aptv-20241107

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________________________________________________________

FORM 8-K

________________________________________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 7, 2024

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Aptiv PLC

(Exact name of registrant as specified in its charter)

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Jersey	001-35346	98-1029562
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5 Hanover Quay

Grand Canal Dock

Dublin, D02 VY79, Ireland

(Address of Principal Executive Offices, Including Zip Code)

(Registrant’s Telephone Number, Including Area Code) 353-1-259-7013

(Former Name or Former Address, if Changed Since Last Report) N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Ordinary Shares, $0.01 par value per share

APTV

New York Stock Exchange

1.500% Senior Notes due 2025

APTV

New York Stock Exchange

1.600% Senior Notes due 2028

APTV

New York Stock Exchange

4.350% Senior Notes due 2029

APTV

New York Stock Exchange

4.650% Senior Notes due 2029

APTV

New York Stock Exchange

3.250% Senior Notes due 2032

APTV

New York Stock Exchange

5.150% Senior Notes due 2034

APTV

New York Stock Exchange

4.250% Senior Notes due 2036

APTV

New York Stock Exchange

4.400% Senior Notes due 2046

APTV

New York Stock Exchange

5.400% Senior Notes due 2049

APTV

New York Stock Exchange

3.100% Senior Notes due 2051

APTV

New York Stock Exchange

4.150% Senior Notes due 2052

APTV

New York Stock Exchange

5.750% Senior Notes due 2054

APTV

New York Stock Exchange

6.875% Fixed-to-Fixed Reset Rate
Junior Subordinated Notes due 2054

APTV

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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)

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

EXHIBIT INDEX


Exhibit
Number			Description

99.1			Press Release Dated Nove mber 7 , 2024

104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit 99.1

APTIV ANNOUNCES LEADERSHIP APPOINTMENTS

Joseph Massaro Named Vice Chairman, Engineered Components Group

Varun Laroyia Named Executive Vice President and Chief Financial Officer

DUBLIN, Nov. 7, 2024 – Aptiv PLC (NYSE: APTV) a global technology company focused on making the world safer, greener, and more connected, is announcing executive appointments, effective tomorrow, that strengthen leadership in key product lines and bring additional proven talent to Aptiv to enhance performance and value creation.

•Joseph Massaro, most recently Vice Chairman, Business Operations, and Chief Financial Officer of Aptiv, has been named Vice Chairman, Engineered Components Group (“ECG”), which includes the Company’s portfolio of interconnect and cable management solutions. In 2016, Mr. Massaro was appointed Chief Financial Officer of Aptiv and later assumed management responsibilities for Supply Chain Management, Information Systems, and Global Business Services.

•Varun Laroyia is joining the Company as Executive Vice President and Chief Financial Officer, succeeding Mr. Massaro. Mr. Laroyia most recently served in senior finance and operating management roles at LKQ Corporation, a leading global provider of alternative and specialty parts to repair and accessorize automobiles and other vehicles.

“The appointments announced today enable us to capitalize on the strong team within our organization and the benefits of new talent to ensure we are best positioned to advance Aptiv’s market leadership and deliver value creation,” said Kevin Clark, Chairman and Chief Executive Officer.

“Joe has been an important partner to me in driving transformation and execution in a dynamic environment. In his new role, we can more deeply tap into his business acumen and operating expertise to accelerate the growth of our Engineered Components product portfolio. Varun has a proven track record of instilling operating discipline, expanding profit margins and increasing shareholder returns. Combined with his leadership experience across complex global organizations, including those which serve very competitive industries, he is the right person to serve as Aptiv’s next CFO and build on the solid financial foundation we have in place,” continued Mr. Clark.

Over his more than ten years with Aptiv, Mr. Massaro has helped guide the Company through significant change, spearheading growth initiatives and driving operational excellence and resiliency across its global business.

Mr. Massaro said, “I am excited to lead the Engineered Components Group and look forward to working with Varun and the broader executive and ECG teams in my new role. ECG’s broad portfolio of high-growth, high-margin products provide significant opportunity to accelerate growth through both organic and inorganic initiatives that drive further penetration of the transportation, aerospace and defense, telecommunications, and industrial markets.”

Mr. Laroyia is a seasoned finance and operating executive with decades of successful leadership across global companies.

Mr. Laroyia said, “Aptiv’s world-wide reach and technology portfolio of safe, green, and connected full-system solutions uniquely position the company to address its customers’ most challenging needs. I look forward to lending my expertise to further strengthen Aptiv’s competitive position, improve our profitability, and deliver value for our customers and to our shareholders.”

About Joseph Massaro

In November 2024, Joseph R. Massaro was named Vice Chairman, Engineered Components. In this role, Mr. Massaro is responsible for developing and executing growth strategies for ECG’s Connection Systems, HellermannTyton, Winchester Interconnect, and Intercable Automotive Solutions businesses.

In March 2016, Mr. Massaro was appointed Senior Vice President and Chief Financial Officer, overseeing all Finance and Accounting functions, and subsequently assumed responsibility for Supply Chain Management, Information Systems, Global Business Services. In September 2020, he also assumed the role of Senior Vice President, Business Operations, and in 2024, was elevated to Vice Chairman, Business Operations and Chief Financial Officer.

Mr. Massaro joined the Company in 2013 as Vice President, Internal Audit, and was appointed Vice President, Corporate Controller in 2014.

Prior to Aptiv, Mr. Massaro held senior finance and operational leadership roles at Liberty Lane Partners, ThermoFisher Scientific Inc. and Fisher Scientific International Inc. He began his career at PricewaterhouseCoopers where he was a Managing Director in the firm's Transaction Services practice.

Mr. Massaro received a Bachelor’s Degree in Finance and Economics from Bentley University, and a Master of Business Administration and Master’s in Accounting from Northeastern University.

About Varun Laroyia

Before being appointed Executive Vice President and Chief Financial Officer of Aptiv in November 2024, Mr. Laroyia spent seven years with LKQ Corporation. He joined LKQ in 2017 as Executive Vice President and Chief Financial Officer where he dramatically improved working capital efficiency and cash flow, implemented portfolio actions, and drove a value creating capital allocation strategy. He was named Chief Executive Officer of LKQ Europe in 2022, leading the largest distributor of automotive mechanical parts in Europe.

Prior to LKQ, Mr. Laroyia served as Chief Financial Officer of CBRE Group Inc.’s Global Workforce Solutions (“GWS”) business following CBRE’s acquisition of GWS from Johnson Controls Inc., 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 received a Master of Business Administration in Marketing and Strategy from Cardiff Business School, University of Wales, and a Bachelor of Commerce (Honors) in Accounting and Economics from Shri Ram College of Commerce, University of Delhi.

About Aptiv

Aptiv PLC (NYSE: APTV) is a leading global technology company serving transportation, aerospace and defense, telecommunications, and industrial markets. We deliver world-class products, platforms, and full-system solutions that solve our customers’ toughest challenges through the Aptiv, Wind River, HellermannTyton, Intercable Automotive Solutions, and Winchester Interconnect brands. Our industry-leading sensor-to-cloud portfolio supports mission-critical systems globally, enabling a software-defined future that is safe, green, and connected. Visit www.aptiv.com for more information.

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Media Contact:

Lisa Scalzo

[email protected]