Aptiv (APTV) Proxy filing summary

Board of directors and corporate governance

• 10 of 11 director nominees are independent; only the Chair and CEO is non-independent.

• Board leadership includes a Chair and a strong Lead Independent Director with clearly defined roles.

• All directors attended over 75% of meetings in 2025 and are expected at the Annual Meeting.

• Board diversity includes 4 female and 3 racially/ethnically diverse nominees.

• Directors must retire at age 75 unless the Board determines continued service is in the company's interest.

Voting matters and shareholder proposals

• Annual elections for all directors with majority voting standards.

• Annual Say-on-Pay vote and shareholder ratification of the Audit Committee's auditor selection.

• Committees review vote outcomes after each Annual Meeting and may recommend actions based on results.

Executive compensation and say-on-pay

• Annual Say-on-Pay vote is held to allow shareholders to express views on executive compensation.