Sensata Technologies Holding plc 8-K, filed Jan 23, 2020
Sensata Technologies Holding plc (ST)
8-K
2020-01-23
For: 2020-01-17
View Original
Added on
April 04, 2026
About this 8-K
Sensata Technologies Holding plc filed this 8-K on January 23, 2020, reporting on events of January 17, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 17, 2020
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 17, 2020, Martha Sullivan notified Sensata Technologies Holding plc (the “Company”) that she has decided to retire from her role as Chief Executive Officer (“CEO”) effective March 1, 2020 (the “Effective Date”). Following the Effective Date, Ms. Sullivan will continue to serve as a non-independent director on the Company’s Board of Directors (the “Board”) and remain an employee, serving as Executive Advisor.
The Board has appointed Jeffrey Cote to succeed Ms. Sullivan as CEO on the Effective Date. Mr. Cote, 53, who has held the position of President and Chief Operating Officer of the Company since January 2019, will continue to serve as President of the Company. Additional background information on Mr. Cote can be found on page 17 of the Company’s 2019 Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 30, 2019, which is incorporated herein by reference. In connection with his appointment as President and Chief Executive Officer, the Compensation Committee of the Board (the “Compensation Committee”) approved Mr. Cote’s annual base salary at $930,000 and his annual incentive opportunity at 120% of his annual base salary. In addition, the Board has appointed Mr. Cote to serve as a non-independent director on the Board as of the Effective Date.
As the Executive Advisor, Ms. Sullivan will have such responsibilities usually vested with this position and will play a critical role in the CEO transition process, advising Mr. Cote on strategy, organizational matters and other topics. The Compensation Committee approved Ms. Sullivan’s annual base salary at $472,500 and amended her stock option awards granted in 2013 through 2018 to allow for continued exercisability until 60 days after her service as a director on the Board ends. Ms. Sullivan will remain an employee through April 2, 2021 and be eligible to participate in the benefit plans of all employees, but she will not be eligible to participate in the Company’s annual incentive program for the 2020 performance period. In addition, in connection with her expected continued service on the Board during this transition, the Compensation Committee has approved a one-time restricted stock unit with a value of $150,000 vesting on April 1, 2021.
A copy of the press release announcing Ms. Sullivan’s retirement and Mr. Cote’s appointment to CEO is attached as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
99.1 | ||
104 | Cover Page Interactive Data File (embedded within Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SENSATA TECHNOLOGIES HOLDING PLC | ||||
/s/ Paul Vasington | ||||
Date: January 23, 2020 | Name: Paul Vasington | |||
Title: Executive Vice President and Chief Financial Officer | ||||
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Sensata Announces Chief Executive Officer Transition
• | Jeffrey Cote named CEO and President |
• | Martha Sullivan to retire as CEO and serve as advisor; continue to serve on Board of Directors |
Swindon, United Kingdom – January 23, 2020 - Sensata Technologies (NYSE:ST), a global industrial technology company and a leading provider of sensor-rich solutions that create insights for customers, today announced that Jeffrey Cote, currently President and Chief Operating Officer, will succeed Martha Sullivan as Chief Executive Officer, effective March 1, 2020. The Company also announced that Cote has been appointed to the Board of Directors, also effective March 1, 2020. Cote is a 13-year veteran with Sensata and has served in a number of executive roles with the Company.
Today’s appointment will provide a smooth transition of management responsibility and strategic execution and is part of a planned succession process following Cote’s appointment as President in January 2019.
Sullivan decided to retire from Sensata Technologies after seven years as CEO and a distinguished 35-year career with Sensata and its predecessor company. Under her leadership, the Company has grown revenues from $1.9 billion in 2012 to $3.5 billion in 2018; closed 11 acquisitions that extended the company’s reach into new vertical markets; forged a new strategy to usher in the next wave of megatrend-driven growth; and successfully evolved the company’s global manufacturing and supply chain. She will continue to serve in an advisory role and will remain on the Board of Directors, providing strategic advice and focusing on innovation.
Andrew C. Teich, Chairman of Sensata, said, “The Board and I are grateful to Martha for her visionary leadership during the past seven years. She has transformed the Company into a leading provider of sensor-rich solutions that are helping our customers develop products that are smarter, more connected, and increasingly electrified.”
Teich continued, “Jeff’s experience reflects the intersection of finance, operational, and technical acumen that defines the strength of our management team. His leadership will be critical as we enter the next decade, particularly as the Company capitalizes on significant new growth opportunities based on industry megatrends such as clean and efficient, electrification, autonomy, and smart and connected products.”
“Jeff is the right person to lead Sensata now, with his strong understanding of trends that are shaping the Company’s future and his proven ability to evolve Sensata’s
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business as our industry undergoes significant change,” said Martha Sullivan. “Together, we created a strategy to capitalize on megatrend-driven opportunities while generating sustained growth and profitability in our core applications. He is well-positioned to continue building on that strong momentum.”
She added, “It has been a privilege to lead the outstanding Sensata team through such an exciting time in the company’s history. I look forward to continuing to work with Jeff and contributing expertise as a Board member.”
“I am excited to lead our company into the next decade and beyond as Sensata’s Chief Executive Officer,” said Jeffrey Cote. “I look forward to a continued partnership with the entire Sensata leadership team, along with Martha and our board of directors. Our talented engineers and professionals are designing, developing and delivering the mission-critical solutions customers need. Working as a strong team, we will capture the next waves of growth for Sensata by providing a rewarding employee experience for our teams, remaining focused on effectively serving our customers and in turn creating significant value for our shareholders.”
Fourth Quarter and Full Year 2019 Guidance
Sensata expects its fourth quarter and full year 2019 results to be within the range of guidance it provided on October 30, 2019 for revenue, adjusted operating income, adjusted net income and adjusted earnings per share.
About Jeffrey Cote
Jeffrey Cote, 53, joined Sensata in 2007 as Chief Financial Officer. He served as Executive Vice President and Chief Administrative Officer from January 2011 through July 2012. He was named the Company’s Chief Operating Officer in July 2012. In November 2015, in addition to his role as Chief Operating Officer, he was named Executive Vice President, Sensing Solutions. He became President of the Company in January 2019, assuming executive responsibility for both of the Company’s business segments, Performance Sensing and Sensing Solutions, as well as global operations.
Prior to joining Sensata, Cote was Chief Operating Officer at Ropes & Gray LLP and managed its operations by directing the firm’s administrative and operational initiatives. Additionally, Cote previously served as Chief Operating, Financial and Administrative Officer for Digitas, Inc. He began his professional career with Ernst & Young and served in its tax, audit and national accounting practices.
Cote serves on the Board of Directors at Trinseo S.A. (NYSE:TSE) and on the Board of Advisors at the Massachusetts Society for the Prevention of Cruelty to Children, a private, non-profit organization dedicated to protecting and promoting the rights and well-being of children and families.
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About Martha Sullivan
Martha Sullivan, 62, was named Chief Executive Officer in 2013. Prior to becoming CEO she held various senior management positions at Sensata and its predecessor company. She became Chief Operating Officer of Sensata in 2006 and President in 2010.
She serves on the Board of Directors at Avery Dennison Corporation (NYSE:AVY). She is active in initiatives and organizations that focus on STEM education for young women and is currently co-chair of the Board of Trustees of Our Sisters’ School (OSS) in New Bedford, Massachusetts.
Sullivan is also a member of the President’s Advancement Council and President’s Alumni Council at Michigan Technological University. She was inducted into the Academy of Mechanical Engineering at Michigan Tech, and holds an Honorary Doctorate in Philosophy from that institution.
Conference Call & Webcast
As previously announced, Sensata plans to issue its fourth quarter and full year 2019 results on February 11, 2020 at 6:00 AM ET, with a conference call at 8:00 AM ET. The dial-in numbers for the call are 1-844-784-1726 or 1-412-380-7411 and callers can reference the Sensata Q4 and Full year 2019 earnings conference call. A live webcast and a replay of the conference call will also be available on the investor relations page of Sensata’s website at http://investors.sensata.com. Additionally, a replay of the call will be available until February 18, 2020. To access the replay dial 1-877-344-7529 or 1-412-317-0088 and enter confirmation code: 10138324.
About Sensata Technologies
Sensata Technologies is one of the world’s leading suppliers of sensing, electrical protection, control and power management solutions with operations and business centers in 11 countries. Sensata’s products improve safety, efficiency and comfort for millions of people every day in automotive, appliance, aircraft, industrial, military, heavy vehicle, heating, ventilation, and air conditioning, data, telecommunications, recreational vehicle, and marine applications. For more information, please visit Sensata’s website at www.sensata.com.
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Investor Contact: | Media Contact: | |
Joshua Young | Alexia Taxiarchos | |
Vice President, Investor Relations | Senior Director, Global Communications | |
+1 (508) 236-2196 | +1 (508) 236-1761 | |
Joshua.Young@sensata.com | ataxiarchos@sensata.com | |
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