In order to help our shareholders better understand our Board practices, we are including the following description of current practices. The Nominating and Governance Committee periodically reviews these practices.

Size of the Board

The Board currently consists of the 13 directors named above. Our Memorandum and Articles of Association provides that our Board must consist of a minimum of 2 directors. The exact number of directors will be determined from time to time by our full Board.

Leadership Structure

The Board believes it is important to retain flexibility to allocate the responsibilities of the offices of the Chairman and CEO in a manner that is in the best interests of the Company. Currently, the Board believes it is in the best interests of the Company to separate the positions of CEO and Chairman and to have an independent Non-Executive Chairman. Rajiv L. Gupta was elected to this role on March 1, 2015. The Board believes this leadership structure affords the Company an effective combination of internal and external experience, continuity and independence, which will serve the Board and the Company well.

Director Independence

The Board believes that a substantial majority of its members should be independent, non-employee directors. Mr. Clark, our President and Chief Executive Officer, is the only non-independent director. The current non-employee directors of the Company are Joseph S. Cantie, Gary L. Cowger, Nicholas M. Donofrio, Mark P. Frissora, Rajiv L. Gupta, J. Randall MacDonald, Sean O. Mahoney, Timothy M. Manganello, Bethany J. Mayer, Thomas W. Sidlik, Bernd Wiedemann and Lawrence A. Zimmerman. 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 Expert

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”). Messrs. Zimmerman, Cantie and Mahoney meet the qualifications of audit committee financial experts, as defined under the Securities Exchange Act of 1934, as amended.

Evaluation of Board Performance

The Nominating and Governance Committee coordinates an annual evaluation process by which the directors evaluate the Board’s and its Committees’ performance and procedures. This self-evaluation leads to a full Board discussion of the results. Each Committee of the Board also conducts an annual evaluation of its performance and procedures.

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 a specific director. Once granted, such waiver must be 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.

Nomination of Directors

The Nominating and Governance Committee recommends individuals for membership on the Board. The Nominating and Governance Committee considers a candidate’s qualities and expertise, performance, personal characteristics, diversity (inclusive of age, gender, race and ethnicity) 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 as a whole is constituted to be strong in its collective knowledge and diversity of accounting and finance, management and leadership, vision and strategy, business operations, business judgment, crisis management, risk assessment, industry knowledge, corporate governance and global markets.

The culture of the Board enables the Board to operate quickly and effectively in making key decisions. Board meetings are conducted in an environment of trust, confidentiality, open dialogue, mutual respect and constructive commentary.

The Nominating and Governance Committee views diversity in its broadest sense, which includes age, education, ethnicity, experience, gender, leadership qualities and race. The Nominating and Governance Committee will use the same selection process and criteria for evaluating all nominees, regardless of who submits the nominee for consideration.

In accordance with procedures set forth in our Memorandum and Articles of Association, shareholders holding at least ten percent 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, which must be received at our principal executive offices no later than the close of business on March 8, 2017, and no earlier than November 28, 2016. The notice periods may change in accordance with the procedures set out in our Memorandum and Articles of Association. 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.

Executive Sessions

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

Board’s Role in Risk Oversight

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 contemplated by its charter. While the Company’s management is responsible for day-to-day management of the various risks facing the Company, the Board is responsible for monitoring management’s actions and decisions. The Board, as apprised by the Audit Committee, determines that appropriate risk management and mitigation procedures are in place and that senior management takes the appropriate steps to manage all major risks.

Stock Ownership Guidelines

The Board believes that each director should hold a meaningful equity position in the Company and has established equity holding requirements for our non-employee directors. The holding requirement for each non-employee director is five times the value of his or her designated annual cash retainer (at least $500,000, based upon the current cash retainer). Each new director will have up to five full years from his or her date of appointment to fulfill this holding requirement. All current non-employee directors, other than Mr. Cantie and Ms. Mayer, both of whom joined the Board in 2015, hold in excess of this minimum shareholding requirement.

Governance Principles

The Board adopted a formal statement of Corporate Governance Guidelines, which sets forth the corporate governance practices for Delphi. The Corporate Governance Guidelines are available on our website at delphi.com by clicking on the tab “Investors” and then the caption “Governance Documents” under the heading “Corporate Governance.”

Code of Ethical Business Conduct

Delphi adopted a Code of Ethical Business 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 Ethical Business Conduct is available on Delphi’s website at delphi.com by clicking on the tab “Responsibility” and then the heading “Code of Ethics.” Copies of our Code of Ethical Business Conduct are also available to any shareholder who submits a request to the Corporate Secretary at Delphi Automotive PLC, c/o Delphi Automotive Systems, LLC, 5725 Delphi Drive, Troy, Michigan 48098. 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 Ethical Business Conduct that applies to our directors or officers.

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 a letter addressed to the director or directors in care of the Corporate Secretary at Delphi Automotive PLC, c/o Delphi Automotive Systems, LLC, 5725 Delphi Drive, Troy, Michigan 48098. All correspondence, other than items such as junk mail that are unrelated to a director’s duties and responsibilities, will be forwarded to the appropriate director or directors.

Board Compensation

Our directors (other than Mr. Clark and Mr. O’Neal, prior to his retirement from the Company, who are compensated as officers of the Company and do not receive additional compensation for services as members of the Board) received the following annual compensation, which is paid in cash and time-based restricted stock units (“RSUs”). 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. The Chairman of the Board receives $500,000 annually, and all other directors receive $250,000 annually. In 2015, chairs of our board committees received the following additional annual compensation:

An annual grant of RSUs is made on the day of the Annual Meeting and vests on the day before the next Annual Meeting. Cash compensation is paid at the end of each fiscal quarter. 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 2015 cash and equity compensation for each member of the Board:

2015 Director Compensation

Overview

The Compensation and Human Resources Committee (the “Compensation Committee”), composed entirely of independent directors, is responsible to the Board for executive compensation at Delphi. The Compensation Committee, in consultation with management and its independent compensation consultant, oversees the Company’s compensation philosophy and reviews and approves compensation for executive officers (including cash compensation, equity incentives and benefits).

In this section, we describe and analyze: (1) the material components of our executive compensation programs for the “named executive officers”, or “NEOs”; (2) the compensation decisions the Compensation Committee has made under those programs; and (3) the key factors considered in making those decisions, including 2015 Company performance. For fiscal year 2015, the NEOs were:

Rodney O’Neal, our former CEO, retired March 1, 2015 and served as an advisor to the Company through December 31, 2015; as such, he is also considered a NEO for fiscal year 2015. Within the Compensation Discussion and Analysis and related tables in this Proxy Statement, specific references are made to Mr. O’Neal with respect to his fiscal year 2015 compensation; otherwise, references to the CEO, the NEOs or the other NEOs exclude Mr. O’Neal.

Delphi’s executive compensation program is designed to attract, retain and motivate the leaders who drive the successful execution of our business strategies, which seek to balance achievement of targeted near-term results with building long-term shareholder value through sustained execution. Our focus on pay-for-performance and corporate governance aims to help ensure alignment with the interests of our shareholders, as highlighted below:

Leadership Transition Completed

As a part of a planned succession transition related to Mr. O’Neal’s retirement, Mr. Clark became CEO effective March 1, 2015, after previously having served as CFO, then COO. Mr. Murphy succeeded Mr. Clark as CFO and Executive Vice President in October 2014 when Mr. Clark became COO. Following his retirement, Mr. O’Neal served the Company as an advisor through December 31, 2015.

2015 Company Performance Highlights

Our achievements in 2015 included the following:

Metric definitions:

Adjusted Net Income is defined as net income (loss) attributable to Delphi before income (loss) from discontinued operations, net of tax, restructuring, transaction and related costs associated with acquisitions, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), asset impairments, gains (losses) on business divestitures, debt extinguishment costs, contingent consideration liability fair value adjustments and the net impact of significant deferred tax asset valuation allowance estimate changes.

Cash Flow Before Financing represents cash provided by (used in) operating activities from continuing operations plus cash provided by (used in) investing activities from continuing operations, adjusted for the purchase price of business acquisitions and net proceeds from the divestiture of discontinued operations.

Adjusted Earnings Per Share (“EPS”) is defined as adjusted net income divided by the weighted number of diluted shares outstanding.

Return on Net Assets is defined as tax-affected adjusted operating income [net income before interest expense, other income (expense), net, equity income (loss), income (loss) from discontinued operations, restructuring, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), asset impairments and gains (losses) on business divestitures], divided by average continuing operations net working capital plus average continuing operations net property, plant and equipment, measured each calendar year.

Please see Appendix A for a reconciliation of these numbers to U.S. GAAP financial measures.

Compensation Philosophy and Strategy

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

Our pay positioning goal for target total direct compensation (base salary, annual and long-term incentives) for our officers, including the NEOs, is to approximate the market median (50th percentile). Compensation for individual roles may be positioned higher or lower than the market median where we believe it is appropriate, considering multiple factors, such as each executive’s roles and responsibilities, the individual’s performance, labor market dynamics, the desired mix of cash and equity compensation, and the potential over time and experience the individual may have in his or her role with Delphi.

Peer Group Analysis. To attract, retain and motivate key executives, our goal is to provide total compensation opportunities at competitive market pay rates. We have created a compensation structure based on our compensation philoso-

phy, which approximates the median of our peer companies, but allows total compensation to vary above or below this level based on considerations such as job responsibilities, experience, and quantitative and qualitative company or individual performance factors.

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

Delphi’s 2015 peer group included the following 15 companies, whose aggregate profile was comparable to Delphi in terms of size, industry, operating characteristics and competition for executive talent.

In 2015, an evaluation of the peer group was conducted and the Compensation Committee approved changes to the group, reducing the number of peer companies from 17 to 15. In addition to the comparability factors listed above, the additional criteria for considering peer group changes were: companies with a global presence and the businesses involved in the evolution of in-vehicle technology. This peer group will also be used for compensation decisions

beginning in 2016. The following table summarizes the changes, and reasons for each:

In 2015, target total direct compensation among our NEOs, on average, was positioned within a competitive range of the peer group median. Pay adjustments are typically made when we believe that there is a market or individual performance issue that should be addressed to preserve the best interests of the shareholders.

Shareholder Engagement. During 2015, we continued to engage shareholders with respect to our governance and executive compensation practices. These outreach meetings, conducted by members of management, give us an opportunity to solicit feedback from our major institutional shareholders on a variety of topics related to corporate governance and executive compensation and provide us with valuable insight, which management shares with the Board, with respect to the shareholders’ voting policies and priorities. We expect to continue to engage with shareholders on a regular basis to better understand and consider their views on our executive compensation programs and corporate governance practices.

Say-on-Pay. At our 2015 Annual Meeting of Shareholders, we received 97.4% of votes cast in support of our executive compensation program. Management and the Compensation Committee reviewed our shareholders’ affirmative 2015 Say-on-Pay vote and believe it to be a strong indication of support

for Delphi’s executive compensation program, and pay-for-performance philosophy. Therefore, the Compensation Committee continued the philosophy, compensation objectives and governing principles it has used in recent years when making decisions or adopting policies regarding executive compensation for 2015 and subsequent years.

Overview of Executive Compensation

We regularly undertake a comprehensive review of our business plan to identify strategic initiatives that should be linked to executive compensation. We also assess and review the level of risk in our company-wide compensation programs to ensure that they do not encourage imprudent risk-taking.

Elements of Executive Compensation. In line with our executive compensation philosophy, we annually provide the following primary elements of compensation to our officers, including the NEOs:

Additional, non-primary elements of executive compensation, such as payments related to expatriate assignments or relocation, may be provided to a NEO. These elements are reflected in the “All Other Compensation” column of the “2015 Summary Compensation Table”.

As a result of his retirement in March 2015, Mr. O’Neal did not receive the annual long-term incentive award granted to other NEOs in February 2015, but instead received a one-time transition equity award as further described below as compensation for his advisory services to Delphi through December 31, 2015.

Target Annual Total Direct Compensation Mix. Base salary and annual and long-term incentive awards are our NEOs’ primary total direct compensation elements. A majority of each NEO’s total direct compensation opportunity is comprised of performance-based pay. Our annual incentive awards and the performance-based RSUs component of our long-term incentive awards are considered performance-based pay because the recipients of these awards must achieve specified performance goals at Corporate, Division and/or individual levels to receive any payment. The time-based portion of our RSU awards align with Company

performance as the final value received is based on share price change.

The significant proportion of performance-based pay, combined with a focus on long-term incentive awards, helps to align the NEOs’ interests with the interests of Delphi’s shareholders. The total direct compensation mix illustrated below and in the Target Compensation Structure that follows does not include the value of the 2015 continuity awards for three NEOs (described below under the “2015 Grants” section).

The mix of compensation for our CEO and other NEOs is shown below:

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, experience and market pay data. At

the beginning of each year, we also define key strategic objectives each NEO is expected to achieve during that year.

Base Salaries. Base salary is targeted at approximately the median of our peer group and is intended to reward and be

commensurate with each NEO’s responsibilities, individual performance and experience. Our practice is to periodically make base salary adjustments, although we review compensation competitiveness annually. During 2015, three of our NEOs received base salary adjustments. These adjustments were intended to specifically recognize: Mr. Clark’s expanded responsibilities as CEO, Mr. Butterworth’s and Mr. Vijayvargiya’s 2014 contributions and performance, as well as increase the competitiveness of salary in comparison to market median. The following table summarizes the adjustments:

For the first two months of 2015, Mr. O’Neal received base salary at an annual rate of $1.3 million which remained unchanged from 2014 due to his pending retirement. The “2015 Summary Compensation Table” displays the actual, prorated where applicable, base salary amounts paid for 2015. Mr. O’Neal’s base salary for the two months of service prior to his retirement is included.

Annual Incentive Plan. Our Annual Incentive Plan, structured under the Delphi Leadership Incentive Plan (“DLIP”), is designed to motivate our NEOs to drive company earnings, cash flow and profitable growth by measuring the NEOs’ performance against our plans at the Corporate and relevant Division levels. The DLIP was approved by our shareholders in 2015 and is designed to give us the flexibility to potentially maximize the tax deductibility of certain incentives as performance-based awards under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”), as further described below under the “Tax and Accounting Considerations” section. For use in guiding final payout decisions for the NEOs, the Compensation Committee sets the financial performance metrics underlying the DLIP at levels that help drive superior Company performance, potentially resulting in superior shareholder returns.

The Compensation Committee establishes the annual incentive target for each NEO in a manner similar to the process for determining base salary. The approved target is initially set near the median of our peer group, but can be adjusted based on the NEO’s position, individual performance, and the size and scope of his or her responsibilities. Final payouts can range from 0% to 200% of each NEO’s annual incentive target. Mr. O’Neal participated in the Annual Incentive Plan for the

first two months of 2015 at his 2014 incentive target. For 2015, the annual incentive targets were adjusted for two of our NEOs in consideration of their expanded responsibilities and the market median annual incentive targets for such roles.

The Compensation Committee, working with management and its independent compensation consultant, sets the underlying performance metrics and objectives for the DLIP and preliminary annual incentive plan payout levels based on Delphi’s annual business objectives. For 2015, each NEO’s award payout was determined as follows:

For 2015, both Corporate and Division underlying performance objectives were based on the following metrics which are aligned with our business strategy:

The Compensation Committee selected the following weightings in 2015 for both Corporate and Division performance metrics:

The NI / OI and CFBF / SOCF metrics and the award payout levels related to those metrics were measured on a performance scale, with threshold, target and maximum financial performance requirements and the payout levels for different levels of achievement set by the Compensation Committee. Performance below the minimum threshold results in no payout, and performance above the maximum level is capped at a maximum total payout, which is 200% of the target award. For the NI /OI and CFBF / SOCF metrics the threshold, target and maximum payout levels were 50%, 100% and 200%, respectively. Revenue Growth (Bookings) is treated differently than the NI /OI and CFBF / SOCF metrics. If the Revenue Growth (Bookings) targets are achieved, the target payout for that metric is paid. If the Revenue Growth (Bookings) targets are not achieved, no portion of the Revenue Growth (Bookings) award is paid.

The 2015 performance targets by metric were:

Our Annual Incentive Plan target goals are established to reflect our focus on growth over prior year actual outcomes,

and above market growth in the performance period. The Compensation Committee approved target goals for the 2015 Annual Incentive Plan which, if achieved, would represent growth in NI / OI, CFBF / SOCF, and Revenue Growth in 2016 / 2017 (Bookings). Given the performance levels required for target payment, 2015 performance at both the Corporate and Division levels was below target.

As part of our ongoing plan to incentivize executives, a Strategic Results Modifier (“SRM”) was approved by the Compensation Committee at the beginning of the year as part of the Annual Incentive Plan design. The SRM is included in the incentive pool and can range in the aggregate from plus or minus 10% of the total Annual Incentive Plan target opportunity. The SRM allows the Compensation Committee to consider factors in addition to the financial metrics under the Annual Incentive Plan. The SRM is determined based on a qualitative performance assessment and recommendation by the CEO as to each other NEO’s achievement of SRM objectives, with final approval by the Compensation Committee. For 2015, the focus areas of the SRM were customer diversification and talent pipeline.

Once the preliminary earned awards were determined based on the three financial metrics at the Corporate and/or Division level, the Compensation Committee, in conjunction with the CEO, assessed the other NEO’s performance with respect to the SRM and individual qualitative performance. The CEO did not participate in the assessment of his own performance and he was not eligible for a SRM payout.

In determining the final individual payouts, the Compensation Committee, in consultation with the CEO if applicable, evaluated each eligible NEO’s qualitative performance in relation to the specific Division and overall Corporate performance, as applicable. Each NEO was also evaluated based on his individual achievements. The qualitative performance achievements included: for Mr. Clark, Delphi’s overall performance in 2015 and his leadership and performance in his first year as CEO; for Mr. Murphy, his contributions in 2015; for Messrs. Abulaban and Vijayvargiya, performance and leadership in 2015 of the division for which each was responsible, as well as achievement in 2015 of the SRM objectives; and for Mr. Butterworth, performance and leadership in 2015 of the division for which he was responsible, achievement in 2015 of the SRM objectives, and his assumption of additional responsibilities in 2015. Final award payout percentages ranged from 43% to 101% of target for our NEOs. No qualitative performance achievements were considered in the case of Mr. O’Neal.

As a result of the analysis described above, the Compensation Committee approved the following 2015 annual incentive awards for the NEOs:

Long-Term Incentive Plan. Delphi’s Long-Term Incentive Plan is designed to reward performance on long-term strategic metrics and to attract, retain and motivate participants.

Our annual equity awards include both performance-based and time-based RSUs. The time-based RSUs, which make up 25% of the NEOs’ long-term awards, vest ratably over three years, beginning on the first anniversary of the grant date. The performance-based RSUs, which make up 75% of the NEOs’ long-term awards, are settled after the results of a three-year performance period are determined. The 2015 grant vests at the end of 2017 and will be settled in early 2018 after the outcomes of the performance period are determined and approved. Each NEO may receive between 0% and 200% of his target performance-based award as determined by Delphi’s performance against the following company-wide performance metrics:

The Long-Term Incentive Plan allows for dividend equivalents to accrue on unvested RSUs; however, the dividend equivalents vest and pay out only if and to the extent that the underlying RSUs vest and pay out.

2015 Grants

The Compensation Committee established the following 2015 long-term incentive awards for our NEOs (consisting of time-based RSUs and performance-based RSUs, as described above), taking into account scope of responsibilities, individual performance, retention considerations and market compensation data:

As reflected in the table above, in February 2015, the Compensation Committee granted continuity awards to Messrs. Abulaban, Butterworth and Vijayvargiya to help ensure retention of the NEOs in these key roles. These awards will cliff-vest four years from grant and have 50% performance-based vesting, based on relative TSR, and 50% time-based vesting. These target award values were used to determine the number of shares granted. The accounting values of the long-term incentive awards are reported in the “Stock Awards” column of the “2015 Summary Compensation Table”.

For service as an advisor, Mr. O’Neal received a one-time transition equity award of $2 million in time-based RSUs, which vested in full on December 31, 2015. He was not awarded any other long-term incentive awards in 2015.

In February 2016, we paid out the performance-based RSUs for the 2013-2015 performance period. The following tables set forth: (1) the threshold, target and maximum levels, as well as the actual level achieved, for each performance metric; (2) for each NEO (other than Messrs. Murphy and Butterworth) (A) the target number of performance-based RSUs attributable to each performance metric and actual number of performance-based RSUs earned based on the

performance of each metric, and (B) the target total number of performance-based RSUs and actual total number of performance-based RSUs earned. Mr. Murphy did not join Delphi until 2014 and therefore was not a recipient of performance-based RSUs in 2013. Mr. Butterworth did not receive a 2013 performance-based RSU award as he was compensated at that time under a business unit plan related to an acquisition.

Mr. O’Neal’s target number of units, exclusive of accrued dividend equivalents, attributable to each of RONA, EPS and TSR were 68,598, 41,158 and 27,439, respectively, while his actual number of units earned attributable to each of those metrics was 118,674, 73,262 and 49,390, respectively. Mr. O’Neal’s target number of performance-based RSUs granted in 2013 was 137,195, exclusive of accrued dividend equivalents, and he earned 251,298 performance-based RSUs, inclusive of accrued dividend equivalents.

In February 2016, we settled RSUs that were awarded as a continuity grant to Mr. Clark in 2013. Fifty percent of the con-

tinuity grant was comprised of performance-based RSUs. The performance metric for these RSUs was average EBITDA margin during the three-year performance period. EBITDA margin is defined as earnings before interest, tax, depreciation and amortization divided by total revenue for each calendar year during the performance period. The maximum achievement level for these performance-based RSUs was 100% of target, plus any dividend equivalents accrued. Average EBITDA margin was achieved at 14.8%, resulting in a payout at 100% of target. The following table sets forth the threshold and target average EBITDA margin levels and the total number

of performance-based RSUs available to be earned by Mr. Clark based on such levels of performance:

2015 Payments from Prior Years’ Arrangements

Three of our NEOs received payments in 2015 from arrangements established in prior years. Messrs. Clark and O’Neal each received a continuity bonus of $500,000 in 2015 representing the final payment from a 2012 arrangement providing continuity payments as long as each was employed through December 31, 2014. Mr. Butterworth received a bonus payment of $577,200 in 2015 related to an arrangement established at the time he became an officer in 2014. These amounts are reported in the “Bonus” column of the “2015 Summary Compensation Table”.

Other Compensation

Additional compensation programs available to our NEOs are described below. Only those benefits and policies offered to the other salaried employee populations are available to our NEOs.

Salaried Retirement Savings Program (“SRSP”). Along with eligible Delphi salaried employees and executives, our eligible NEOs participate in our broad-based and tax-qualified defined contribution plan, the SRSP, which is a qualified plan under Section 401(k) of the Internal Revenue Code (the “Code”). All contributions are subject to any contribution limits imposed by the Code.

Salaried Retirement Equalization Savings Program (“SRESP”). Under the SRESP, eligible employees receive Delphi contributions in excess of the limits imposed upon the SRSP by the Code. No guaranteed or above-market rates are earned; the investment options available are a subset of those available to all employees under the SRSP. Additional details regarding benefits and payouts under this plan are provided in the “Non-Qualified Deferred Compensation” section.

Supplemental Executive Retirement Program (“SERP”). The SERP was frozen (for purposes of credited service and compensation calculations) in 2008, as described further under the “Pension Benefits” section. Only Messrs. Abulaban, Vijayvargiya and O’Neal are eligible for the SERP.

Other Benefits. We provide additional benefits, such as relocation and expatriate benefits to our NEOs, when applicable, and in general, these benefits are the same as those provided to similarly situated non-officer employees. For Mr. Butterworth, this includes participation in Delphi’s defined contribution plan for Luxembourg employees. The primary expatriate benefits include housing allowance, transportation allowance and tax equalization in home and host country. Additional details are covered in the “2015 Summary Compensation Table”.

Governance Practices

Stock Ownership Guidelines. To support better alignment of our executives’ interests with those of our shareholders, Delphi’s Board believes that our officers should maintain an appropriate level of equity interest in Delphi. To that end, our Board has adopted the following stock ownership guidelines:

Our officers, including our NEOs, are expected to fulfill the ownership requirement within five years from the time they are appointed to their position. The Compensation Committee reviews the ownership level for covered executives each year. As of the 2015 measurement of ownership, all of our continuing NEOs were at or above the applicable ownership requirement.

Clawback. As a matter of policy, if our financial statements are materially misstated or in material noncompliance with any financial reporting requirement under securities laws, then the Compensation Committee will review the circumstances and determine if any participants should forfeit certain future awards or repay prior payouts. If the misstatement is due to fraud, then the participants responsible for the fraud will forfeit their rights to future awards and must repay any amounts they received from prior awards due to the fraudulent behavior. The Compensation Committee expects to update our clawback policy, as appropriate, to comply with the requirements for clawbacks under the final provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as implemented by the Securities and Exchange Commission and the New York Stock Exchange.

Restrictive Covenants. All executives, including the NEOs, are required to sign confidentiality and non-interference agreements in order to participate in the Long-Term Incentive Plan. The non-interference agreements include non-compete and non-solicitation covenants, which prohibit executives from:

If the terms of the confidentiality and non-interference agreements are violated, Delphi has the right to cancel or rescind any final Long-Term Incentive Plan award, consistent with applicable law.

No Tax Gross-Ups. We do not provide any tax gross-ups specific to our officer population. Certain expatriate policy and relocation provisions, applicable to all salaried employees, allow for tax gross-ups as reimbursement for additional taxes or expenses incurred due to expatriate status or relocation expenses.

No Hedging/No Pledging. The Company prohibits its directors, officers and employees from engaging in transactions having the effect of hedging the unvested portion of any equity or equity-linked award. In addition, the Company prohibits its directors, officers and employees from purchasing Company securities on margin or holding Company securities in a margin account. The Company also prohibits its directors, officers and employees from pledging the Company’s securities as collateral for a loan. The Company’s Policy Prohibiting Insider Trading is available on delphi.com by clicking on the tab “Investors” and then the caption “Governance Documents” under the heading “Corporate Governance.”

Independent Compensation Consultant. The Compensation Committee retains Compensation Advisory Partners LLC (“CAP”) as its independent compensation consultant. The scope of the work done by CAP during 2015 for the Compensation Committee included the following:

The Compensation Committee has assessed the independence of CAP pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent CAP from independently representing the Compensation Committee. CAP does not perform other services for Delphi, and will not do so without the prior consent of the Chair of the Compensation Committee. CAP meets with the Compensation Committee Chair and the Compensation Committee outside the presence of management. In addition, CAP participates in all of the Compensation Committee’s meetings and, when requested by the Compensation Committee Chair, in the preparatory meetings and the executive sessions.

Compensation Risk Assessment. Pay Governance, a compensation consultant retained by Delphi, conducted a risk assessment of our compensation programs in 2014 including a review of incentives for non-executive participants and concluded that our compensation policies, practices and programs do not create risks that are reasonably likely to have a material adverse effect on Delphi. The analysis included a review of our significant pay programs, the Compensation Committee’s oversight of such programs, which determined that we have strong governance for officer pay programs, and interviews with executives representing Accounting, Finance, HR, Legal and Internal Audit /Compliance. As there were nominal changes to our compensation programs for 2015, the conclusions of the 2014 risk assessment continue to indicate that our compensation policies, practices and programs do not create risks that are reasonably likely to have a material adverse effect on Delphi.

The Compensation Committee and CAP reviewed the 2014 analysis and discussed the report with management. The Compensation Committee agreed that our compensation policies, practices and programs do not create risks that are reasonably likely to have a material adverse effect on Delphi. In doing so, the Compensation Committee also reaffirmed the following key risk mitigating factors with respect to our NEOs:

Tax and Accounting Considerations

Section 162(m) of the Code generally limits the tax deductibility of compensation paid to the chief executive officer and each of the next three most highly compensated executive officers (excluding the CFO) that exceeds $1 million in any taxable year unless the compensation over $1 million qualifies as “performance-based” within the meaning of Section 162(m). It is our policy to structure compensation arrangements with our executive officers to potentially qualify as performance-based so as to potentially maximize the tax deductibility of that compensation for U.S. federal income tax purposes; however, there are cases where the benefit of such tax deductibility is outweighed by the need for flexibility or the attainment of other objectives. The Compensation Committee may from time to time award compensation that is not tax deductible if the Compensation Committee determines that it is in our and our shareholders’ best interests. Moreover, even if the Compensation Committee intends to grant compensation that qualifies as “performance-based” compensation for purposes of Section 162(m), Delphi cannot guarantee that such compensation will so qualify or ultimately will be deductible.

Under the DLIP, our NEOs’ 2015 annual incentive awards were initially funded under a performance formula of 1% of Delphi’s Adjusted Net Income, up to a maximum of $12 million per individual participant. The Company’s adjusted net income for 2015 was $1.495 billion; thus the maximum funding for payouts to each participant under the 2015 DLIP, subject to the Committee’s exercise of negative discretion, was approved at the $12 million maximum.

We also structure compensation in a manner intended to avoid the incurrence of any additional tax, interest or penalties under Sections 409A and 457A of the Code, which govern the provision of non-qualified deferred compensation.

We account for stock-based compensation in accordance with FASB ASC Topic 718, which requires us to recognize compensation expense relating to share-based payments (such as RSUs) in our financial statements. The recognition of this expense has not caused us to limit or otherwise significantly alter the equity-based element of our executive compensation program. This is because we believe that equity awards are a critical component of a pay-for-performance and competitive executive compensation program. The Compensation Committee considers the potential accounting implications among the considerations reviewed when making compensation-related decisions.