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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Delphi Technologies PLC | NYSE:DLPH | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 17.02 | 0 | 01:00:00 |
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Jersey
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98-1367514
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of class
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Trading
symbol(s)
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Name of each exchange
on which registered
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Ordinary Shares. $0.01 par value per share
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DLPH
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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Item 10.
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4
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Item 11.
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11
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Item 12.
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41
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Item 13.
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43
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Item 14.
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44
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PART IV
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Item 15.
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45
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Age:
Director since
*
Committees
Governance Committee
Current and Prior Directorships
Bemis Company Inc. (2004 to 2019; Chair 2014 to 2019), Aptiv plc (2015 to 2017), BorgWarner Inc. (2002 to 2013), Zep Inc. (2011 to 2015), Chicago Federal Reserve Bank, Detroit branch (Chair 2007 to 2011)
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Age:
59 years old
Director since:
Committees
Current and Prior Directorships
Spartan Motors Inc., Koch Enterprises, Inc. (2013 to 2019)
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Age:
Director since:
Committees
Current and Prior Directorships
Carlisle Companies Incorporated, Accuride Corporation (2013 to 2016), BorgWarner Inc. (2002 to 2015)
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Age:
Director since:
*
Committees:
Current and Prior Directorships
Howmet Aerospace Inc., Summit Materials, Inc., TopBuild Corp., Aptiv plc (2015 to 2017)
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Age:
Director since:
Committees:
Current and Prior Directorships
Boston Scientific Corporation, CNH Industrial, N.V., EnerSys, Inc.,
Federal Reserve Bank of Chicago (2011 to 2017), Atkore (2010 to 2011), Blount International (2012 to 2016),
Clarcor Inc. (2016 to 2017), Echo Global Logistics (2013 to 2020), Vesuvius plc (2013 to 2016)
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Age:
Director since:
Committees
Current and Prior Directorships
Titan International, Inc., Aptiv plc (2009 to 2017),
Tecumseh Products Company (2013 to 2015) (Chair 2014 to 2015)
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Age:
Director since
Committees
Current and Prior Directorships
Bemis Company (2004 to 2019), Leggett & Platt (Chair 2013 to 2015)
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Age:
Director since:
Committees
Current and Prior Directorships
TRIGO S.A., Webasto AG (2004 to 2008)
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Age:
Director since:
Committees
Current and Prior Directorships
O-I Glass, Musashi Seimitsu Industry Co. Ltd. (Japan),
Sintercom Ltd. (India) (Chair), Tenneco Inc. (2009 to 2015)
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|
Age: 58 years old
Director since:
Committees
Current and Prior Directorships
Group 1 Automotive, Inc., Maxim Integrated, Inc., Micron Technology, Inc.
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* | Inclusive of service on the Board of Directors of Aptiv PLC (formerly known as Delphi Automotive PLC), the Company’s sole stockholder prior to December 5, 2017. |
Item 11.
|
Executive Compensation
|
Compensation Element
|
2019 ($)
|
|
||
Board Retainer
|
265,000
|
|||
Chairman of the Board Fee
|
200,000
|
|||
Audit Committee Chair Fee
|
25,000
|
|||
Compensation and Human Resources Committee Chair Fee
|
20,000
|
|||
All Other Committee Chair Fees
|
15,000
|
Name
(1)
|
Fees Earned or Paid
in Cash ($) |
|
Stock Awards
(2)
($)
|
|
Total
Compensation ($) |
|
||||||
Robin J. Adams
|
112,000
|
150,608
|
262,608
|
|||||||||
Joseph S. Cantie
(3)
|
0
|
259,966
|
259,966
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|||||||||
Nelda J. Connors
|
76,188
|
178,167
|
254,355
|
|||||||||
Gary L. Cowger
|
112,000
|
150,608
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262,608
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|||||||||
David S. Haffner
|
114,000
|
153,296
|
267,296
|
|||||||||
Helmut Leube
|
86,125
|
166,285
|
252,410
|
|||||||||
Timothy M. Manganello
|
186,000
|
250,094
|
436,094
|
|||||||||
Hari N. Nair
(4)
|
222,145
|
142,543
|
364,688
|
|||||||||
MaryAnn Wright
|
112,000
|
150,608
|
262,608
|
(1)
|
Each
non-employee
director held the following RSUs as of December 31, 2019. RSUs are generally granted annually on the day of the Annual Meeting and vest on the first anniversary of the grant.
|
Robin J. Adams
|
6,667
|
|||
Joseph S. Cantie
|
11,508
|
|||
Nelda J. Connors
|
7,887
|
|||
Gary L. Cowger
|
6,667
|
|||
David S. Haffner
|
6,786
|
|||
Helmut Leube
|
7,361
|
|||
Timothy M. Manganello
|
11,071
|
|||
Hari N. Nair
|
6,310
|
|||
MaryAnn Wright
|
6,667
|
(2) |
The grant date fair value associated with the RSUs granted to directors as of the date of grant was determined in accordance with the provisions of the Financial Accounting Standards Board Accounting Standards Codification 718, Compensation–Stock Compensation (“ASC Topic 718”). For assumptions used in determining the fair value of the awards, see Note 22 Share-Based Compensation to the Consolidated Financial Statements in our Annual Report on Form
10-K
for the fiscal year ended December 31, 2019.
|
(3) |
Mr. Cantie elected to receive all of his compensation in the form of RSUs.
|
(4) |
Mr. Nair served as our Interim Chief Executive Officer from October 5, 2018 to January 7, 2019. Mr. Nair received a $118,000 special payment for services rendered following the election of Mr. Dauch as our Chief Executive Officer on January 7, 2019. Mr. Nair’s fees and stock awards were prorated to reflect his days of service as a
non-employee
director, which he resumed immediately following the election of Mr. Dauch.
|
• | Richard F. Dauch, Chief Executive Officer |
• | Hari N. Nair, Interim Chief Executive Officer |
• | Vivid Sehgal, Chief Financial Officer |
• | Michael J.P. Clarke, Senior Vice President and Chief Human Resources Officer |
• | Kevin J. Quinlan, Senior Vice President & General Manager, Electrification & Electronics |
• | James D. Harrington, Senior Vice President, General Counsel, Secretary and Chief Compliance Officer |
• | Support the Company’s overall business strategy and results to drive long-term shareholder value creation; |
• |
Emphasize a
pay-for-performance
culture by linking incentive compensation to defined short- and long-term performance goals;
|
• | Attract, retain and motivate key executives by providing competitive total compensation opportunities; and |
• | Align executive and investor interests by establishing market- and investor-relevant metrics that drive shareholder value creation. |
✓
Emphasize
pay-for-performance
alignment
✓
Majority of total compensation is performance-based
✓
Multiple performance measures, aligned with returns to shareholders
✓
Meaningful stock ownership requirements for executive officers
✓
Maintain a clawback policy
✓
Retain an independent compensation consultant
✓
Prohibit hedging and pledging
✓
Limited perquisites to executive officers
|
1.
Align
2.
Motivate
3.
Position
4.
Enable
|
American Axle & Manufacturing Holdings, Inc.
|
Navistar International Corporation
|
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Autoliv, Inc.
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Oshkosh Corporation
|
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BorgWarner Inc.
|
Pentair PLC
|
|
Colfax Corporation.
|
Rockwell Automation, Inc.
|
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Cooper-Standard Holdings Inc.
|
Sensata Technologies Holding, Inc.
|
|
Dana Incorporated
|
Tenneco Inc.
|
|
Dover Corporation
|
The Timken Company
|
|
Flowserve Corporation
|
TI Fluid Systems plc
|
|
Garrett Motion Inc.
|
Visteon Corporation
|
|
Meritor, Inc.
|
WABCO Holdings Inc.
|
• | Adjusted Net Income/ Adjusted Division Operating Income |
• | Cash Flow Before Financing (CFBF)/Division Simplified Operating Cash Flow (SOCF) |
• | Return on Invested Capital |
• | Relative Total Shareholder Return |
• | Base salary; |
• | Annual incentive award; |
• | Long-term incentive award; and |
• |
Other compensation, such as retirement plans and other benefits that were the same as those provided to similarly situated
non-officer
employees.
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Element
|
Key Features
|
Relationship to Strategic Objectives
|
||
Total Direct Compensation
|
||||
Base Salary
|
•
Commensurate with job responsibilities, experience, and quantitative and qualitative company or individual performance factors
•
Reviewed on a periodic basis for competitiveness and individual performance
|
•
Attract, retain and motivate key executives by providing market-competitive fixed compensation
|
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Annual Incentive Plan Awards
|
•
Committee approves a target incentive pool for each performance period based on selected financial and/or operational metrics
•
Each executive is granted a target award opportunity varying by market competitiveness and level of responsibility
•
Payouts range between 0% and 200% of target determined by achievement of financial goals based on
pre-established
objectives, then adjusted to reflect individual performance achievement
|
•
Pay-for-performance
•
Align executive and shareholder interests
•
Attract, retain and motivate key executives with market-competitive compensation opportunities
|
||
Long-Term Incentive Plan Awards
|
•
Target award granted commensurate with job responsibilities, market competitiveness, experience, and qualitative and quantitative company and individual performance factors
•
Issue full share unit awards, which for executive officers were 67% weighted on company performance metrics, including use of relative total shareholder return (“TSR”), and 33% time-based, which means that the value is determined by the Company’s share price
|
•
Pay-for-performance
•
Aligns executive and shareholder interests by promoting executive stock ownership
•
Attract, retain and motivate key executives with market-competitive compensation opportunities
•
Utilizes multi-year vesting period and metrics aligned to long-term shareholder value creation including stock price performance
|
||
Other Compensation
|
||||
Retirement Programs
|
•
Qualified defined contribution plans in the U.K. and U.S. available to all salaried employees in each region, including executives
•
Non-qualified
defined contribution plan available to eligible U.S. employees, including executives, who exceed statutory limits under our United States qualified defined contribution plan
|
•
Attract, retain and motivate key executives with market-competitive compensation opportunities
|
|
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Name
|
Base
Salary ($) |
|
Annual
Incentive Plan Target Award |
Long-Term
Incentive Plan Target Annual Award ($) |
|
Total ($)
|
|
|||||||||||||
(% Base Salary)
|
|
($)
|
|
|||||||||||||||||
Richard F. Dauch
(1)
Chief Executive Officer |
1,100,000
|
125
|
% |
1,375,000
|
5,500,000
|
7,975,000
|
||||||||||||||
Vivid Sehgal
Chief Financial Officer |
595,200
|
80
|
% |
476,160
|
1,500,000
|
2,571,360
|
||||||||||||||
Michael J.P. Clarke
(1)
Senior Vice President and Chief Human Resources Officer |
506,880
|
60
|
% |
304,128
|
500,000
|
1,311,008
|
||||||||||||||
Kevin J. Quinlan
Senior Vice President & General Manager, Electrification & Electronics
|
403,800
|
60
|
% |
242,280
|
475,000
|
1,121,080
|
||||||||||||||
James D. Harrington
Senior Vice President, General Counsel, Secretary and Chief Compliance Officer |
590,000
|
80
|
% |
472,000
|
1,200,000
|
2,262,000
|
(1)
|
Messrs. Clarke and Sehgal are each U.K. employees and paid in Pounds. Dollar amounts in this report have been converted from Pounds at a rate of 1.28 Dollars to one Pound. The exchange rate used was calculated by averaging the exchange rate for each calendar month in 2019.
|
(1)
|
For detail regarding the calculation of each metric, see “Definition of
Non-GAAP
Performance Measures”.
|
Corporate Metrics
|
Adjusted Net Income
($ in millions) |
|
CFBF
($ in millions) |
|
||||
Target
|
291
|
78
|
||||||
Actual
|
212
|
(69
|
) | |||||
Payout Factor
|
0
|
% |
0
|
% |
Name
|
Annual Incentive Plan Actual
Payment for 2019 ($)
(1)
|
|
Percent of Annualized Target
Incentive (%) |
|
||||
Richard F. Dauch
|
0
|
0
|
% | |||||
Vivid Sehgal
|
0
|
0
|
||||||
Michael J.P. Clarke
|
0
|
0
|
||||||
Kevin J. Quinlan
|
0
|
0
|
||||||
James D. Harrington
|
0
|
0
|
(1)
|
These award amounts are reported in the
“Non-Equity
Incentive Plan Compensation” column of the “2019 Summary Compensation Table”.
|
Metric
(1)
|
Weighting (%)
|
|
||
Average Return on Invested Capital (ROIC)
1
|
50
|
% | ||
Relative Total Shareholder Return (TSR)
|
50
|
% |
(1)
|
For detail regarding the calculation of each metric, see “Definition of
Non-GAAP
Performance Measures”.
|
Name
|
Long-Term
Incentive Plan
Target Annual Award ($) |
|
||
Richard F. Dauch
|
5,500,000
|
|||
Vivid Sehgal
|
1,500,000
|
|||
Michael J.P. Clarke
|
500,000
|
|||
Kevin J. Quinlan
|
475,000
|
|||
James D. Harrington
|
1,200,000
|
Metric
(1)
|
Weighting
(%) |
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual
|
|
||||||||||
Average Return on Net Assets (RONA)
|
50
|
% |
21.2
|
% |
23.7
|
26.1
|
% |
18.1
|
% | |||||||||||
Cumulative Adjusted Net Income (millions)
|
25
|
$ |
2,086
|
$ |
2,331
|
$ |
2,577
|
$ |
2,390
|
|||||||||||
Relative Total Shareholder Return (TSR)
(2)
|
25
|
30
th
Percentile |
50
th
Percentile |
90
th
Percentile |
86
th
and 19
th
Percentile |
(1)
|
For detail regarding the calculation of each metric, see “Definition of
Non-GAAP
Performance Measures”
|
(2)
|
Payout based on weighted average of the relative performance of Aptiv ordinary shares during the one year period which ended December 31, 2017 and of Company ordinary shares during the two year period which ended December 31, 2019.
|
Name
|
Performance-based RSUs
|
|||||||
Target Total Number
of Units Granted (#) |
|
Actual Total Number
of Units Earned (#)
(1)
|
|
|||||
Vivid Sehgal
|
14,826
|
7,135
|
||||||
Michael J.P. Clarke
|
4,390
|
2,127
|
||||||
Kevin J. Quinlan
|
5,560
|
2,693
|
||||||
James D. Harrington
|
22,809
|
10,977
|
(1)
|
Includes accrued dividend equivalents.
|
• |
Adjusted Net Income
|
• |
Adjusted Operating Income
|
• |
Cash Flow Before Financing (CFBF)
|
• |
Simplified Operating Cash Flow (SOCF)
|
• |
Return on Invested Capital
tax-affected
operating income (net income before interest expense, other income (expense) net, income tax expense, equity income (loss) net of tax, and income (loss) from discontinued operations net of tax), divided by average net working capital plus average property, plant and equipment, measured each calendar year.
|
• |
Return on Net Assets
tax-affected
operating income (net income before interest expense), other income (expense) net, income tax expense, equity income (loss) net of tax, income (loss) from discontinued operations net of tax, divided by average continuing operations net working capital plus average continuing operations net property, plant and equipment, measured each calendar year.
|
• |
Total Shareholder Return
Spin-Off,
Aptiv measured total shareholder return by comparing the average closing price per share of Aptiv’s ordinary shares for all available trading days in the fourth quarter of the final year of the performance period to the average closing price per share of Aptiv’s ordinary shares for all available trading days in the fourth quarter of the year prior to the beginning of the performance period, including the reinvestment of dividends, relative to the companies in the Russell 3000 Auto Parts Index. In the case of awards granted by Aptiv and converted and assumed by the Company following the
Spin-Off,
for which the performance period began prior to the
Spin-Off
but concludes following the
Spin-Off,
total shareholder return is measured by using a weighted average of both methodologies. For example in the case of the 2017-2019 Performance- Based RSUs which were settled in February 2020, performance was measured using a weighted average measure of performance,
one-third
of which is based on comparing the average closing price per share of Aptiv’s ordinary shares for all available trading days in the fourth quarter of 2016 to the average closing price of Aptiv’s ordinary shares for all available trading days in the fourth quarter of 2017, and
two-thirds
of which is based on comparing the average closing price per share of the Company’s ordinary shares for all available trading days in the month of December of 2017 to the average closing price per share of the Company’s ordinary shares for all available trading days in the month of December of 2019, in each case including the reinvestment of dividends, and relative to the companies in the Russell 3000 Auto Parts Index for the same period using the same methodology.
|
• | The CEO is required to hold a minimum of six times his base salary in Delphi Technologies shares; |
• | Our other most senior elected officers (generally, our other Section 16 officers, including all of our NEOs other than the CEO) are required to hold a minimum of three times their base salaries in Delphi Technologies shares; and |
• | Our elected Corporate staff officers are required to hold a minimum of one time their base salaries in Delphi Technologies shares. |
• | Working for a competitor or otherwise directly or indirectly engaging in competition with us for 12 months after leaving Delphi Technologies; |
• | Soliciting or hiring employees for 24 months after leaving Delphi Technologies; and |
• | Soliciting customers for 24 months after leaving Delphi Technologies. |
• | Providing analyses and recommendations that inform the Committee’s decisions; |
• | Preparing and evaluating market pay benchmarking data and competitive positioning; |
• | Assisting in the design and development of executive compensation programs; |
• | Providing updates on market compensation trends, the regulatory environment, and governance practices as they relate to executive compensation; |
• | Reviewing various management proposals presented to the Committee related to executive compensation; and |
• |
Working with the Committee to validate and strengthen the
pay-for-performance
relationship and alignment with shareholders.
|
• |
Competitive pay positioning at the 50
th
percentile of the market;
|
• | Mix of fixed versus variable, cash versus equity-based and short- versus long-term compensation with an emphasis on long-term compensation programs comprised of equity-based pay; |
• | Incentive award opportunities, with performance-based awards capped at two times the target amount, that span both annual and overlapping, multiyear time periods and with payout determined based on a range of financial metrics (including total shareholder return); |
• | Application of a clawback policy; and |
• | Stock ownership guidelines and the restrictions on hedging and prohibitions on pledging of company stock. |
(1)
|
Although Mr. Nair acted as part of the Compensation Committee and reviewed and approved this Compensation Discussion and Analysis, Mr. Nair did not serve on the Committee during his tenure as Interim CEO.
|
Name and Principal
Position
(1)
|
Year
|
|
Salary
(2)(3)
|
|
Bonus
(2)
|
|
Stock
Awards
(4)(5)
|
|
Option
Awards
(4)
|
|
Non-Equity
Incentive Plan Compensation
(3)(6)
|
|
All Other
Compensation |
|
Total
(7)
|
|
||||||||||||||||
|
|
|
($)
|
|
($)
|
|
($)
|
|
|
|
($)
|
|
($)
|
|
($)
|
|
||||||||||||||||
Richard F. Dauch
Chief Executive Officer
|
2019
|
1,083,077
|
40,000
|
7,113,821
|
2,988,049
|
—
|
445,801
|
11,670,748
|
||||||||||||||||||||||||
Vivid Sehgal
Chief Financial Officer
|
2019
2018
2017
|
595,200
621,425
134,706
|
—
—
193,500
|
1,940,134
2,789,824
963,058
|
—
|
—
248,570
143,327
|
92,694
95,155
14,161
|
2,628,028
3,754,974
1,448,752
|
||||||||||||||||||||||||
Michael J.P. Clarke
Senior Vice President and
Chief Human Resources Officer |
2019
2018
2017
|
506,880
522,975
470,202
|
—
—
—
|
646,702
998,447
343,949
|
—
|
—
157,066
318,195
|
200,912
153,899
57,720
|
1,354,494
1,832,386
1,190,066
|
||||||||||||||||||||||||
Kevin J. Quinlan
Senior Vice President and General Manager, Electrification & Electronics
|
2019
|
403,800
|
—
|
614,380
|
—
|
—
|
553,995
|
1,572,175
|
||||||||||||||||||||||||
James D. Harrington
Senior Vice President, General Counsel, Secretary and Chief Compliance Officer
|
2019
2018
2017
|
590,000
582,500
143,750
|
—
307,406
275,000
|
1,552,124
2,088,153
1,113,546
|
—
|
—
233,000
152,950
|
581,160
197,112
25,134
|
2,723,284
3,408,172
1,710,380
|
||||||||||||||||||||||||
Hari N. Nair
Interim Chief Executive Officer
|
2019
2018
|
33,808
598,179
|
—
—
|
26,855
498,145
|
—
|
—
—
|
2,804
39,952
|
63,467
1,136,276
|
(1)
|
Messrs. Clarke and Sehgal are UK employees (paid in Pounds). Each of their respective salary, bonus and other compensation items were paid in Pounds. U.S. Dollar amounts in this report have been converted from Pounds at a rate of 1.28 Dollars to one Pound. The exchange rate used was calculated by averaging exchange rates for each calendar month in 2019.
|
(2)
|
2019 amounts do not include amounts that became payable to Mr. Sehgal in 2020 under the Retention Agreement. 2017 amounts reflect partial year of service for Messrs. Harrington and Sehgal. Messrs. Harrington and Sehgal each received hiring bonuses under their respective offer letters when they joined the Company in 2017. In addition, in accordance with the terms of his offer letter, Mr. Harrington became entitled to a bonus in March 2018 equal to the target bonus forfeited, prorated to the date of termination of his prior employment.
|
(3)
|
Base salary and annual incentive awards are eligible for deferral under the SRESP. During 2019, Messrs. Dauch, Quinlan, Harrington and Nair participated in the SRESP. During 2018, Messrs. Harrington and Nair participated in the SRESP. Mr. Harrington also participated in the SRESP during 2018. Total base salaries and annual incentive awards, including the deferred portions, are presented in this 2019 Summary Compensation Table. Company contributions to the SRESP for 2019 are displayed in the “All Other Compensation” column, see Note 7.
|
(4)
|
For assumptions used in determining the fair value of these awards, see Note 22, Share-Based Compensation to the Consolidated Financial Statements in our Annual Report on Form
10-K
for the fiscal year ended December 31, 2019. The award values reflected in the “Stock Awards” and “Option Awards” columns are the grant date fair values of the NEOs’ respective long-term incentive awards and non-qualified stock option award, respectively, determined in accordance with FASB ASC Topic 718.
|
(5)
|
The 2019 grant date for accounting purposes for the annual awards given to NEOs other than Mr. Nair under the LTIP was set at February 28, 2019, as approved by the Board of Directors and Compensation Committee. These award values include the value of performance-based RSUs based on target performance. Assuming maximum performance achievement and based on grant date share price, for the NEOs’ performance-based RSUs granted in 2019, the values in the “Stock Awards” column would be $15,260,861, $3,347,147, $1,115,696, $1,059,928, and $2,677,733, for Messrs. Dauch, Sehgal, Clarke, Quinlan and Harrington, respectively. The amount shown for Mr. Nair is the grant date fair value of the ordinary shares of stock issued to him pursuant to his Employment Agreement using a grant date of January 5, 2019, in each case as determined in accordance with FASB ASC Topic 718.
|
(6)
|
The
“Non-Equity
Incentive Plan Compensation” column reflects payments made under our Annual Incentive Plan. Mr. Nair did not participate in the Annual Incentive Plan.
|
(7)
|
Amounts reported in the “All Other Compensation” column for 2019
|
Name
|
Company
Contributions
(a)
|
|
Life Insurance
(b)
|
|
Relocation
Costs |
|
Tax Equalization
and
Gross-Up
Payments
(c)
|
|
Other
(d)
|
|
Total
|
|
||||||||||||
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
||||||||||||
Richard F. Dauch
|
78,625
|
2,495
|
130,623
|
234,058
|
—
|
445,801
|
||||||||||||||||||
Vivid Sehgal
|
71,424
|
2,070
|
—
|
—
|
19,200
|
92,694
|
||||||||||||||||||
Michael J.P. Clarke
|
45,619
|
2,070
|
27,125
|
106,898
|
19,200
|
200,912
|
||||||||||||||||||
Kevin J. Quinlan
|
31,856
|
1,410
|
133,578
|
348,396
|
38,755
|
553,995
|
||||||||||||||||||
James D. Harrington
|
61,725
|
1,338
|
1,500
|
497,502
|
19,095
|
581,160
|
||||||||||||||||||
Hari N. Nair
|
2,389
|
415
|
—
|
—
|
—
|
2,804
|
(a)
|
For Messrs. Dauch, Quinlan, Harrington, and Nair, this column reflects Company contributions to both the qualified SRSP and
non-qualified
SRESP. For all SRSP participants, the Company provides a contribution of 4% of base salary and annual incentive award payment. The Company also provides a matching contribution equal to 50% of the participant’s contributions to the program up to 7% of the participant’s base salary and annual incentive award over the qualified plan limit, which constitutes a maximum contribution of 3.5% of each participant’s base salary. For Messrs. Clarke and Sehgal, this column reflects contributions to the Company’s defined contribution plan for eligible employees in the U.K., which is a matching contribution based on the level of employee contributions, up to a maximum of 12% of base salary assuming an employee contribution of at least 4%.
|
(b)
|
This column reflects the aggregate incremental cost for each NEO for premium payments made regarding his life insurance policy.
|
(c)
|
This column reflects tax
gross-ups
as reimbursement for additional taxes or expenses incurred due to expatriate status and relocation, consistent with the Company’s expatriate policy and relocation provisions, applicable to all salaried employees.
|
(d)
|
This amount principally represents Company-provided automobile and related expenses.
|
Name
|
Grant
Date |
|
Estimated Possible Payouts Under
Non-Equity
Incentive Plan Awards
(1)
|
Estimated Possible Payouts Under
Equity Incentive Plan Awards
(2)
|
All other
Option Awards: Number of Securities Underlying Options |
|
Exercise
or Base price of Option Awards |
|
All
Other Stock Awards: Number of Shares of Stock or Units |
|
Grant
Date Fair Value of Stock and Option Awards |
|
||||||||||||||||||||||||||||||||
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
($/sh)
|
|
(#)
(3)
|
|
($)
(4)
|
|
||||||||||||||||||||||
Richard F. Dauch
|
|
687,500
|
1,375,000
|
2,750,000
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
01/07/19
|
|
|
|
|
|
|
1,006,077
|
$ |
15.06
|
|
2,988,049
|
||||||||||||||||||||||||||||||||
|
02/28/19
|
|
|
|
|
|
|
|
|
89,630
|
1,954,830
|
|||||||||||||||||||||||||||||||||
|
02/28/19
|
|
|
|
90,988
|
181,975
|
363,950
|
|
|
|
5,158,991
|
|||||||||||||||||||||||||||||||||
Vivid Sehgal
|
|
238,080
|
476,160
|
952,320
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
02/28/19
|
|
|
|
|
|
|
|
|
24,444
|
533,124
|
|||||||||||||||||||||||||||||||||
|
02/28/19
|
|
|
|
24,815
|
49,630
|
99,260
|
|
|
|
1,407,010
|
|||||||||||||||||||||||||||||||||
Michael J.P. Clarke
|
|
152,064
|
304,128
|
608,256
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
02/28/19
|
|
|
|
|
|
|
|
|
8,148
|
177,708
|
|||||||||||||||||||||||||||||||||
|
02/28/19
|
|
|
|
8,272
|
16,543
|
33,086
|
|
|
|
468,994
|
|||||||||||||||||||||||||||||||||
Kevin J. Quinlan
|
|
121,140
|
242,280
|
484,560
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
02/28/19
|
|
|
|
|
|
|
|
|
7,741
|
168,831
|
|||||||||||||||||||||||||||||||||
|
02/28/19
|
|
|
|
7,858
|
15,716
|
31,432
|
|
|
|
445,549
|
|||||||||||||||||||||||||||||||||
James D. Harrington
|
|
236,000
|
472,000
|
944,000
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
02/28/19
|
|
|
|
|
|
|
|
|
19,556
|
426,516
|
|||||||||||||||||||||||||||||||||
|
02/28/19
|
|
|
|
19,852
|
39,704
|
79,408
|
|
|
|
1,125,608
|
(1)
|
These columns show the threshold, target and maximum awards payable to our NEOs under our Annual Incentive Plan. The final award is determined by both Corporate and Division performance, as well as individual performance, as determined by the Compensation Committee.
|
(2)
|
These columns show the threshold, target and maximum number of RSUs, possible under the performance-based RSUs granted in 2019 pursuant to our Long-Term Incentive Plan. The actual payouts will be based on two performance metrics (Average Return on Invested Capital and Relative TSR) during the performance period from January 1, 2019 through December 31, 2021.
|
(3)
|
This column shows the number of time-based RSUs granted to our NEOs in 2019 pursuant to our Long-Term Incentive Plan excluding dividend equivalents. These time-based RSUs vest ratably over three years on the first, second and third anniversary dates of the date of grant.
|
(4)
|
This column reflects the grant date fair value of each award determined in accordance with FASB ASC Topic 718, including, for performance-based awards, the target outcome of the performance conditions, excluding the effect of estimated forfeitures and dividend equivalents. Except for the performance-based RSUs based on relative TSR (generally 50% of the performance-based RSUs), the grant date value for the equity awards was determined based on the grant date closing price of our stock as quoted on the New York Stock Exchange. The grant date closing price for awards made in February 2019 was $21.81. The grant date fair value for the relative TSR performance-based RSUs granted in February 2019 was determined using a Monte Carlo simulation and was based on a price of $34.89.
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||||||||||
Name
|
Number of
Securities Underlying Unexercised Options Exercisable (#) |
|
Number of
Securities Underlying Unexercised Options Unexercisable |
|
Option
Exercise Price ($) |
|
Option
Expiration Date |
|
Restricted
Stock Unit Grant Date or Performance Period
(1)
|
Number of
Shares or Units of Stock That Have Not Vested
(2)
|
|
Market Value of
Shares or Units of Stock That Have Not Vested |
|
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(3)(4)
|
|
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
|
|||||||||||||||||
Richard F. Dauch
|
—
|
1,006,077
|
$ |
15.06
|
01/07/2029
|
02/28/2019
|
89,630
|
1,149,953
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
01/01/2019-
12/31/2021 |
|
|
363,950
|
4,669,479
|
|||||||||||||||||||||||||
Vivid Sehgal
|
|
|
|
|
10/16/2017
|
1,686
|
21,631
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
02/28/2018
|
5,070
|
65,048
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
02/28/2018
(5)
|
4,395
|
56,388
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
02/28/2019
|
24,444
|
313,617
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
01/01/2018-
12/31/2020 |
|
|
45,616
|
585,253
|
|||||||||||||||||||||||||
|
|
|
|
|
01/01/2018-
12/31/2020
(5)
|
|
|
39,533
|
507,208
|
|||||||||||||||||||||||||
|
|
|
|
|
01/01/2019-
12/31/2021 |
|
|
99,260
|
1,273,506
|
|||||||||||||||||||||||||
Michael J.P. Clarke
|
|
|
|
|
02/28/2017
|
1,511
|
19,386
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
02/28/2018
|
1,691
|
21,696
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
02/28/2018
(5)
|
1,691
|
21,696
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
02/28/2019
|
8,148
|
104,539
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
01/01/2018-
12/31/2020 |
|
|
15,206
|
195,093
|
|||||||||||||||||||||||||
|
|
|
|
|
01/01/2018-
12/31/2020
(5)
|
|
|
15,206
|
195,093
|
|||||||||||||||||||||||||
|
|
|
|
|
01/01/2019-
12/31/2021 |
|
|
33,086
|
424,493
|
|||||||||||||||||||||||||
Kevin J. Quinlan
|
|
|
|
|
02/28/2017
|
1,910
|
24,505
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
02/28/2018
|
2,906
|
37,284
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
02/28/2018
(5)
|
1,015
|
13,022
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
02/28/2019
|
7,741
|
99,317
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
01/01/2018-
12/31/2020 |
|
|
8,718
|
111,852
|
|||||||||||||||||||||||||
|
|
|
|
|
01/01/2018-
12/31/2020
(6)
|
|
|
9,123
|
117,048
|
|||||||||||||||||||||||||
|
|
|
|
|
01/01/2019-
12/31/2021 |
|
|
31,432
|
403,273
|
|||||||||||||||||||||||||
James D. Harrington
|
|
|
|
|
|
|
|
|
|
|
|
|
02/28/2018
|
4,057
|
52,049
|
|
|
|||||||||||||||||
|
|
|
|
|
02/28/2018
(5)
|
3,042
|
39,024
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
02/28/2019
|
|
250,903
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
01/01/2018-
12/31/2020 |
|
|
36,493
|
468,204
|
|||||||||||||||||||||||||
|
|
|
|
|
01/01/2018-
12/31/2020
(5)
|
|
|
27,370
|
351,153
|
|||||||||||||||||||||||||
|
|
|
|
|
01/01/2019-
12/31/2021 |
|
|
79,408
|
1,018,805
|
(1)
|
To better understand the information in this table we included the time-based RSU award grant dates and the performance periods of our performance-based RSU awards. All shares include dividend equivalents.
|
(2)
|
This column shows the unvested time-based RSU awards as of December 31, 2019:
|
• |
Units granted on 2/28/2017, and 10/16/2017 vest on 2/28/2020;
|
• |
Units granted on 2/28/2018 vest ratably on 2/28/2020 and 2/28/2021;
|
• |
Units granted on 2/28/2019 vest ratably on 2/28/2020, 2/28/2021 and 2/28/2022.
|
(3)
|
This column shows the maximum number of RSUs, possible under the performance-based RSUs granted pursuant to our Long-Term Incentive Plan.
|
(4)
|
Of the awards reflected in this column, the 2018-2020 performance-based RSUs will be settled in early 2021 after the results for the three-year performance period are determined and the 2019-2021 performance-based RSUs will be settled in early 2022 after the results for the three-year performance period are determined. The Founders Grant performance-based RSUs granted to the NEOs in February 2018 will be settled in early 2021 after the results for the three-year performance period beginning on January 1, 2018 are determined.
|
(5)
|
Represents the Founders Grant awards.
|
Name
|
Stock Awards
(1)
|
|||||||
Number of Shares
Acquired on Vesting |
|
Value Realized
on Vesting |
|
|||||
|
(#)
|
|
($)
|
|
||||
Richard F. Dauch
|
—
|
—
|
||||||
Vivid Sehgal
|
6,416
|
139,933
|
||||||
Michael J.P. Clarke
|
8,232
|
179,540
|
||||||
Kevin J. Quinlan
|
3,546
|
77,338
|
||||||
James D. Harrington
|
10,585
|
230,859
|
(1)
|
For NEOs other than Mr. Dauch, the shares and values listed in these columns include performance-based RSUs for the 2017 through 2019 performance period, which were settled on February 28, 2020. For more information on the number of shares issued see “Compensation Discussion & Analysis – 2017-2019 Performance-Based RSUs”.
|
• | All SRESP-eligible employees receive a Company contribution of 4% of their base salary and annual incentive award. This contribution occurs even if the individual does not elect to make deferrals into the SRESP; and |
• | Eligible employees who made deferral contributions under the SRESP received an additional Company matching contribution of 50% on the individual’s voluntary deferrals up to 7% of the base salary and annual incentive award over the qualified plan limit, which constitutes a maximum contribution by the Company of 3.5% of each eligible employee’s base salary. |
Name
|
Executive
Contributions in Last FY
(
1)
|
|
Registrant
Contributions in Last FY
(2)
|
|
Aggregate
Earnings in Last FY
(3)
|
|
Aggregate
Withdrawals/ Distributions
(4)
|
|
Aggregate
Balance at Last FYE |
|
||||||||||
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
||||||||||
Richard F. Dauch
|
56,233
|
60,250
|
6,452
|
—
|
122,936
|
|||||||||||||||
Kevin J. Quinlan
|
33,570
|
16,785
|
24,771
|
4,835
|
147,512
|
|||||||||||||||
James D. Harrington
|
38,010
|
40,725
|
14,953
|
—
|
157,475
|
|||||||||||||||
Hari N. Nair
|
—
|
—
|
114
|
35,090
|
—
|
(1)
|
Total salary and annual incentive award, including these deferred amounts, is reported in the “2019 Summary Compensation Table”.
|
(2)
|
Contributions to each SRESP account, along with contributions to a qualified SRSP account, are disclosed in the “All Other Compensation” column in the “2019 Summary Compensation Table”.
|
(3)
|
Aggregate earnings represent change (including losses) in market value less any fee paid by the NEO, but none of these amounts are disclosed in the “2019 Summary Compensation Table”.
|
(4)
|
The withdrawals were made in accordance with the deferral election process described in this section.
|
• | “Qualifying Separation” means a separation of employment, including following a Change in Control, but in any event not by the Company for Cause and not as a result of a voluntary termination by the executive. |
• |
“Change in Control” means a change in ownership or control of the Company resulting in (i) any person or group other than the Company or an employee benefit plan acquiring securities of the Company possessing more than 50% of the total combined voting power of the Company’s equity securities outstanding after such acquisition; (ii) the majority of the board as of the date of the
Spin-Off
is replaced by persons whose election was not approved by a majority of the incumbent board; or (iii) the sale of all or substantially all of the assets of the Company, in one or a series of related transactions, to any person or group other than the Company.
|
• | “Cause” means with respect to any executive (i) the indictment for a felony or for any other crime that has or could be reasonably expected to have an adverse impact on performance of duties to the Company or on the business or reputation of the Company; (ii) being the subject of any order regarding a fraudulent violation of securities laws; (iii) conduct in connection with employment or service that is not taken in good faith and has resulted or could reasonably be expected to result in material injury to the business or reputation of the Company; (iv) willful violation of the Company’s Code of Ethical Business Conduct or other material policies; (v) willful neglect in the performance of duties, or willful or repeated failure or refusal to perform these duties; or (vi) material breach of any applicable employment agreement. |
• | “Good Reason” means with respect to any executive (i) a material diminution in base salary; (ii) a material diminution in authority, duties or responsibilities from those in effect immediately prior to the Change in Control; (iii) relocation of the executive’s principal place of employment more than 50 miles from the location immediately prior to the Change in Control; or (iv) any other action or inaction that is a material breach by the Company of any agreement under which the executive provides services to us. |
• | Time-based RSUs will vest in full; and |
• | After a determination by the Compensation Committee of the Company’s performance at the time of the Change in Control, the number of performance-based RSUs that will vest will be equal to the greater of (a) the performance-based RSUs earned through the change in control date, or (b) 100% of the performance-based RSUs granted. |
Name
(1)
|
Element
|
Voluntary
Resignation / Retirement (if eligible)
(5)
($) |
|
Involuntary
(not for Cause) ($) |
|
Change in
Control and
Termination
($) |
|
Death/
Disability ($) |
|
|||||||||
Richard F. Dauch
|
Cash Severance
(2)
|
—
|
1,681,200
|
7,487,399
|
—
|
|||||||||||||
|
Annual Incentive Plan
(3)
|
—
|
|
1,375,000
|
—
|
|||||||||||||
|
Long-Term Incentives:
|
|
|
|
—
|
|||||||||||||
|
Time-based Restricted Stock Units
(4)
|
—
|
|
1,149,953
|
—
|
|||||||||||||
|
Performance-based Restricted Stock Units
(4)
|
—
|
|
2,334,739
|
—
|
|||||||||||||
|
|
|
|
|
—
|
|||||||||||||
|
Total
|
—
|
1,681,200
|
12,347,091
|
—
|
|||||||||||||
Vivid Sehgal
|
Cash Severance
(2)
|
—
|
2,392,800
|
3,642,720
|
—
|
|||||||||||||
|
Annual Incentive Plan
(3)
|
—
|
—
|
476,160
|
—
|
|||||||||||||
|
Long-Term Incentives:
|
|
|
|
|
|||||||||||||
|
Time-based Restricted Stock Units
(4)
|
—
|
63,211
|
456,673
|
63,211
|
|||||||||||||
|
Performance-based Restricted Stock Units
(4)
|
—
|
474,469
|
740,992
|
474,469
|
|||||||||||||
|
Total
|
|
2,930,480
|
5,316,546
|
537,680
|
|||||||||||||
Michael J.P. Clarke
|
Cash Severance
(2)
|
—
|
760,320
|
1,622,016
|
—
|
|||||||||||||
|
Annual Incentive Plan
(3)
|
—
|
—
|
304,128
|
—
|
|||||||||||||
|
Long-Term Incentives:
|
|
|
|
|
|||||||||||||
|
Time-based Restricted Stock Units
(4)
|
—
|
34,228
|
167,304
|
34,228
|
|||||||||||||
|
Performance-based Restricted Stock Units
(4)
|
—
|
174,038
|
253,132
|
174,038
|
|||||||||||||
|
Total
|
—
|
968,587
|
2,346,581
|
208,267
|
|||||||||||||
Kevin J. Quinlan
|
Cash Severance
(2)
|
—
|
636,900
|
1,010,719
|
—
|
|||||||||||||
|
Annual Incentive Plan
(3)
|
—
|
—
|
242,280
|
—
|
|||||||||||||
|
Long-Term Incentives:
|
|
|
|
|
|||||||||||||
|
Time-based Restricted Stock Units
(4)
|
—
|
41,389
|
174,139
|
41,389
|
|||||||||||||
|
Performance-based Restricted Stock Units
(4)
|
139,355
|
139,355
|
389,584
|
139,355
|
|||||||||||||
|
Total
|
139,355
|
817,644
|
1,816,722
|
180,744
|
|||||||||||||
James D. Harrington
|
Cash Severance
(2)
|
—
|
916,200
|
2,165,599
|
—
|
|||||||||||||
|
Annual Incentive Plan
(3)
|
—
|
—
|
472,000
|
—
|
|||||||||||||
|
Long-Term Incentives:
|
|
|
|
|
|||||||||||||
|
Time-based Restricted Stock Units
(4)
|
—
|
37,947
|
341,977
|
37,947
|
|||||||||||||
|
Performance-based Restricted Stock Units
(4)
|
—
|
466,754
|
1,218,704
|
466,754
|
|||||||||||||
|
Total
|
—
|
1,420,901
|
4,198,280
|
504,701
|
|||||||||||||
(1)
|
Messrs. Clarke and Sehgal are UK employees (paid in Pounds). Dollar amounts in this report have been converted from Pounds at a rate of 1.28 Dollars to one Pound. The exchange rates used were calculated by averaging the applicable exchange rate for each calendar month in 2019.
|
(2)
|
In the case of a qualifying termination, NEO’s are eligible to receive severance payments equal to 18 months of base salary in the case of two or more years of continuous service and 12 months of base salary for continuous service of less than 2 years.
|
(3)
|
In all scenarios except a voluntary termination or an involuntary termination for cause, the NEO would receive a prorated annual incentive award. If the NEO voluntarily terminates employment, he must have worked on the last business day of the year in order to receive his annual incentive award; if not, the award is forfeited in its entirety. For each NEO, annual incentive award payments are subject to performance assessment and will be paid after the conclusion of the performance period. Under a change in control, the payment of the annual incentive award would be at the greater of target or actual; target is reflected above.
|
(4)
|
In the event of a qualifying termination within two years after a change in control the NEOs’ awards will vest as described under “Long-Term Incentive Plan”. Also as described under “Long-Term Incentive Plan”, if at the time of a change in control the NEOs do not receive replacement awards, their awards will vest upon the change in control regardless of whether their employment is terminated. The performance-based RSUs included represent a 100% payout of each award.
|
(5)
|
As of December 31, 2019, none of our NEO’s were eligible to retire.
|
• | Total CEO compensation was determined using the amount shown in the “Total” column in the Summary Compensation Table included in this report. Please note that Mr. Dauch’s salary (only) was annualized for the CEO Pay Ratio calculation. |
• |
We determined that, as of October 31, 2019, our employee population consisted of approximately 19,000
S-K
if the employee was a NEO for 2019.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Name
|
Ordinary
Shares (#) |
|
Percent of
Class (%) |
|
||||
Directors (excludes executive officer directors)
|
|
|
|
|
|
|
||
Timothy M. Manganello
(2)
|
56,002
|
(1)
|
*
|
|||||
Robin J. Adams
|
20,377
|
*
|
||||||
Joseph S. Cantie
|
37,406
|
*
|
||||||
Nelda J. Connors
|
14,347
|
*
|
||||||
Gary L. Cowger
|
25,298
|
*
|
||||||
David S. Haffner
|
13,544
|
*
|
||||||
Helmut Leube
|
17,353
|
*
|
||||||
Hari N. Nair
|
28,203
|
*
|
||||||
MaryAnn Wright
|
13,374
|
*
|
||||||
Named Executive Officers
|
|
|
|
|
|
|
||
Richard F. Dauch
|
218,369
|
(2)
|
*
|
|||||
Vivid Sehgal
|
14,120
|
*
|
||||||
James D. Harrington
|
17,381
|
*
|
||||||
Michael J.P. Clarke
|
13,733
|
*
|
||||||
Kevin Quinlan
|
7,028
|
*
|
||||||
All directors and executive officers as a group (14 individuals)
|
|
501,899
|
|
|
*
|
|
* |
Less than 1%.
|
(1)
|
Includes 5,333 ordinary shares owned by the Timothy M. Manganello Living Trust.
|
(2)
|
Includes 201,215 ordinary shares that may be acquired upon exercise of currently exercisable stock options.
|
Name and Address of Beneficial Owner
|
Number of Shares
Beneficially Owned |
|
Percent of Class
|
|
||||
Investec Asset Entities
(1)
Woolgate Exchange 25 Basinghall Street London EC2V 5HA United Kingdom |
11,394,229
|
13.2
|
% | |||||
Invesco Ltd.
(2)
1555 Peachtree Street NE, Suite 1800 Atlanta, GA 30309 |
9,728,856
|
11.3
|
% | |||||
The Vanguard Group
(3)
100 Vanguard Blvd. Malvern, PA 19355 |
7,889,640
|
9.1
|
% | |||||
BlackRock, Inc.
(4)
55 East 52
nd
Street
New York, NY 10055 |
5,688,550
|
6.6
|
% |
(1)
|
Represents Company shares beneficially owned by Investec Asset Management Limited and Investec Management (PTY) Limited and/or certain other
non-reporting
entities. Investec Asset Management Limited and Investec Asset Management (PTY) Limited, in its capacity as discretionary investment adviser to its various clients, may be deemed to be the beneficial owner of 11,394,229 shares owned by such clients or for such clients’ benefit, Investec Asset Management Limited and Investec Asset Management (PTY) Limited, in its capacity as discretionary investment adviser, have the shared power to dispose, direct the disposition of, and vote the shares. No shares are held by Investec Asset Management Limited and Investec Asset Management (PTY) Limited for its own account. This information is based on a Schedule 13G filed with the SEC on November 18, 2019.
|
(2)
|
Represents Company shares beneficially owned by Invesco Ltd. and/or certain other
non-reporting
entities, of which Invesco Ltd. has sole voting and dispositive power. This information is based on a Schedule 13G/A filed with the SEC on April 9, 2020.
|
(3)
|
Represents Company shares beneficially owned by The Vanguard Group and/or certain other
non-reporting
entities, of which The Vanguard Group has sole power to vote or direct to vote 28,757 Company shares, shared power to vote or direct to vote 14,466 Company shares, sole power to dispose of or to direct the disposition of 7,858,126 Company shares and shared power to dispose or to direct the disposition of 31,514 Company shares. This information is based on a Schedule 13G/A filed with the SEC on February 12, 2020.
|
(4)
|
Represents Company shares beneficially owned by BlackRock, Inc. and/or certain other
non-reporting
entities, of which BlackRock, Inc. has sole power to vote or direct to vote 5,611,399 Company shares and sole power to dispose or direct the disposition of 5,688,550 Company shares. This information is based on a Schedule 13G/A filed with the SEC on February 5, 2020.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services.
|
($ in thousands)
|
2019
|
|
2018
|
|
||||
Audit fees
(1)
|
$ |
5,100
|
$ |
5,100
|
||||
Audit-related fees
(2)
|
700
|
300
|
||||||
Total audit and audit related fees
|
5,800
|
5,400
|
||||||
Tax fees
(3)
|
1,300
|
1,300
|
||||||
All other fees
(4)
|
—
|
—
|
||||||
Total fees
|
$
|
7,100
|
|
$
|
6,700
|
|
(1)
|
Audit Fees —
|
(2)
|
Audit-Related Fees —
|
(3)
|
Tax Fees —
tax-related
compliance.
|
(4)
|
All Other Fees —
|
(a) | Documents filed as part of this Report |
(1) | Financial Statements: |
(2) | Financial Statement Schedules |
(3) | Exhibits |
(b) | Exhibits |
Exhibit
Number |
|
Description
|
||
2.1
|
||||
2.2
|
||||
3.1
|
||||
4.1
|
||||
4.2
|
||||
**4.3
|
||||
10.1
|
||||
10.2
|
||||
+10.3
|
||||
+10.4
|
||||
+10.5
|
||||
+10.6
|
+10.7
|
||||
+10.8
|
||||
+10.9
|
||||
+10.10
|
||||
+10.11
|
||||
+10.12
|
||||
+10.13
|
||||
+10.14
|
||||
+10.15
|
||||
10.16
|
||||
10.17
|
||||
10.18
|
||||
10.19
|
||||
+10.20
|
||||
+10.21
|
||||
+10.22
|
||||
+10.23
|
||||
+10.24
|
||||
+10.25
|
||||
+10.26
|
+10.27
|
||||
+10.28
|
||||
+10.29
|
||||
+10.30
|
||||
**21.1
|
||||
**23.1
|
||||
*31.1
|
||||
*31.2
|
||||
**32.1
|
||||
**32.2
|
||||
**101.INS
|
Inline XBRL Instance Document—the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
|
|||
**101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
|||
**101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|||
**101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|||
**101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|||
**101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|||
**104
|
Cover Page Interactive Data File—the cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
|
* | Filed herewith. |
** |
Previously filed with our Annual Report on Form
10-K
on February 13, 2020.
|
+ | Management contract or compensatory plan or arrangement. |
DELPHI TECHNOLOGIES PLC
|
||
/s/ James D. Harrington
|
||
By: James D. Harrington
|
||
Senior Vice President, General Counsel,
Secretary and Chief Compliance Officer
|
1 Year Delphi Technologies Chart |
1 Month Delphi Technologies Chart |
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