DELPHI 2015 Annual Report Download - page 143

Table of Contents
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2013. The RSUs vested on April 2, 2014, and 38,179 ordinary shares, which included shares issued in connection with dividend
equivalents, were issued to members of the Board of Directors at a fair value of approximately $3 million. 4,656 ordinary
shares were withheld to cover the minimum U.K. withholding taxes.
On April 3, 2014, Delphi granted 24,144 RSUs to the Board of Directors at a grant date fair value of approximately $2
million. The grant date fair value was determined based on the closing price of the Company's ordinary shares on April 3, 2014.
The RSUs vested on April 22, 2015, and 24,482 ordinary shares, which included shares issued in connection with dividend
equivalents, were issued to members of the Board of Directors at a fair value of approximately $2 million. 2,673 ordinary
shares were withheld to cover the minimum U.K. withholding taxes.
On April 23, 2015, Delphi granted 20,347 RSUs to the Board of Directors at a grant date fair value of approximately $2
million. The grant date fair value was determined based on the closing price of the Company's ordinary shares on April 23,
2015. The RSUs will vest on April 27, 2016, the day before the 2016 annual meeting of shareholders.
Executive Awards
Delphi has made annual grants of RSUs to its executives in February of each year beginning in 2012. These awards
include a time-based vesting portion and a performance-based vesting portion, as well as continuity awards in certain years.
The time-based RSUs, which make up 25% of the awards for Delphi’s officers and 50% for Delphi’s other executives, vest
ratably over three years beginning on the first anniversary of the grant date. The performance-based RSUs, which make up 75%
of the awards for Delphi’s officers and 50% for Delphi’s other executives, vest at the completion of a three-year performance
period if certain targets are met. Each executive will receive between 0% and 200% of his or her target performance-based
award based on the Company’s performance against established company-wide performance metrics, which are:
Metric 2013 - 2015 Grants 2012 Grant
Average return on net assets (1) .......................................................................................... 50% 50%
Cumulative net income........................................................................................................ N/A 30%
Cumulative earnings per share (2)....................................................................................... 30% N/A
Relative total shareholder return (3).................................................................................... 20% 20%
(1) Average return on net assets is measured by tax-affected operating income divided by average net working capital plus average net property, plant and
equipment for each calendar year during the respective performance period.
(2) Cumulative earnings per share is measured by net income attributable to Delphi divided by the weighted average number of diluted shares outstanding for
the respective three-year performance period.
(3) Relative total shareholder return is measured by comparing the average closing price per share of the Company’s ordinary shares for all available trading
days in the fourth quarter of the end of the performance period to the average closing price per share of the Company’s ordinary shares for all available
trading days in the fourth quarter of the year preceding the grant, including dividends, and assessed against a comparable measure of competitor and peer
group companies.
The details of the executive grants were as follows:
Grant Date RSUs Granted Time-Based Award Vesting Dates
Performance-Based
Award Vesting Date
(in millions)
February 2012..................... 1.88 Annually on anniversary of grant date, 2013 - 2015 December 31, 2014
February 2013..................... 1.45 Annually on anniversary of grant date, 2014 - 2016 December 31, 2015
February 2014..................... 0.78 Annually on anniversary of grant date, 2015 - 2017 December 31, 2016
February 2015..................... 0.90 Annually on anniversary of grant date, 2016 - 2018 December 31, 2017
Any new executives hired after the annual executive RSU grant date may be eligible to participate in the PLC LTIP. Any
off cycle grants made for new hires are valued at their grant date fair value based on the closing price of the Company's
ordinary shares on the date of such grant.
In February 2013, under the time-based vesting terms of the 2012 grant, 218,070 ordinary shares were issued to Delphi
executives at a fair value of $9 million, of which 78,692 ordinary shares were withheld to cover withholding taxes.
In February 2014, under the time-based vesting terms of the 2012 and 2013 grants, 365,930 ordinary shares were issued
to Delphi executives at a fair value of $23 million, of which 131,913 ordinary shares were withheld to cover minimum
withholding taxes.