and Governance Committee. The Board is strong in its collective knowledge and diversity of experiences in terms of accounting and finance, acquisitions, capital markets, management and leadership, vision and strategy, human capital management, operations and manufacturing, sales and marketing, business judgment, information systems and cybersecurity, software and technology, crisis management, risk assessment, industry knowledge, corporate governance, global policy and trade and global markets, among others.

The Board is designed to operate swiftly and effectively in making key decisions and when facing major challenges. Board meetings are conducted in an environment of trust and confidentiality, open dialogue, mutual respect and constructive commentary.

The Nominating and Governance Committee retains the services of independent executive search firms to help identify director prospects, perform candidate outreach, assist in reference and background checks, and provide other related services. In addition to using search firms, the Nominating and Governance Committee also receives candidate recommendations from members of the Board. The recruiting process typically involves contacting a prospect to gauge his or her interest and availability after which a candidate meets with several members of the Nominating and Governance Committee. References for the candidate are contacted and a background check is completed before a final recommendation is made to the Board to appoint a candidate to the Board.

SHAREHOLDER RECOMMENDATIONS AND NOMINATIONS

Shareholders holding at least 10% of the ordinary shares outstanding and who have the right to vote at general meetings of the Company may propose, and the Nominating and Governance Committee will consider, nominees for election to the Board at the next annual meeting by giving timely written notice to the Corporate Secretary at Aptiv PLC, Spitalstrasse 5, 8200 Schaffhausen, Switzerland. Any such notice must include the name of the nominee, a biographical sketch and resume, contact information and such other background materials as the Nominating and Governance Committee may request. Our Nominating and Governance Committee evaluates nominees recommended by shareholders in the same manner as it evaluates other nominees.

For a shareholder to make a formal nomination for election to our Board at an annual meeting, the shareholder must provide advance notice to the Company, in accordance with the procedures in our Memorandum and Articles of Association. Shareholders holding at least 10% of the ordinary shares outstanding and who have the right to vote at general meetings of the Company may formally propose nominees for election to the Board at the next annual meeting by giving timely written notice to the Corporate Secretary at Aptiv PLC, Spitalstrasse 5, 8200 Schaffhausen, Switzerland, which must be received at our principal executive offices no later than the close of business on March 10, 2027, and no earlier than November 30, 2026. The notice periods may change in accordance with the procedures set out in our Memorandum and Articles of Association. Any such notice must include all information regarding the proposed nominee that is required to be disclosed in a proxy statement or other filings in a contested election pursuant to Regulation 14A under the Exchange Act and a written and signed consent of the proposed nominee to be named in the proxy statement as a nominee and to serve as a director.

SKILLS AND EXPERIENCE OF OUR DIRECTOR NOMINEES

The table below summarizes some of the experience, qualifications, attributes and skills of our director nominees. This high-level summary is not intended to be an exhaustive list of each of our director nominee’s skills or contributions to the Board; we look to directors to be knowledgeable in these areas as it relates to Aptiv. We have identified below the areas in which each director has specific expertise or prominence that he or she brings to the Board. In addition, five of our eleven director nominees are female and/or racially/ethnically diverse. Further information on each director nominee, including some of each of their specific experience, qualifications, attributes or skills is set forth in the biographies in “Election of Directors” above.

SKILLS MATRIX

DIRECTOR RETIREMENT

Our Corporate Governance Guidelines provide that the retirement age for directors is 75, unless waived by the Board. No director who is or would be over 75 at the expiration of his or her current term may be nominated to a new term, unless the Board waives the retirement age for the director. Once granted, such waiver must be reviewed and, if appropriate, renewed annually.

Our Corporate Governance Guidelines also provide that non-employee directors who significantly change their primary employment during their tenure as Board members must offer to tender their resignation to the Nominating and Governance Committee. The Nominating and Governance Committee will evaluate the continued appropriateness of Board membership under the new circumstances and make a recommendation to the Board as to any action to be taken with respect to such offer.

BOARD REFRESHMENT

We believe that Board refreshment is critical as the industries we operate in change and the Company’s business strategy evolves. Håkan Agnevall, a director nominee appointed to the Board in 2025, was identified as a potential candidate to serve on our Board by a third-party search firm. In the last five years, we have added three new independent directors, providing leadership in a variety of areas of importance to Aptiv. At the same time, we believe that we benefit from having seasoned directors on our Board who are well-versed in the Company’s business and help facilitate the transfer of institutional knowledge. We believe the average tenure for our independent directors of approximately seven years reflects the balance the Board seeks between different perspectives brought by long-serving and new directors.

EXECUTIVE SESSIONS

Independent directors meet in executive session each Board meeting, without the CEO or any other employees in attendance. The Lead Independent Director presides over each executive session of the Board. Each Committee meeting also includes an executive session at which Committee members meet without the CEO or any other employees in attendance.

BOARD’S ROLE IN RISK OVERSIGHT

At Aptiv, we always strive to do the right thing, the right way. Our long-term success depends on ensuring that we demonstrate the highest ethical standards in everything we do, everywhere we operate. We believe an effective risk oversight and compliance program is critical to a company’s long-term success and future growth. The Board takes an active role in risk oversight related to the Company, both as a full Board and through its Committees, each of which has primary risk oversight responsibility with respect to all matters within the scope of its duties as described in its charter and as set forth below. While the Company’s management is responsible for day-to-day management of the various risks facing the Company, including those set forth below, the Board is responsible for monitoring management’s actions and decisions.

As part of the Board’s risk oversight, it reviews with the Company its risk management program, including initiatives targeted to address certain identified risks relevant to the business, such as: supply chain resiliency, geopolitical issues, inflation and macroeconomics, talent, and cybersecurity. To aid in its oversight, the Board receives regular updates and reviews from both internal Aptiv and external experts on issues of importance to the Company, and relies on the Committees to provide oversight of risks within their respective charters and to report to the Board on the management of those risks.

Role of the Audit Committee: The Audit Committee reviews our guidelines and policies with respect to risk assessment and management and our major financial and information technology risk exposures, including internal controls, disclosure, litigation, compliance and enterprise cybersecurity, along with the monitoring and mitigation of these exposures. On a regular basis, the Audit Committee reviews the Company’s enterprise risk management program.

Role of the Compensation and Human Resources Committee: The Compensation and Human Resources Committee reviews and discusses with management, management’s assessment of certain risks, including whether there are any risks arising from the Company’s compensation programs, as well as risks related to employee retention and talent development.

Role of the Finance Committee: The Finance Committee reviews and discusses with management financial-related risks facing the Company, including foreign exchange, capital allocation, treasury and liquidity-related risks, major acquisitions, and the Company’s tax planning.

Role of the Innovation and Technology Committee: The Innovation and Technology Committee reviews and validates our technology and product roadmap risks and discusses these risks with management, along with product cyber risks, and risks related to engineering talent retention and development.

Role of the Nominating and Governance Committee: The Nominating and Governance Committee evaluates the overall effectiveness of the Board and its Committees, including the Board’s focus on the most critical issues and risks. As part of its delegated authority to oversee Aptiv’s sustainability program, the Nominating and Governance Committee ensures that Aptiv is implementing the right strategy to assess and address evolving sustainability risks, including climate risks.

BOARD’S ROLE IN SUSTAINABILITY OVERSIGHT

As a global company, we understand how interconnected the world is, and how our commitment to environmental and social responsibility — and our commitment to always do the right thing, the right way — is directly connected to our success.

Sustainability at Aptiv is driven from the top by our Board and CEO and is embedded at every level of Aptiv. The Board has delegated to the Nominating and Governance Committee oversight of management’s handling of Aptiv’s sustainability risks, policies, strategies and programs, as set forth in the Nominating and Governance Committee Charter. In addition, the Nominating and Governance Committee reviews the goals the Company establishes with respect to sustainability matters and its progress against those goals, as well as the Company’s Sustainability Report available on our website at aptiv.com by clicking on the tab “About”, then the heading “Sustainability”. The Nominating and Governance Committee ensures that the other Committees of the Board, as appropriate, receive updates relevant to their continuing oversight on specific sustainability topics that otherwise fall within the charter of those Committees, as shown below.

GOVERNANCE PRINCIPLES

The Board has adopted Corporate Governance Guidelines, which set forth the corporate governance practices for Aptiv. The Corporate Governance Guidelines are available on our website at aptiv.com by clicking on the tab “Investors”, then the heading “Governance” and then the caption “Governance Documents”.

CODE OF CONDUCT

The Company has adopted a Code of Conduct, which applies to all employees and directors, including the principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. The Code of Conduct is available on our website at aptiv.com by clicking on the tab “Investors”, then the heading “Governance” and then the caption “Code of Conduct”.

Copies of our Code of Conduct are also available to any shareholder who submits a request to the Corporate Secretary at Aptiv PLC, Spitalstrasse 5, 8200 Schaffhausen, Switzerland, or by email at corporatesecretary@aptiv.com. We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K by posting on our website any amendments to, or waivers from, a provision of our Code of Conduct that applies to our directors or officers.

INSIDER TRADING POLICY

We have adopted Insider Trading Policies and Procedures governing the purchase, sale and/or other dispositions of our securities by our directors, officers, and employees. We believe that our Insider Trading Policies and Procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of our Insider Trading Policies and Procedures are filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Anyone who wishes to communicate with the Board or any individual member of the Board (or independent directors as a group) may do so by sending an email to corporatesecretary@aptiv.com or a letter addressed to the director or directors in care of the Corporate Secretary at Aptiv PLC, Spitalstrasse 5, 8200 Schaffhausen, Switzerland. All correspondence, other than items such as junk mail and mail that are unrelated to a director’s duties and responsibilities, will be forwarded to the appropriate director or directors.

During 2025, the Board held 10 meetings. All of our directors attended at least 75% of the Board and Committee meetings on which they serve. In addition, all directors are expected to attend the Annual Meeting, and in 2025, all directors attended the Annual Meeting.

Our Board has the following five committees: Audit; Compensation and Human Resources; Finance; Innovation and Technology (ITC); and Nominating and Governance (Nom Gov). Committee charters are available on our website at aptiv.com by clicking on the tab “Investors”, then the heading “Governance” and then the caption “Governance Documents”. Committee membership as of the date of this Proxy Statement is set forth below:

“C” = Chair of Committee

“X” = Member of Committee

Mr. Agnevall joined the Board in December 2025 and was not assigned to any committees in 2025.

BOARD COMPENSATION

Our directors (other than Mr. Clark, who does not receive additional compensation for his Board service) received the following annual compensation for service in 2025, which is paid in cash and time-based restricted stock units (“RSUs”). For 2025, each non-employee director was entitled to receive annual compensation in the amount of $300,000. In addition, the Lead Independent Director was entitled to receive additional annual compensation of $50,000. Also, Chairs of our Board Committees received the following additional annual compensation:

Each director may elect, on an annual basis, to receive 60%, 80% or 100% of his or her compensation in RSUs, with the remainder paid in cash.

An annual grant of RSUs is made on the day of the Annual Meeting, which vests on the day before the next annual meeting. Cash compensation is paid quarterly. Any director who joins the Board, other than in connection with the Annual Meeting, will receive prorated cash compensation and a prorated grant of RSUs, based on the date the director joins the Board. These RSUs vest on the day before the next annual meeting.

The table below shows cash and equity compensation paid to each member of the Board in 2025:

2025 DIRECTOR COMPENSATION

STOCK OWNERSHIP GUIDELINES

The Board believes that each director should hold a meaningful equity position in the Company, and it has established equity holding requirements for our non-employee directors. The holding requirement for each non-employee director is $600,000 in Aptiv shares, which equals five times the maximum cash retainer a director can select. Each new director has up to five years from his or her date of appointment to fulfill this holding requirement. As of the 2025 measurement of ownership, all non-employee directors, except for Mr. Agnevall who joined the Board in December 2025, were at or above the ownership requirement.

A Note from the Chair of the Compensation and Human Resources Committee

Dear Fellow Shareholders,

On behalf of the Compensation and Human Resources Committee (the “Compensation Committee”), thank you for your investment in Aptiv. Our mandate is to ensure Aptiv's executive compensation drives long-term value creation and remain aligned with shareholder interests. Below is a summary of how we fulfilled that responsibility.

Pay Outcomes Aligned with Performance

Aptiv delivered strong financial, operational, and strategic results. The Compensation Committee decisions regarding incentive funding reflected this performance: revenue and operating income exceeded target, amid challenging trade conditions. Based on this performance, the Compensation Committee approved annual incentive award payouts for the Named Executive Officers that ranged from 97% to 108% of target.

Our long-term incentive program similarly ties realized compensation to multi-year results and weighs performance-based equity as the largest component of executive pay. This design ensures that compensation is consistent with shareholder returns as demonstrated in the CEO’s realized pay for 2025, which reflects strong operational performance tempered by the more modest stock price performance over the measurement period.

Aligning Incentives with Strategic Evolution

Aptiv’s transformation into a diversified industrial technology company requires compensation programs that reinforce strategic priorities. The Compensation Committee made targeted design changes to both annual and long-term incentive plans to reflect the business transformation.

Within the Annual Incentive Plan (AIP), we replaced Cash Flow and Growth over Market with Revenue, while retaining Operating Income, and strategic performance measures to simplify and sharpen accountability.

In our Performance-Restricted Stock Unit program, we added Software and Adjacent Markets revenue as a weighted measure, directly tying long-term compensation to the growth objectives that will drive sustainable competitive advantage.

Governance Discipline

The Compensation Committee made no changes that reduce the performance rigor in the plans or increase compensation risk. We maintain robust governance practices including stock ownership guidelines, capped incentive opportunities, regulatory-aligned clawback provisions, and engagement with an independent compensation consultant. Shareholder feedback continues to inform our decisions.

Looking Ahead

The Compensation Committee is confident that the 2025 executive compensation outcomes appropriately reflected performance, maintained disciplined oversight, and aligned with shareholder interests. We encourage shareholders to review the full Compensation Discussion and Analysis when casting their advisory vote on executive compensation.

Sincerely,

OVERVIEW

The Compensation Committee, which is composed entirely of independent directors, sets the Company’s executive compensation philosophy and reviews and approves compensation for executive officers, in consultation with the Compensation Committee’s independent executive compensation consultant.

In this section, we describe and analyze:

2025 YEAR IN REVIEW

Company Financial and Business Performance Highlights. Our 2025 performance reflects our solid execution and cost reduction initiatives, despite the global inflationary environment and evolving geopolitical issues, including global trade impacts from tariffs. Our recent financial and business achievements include the following:

Our strong strategic, operational and financial performance over time is reflected in our results shown below.

* Return on net assets in 2025 includes the impacts of a non-cash, pre-tax goodwill impairment charge of $648 million, an increase to valuation allowances of $294 million on deferred tax assets impacted by the OECD Administrative Guidance issued in the first quarter of 2025 and tax accruals associated with the separation of our EDS business. Excluding these impacts, return on net assets was 22.3% in 2025. Return on net assets in 2023 includes the impacts of the $2.1 billion deferred tax benefit recognized from the Company’s initiation of changes to its corporate entity structure, including intercompany transfers of intellectual property and other related transactions. Excluding the impacts of these transactions, return on net assets was 21.8% in 2023. Amounts reported above include the unfavorable impacts of tariffs, foreign exchange and commodities, and semiconductor inventory. The total impact of these items was 3.7%, 0.3% and 2.6% for the years ended December 31, 2025, 2024 and 2023, respectively.

Metric Definitions. In accordance with SEC Guidance, below are definitions of the financial metrics presented above:

Appendix A contains a reconciliation of each non-GAAP metric presented above to U.S. GAAP financial measures.

OUR NAMED EXECUTIVE OFFICERS

For fiscal year 2025, the NEOs were:

* In connection with the Separation, Mr. Liotine has been named CEO of Versigent.

COMPENSATION GOVERNANCE AND ALIGNMENT WITH SHAREHOLDERS

Aptiv’s executive compensation program is designed to attract, retain and motivate leaders who successfully execute our business strategies and create value for shareholders. Our program seeks to balance achievement of targeted near-term results with building shareholder value through sustained long-term performance. Our focus on pay-for-performance and corporate governance aims to achieve alignment with the interests of our shareholders, as highlighted below:

EXECUTIVE COMPENSATION PHILOSOPHY AND STRATEGY

General Philosophy in Establishing and Making Pay Decisions. Our executive compensation programs reflect our pay-for-performance philosophy and encourage executives to make sound decisions that drive short- and long-term value creation benefiting our customers, shareholders, and other stakeholders. The Compensation Committee utilizes a combination of fixed and variable pay elements in order to achieve the following objectives:

Given the on-going transformation of our Company, we seek talent across a broad range of industries. Our goal for target total direct compensation (base salary, short- and long-term incentives) for our officers, including the NEOs, is to provide market competitive compensation that allows us to attract and retain the best global talent. Compensation for individual roles is based on a review of market data and multiple factors, including each executive’s role and responsibilities, the individual’s performance over time, the experience and critical skills the individual may bring to the role with Aptiv, and talent market dynamics.

2025 Say-on-Pay. At our 2025 Annual Meeting, we received support from approximately 90% of votes cast for our NEOs' compensation. Management and the Compensation Committee closely reviewed our shareholders’ 2025 Say-on-Pay vote and believe it indicates support for the Company’s executive compensation program and pay-for-performance philosophy. Based on this support, as well as the feedback we have heard through our shareholder engagement efforts, the Compensation Committee has maintained the overall pay-for-performance philosophy, compensation objectives and governing principles it has used in recent years when making decisions or adopting policies regarding executive compensation.

2025 Shareholder Engagement. Aptiv is committed to regular, proactive engagement, communication, and transparency with shareholders, which enables the Company to better understand shareholders’ perspectives about Aptiv and the market generally.

Members of management continued to have regular and extensive interaction with our investors throughout the year to discuss our businesses, technologies, end markets, financial results, operational execution and our sustainability efforts at numerous conferences and roadshows, in addition to Company-hosted events and quarterly conference calls. In particular, in 2025, the Company had more than 300 engagements with investors through conference calls, investor conferences, and marketing/non-deal roadshows, as well as hosted an Investor Day for the investment community. We have also shared financial and sustainability information relevant to our shareholders through our Sustainability Report, our Investor Relations website, our Annual Report and this Proxy Statement.

In addition, as part of our formal outreach program, we extended the opportunity to our top 10 shareholders representing approximately 40% of our then-outstanding shares, to meet with our Chief Legal Officer, Chief People Officer and VP Investor Relations in January 2026. In these shareholder meetings, topics discussed included Aptiv’s Sustainability Report and progress across the pillars of the sustainability program, corporate governance matters, including those related to the Board and responsible use of AI, and people-related topics, such as talent development, retention, incentives and other compensation topics. The Board and management appreciated the constructive and positive input received from shareholders on all topics, which has continued to give us valuable insight into our shareholders’ priorities. We have and will continue to incorporate shareholder feedback into our practices.

2025 Peer Group Analysis. We use a group of peer companies to compare NEO compensation to market. The Compensation Committee reviews and approves the composition of our peer group on an annual basis, with input from its independent compensation consultant and management.

Aptiv’s 2025 peer group (referenced for purposes of establishing 2025 target compensation decisions) consisted of the following companies, whose aggregate profile was comparable to Aptiv in terms of size, industry, global reach, operating characteristics and competition for executive talent.

Aptiv's overall compensation philosophy is to position target total compensation within a reasonable range of market, with the ability to differentiate based on individual attributes. While pay positioning of target compensation versus market varies among our NEOs, executive pay packages that are at a premium to market reflect the competitive landscape in the sectors from which we seek industry leaders with the requisite experience to drive our business. Furthermore, the Compensation Committee believes that our highly performance-based incentive programs create strong alignment between compensation and shareholder value and results in appropriate pay outcomes on a realized basis.

2025 COMPENSATION PROGRAM OVERVIEW

Each year, we perform a comprehensive review of our business plan to identify strategic initiatives that should be linked to executive compensation. We also assess the level of risk in our Company-wide compensation programs to ensure that they do not encourage excessive risk-taking that could be reasonably likely to have a material adverse effect on Aptiv.

The following table outlines the primary elements of executive compensation for the NEOs for 2025 and indicates how these elements relate to our key strategic objectives:

2025 ANNUAL COMPENSATION DETERMINATION

Individual base salaries and annual incentive targets for the NEOs are established based on the scope of each NEO’s responsibilities, individual performance, capabilities, market pay data and talent market dynamics.

2025 Base Salaries. Base salary is intended to be commensurate with each NEO’s responsibilities, individual performance and capabilities. Our practice is to make periodic adjustments to base salary, although we review compensation competitiveness annually. During 2025, the Compensation Committee approved a 2.4% base salary increase for Mr. Massaro as a result of the Compensation Committee's annual market assessment.

2025 Annual Incentive Plan Awards. Our Annual Incentive Plan is designed to motivate our NEOs to drive earnings, profitable growth and our strategic priorities, all of which are key indicators of success for the Company.

The Compensation Committee, working with management and its independent compensation consultant, sets the performance metrics and objectives based on Aptiv’s annual business objectives. For 2025, the Compensation Committee approved the following performance metrics for the Annual Incentive Plan:

Design Changes from 2024 Annual Incentive Plan. For 2025, the Compensation Committee approved the following design changes to the Annual Incentive Plan (from the 2024 program):

Financial Performance Objectives (70% Weighting). For 2025, the Compensation Committee approved the two financial performance metrics described in the table above which were collectively weighted at 70%.

Performance Goal Setting. The Revenue and OI goals and the award payout levels related to the achievement of those goals are measured on a performance scale set by the Compensation Committee. Performance below the minimum threshold for a metric would result in no payout for that metric, and performance above the maximum level for a metric would be capped at a maximum total payout of 200% of target with respect to that metric.

The Compensation Committee consistently sets performance targets that are rigorous and aligned with Aptiv’s goal planning process and commitments to operational excellence. Our Annual Incentive Plan target goals, approved by the Compensation Committee, are generally established to reflect our focus on growth over prior year actual outcomes and above market growth in the performance period. Aptiv’s targeted levels of performance continue to reflect rigorous hurdles taking into account the challenging macroeconomic outlook and consistent with our goal of delivering exceptional operational performance. In addition, for our business segment leaders, the Compensation Committee approves segment-specific financial performance targets to further enhance pay and performance alignment for the respective segment leaders.

For 2025, each NEO's award was designed to payout as follows:

The 2025 financial performance goals and results by metric were: