Sensata Technologies Holding plc DEF 14A, filed Apr 29, 2024

Sensata Technologies Holding plc (ST)

DEF 14A 2024-04-29 For: 2024-06-11

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Added on June 12, 2026

About this DEF 14A

Sensata Technologies Holding plc filed this DEF 14A on April 29, 2024.

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Sensata Technologies Holding plc
NOTICE OF THE 2024 ANNUAL MEETING
WHEN:			Tuesday, June 11, 2024 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 22, 2024
Items of Business:
Our proxy materials are first being distributed or made available to shareholders on or around April 29, 2024. At the Annual Meeting, you will be asked to consider and vote on the resolutions set forth under Proposals 1 to 12 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 82 and Appendixes A, B, C, D, E and F of this proxy statement. For the purposes of English law, the full text of each resolution is set out in the "Shareholder Resolutions for 2024 Annual General Meeting" section on page 75 of this proxy statement. The Company’s UK annual reports and accounts for the year ended December 31, 2023, 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 78 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	Appointment of UK Statutory Auditor	☑ FOR
Proposal No. 6	Authorization of the Audit Committee to Determine U.K. Statutory Auditor Compensation	☑ FOR
Proposal No. 7	Approval of Receipt of 2023 Annual Report and Accounts	☑ FOR
Proposal No. 8	Approval of Forms of Share Repurchase Contracts and Share Repurchase Counterparties	☑ FOR
Proposal No. 9	Authorization of the Board to Issue Equity Securities	☑ FOR
Proposal No. 10	Authorization of the Board to Issue Equity Securities without Rights of Pre-emption	☑ FOR
Proposal No. 11	Authorization of the Board to Issue Equity Securities Under Equity Incentive Plans	☑ FOR
Proposal No. 12	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. 1-7, 9 and 11 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. 8, 10 and 12 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 22, 2024, 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 22, 2024, 150,738,907 ordinary shares of the Company were issued and outstanding. After April 22, 2024, 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 10, 2024.
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, 2023 (including the Annual Report on Form 10-K for the year ended December 31, 2023), 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 2024 ANNUAL MEETING
This proxy statement, our Annual Report for the year ended December 31, 2023 (the Annual Report on Form 10-K for the year ended December 31, 2023), our UK Annual Report and Accounts for the year ended December 31, 2023, 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, 2024
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



SENSATA TECHNOLOGIES HOLDING PLC
2024 Notice of Annual Meeting of Shareholders & Proxy Statement


1 Resolution Nos. 1-7, 9 and 11 will be proposed as ordinary resolutions and resolutions No. 8, 10 and 12 will be proposed as special resolutions. 2 A separate resolution will be proposed for each director.


Table of Contents
1	Proxy Summary	69	Director Compensation
6	Proposal 1: Election of Directors	70	Certain Relationships and Related-Person Transactions
7	Identifying and Evaluating Director Nominees
9	Director Nominees	70	Shareholders' Requests Under Section 527 of the U.K. Companies Act
14	Corporate Governance
17	Board Meetings, Committees of the Board and Board Leadership Structure	71	Security Ownership of Certain Beneficial Owners and Management
20	Proposal 2: Advisory Resolution on Executive Compensation	72	Proposals for the 2025 Annual General Meeting of Shareholders
21	Executive Officers	73	Solicitation of Proxies
24	Compensation Discussion and Analysis	73	General and Householding of Proxy Materials
40	Compensation Committee Report	74	Other Matters
41	Tables and Narrative Disclosure	75	Shareholder Resolutions for 2024 Annual General Meeting
56	Proposal 3: Ratification of the Appointment of our Independent Registered Public Accounting Firm
		78	Questions and Answers About the Annual Meeting
56	Audit and Non-Audit Fees
57	Pre-Approval Policies and Procedures	A-1	Appendix A: Directors' Compensation Report
57	Audit Committee Report	B-1	Appendix B: Reconciliation of Non-GAAP Financial Measures
58	Proposal 4: Advisory Resolution on Directors' Compensation Report
		C-1	Appendix C: Rule 10B-18 Repurchase Contract
59	Proposal 5: Appointment of U.K. Statutory Auditor	D-1	Appendix D:Rule 10B5-1 Repurchase Plan
60	Proposal 6: Authorization of the Audit Committee to Determine U.K. Statutory Auditor's Remuneration	E-1	Appendix E: Issuer Stock Repurchase and 10B5-1 Trading Plan
61	Proposal 7: Resolution to Receive the 2023 Annual Report and Accounts	F-1	Appendix F: Fixed Dollar Accelerated Share Repurchase Transaction
62	Proposal 8: Resolution to Approve Form of Share Repurchase Contracts and Repurchase Counterparties
64	Proposal 9: Ordinary Resolution to Authorize the Board of Directors to Issue Equity Securities
65	Proposal 10: Resolution to Authorize the Board of Directors to Issue Equity Without Pre-emptive Rights
67	Proposal 11: Ordinary Resolution to Authorize the Board of Directors to Issue Equity Securities under our Equity Incentive Plans
68	Proposal 12: Resolution to Authorize the Board of Directors to Issue Equity Securities under our Equity Incentive Plans Without Pre-emptive Rights

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 •9 of 10 director nominees are independent •4 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 5.8 years •6 new independent directors since 2019						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 5 meetings in 2023 with all directors attending 100% of Board meetings •Committees held 26 meetings in 2023 with all directors attending greater than 89% of applicable 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


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


6 New directors in the last five years		3 Current or former CEOs	5.8 years Average Tenure
		9 of 10 Independent
59 Average age	50% Gender or ethnically diverse


87% CEO Pay At-Risk	0 - 28% Payout Under Annual Incentive Bonus	71% NEO Pay At-Risk
87% CEO Pay At-Risk	55% Equity Awards are Performance-Based
74% Vesting of 2021 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.


			Andrew C. Teich Chairman (since 2019) Independent Director since 2014 Age: 63 Committees: • Growth & Innovation • Nominating & Corporate Governance (Chair)


			John P. Absmeier Independent Director since 2019 Age: 49 Committees: • Audit • Growth & Innovation


			2024 PROXY STATEMENT - PAGE 1


			2024 PROXY STATEMENT - PAGE 2


			2024 PROXY STATEMENT - PAGE 3


			2024 PROXY STATEMENT - PAGE 4


			Daniel L. Black Independent Director since 2021 Age: 63 Committees: • Audit • Compensation • Finance


			Lorraine A. Bolsinger Independent Director since 2020 Age: 64 Committees: • Compensation (Chair) • Nominating & Corporate Governance • Finance


			John Mirshekari Independent Director since 2024 Age: 43 Committees: • Growth & Innovation • Finance


			Constance E. Skidmore Independent Director since 2017 Age: 72 Committees: • Audit (Chair) • Compensation • Nominating & Corporate Governance


			Steven A. Sonnenberg Independent Director since 2020 Age: 71 Committees: • Audit • Growth & Innovation


			Martha N. Sullivan Director since 2013 Age: 67 Committees: • Growth & Innovation (Chair) • Finance


			Jugal Vijayvargiya Independent Director since 2023 Age: 56 Committees: • Compensation • Nominating & Corporate Governance


			Stephen M. Zide Independent Director since 2010 Age: 64 Committees: • Finance (Chair)


Audit Committee
Members: Constance E. Skidmore (C) John P. Absmeier Daniel L. Black Steven A. Sonnenberg 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 2023: Ten						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 2023: Five						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 Lorraine A. Bolsinger John Mirshekari Martha N. Sullivan Andrew C. Teich Independence: All members independent Meetings in Fiscal Year 2023: Three						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: Martha N. Sullivan (C) John P. Absmeier John Mirshekari Steven A. Sonnenberg Andrew C. Teich Independence: All members independent except for Ms. Sullivan Meetings in Fiscal Year 2023: 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 Constance E. Skidmore Jugal Vijayvargiya Independence: All members independent Meetings in Fiscal Year 2023: 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.


Lynne J. Caljouw, Executive Vice President and Chief Administrative Officer		Age 50
	Ms. Caljouw was appointed Executive Vice President and Chief Administrative Officer in January 2023, leading the Human Resources, Communications and Legal functions. Prior to that, 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, HVOR & Control Solutions businesses. In late 2016, her role expanded to include ownership of Talent Acquisition, and in 2017 she added Talent Management and 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 53
	Mr. Roberts was appointed Executive Vice President and Chief Financial Officer in November 2023. Mr. Roberts 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. Mr. Roberts has 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.
Jennifer L. Slater, Executive Vice President, Performance Sensing, Vehicle Business Unit		Age 49
	Ms. Slater was appointed Executive Vice President, Performance Sensing, Vehicle Business Unit effective April 1, 2024, after serving as Senior Vice President, Automotive & Aftermarket beginning April 1, 2023. Ms. Slater joined Sensata in September 2022 as the Vice President and General Manager of Sensata’s Heavy Vehicle and Off-Road business. Prior to joining Sensata, Ms. Slater served as the Group Vice President and General Manager, Global OE and Products for Clarios, formerly Johnson Controls Power Solutions. In this role she was responsible for transforming the business to meet the emerging Global Automotive needs of vehicle electrification and autonomy. She lead the global business for the Original Equipment customers to develop and execute global new product strategies for the entire product life cycle, including Aftermarket. From 2016 to 2019, Ms. Slater served as Vice President and General Manager OE, Americas and APAC. Prior to joining Clarios, Ms. Slater served in various leadership capacities at Visteon, Johnson Controls and Woodbridge in the areas of general management, engineering, finance, sales, product management and strategy. Ms. Slater holds a Bachelor of Science in Mechanical Engineering from the University of Michigan at Dearborn and a Master of Business Administration from Walsh College. Ms. Slater was a 2017 STEP Ahead winner, that recognizes Women in Manufacturing by The Manufacturing Institute.


David K. Stott, Senior Vice President, General Counsel		Age 41
	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. Mr. Stott 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 52
	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. Mr. Verras previously served as Senior Vice President, Chief Technology Officer from 2021 in addition to his responsibilities as Senior Vice President, Sensata Ventures, which began in September 2019. Mr. Verras previously served as Vice President, Sensata Ventures from 2019 to 2021 and Vice President and General Manager of Heavy Vehicle and Off-Road from November 2015 to September 2019. Mr. Verras joined Sensata's predecessor company, Texas Instruments, in 1994 and 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 August 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, Sensing Solutions & INSIGHTS		Age 48
	Mr. Wilkie was appointed Executive Vice President, Sensing Solutions & INSIGHTS effective April 1, 2024, after previously serving as Senior Vice President, Sensing Solution beginning April 1, 2023. Mr. Wilkie 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, Mr. Wilkie 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 contractors business. In 2020, he took over leadership of Sensata's Heavy Vehicle and Off-Road (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)			Chief Executive Officer ("CEO") and President
Brian K. Roberts			Executive Vice President and Chief Financial Officer ("CFO")
Paul S. Vasington(2)			Former Executive Vice President and CFO
Lynne J. Caljouw			Executive Vice President, Chief Administrative Officer
Jennifer L. Slater			Executive Vice President, Performance Sensing, Vehicles Business Unit
George Verras			Executive Vice President, Chief Technology Officer


•Net revenue increased 0.6% to $4.054 billion			•ROIC improved 40 bps to 9.7%
•Electrification revenue of ~$700 million, an increase of ~50% from 2022			•Reduced greenhouse gas intensity by >6.5%, achieving our 2023 goal
•Awarded $660 million in new business with greater than 50% in Electrification			•Returned capital to shareholders with $88 million in share repurchases
•Repaid $850 million in debt and reduced net leverage to 3.2x compared to 3.4x in 2022			•Raised quarterly dividend payment to shareholders to $0.12 per share


(1)			Adjusted Operating Income and Adjusted Free Cash Flow are non-GAAP measures that are used to help evaluate the success of our NEOs, as they are the performance criteria associated with our "pay at risk" compensation programs. They are also measures that that management uses to evaluate our business performance. A reconciliation of (i) Adjusted Operating Income to Operating Income and (ii) Adjusted Free Cash Flow to Net Cash Provided by Operating Activities is included in Appendix B.
(2)			Relative TSR is the Company's TSR performance relative to the Automotive and Investor Relations peer group described on page 37.
(3)			ROIC is a non-GAAP measure that we define as Adjusted Earnings before Interest divided by Total Invested Capital. Adjusted Earnings before Interest is defined as net income, determined in accordance with U.S. GAAP, adjusted to exclude interest expense, as well as the following non-GAAP items, which comprise income or expense amounts recognized in connection with the following: depreciation and amortization related to the step-up to fair value of assets obtained through business combinations, amounts related to debt financings and other transactions, amounts related to restructuring, exit, and other activities, deferred gains or losses on our commodity forward contracts, and deferred income and other tax amounts. Total Invested Capital is defined as the trailing five quarter average of the sum of shareholders' equity, long-term debt, net deferred tax liabilities, and long-term finance lease and other financing obligations.


*			Target Pay is defined as the sum of base salary, annual incentive bonus target, the target grant date fair value of PRSUs and the grant date fair value of options and RSUs awarded over the three-year period from 2021 to 2023.

**			Realizable Pay is defined as the sum of base salary, actual annual incentive bonus payout, and expected value of LTI awarded over the three-year period from 2021 to 2023. Expected value of LTI is market value of unvested RSUs (number of units times fiscal year 2023 closing price of our ordinary shares), market value of unexercised options (number of options times excess, if any, between fiscal year 2023 closing price of our ordinary shares and exercise price), and market value of unvested PRSUs (number of units expected to vest, taking into consideration actual performance versus targets, times fiscal year 2023 closing price of our ordinary shares).


2023			•Altered the metric weightings under the Annual Incentive Bonus, resulting in a mix of 37.5% Adjusted Operating Income, 37.5% Adjusted Free Cash Flow, and 25.0% Performance Scorecard •Updated the PRSU design to be 50% relative TSR and 50% ROIC •Removed Senior Vice Presidents (including the NEOs) and above from annual merit-based salary increase eligibility and will be eligible for market adjustments based on the scope of their role going forward

2024			•Changed Annual Incentive Bonus plan metric from Adjusted Operating Income to Adjusted Operating Income Margin Index •Removed the Performance Scorecard from the Annual Incentive Bonus resulting in Adjusted Operating Income Margin Index and Adjusted Free Cash Flow each accounting for 50% of the Annual Incentive Bonus