Sensata Technologies Holding plc DEF 14A, filed Apr 29, 2025

Sensata Technologies Holding plc (ST)

DEF 14A 2025-04-29 For: 2024-12-31

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Added on June 12, 2026

About this DEF 14A

Sensata Technologies Holding plc filed this DEF 14A on April 29, 2025.

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Sensata Technologies Holding plc
NOTICE OF THE 2025 ANNUAL MEETING
WHEN:			Tuesday, June 10, 2025 10:00 a.m. Eastern Daylight Time
WHERE:			529 Pleasant Street, Attleboro, MA 02703 (principle executive office)
In person check-in will begin at 9:30 a.m. Eastern Daylight Time and you should allow ample time for check-in procedures.
RECORD DATE:			April 14, 2025
Items of Business:
Our proxy materials are first being distributed or made available to shareholders on or around April 29, 2025. At the Annual Meeting, you will be asked to consider and vote on the resolutions set forth under Proposals 1 to 13 in the “Proposals to be Voted Upon” section below as well as such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. Explanations of the proposed resolutions together with the relevant information for each resolution are given on pages 1 to 83 and Appendixes A, B, C, D, E, F and G of this proxy statement. For the purposes of English law, the full text of each resolution is set out in the "Shareholder Resolutions for 2025 Annual General Meeting" section on page 76 of this proxy statement. The Company’s UK annual reports and accounts for the year ended December 31, 2024, which consist of the UK statutory accounts, the UK statutory directors’ report, the UK statutory directors’ compensation report, the UK statutory directors' compensation policy, the UK statutory strategic report and the UK statutory auditor’s report (the “UK Annual Report and Accounts”), has been made available to shareholders. There will be an opportunity at the Annual Meeting for shareholders to ask questions or make comments on the UK Annual Report and Accounts and the other proxy materials. For additional information about our Annual Meeting, shareholders’ rights, proxy voting and access to proxy materials, see the “Questions & Answers About the Annual Meeting” section on page 79 of this proxy statement. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and promptly returning a proxy card (if you received one) by mail prior to the meeting or by attending the Annual Meeting and voting in person.


Proposals to be Voted Upon1
The Board considers that all the proposals to be put to the Annual Meeting are in the best interest of the Company and its shareholders as a whole.
Proposal		Board Recommendation
Proposal No. 1	Election of Directors2	☑ FOR each nominee
Proposal No. 2	Non-Binding, Advisory Vote on Executive Compensation	☑ FOR
Proposal No. 3	Ratification of Independent Registered Public Accounting Firm	☑ FOR
Proposal No. 4	Non-Binding, Advisory Vote on Directors' Compensation Report	☑ FOR
Proposal No. 5	Approval of Directors' Compensation Policy	☑ FOR
Proposal No. 6	Appointment of UK Statutory Auditor	☑ FOR
Proposal No. 7	Authorization of the Audit Committee to Determine U.K. Statutory Auditor Compensation	☑ FOR
Proposal No. 8	Approval of Receipt of 2024 Annual Report and Accounts	☑ FOR
Proposal No. 9	Approval of Forms of Share Repurchase Contracts and Share Repurchase Counterparties	☑ FOR
Proposal No. 10	Authorization of the Board to Issue Equity Securities	☑ FOR
Proposal No. 11	Authorization of the Board to Issue Equity Securities without Rights of Pre-emption	☑ FOR
Proposal No. 12	Authorization of the Board to Issue Equity Securities Under Equity Incentive Plans	☑ FOR
Proposal No. 13	Authorization of the Board to Issue Equity Securities Under Equity Incentive Plans without Rights of Pre-emption	☑ FOR


Notes:
1.			Each ordinary share of the Company outstanding on the record date will be entitled to cast one vote. In accordance with the Company’s Articles of Association, all resolutions will be taken on a poll. Voting on a poll means that each share represented in person or by proxy will be counted in the vote. Resolutions No. 1-8, 10 and 12 will be proposed as ordinary resolutions, which under applicable law means that each resolution must be passed by a simple majority of the total voting rights of shareholders who vote on such resolution, whether in person or by proxy. Resolutions Nos. 9, 11 and 13 will be proposed as special resolutions, which under applicable law means that the affirmative vote of at least 75 percent of the votes cast at the Annual Meeting is required to approve each proposal. Explanatory notes regarding each of the proposals (and related resolutions) are set out in the relevant sections of the accompanying proxy materials relating to such proposals.
2.			The results of the polls taken on the resolutions at the Annual Meeting and any other information required by the U.K. Companies Act will be made available on the Company’s website as soon as reasonably practicable following the Annual Meeting and for a period of two years thereafter.
3.			Our Board has fixed the close of business on Monday, April 14, 2025, as the record date of the Annual Meeting, and to be entitled to attend and vote on the resolutions proposed for the Annual Meeting and any adjournment or postponement thereof, shareholders must be registered in the Register of Members of the Company at the close of business in New York on this record date. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote on the resolutions proposed for the meeting. At the close of business on Monday, April 14, 2025, 146,290,196 ordinary shares of the Company were issued and outstanding. After May 30, 2025, a list of the shareholders entitled to notice of the Annual Meeting will be available for inspection by any shareholder at 529 Pleasant Street, Attleboro, Massachusetts 02703. Should you require the list of shareholders entitled to notice of the Annual Meeting, please email companysecretary@sensata.com.
4.			If you are a broker, bank, or other nominee holding shares in street name, you can attend the Annual Meeting and vote. If you are a beneficial owner of shares held in street name through a broker, bank, or other nominee, you can attend the Annual Meeting.
5.			Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the Annual Meeting. A shareholder may appoint more than one proxy in relation to the Annual Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A corporate shareholder may appoint one or more corporate representatives to attend and to speak and vote on their behalf at the Annual Meeting. A proxy need not be a shareholder of the Company.
6.			If you are voting your proxy through the Internet, by phone or by mail with a proxy card (if you received one), your voting instructions must be received by 11:59 p.m. Eastern Time on June 9, 2025.
7.			You may revoke a previously delivered proxy at any time prior to the Annual Meeting.
8.			Shareholders meeting the threshold requirements set out in the U.K. Companies Act have the right to require the Company to publish on the Company’s website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be presented before the Annual Meeting; or (ii) any circumstance connected with the auditor of the Company ceasing to hold office since the previous annual general meeting at which annual accounts and reports were presented in accordance with the U.K. Companies Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with the U.K. Companies Act. When the Company is required to place a statement on a website under the U.K. Companies Act, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on its website. The business which may be dealt with at the Annual Meeting includes any statement that the Company has been required under the U.K. Companies Act to publish on a website.
9.			Pursuant to U.S. Securities and Exchange Commission (the "SEC") rules, the Company’s proxy statement (including this Notice of Annual General Meeting of Shareholders), the Company's U.S. Annual Report for the year ended December 31, 2024 (including the Annual Report on Form 10-K for the year ended December 31, 2024), and related information prepared in connection with the Annual Meeting are available at: www.proxyvote.com and investors.sensata.com. You will need the 16-digit control number included on your proxy card in order to access the proxy materials on www.proxyvote.com. These proxy materials will be available free of charge.
10.			You may not use any electronic address provided in this Notice of Annual General Meeting of Shareholders or any related documentation to communicate with the Company for any purposes other than as expressly stated.


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING
This proxy statement, our Annual Report for the year ended December 31, 2024 (the Annual Report on Form 10-K for the year ended December 31, 2024), our UK Annual Report and Accounts for the year ended December 31, 2024, which consists of the UK statutory accounts, the UK statutory directors’ report, the UK statutory directors’ compensation report, the UK statutory strategic report, and the UK statutory auditor’s report and related information prepared in connection with the Annual Meeting are or will be available at www.proxyvote.com and http://annualmeeting.sensata.com. You will need the 16-digit control number included on your Notice or proxy card in order to access the proxy materials on www.proxyvote.com. In addition, if you have not received a copy of our proxy materials and would like one, you may download an electronic copy of our proxy materials or request a paper copy either at www.proxyvote.com, by telephone at 1-800-579-1639, or by email to sendmaterial@proxyvote.com. If requesting materials by email, please send a blank email with the 16-digit control number included on your Notice. You will also have the opportunity to request paper or email copies of our proxy materials for all future shareholder meetings.
April 29, 2025
By Order of the Board of Directors,

David Stott
Company Secretary

Registered Office: Interface House, Interface Business Park, Bincknoll Lane, Royal Wootton Basset, Wiltshire, UK SN4 8SY
Registered in England and Wales No. 10900776


1 Resolution Nos. 1-8, 10 and 12 will be proposed as ordinary resolutions and resolutions No. 9, 11 and 13 will be proposed as special resolutions. 2 A separate resolution will be proposed for each director.


Table of Contents
1	Proxy Summary	70	Proposal 12: Ordinary Resolution to Authorize the Board of Directors to Issue Equity Securities under our Equity Incentive Plans
6	Proposal 1: Election of Directors
6	Identifying and Evaluating Director Nominees
9	Director Nominees	68	Proposal 13: Resolution to Authorize the Board of Directors to Issue Equity Securities under our Equity Incentive Plans Without Pre-emptive Rights
14	Corporate Governance
18	Board Meetings, Committees of the Board and Board Leadership Structure
		72	Certain Relationships and Related-Person Transactions
22	Director Compensation
24	Proposal 2: Advisory Resolution on Executive Compensation	72	Shareholders' Requests Under Section 527 of the U.K. Companies Act

25	Executive Officers	72	Security Ownership of Certain Beneficial Owners and Management
26	Compensation Discussion and Analysis
42	Compensation Committee Report	74	Proposals for the 2026 Annual General Meeting of Shareholders
43	Tables and Narrative Disclosure
58	Proposal 3: Ratification of the Appointment of our Independent Registered Public Accounting Firm	75	Solicitation of Proxies
		75	General and Householding of Proxy Materials
58	Audit and Non-Audit Fees	75	Other Matters
59	Pre-Approval Policies and Procedures	76	Shareholder Resolutions for 2025 Annual General Meeting
59	Audit Committee Report
60	Proposal 4: Advisory Resolution on Directors' Compensation Report	79	Questions and Answers About the Annual Meeting

61	Proposal 5: Approval of Directors' Compensation Policy

62	Proposal 6: Appointment of U.K. Statutory Auditor
63	Proposal 7: Authorization of the Audit Committee to Determine U.K. Statutory Auditor's Remuneration
		A-1	Appendix A: Directors' Compensation Report
64	Proposal 8: Resolution to Receive the 2024 Annual Report and Accounts	B-1	Appendix B: Directors' Compensation Policy
		C-1	Appendix C: Reconciliation of Non-GAAP Financial Measures
65	Proposal 9: Resolution to Approve Form of Share Repurchase Contracts and Repurchase Counterparties
		D-1	Appendix D: Rule 10B-18 Repurchase Contract
		E-1	Appendix E:Rule 10B5-1 Repurchase Plan
67	Proposal 10: Ordinary Resolution to Authorize the Board of Directors to Issue Equity Securities	F-1	Appendix F: Issuer Stock Repurchase and 10B5-1 Trading Plan
68	Proposal 11: Resolution to Authorize the Board of Directors to Issue Equity Without Pre-emptive Rights	G-1	Appendix G: Fixed Dollar Accelerated Share Repurchase Transaction

This Proxy Statement includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terminology such as “may”, “will”, “could”, “should”, “expect”, “anticipate”, “believe”, “estimate”, “predict”, “project”, “forecast”, “continue”, “intend”, “plan”, “potential”, “opportunity”, “guidance”, and similar terms or phrases. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives, business and market outlook, megatrends, priorities, growth, shareholder value, capital expenditures, cash flows, demand for products and services, share repurchases, and Sensata’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results. These statements are subject to risks, uncertainties, and other important factors relating to our operations and business environment, and we can give no assurances these forward-looking statements will prove to be correct. Investors and others should carefully consider the foregoing factors and other uncertainties, risks and potential events including, but not limited to, those described in “Item 1A - Risk Factors” in our most recent Annual Report on Form 10-K and as may be updated from time to time in Item 1A in our quarterly reports on Form 10-Q or other subsequent filings with the SEC. All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law.


Director Independence •11 of 12 director nominees are independent •5 of 5 Board committees are fully independent						Board Leadership •Independent Chairperson •Lead Independent Director to be elected if Chairperson is also the CEO or is a director who does not otherwise qualify as "independent"

Board Refreshment •Ongoing Board succession planning •Annual review of director and committee Chair tenure •Average tenure of independent director nominees is 5.7 years •7 new independent directors since 2020						Board Accountability •All directors are elected annually •Annual Board and Committee self-assessments •Annual Director to Director peer assessments •Simple majority vote standard for uncontested director elections

Board Oversight •Ongoing focus on strategic matters, including through standalone strategy sessions •Robust oversight of risk management •Active engagement in human capital management and CEO succession planning •Regular executive sessions without management						Director Access •Directors may contact any employee directly and receive access to any aspect of the business •Directors regularly meet with the leadership team •Board and Committees may engage independent advisors at their sole discretion

Director Engagement •Board held 8 meetings in 2024 with all current directors attending 100% of Board meetings •Committees held 27 meetings in 2024 with all directors attending greater than 80% of applicable collective meetings •Restriction on the number of other board seats						Director Share Ownership •Five times their annual cash retainer in share value (with a transition period for new directors) •Requirement to retain 50% net after-tax shares upon vesting/exercise until ownership guidelines are met •Directors may not hedge or pledge their common stock


Name	Age(1)	Director Since	Committee Membership(1)					Other Boards(2)
			Audit	Compensation	Finance	Growth & Innovation	Nominating & Corporate Governance
John P. Absmeier*	50	2019				C		0
Daniel L. Black*	65	2021	l	l	l			0
Lorraine A. Bolsinger*	65	2020		C			l	0
Phillip M. Eyler*	54	2024				l	l	1
John Mirshekari*	44	2024			l	l		0
Constance E. Skidmore*	73	2017	C	l			l	1
Steven A. Sonnenberg*	72	2020	l			l		0
Martha N. Sullivan*	68	2013			l	l		0
Andrew C. Teich*	64	2014			l	l	C	1
Jugal Vijayvargiya*	57	2023	l	l				1
Stephan von Schuckmann	50	2025						0
Stephen M. Zide*	65	2010			C			0


* Independent Director	C Committee Chair	l Committee Member
(1) As of April 29, 2025
(2) Number of other public company boards of which the director is currently a member.


7 New directors in the last five years		6 Current or former CEOs	5.7 years Average Tenure
		11 of 12 Independent
60 Average age	42% Gender or ethnically diverse


87% CEO Pay At-Risk	50% Payout Under Annual Incentive Bonus	71% NEO Pay At-Risk
87% CEO Pay At-Risk	55% Equity Awards are Performance-Based
60% Vesting of 2022 PRSUs	55% Equity Awards are Performance-Based


PROPOSAL 1: ELECTION OF DIRECTORS
☑			The Board of Directors unanimously recommends that shareholders vote "FOR" the election or re-election of each nominee.


			JOHN P. ABSMEIER

			Independent Director Joined Board: 2019 Age: 50 Committees: • Growth & Innovation (Chair)


			DANIEL L. BLACK

			Independent Director Joined Board: 2021 Age: 65 Committees: • Audit • Compensation • Finance


			2025 PROXY STATEMENT - PAGE 1


			2025 PROXY STATEMENT - PAGE 2


			2025 PROXY STATEMENT - PAGE 3


			2025 PROXY STATEMENT - PAGE 4


			LORRAINE A. BOLSINGER

			Independent Director Joined Board: 2020 Age: 65 Committees: • Compensation (Chair) • Nominating & Corporate Governance


			PHILLIP M. EYLER

			Independent Director Joined Board: 2024 Age: 54 Committees: • Nominating & Corporate Governance • Growth & Innovation


			JOHN MIRSHEKARI

			Independent Director Joined Board: 2024 Age: 44 Committees: • Growth & Innovation • Finance


			CONSTANCE E. SKIDMORE

			Independent Director Joined Board: 2017 Age: 73 Committees: • Audit (Chair) • Compensation • Nominating & Corporate Governance


			STEVEN A. SONNENBERG

			Independent Director Joined Board: 2020 Age: 72 Committees: • Audit • Growth & Innovation


			MARTHA N. SULLIVAN

			Independent Director Joined Board: 2013 Age: 68 Committees: • Finance • Growth & Innovation


			ANDREW C. TEICH

			Chairman (since 2019) Independent Director Joined Board: 2014 Age: 64 Committees: • Growth & Innovation • Nominating & Corporate Governance (Chair) • Finance


			JUGAL VIJAYVARGIYA

			Independent Director Joined Board: 2023 Age: 57 Committees: • Audit • Compensation


			STEPHEN M. ZIDE

			Independent Director Joined Board: 2010 Age: 65 Committees: • Finance (Chair)


Board of Directors
Oversight of corporate sustainability strategy, initiatives and goals and monitors sustainability risks and opportunities
↕	↕	↕	↕
Audit Committee	Compensation Committee	Growth & Innovation Committee	Nominating and Corporate Governance Committee
Oversees the non-financial disclosures in our Annual Report and financial filings, which includes climate-related disclosures.	Supports the sustainability strategy, which includes the climate strategy, through alignment of Sensata’s incentive plan to the sustainability strategy and ambitions.	Oversees the Company’s growth and product development of our Electrification initiatives, which is the primary climate risk and opportunity for the Company.	Oversees the development of and progress against Sensata’s sustainability strategy (which includes climate matters), whilst also reviewing sustainability-related risks and opportunities.
↕	↕	↕	↕
Sustainability Committee
Decision-making to support Sensata’s sustainability strategy
↕	↕	↕	↕
Sustainability Team
Develop and executes sustainability strategy, initiatives, and goals


Audit Committee
Members: Constance E. Skidmore (C) Daniel L. Black Steven A. Sonnenberg Jugal Vijayvargiya Independence: All members independent Financial Expertise: All meet NYSE financial literacy requirements; Ms. Skidmore and Messrs. Black and Sonnenberg qualify as financial experts Meetings in Fiscal Year 2024: Nine						Key Responsibilities: External Auditor. Appoints our external auditor, subject to shareholder vote as may be required under English law, oversees the external auditor's qualifications, independence and performance, discusses relevant matters with the external auditor, and preapproves audit and permitted non-audit services to be provided by the external auditor and related fees. Financial Reporting. Supervises and monitors our financial reporting and reviews with management and the external auditor the Company's annual and quarterly financial statements. Internal Controls, Financial Risk Disclosure Review and Cybersecurity & Compliance Program Oversight. Oversees our system of internal controls, reviews SEC risk disclosures, oversees cybersecurity and other information technology risks, and oversees our legal, regulatory and ethics compliance programs. Company Policies. Periodically reviews the Company’s Code of Business Conduct and Ethics, Delegation of Authority Policy, Insider Trading Policy, Anti-Corruption and Anti-Bribery Policy and similar Company policies. Related Person Transactions. Reviews and approves transactions between the Company Directors and executive officers and their respective affiliates under the Company’s Related Person Transaction Approval Policy.


Compensation Committee
Members: Lorraine A. Bolsinger (C) Daniel L. Black Constance E. Skidmore Jugal Vijayvargiya Independence: All members independent Meetings in Fiscal Year 2024: Four						Key Responsibilities: Human Capital & Talent Management. Oversees the Company’s culture and human capital management including talent management and succession planning for executive management. Executive Compensation, Reviews, evaluates and sets compensation, and related performance goals and objectives, for our senior executive officers. Incentive and Equity-Based Compensation Plans. Reviews, approves, and makes recommendations to our Board with respect to our incentive and equity-based compensation plans and equity-based awards. Compensation-Related Disclosures. Oversees compliance with our compensation-related disclosure obligations under applicable laws. Director Compensation. Makes recommendations to the Board with respect to compensation of non-executive members of the Board in the framework permitted by the general compensation policy approved by shareholders. Claw-Back Policy. Reviews and administers the Company's Claw-Back Policy.


Finance Committee
Members: Stephen M. Zide (C) Daniel L. Black John Mirshekari Martha N. Sullivan Andrew C. Teich Independence: All members independent Meetings in Fiscal Year 2024: Six						Key Responsibilities: Potential Transactions. Reviews potential transactions, including strategic investments, mergers, acquisitions, and divestitures, oversees debt or equity financings, credit arrangements, and investments. Capital Structure and Deployment. Oversees policies governing capital structure, including dividends and share repurchase programs. Other Financial Strategies. Evaluates ongoing financial strategies.


Growth & Innovation Committee
Members: John P. Absmeier (C) Phillip M. Eyler John Mirshekari Steven A. Sonnenberg Martha N. Sullivan Andrew C. Teich Independence: All members independent Meetings in Fiscal Year 2024: Four						Key Responsibilities: Growth & Innovation Development. Oversees the Company’s technology and innovation initiatives including investments, mergers, and acquisitions related to those initiatives and the impact on the Company’s performance, growth, long-term profitability and competitive position. New Technology Oversight. Reviews new technologies, processes and competitive trends that may have a material impact on the Company or may require significant change to the Company’s strategy.


Nominating & Corporate Governance Committee
Members: Andrew C. Teich (C) Lorraine A. Bolsinger Phillip M. Eyler Constance E. Skidmore Independence: All members independent Meetings in Fiscal Year 2024: Four						Key Responsibilities: Board and Committee Evaluation. Oversees the annual Board & Committee self-evaluation process. Skills & Independence. Supervises the annual review of director skills, characteristics and Board independence. Director Nomination, Composition, and Succession Planning. Makes recommendations to the Board regarding director selection criteria for open Board positions, reviews background information on potential candidates and makes recommendations to the Board regarding director appointments. Assesses Board composition, director tenure and succession time lines. Board Composition & Committee Membership. Periodically reviews the scope and composition of our Board and its committees and makes recommendations to the Board with respect to committee assignments and rotation. Corporate Governance. Advises the Board on corporate governance matters pursuant to the Company’s governance guidelines. Risk Oversight. Oversees risk assessment and the Company’s enterprise risk management process. ESG. Oversees the Company’s ESG program and initiatives. Other Matters. Oversees conflicts, director education, Board & Committee attendance and annual review of Committee Charters.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
John Absmeier	$	118,333	$	175,000	$	293,333
Daniel Black	$	129,000	$	175,000	$	304,000
Lorraine Bolsinger	$	134,646	$	175,000	$	309,645
John Mirshekari	$	96,667	$	175,000	$	271,666
Constance Skidmore	$	147,500	$	175,000	$	322,500
Steven Sonnenberg	$	120,000	$	175,000	$	295,000
Martha Sullivan(2)	$	44,167	$	0	$	44,167
Andrew Teich	$	271,000	$	175,000	$	446,000
Jugal Vijayvargiya	$	123,167	$	175,000	$	298,166
Stephen Zide	$	117,500	$	175,000	$	292,500
Phillip Eyler(3)	$	56,042	$	160,424	$	216,466


Lynne J. Caljouw, Executive Vice President and Chief Human Resources Officer		Age 51
	Ms. Caljouw currently leads the Human Resources and Communications functions and was named Executive Vice President and Chief Human Resources Officer in April 2025 after previously serving as Executive Vice President and Chief Administrative Officer beginning in January 2023. She served as Senior Vice President and Chief Human Resources Officer from June 2020 through December 2022. She joined Sensata in October 2014 as a Senior Director, Human Resources supporting the Sensors business and was promoted in 2016 to the role of Vice President, Human Resources supporting the Automotive, CTO, Heavy Vehicle and Off-Road (HVOR) & Control Solutions businesses. In late 2016, her role expanded to include ownership of Talent Acquisition, and in 2017 she added HR services to her responsibilities, bringing oversight to the end-to-end employee experience. In 2018, Ms. Caljouw added HR leadership of the Finance, HR, IT, and Legal teams to her responsibilities, and in late 2019, she started leading the Compensation, Benefits and HRIS teams. Before joining Sensata, Ms. Caljouw served in various HR leadership roles at Sears Holdings Corporation and The Gillette Company. She has a B.A. in Psychology from Dickinson College, a Master of Science in College Student Development and Counseling from Northeastern University and a Master of Business Administration in Global Management from the University of Phoenix.
Brian K. Roberts, Executive Vice President and Chief Financial Officer		Age 54
	Mr. Roberts was appointed Executive Vice President and Chief Financial Officer in November 2023. He has broad financial, operational, and leadership experience. Mr. Roberts most recently served as Chief Executive Officer of Tarve Therapeutics, a private venture backed oncology company, which he joined initially in the role of Chief Financial Officer in 2018. He has more than a decade of extensive public company experience including as CFO at Insulet Corporation (NASDAQ:PODD), a high-growth medical technology business from 2009 to 2014, and in various leadership roles including as CFO at Digitas, Inc (NASDAQ: DTAS), a marketing and technology services business from 2001 to its acquisition in 2007. Mr. Roberts also has significant public company Board experience including serving as Chair of the Audit Committee and Board member for ViewRay, Inc. since 2015. He also held leadership roles in several other companies including as Chief Operating and Financial Officer of Averdo, Inc., a pharmaceutical and medical device company, as VP Finance at Idiom Technologies, a provider of globalization software, and as U.S. Controller of Monitor Company. Mr. Roberts started his career at Ernst & Young LLP and is a Certified Public Accountant. He holds a Bachelor of Science in Accounting Finance from Boston College.
David K. Stott, Senior Vice President, General Counsel		Age 42
	Mr. Stott was appointed Senior Vice President, General Counsel in August 2023. From October 2022 to August 2023, Mr. Stott was Vice President, General Counsel. Prior to this position, Mr. Stott served as Assistant General Counsel, M&A, supporting Sensata’s growth and megatrend initiatives beginning in December 2020. Mr. Stott began his legal career by clerking for the Honorable Barbara S. Jones, U.S. Federal District Court for the Southern District of New York. He then practiced law with Cravath, Swaine & Moore in New York City and London and with Latham & Watkins in Houston. Mr. Stott brings a wealth of global transactional experience, with over $30 billion in acquisitions and divestitures in over 20 countries and more than 45 debt and equity offerings. He spent several years as in-house counsel in the energy industry where he gained further wide-ranging corporate, compliance and international experience before joining Sensata in December 2020. Mr. Stott holds a B.A. in Political Science from Brigham Young University and a J.D., magna cum laude, from the BYU Law School. He also is a frequent speaker at legal and compliance conferences.


George Verras, Executive Vice President and Chief Technology Officer		Age 53
	Mr. Verras was appointed Executive Vice President, Chief Technology Officer in May 2022. From May 2022 until April 2023, Mr. Verras also oversaw our Sensing Solutions business. Previously, he served as Senior Vice President, Chief Technology Officer from 2021 to May 2022, as Vice President, Sensata Ventures from 2019 to 2021, and as Vice President and General Manager of HVOR from 2015 to 2019. Mr. Verras joined Sensata's predecessor company, Texas Instruments, in 1994 where he served in various design engineering roles. He was named Operations Director in January 2013, Design Engineering and Product Management Director in December 2013 and Senior Director and Integration Manager of HVOR in 2014. Mr. Verras holds a Bachelor’s degree in Mechanical Engineering from the University of Connecticut and a Master of Business Administration from Babson College.
Brian J. Wilkie, Executive Vice President, Performance Sensing, Vehicle Business Unit		Age 49
	Mr. Wilkie was appointed Executive Vice President, Performance Sensing, Vehicle Business Unit effective July 1, 2024, after previously serving as Executive Vice President, Sensing Solutions & Insights beginning April 1, 2024 and Senior Vice President, Sensing Solutions beginning April 1, 2023. He joined Sensata in January 1998 as a Design Engineer and assumed several roles of increasing responsibility across Engineering: In 2005, Mr. Wilkie was promoted to Engineering Manager; in 2011, he was promoted to Engineering Director; in 2014, he was promoted to Director, Global Design Engineering; and in 2016, he was promoted to Senior Director, Global Design Engineering and Product Management. Mr. Wilkie led global Design Centers of Excellence for two of our major product families, APT and MSG, and holds two patents in Occupant weight sensing and MSG. In 2019, he leveraged his engineering excellence and took on a new role, Senior Director, M&A Integration, overseeing the successful integration of GIGAVAC, Sensata's high-power relay and power contactors business. In 2020, he took over leadership of Sensata's HVOR business as Group Vice President, and in 2022 moved to lead Sensata's Clean Energy and Insights businesses. He spearheaded the Group's transformation to Electrification and delivered strong commercial success. Mr. Wilkie holds a Bachelor of Science degree in Mechanical Engineering from Worcester Polytechnic Institute (WPI).


Named Executive Officers
Jeffrey J. Cote(1)			Former President & Chief Executive Officer ("CEO")
Martha N. Sullivan(2)			Former Interim President & CEO
Brian K. Roberts			Executive Vice President and Chief Financial Officer ("CFO")
Lynne J. Caljouw			Executive Vice President and Chief Human Resources Officer
George Verras			Executive Vice President, Chief Technology Officer
Brian J. Wilkie			Executive Vice President, Performance Sensing, Vehicle Business Unit


I.	Executive Summary	28
	Business Vision and Strategy	28
	Business Performance	28
	Incentive Compensation Performance Highlights	28
II.	Executive Compensation Overview	29
	Compensation Philosophy and Objectives	29
	Compensation Best Practices	29
	Key Features of Our Executive Compensation Program	30
	2024 Compensation Program Performance	31
	2024 Say on Pay Vote and Response to Shareholders’ Feedback	31
III.	Executive Transitions	31
	Retirement Compensation for Jeffrey Cote’s Service as President & CEO	32
	Compensation Arrangement for Martha Sullivan’s Service as Interim President & CEO	32
	Retention Grants for Named Executive Officers	32
	Cash Bonus for Certain Named Executive Officers	32
	Amendment to Award Agreements with Brian Roberts	32
IV.	Elements of Executive Compensation	33
	Pay Mix	33
	Base Salary	33
	Annual Incentive Bonus	34
	Equity Compensation	36
	Retirement, Severance and Other Benefits	#
V.	Compensation Risk Controls	#
	Stock Ownership Policy	#
	Anti-hedging/Anti-pledging Policy	#
	Claw-back Policy	#
VI.	Process and Procedure for Determining Executive Compensation	#
	Role and Function of the Compensation Committee	#
	Role of Officers in Determining Compensation	#
	Compensation Benchmarking and Survey Data	#
VII.	Employment Agreements	#
VIII.	Risk Management and Assessment	#
IX.	Compensation Committee Report	42