Sensata Technologies Holding plc DEF 14A, filed Apr 13, 2023

Sensata Technologies Holding plc (ST)

DEF 14A 2023-04-13

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Added on June 12, 2026

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Sensata Technologies Holding plc filed this DEF 14A on April 13, 2023.

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Sensata Technologies Holding plc
NOTICE OF THE 2023 ANNUAL MEETING
WHEN:			Thursday, May 25, 2023 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:			March 30, 2023
Items of Business:
Our proxy materials are first being distributed or made available to shareholders on or around April 13, 2023. 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 78 and Annexes 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 2023 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, 2022, 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	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 2022 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
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.


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 Thursday, March 30, 2023, 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 Thursday, March 30, 2023, 152,517,677 ordinary shares of the Company were issued and outstanding. After March 30, 2023, 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 our Investor Relations department at jsayer@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 May 24, 2023.
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, 2022 (including the Annual Report on Form 10-K for the year ended December 31, 2022), 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.


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 ANNUAL MEETING
This proxy statement, our Annual Report for the year ended December 31, 2022 (the Annual Report on Form 10-K for the year ended December 31, 2022), our UK Annual Report and Accounts for the year ended December 31, 2022, 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 13, 2023
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


Table of Contents
1	Proxy Summary	70	Director Compensation
5	Proposal 1: Election of Directors	71	Certain Relationships and Related-Person Transactions
5	Identifying and Evaluating Director Nominees
8	Director Nominees	71	Shareholders' Requests Under Section 527 of the U.K. Companies Act
13	Corporate Governance
16	Board Meetings, Committees of the Board and Board Leadership Structure	72	Security Ownership of Certain Beneficial Owners and Management
19	Proposal 2: Advisory Resolution on Executive Compensation	73	Delinquent Section 16(a) Reports
		74	Proposals for the 2024 Annual General Meeting of Shareholders
20	Executive Officers
22	Compensation Discussion and Analysis	74	Solicitation of Proxies
39	Compensation Committee Report	74	General and Householding of Proxy Materials
40	Tables and Narrative Disclosure	75	Other Matters
55	Proposal 3: Ratification of the Appointment of our Independent Registered Public Accounting Firm	76	Shareholder Resolutions for 2023 Annual General Meeting

56	Audit and Non-Audit Fees	79	Questions and Answers About the Annual Meeting
56	Pre-Approval Policies and Procedures	A-1	Appendix A: Directors' Compensation Report
56	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 2022 Annual Report and Accounts
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
66	Proposal 10: Resolution to Authorize the Board of Directors to Issue Equity Without Pre-emptive Rights
68	Proposal 11: Ordinary Resolution to Authorize the Board of Directors to Issue Equity Securities under our Equity Incentive Plans
69	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.



SENSATA TECHNOLOGIES HOLDING PLC
2023 Notice of Annual Meeting of Shareholders & Proxy Statement


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.


Director Independence •7 of 9 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 4.8 years •4 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 2022 with all directors attending 100% of Board meetings •Committees held 25 meetings in 2022 with all directors attending greater than 90% 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.


5 New directors in the last five years		3 Current or former CEOs	5.9 years Average Tenure
		7 of 9 Independent
61 Average age	44% Gender or ethnically diverse


86% CEO Pay At-Risk	60% Payout Under Annual Incentive Bonus	75% NEO Pay At-Risk
86% CEO Pay At-Risk	55% Equity Awards are Performance-Based
82% Vesting of 2020 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
Director Since: 2014 Age: 62 Committees: •Finance •Growth & Innovation •Nominating & Corporate Governance (Chair)						Mr. Teich began serving as the Chairman of our Board in July 2019 and has served as a director of the Company since May 2014. In June 2017, after 33 years with the company, Mr. Teich retired as the President and Chief Executive Officer of FLIR Systems, Inc. ("FLIR"), a position he had held since 2013. FLIR is a designer, manufacturer, and marketer of thermal imaging and stabilized airborne camera systems for a wide variety of applications in the commercial, industrial, and government markets. Mr. Teich joined FLIR in 1999 as Senior Vice President, Marketing, and held various positions within FLIR since that time, including President of Commercial Vision Systems and President of Commercial Systems. Prior to joining FLIR, Mr. Teich held various positions at Inframetrics, Inc. (acquired by FLIR in 1999), including Vice President of Sales and Marketing. Mr. Teich served on the board of directors of FLIR from July 2013 until his retirement in June 2017. Mr. Teich has been a director of Resideo Technologies, a global provider of smart home solutions, since 2018. He currently serves as Resideo's lead independent director, Chair of the Innovation and Technology Committee and member of the Compensation and Nominating and Governance Committees. Mr. Teich is a seasoned executive who brings to the Board relevant industry experience combined with sales and marketing skills. Mr. Teich has been involved in more than 25 technology company acquisitions and is listed as an inventor on more than 50 patents.
Jeffrey J. Cote
Director Since: 2020 Age: 56 Committees: None						Mr. Cote has served as a director and the Chief Executive Officer & President of the Company since March 1, 2020. He was appointed President in January of 2019 and previously served as Chief Operating Officer from July 2012 until January 2019. In addition to his role as Chief Operating Officer, he served as Executive Vice President, Sensing Solutions from November 2015 to January 2019. He served as Executive Vice President and Chief Administrative Officer from January 2011 through July 2012. Mr. Cote assumed the role of Interim Chief Financial Officer following Robert Hureau's resignation in April 2013, and served in that role until Paul Vasington's appointment as Chief Financial Officer in February 2014. Mr. Cote served as Senior Vice President and Chief Financial Officer of STI from January 2007 through July 2007, and Executive Vice President and Chief Financial Officer of STI from July 2007 through our initial public offering. From March 2005 to December 2006, Mr. Cote was Chief Operating Officer of the law firm Ropes & Gray. From January 2000 to March 2005, Mr. Cote was Chief Operating and Financial Officer of Digitas. Previously he worked for Ernst & Young LLP. Mr. Cote has been a director of Trinseo S.A., a global materials solutions provider, since 2014, where he serves as a member of the Audit Committee and the Environmental, Health, Safety, Sustainability and Public Policy Committee. Mr. Cote brings to the Board significant senior leadership and operational, industry, administrative, financial and technical experience. He is a 16-year veteran of the Company and has extensive knowledge of our business.


John P. Absmeier
Director Since: 2019 Age: 48 Committees: •Audit •Growth & Innovation						Mr. Absmeier has served as a director of the Company since March 2019. Mr. Absmeier has been the Chief Technology Officer of Woven Planet Holdings, Inc., a subsidiary of Toyota Motor Corporation, focused on innovating secure, connected mobility solutions, since July 2022. As Chief Technology Officer, Mr. Absmeier oversees Woven Planet's technical direction, engineering teams and security and IT divisions. Prior to joining Woven Planet, Mr. Absmeier served as Chief Technology Officer of Lear Corporation ("Lear"), a public company and leading supplier of automotive technology including seating and electrical and electronic systems from June 2018 to January 2022. As Chief Technology Officer, Mr. Absmeier led all aspects of Lear’s technology and innovation efforts as well as corporate strategy, reporting to the President and Chief Executive Officer. Prior to joining Lear, he was Vice President of Smart Machines at Samsung Electronics from November 2015 through May 2018. While at Samsung, he led the company’s acquisition of Harman International and in May 2017, became the Senior Vice President and General Manager of the ADAS/Autonomous business unit at Harman. Prior to joining Samsung, Mr. Absmeier was with Delphi Corporation for 19 years, where he held several positions of increasing responsibility. In 2014 he was named as one of the top 40 automotive executives under the age of 40 by Automotive News. From October 2012 to November 2015, he was Managing Director - Delphi Labs @Silicon Valley and Autonomous Driving, and from October 2006 to October 2012, Business Director – Electronic Controls, Asia Pacific. Also during his time at Delphi, Mr. Absmeier held several roles in the areas of hybrid and electric vehicles, fuel cells and telematics. Mr. Absmeier holds a M.S. in Mechanical Engineering and Management of Technology from the University of California, Berkeley, and a B.S. in Mechanical Engineering from Purdue University. Before launching his business career, Mr. Absmeier served over eight years with the United States Marine Corps, during which he was meritoriously promoted and awarded multiple honors for outstanding performance. Mr. Absmeier has been a director of the California Mobility Center, a nonprofit organization that orchestrates commercially meaningful interactions between future mobility early-stage companies and industry-leading members, since 2020, where he also serves as a member of the Audit Committee. He began serving as a director of Voltaiq, a private company battery intelligence software provider, in 2022. Mr. Absmeier brings to the Board significant experience in and knowledge about the industries we serve. He also brings a detailed understanding of the autonomous vehicle market and related technologies and insight into the future direction of technology development in our industries.
Daniel L. Black
Director Since: 2021 Age: 62 Committees: •Audit •Compensation •Finance						Mr. Black has served as a director since January 2021. Mr. Black has been a Managing Partner at The Wicks Group, a private equity firm focused on tech enabled business and consumer services companies, since 2005. As a Managing Partner at Wicks, Mr. Black is involved in all investment and management activities and serves on the boards of its portfolio companies. Prior to becoming Managing Partner, Mr. Black served as Principal from 2003 through 2005. Prior to The Wicks Group, Mr. Black was a Managing Director and Co-Head of Merchant Banking at BNY Capital Markets (a subsidiary of The Bank of New York), where his career spanned 21 years in executive management positions, from 1982 through 2003. Mr. Black has served as a Trustee for the Advent Convertible Securities Fund (an $850 million public closed-end fund) since 2005 where he serves on the Audit and Nominating & Governance Committees. He has also been a member of the Dartmouth College Board of Trustees since 2019 and served on the executive board of Harlem Lacrosse and Leadership, a not-for-profit educational organization, from 2014-2021. Mr. Black holds a B.A. in Government from the Dartmouth College. Mr. Black brings decades of experience in key areas critical to the Company’s future operations and strategy, such as global experience in finance, mergers & acquisitions, and corporate governance. He is also skilled in digital transformation strategy.


Lorraine A. Bolsinger
Director Since: 2020 Age: 63 Committees: •Audit •Compensation (Chair) •Finance						Ms. Bolsinger has served as a director of the Company since March 2020. Ms. Bolsinger retired from General Electric Company, a diversified technology and financial services company, in 2017 where she served for more than 37 years leading multiple divisions of GE across power and aviation, as well as holding senior-level officer roles. From 2016 through her retirement in 2017, Ms. Bolsinger served as Vice President, GE Corporate Accelerated Leadership Program. From 2013 through 2016, she served as President and Chief Executive Officer, GE Distributed Power and from 2008 through 2012, she served as President and Chief Executive Officer, GE Aviation Systems. During her early years at GE, Ms. Bolsinger established herself as a business builder and was promoted through various managerial and leadership roles to become Corporate Officer in 1999, as one of the youngest and first female executives to be named in that capacity. Ms. Bolsinger is a frequent public speaker and has been a career-long advocate for women in STEM and leadership roles. She is a Trustee and Audit Committee Chair of Worchester Polytechnic Institute and has been a Leader in Residence at the GE Management Development Institute, educating and mentoring high potential young executives. She is a member of the Society of Women Engineers and serves on the board of Lake Sunapee Protective Association, a nonprofit organization dedicated to preserving and enhancing the special environment of the Lake Sunapee region in western New Hampshire. Ms. Bolsinger brings to the Board extensive senior leadership, operational, industry, and technical experience. She has experience developing worldwide strategic relationships with commercial, government and military partners. She also has significant experience in environmental sustainability strategies and executive talent development.
Constance E. Skidmore
Director Since: 2017 Age: 71 Committees: •Audit (Chair) •Compensation •Nominating & Corporate Governance						Ms. Skidmore has served as a director of the Company since May 2017. Ms. Skidmore retired from PricewaterhouseCoopers ("PwC") in 2009, after serving for over two decades as a partner, including a term on its governing board. Ms. Skidmore has served on the board of directors of Comfort Systems USA, Inc., a HVAC supply company, since 2012. She also served on the board of directors of ShoreTel, Inc., a telecommunications company, from 2014 until September 2017, when it was sold to Mitel. Ms. Skidmore has served on the board of Proterra, Inc. since 2019. In 2021, Proterra became publicly listed through a transaction with ArcLight Clean Transition Corp., a special purpose acquisition company. She also serves on the board of directors of several other privately-held and non-profit companies, including the V Foundation for Cancer Research and Viz Kinect. Ms. Skidmore holds a B.S. in psychology from Florida State University, and a M.S. in taxation from Golden Gate University. Ms. Skidmore brings to the Board more than 30 years of experience in accounting and finance and significant experience and knowledge in talent management and strategic planning. Ms. Skidmore also brings corporate governance expertise through her directorship roles in other public companies, including service on audit committees.


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Steven A. Sonnenberg
Director Since: 2020 Age: 70 Committees: •Growth & Innovation •Nominating & Corporate Governance						Mr. Sonnenberg has served as a director of the Company since March 2020. Mr. Sonnenberg retired in 2019 from Emerson Electric Co., a manufacturer of products for industrial, commercial and consumer markets through its network power, process management, industrial automation, climate technologies, and tools and storage businesses. In 2018, he became Senior Advisor, Emerson Automation Solutions until his retirement in 2019. In that role, he worked in the areas of leadership development and senior customer relations. From 2016 through 2018, Mr. Sonnenberg served as Chairman of Emerson's Automation Solutions business, which assists manufacturers to maximize performance through Emerson's industry-leading portfolio of technologies to measure, control, optimize and power their operations. In that role, he also advised on large acquisitions and on the development of the company's highest-level customer relationships. From 2008 through 2016, he served as President of Emerson's $8.5 billion Process Management Group, a worldwide 40,000 employee, eight business unit manufacturer of automation products for process industries. For more than 13 years prior, Mr. Sonnenberg managed various Emerson affiliated companies with operations throughout Asia and Europe. Mr. Sonnenberg has been a director of Steel Dynamics, Inc., a public company which is one of the largest steel producers in North America, since 2018, where he serves on the Audit Committee and Corporate Governance and Nominating Committee. He has also served on the board of Tennant Company, a public company specializing in the design, manufacture and sale of nonresidential floor maintenance, since 2005, where he is currently the Chairman, chairs the Executive Committee, and serves on the Audit and Governance Committees. Mr. Sonnenberg is also on the Board of Trustees of Dunwoody College of Technology. Mr. Sonnenberg brings to the Board significant senior leadership, operational, industry, and technical experience. He has overseen major new product development efforts in the Internet of Things, and sensing hardware and software. He has considerable global experience, broad knowledge of large acquisitions, and significant background in management, development and oversight of large sales organizations and high-level customer relationships.


Martha N. Sullivan
Director Since: 2013 Age: 66 Committees: •Growth & Innovation (Chair)						Ms. Sullivan has served as a director of the Company since January 1, 2013. Ms. Sullivan retired from her role as Chief Executive Officer of the Company effective March 1, 2020, having served in that capacity since January 1, 2013. She served as our Executive Advisor and played a critical role in the CEO transition process until April 2, 2021. She previously served as our President from September 2010 until January 2019, and was also our Chief Operating Officer from September 2010 until July 2012. Ms. Sullivan was Executive Vice President and Chief Operating Officer from March 2010 through September 2010. Ms. Sullivan served in the same capacities with STI from January 2007 through March 2010 and as Chief Operating Officer of STI from April 2006 through January 2007. Prior to April 2006, Ms. Sullivan served as Sensor Products Manager for the Sensors & Controls business of Texas Instruments (Sensata's preceding business unit) beginning in June 1997 and as a Vice President of Texas Instruments beginning in 1998. Ms. Sullivan joined Texas Instruments in 1984 and held various engineering and management positions, including Automotive Marketing Manager, North American Automotive General Manager, and Automotive Sensors and Controls Global Business Unit Manager. Ms. Sullivan has been a director of Avery Dennison Corporation, an adhesive manufacturing company, since 2013. She served as a director of GS Acquisition Holdings Corp II, a special purpose acquisition company affiliated with Goldman Sachs Asset Management, from June 2020 until October 2021. Past and present external positions also include the Key Executive Council at Rensselaer Polytechnic Institute, President’s Alumni Council at Michigan Technological University, and Ford International Supplier Advisory Council. She also currently serves as co-chair of the non-profit Board of Our Sisters' School in New Bedford, Massachusetts. Ms. Sullivan brings to the Board significant senior leadership and operational, industry, and technical experience. She has extensive knowledge of our business, including its historical development, and important relationships with our major customers. Ms. Sullivan has been an important contributor to the expansion of our business through both organic growth and acquisitions, and as CEO, Ms. Sullivan had direct responsibility for our strategy and operations.
Stephen M. Zide
Director Since: 2010 Age: 63 Committees: •Finance (Chair)						Mr. Zide has served as a director of the Company since our IPO in March 2010. He also served as a director of STI from April 2006 until the IPO. From 2015 to 2017, Mr. Zide served as a Senior Advisor of Bain Capital. From 2001 through 2015, Mr. Zide was a Managing Director of Bain Capital. Prior to joining Bain Capital in 1997, Mr. Zide was a partner of the law firm Kirkland & Ellis LLP, where he was a founding member of the New York office and specialized in representing private equity and venture capital firms. Previously, Mr. Zide served on the board of directors of Trinseo S.A., from 2010 through 2020, HD Supply Holdings, Inc. from 2007 through 2014, and Innophos Holdings, Inc. from 2004 through 2013. Mr. Zide brings to the Board extensive negotiating and financing expertise gained from his training and experience as a legal advisor, and later as a private equity professional and financial advisor. In addition, Mr. Zide has had significant involvement with us since April 2006, and has served as a director of numerous public and private companies during his career in private equity and law.


Audit Committee
Members: Constance E. Skidmore (C) John P. Absmeier Daniel L. Black Lorraine A. Bolsinger Independence: All members independent Financial Expertise: All meet NYSE financial literacy requirements; Ms. Skidmore and Mr. Black qualify as financial experts Meetings in Fiscal Year 2022: 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, Risk Management and Compliance Programs. Oversees our system of internal controls, enterprise risk management including cybersecurity and data security risks, and our 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) James E. Heppelmann Daniel L. Black Constance E. Skidmore Independence: All members independent Meetings in Fiscal Year 2022: 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.


Finance Committee
Members: Stephen M. Zide (C) Daniel L. Black Lorraine A. Bolsinger Andrew C. Teich Independence: All members independent Meetings in Fiscal Year 2022: 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 James E. Heppelmann Steven A. Sonnenberg Andrew C. Teich Independence: All members independent except for Ms. Sullivan Meetings in Fiscal Year 2022: 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) James E. Heppelmann Constance E. Skidmore Steven A. Sonnenberg Independence: All members independent Meetings in Fiscal Year 2022: 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. 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 Caljouw, Executive Vice President and Chief Administrative Officer		Age 49
	Ms. Caljouw was appointed Executive Vice President and Chief Administrative Officer in January 2023. Ms. Caljouw 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.
Hans Lidforss, Senior Vice President and Chief Strategy & Corporate Development Officer		Age 59
	Mr. Lidforss was appointed Senior Vice President, Chief Strategy & Corporate Development Officer in February 2020. In this role, he is responsible for the overall strategy of the company and all M&A activities. Mr. Lidforss joined Sensata as Senior Vice President of Strategy and M&A in 2014. Prior to joining Sensata, Mr. Lidforss served as Senior Vice President, Strategy at Taleo Corporation where he led Taleo's corporate strategy and M&A activities, including the successful sale of Taleo to Oracle. Mr. Lidforss has also held roles as Vice President of Strategy and Corporate Development at Hewlett-Packard Company; Operations Executive at Cerberus Capital Management; General Manager and Integration Director at GE Capital IT solutions; and consultant at McKinsey & Company. Mr. Lidforss holds a Master of Science degree in Industrial Engineering and Management from Linkoping Institute of Technology in Sweden and a Master of Business Administration from the Kellogg School of Management at Northwestern University.
Jennifer Slater, Senior Vice President, Performance Sensing Automotive and Aftermarket		Age 48
	Ms. Slater was appointed Senior Vice President, Automotive & Aftermarket effective 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 recognized in 2017 by a STEP Ahead Award from The Manufacturing Institute, a 501(c)3 nonprofit workforce development and education partner of the National Association of Manufacturers.


David Stott, Vice President, General Counsel		Age 40
	Mr. Stott was appointed Vice President, General Counsel in October 2022. 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. Prior to joining Sensata, Mr. Stott spent several years as in-house counsel in the energy industry with Nabors Industries. 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.
Paul S. Vasington, Executive Vice President and Chief Financial Officer		Age 57
	Mr. Vasington was appointed Executive Vice President and Chief Financial Officer in February 2014. Mr. Vasington has diverse financial and managerial experience, most recently with Honeywell International Inc. from 2004 to 2014. He served as Vice President and Chief Financial Officer of Honeywell Aerospace from 2012 to 2014. Previously, he served as Vice President and Chief Financial Officer of Honeywell Performance Materials and Technologies from 2009 to 2012 and as Vice President and Chief Financial Officer of Honeywell Security from 2006 to 2009. Prior to joining Honeywell, Mr. Vasington held finance leadership roles at Crane Co. and Fortune Brands, Inc. Mr. Vasington began his career at Price Waterhouse and holds a degree in Finance from the University of Connecticut.
George Verras, Executive Vice President and Chief Technology Officer		Age 50
	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 to 2022, Senior Vice President, Sensata Ventures from 2019 to 2021 and Vice President and General Manager of Heavy Vehicle and Off-Road from 2015 to 2019. Prior to these 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. Prior to joining Sensata, Mr. Verras served with Sensata's predecessor, Texas Instruments, beginning in 1994, where he served in various design engineering roles. 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 Wilkie, Senior Vice President Sensing Solutions		Age 47
	Mr. Wilkie was appointed Senior Vice President, Sensing Solutions effective April 1, 2023. He joined Sensata in January 1998 as a Design Engineer and assumed several roles of increasing responsibility in Engineering. In 2005, he 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. 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 contractors business. In 2020, he took over leadership of Sensata's HVOR business as Group Vice President, and in 2022 became the leader of Sensata's Clean Energy and Insights businesses. Mr. Wilkie holds a Bachelor of Science degree in Mechanical Engineering from Worcester Polytechnic Institute.


Named Executive Officers
Jeffrey J. Cote			President and Chief Executive Officer ("CEO")
Paul S. Vasington			Executive Vice President and Chief Financial Officer ("CFO")
George Verras (1)			Executive Vice President, Chief Technology Officer ("CTO")
Hans Lidforss			Senior Vice President and Chief Strategy and Corporate Development Officer
Juan Picon (2)			Former Executive Vice President, Performance Sensing Automotive and Aftermarket


•Net revenue increased 5.5% to $4.029 billion			•Market outgrowth of 820 basis points
•New business wins exceeded $1 billion, 70% of these are in our Electrification growth vector			•Reduced greenhouse gas intensity by >10%, already achieving our 2026 goal
•Increased strategic organic megatrend investments to $69.8 million from $51.7 million in fiscal 2021			•Returned capital to shareholders with $292.3 million in share repurchases
•$460 million of revenue in automotive and industrial electrification areas, up 77% from 2021			•Initiated $0.11 quarterly dividend payment to shareholders


(1)			Adjusted Operating Income, Adjusted Free Cash Flow, and Adjusted EPS 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. It is also a measure that management uses to evaluate our business performance. A reconciliation of (i) Adjusted Operating Income to Operating Income, (ii) Adjusted Free Cash Flow to Net Cash Provided by Operating Activities, and (iii) Adjusted EPS to Diluted Net Income Per Share is included in Appendix B. Relative Adjusted EPS growth is described on page 32 of this Proxy Statement.
(2)			ROIC is a non-GAAP measure that has the potential to modify the number of PRSUs that convert into ordinary shares, upwards or downwards by up to 15%, based on achievement of the Company’s Relative Adjusted EPS growth goals. Refer to “Elements of Executive Compensation” section later in this Proxy Statement for additional discussion around the nature and objectives of this compensation measure. We define ROIC 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, net 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 2020 to 2022.

**			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 2020 to 2022. Expected value of LTI is market value of unvested RSUs (number of units times fiscal year 2022 closing price of our ordinary shares), market value of unexercised options (number of options times excess, if any, between fiscal year 2022 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 2022 closing price of our ordinary shares).


2019			•Changed the metric under the Annual Incentive Bonus from Adjusted EPS to Adjusted Earnings Before Interest and Taxes

2020			•Removed Options and GPUs as part of the overall LTI mix •Changed RSU vesting schedule from 3-year cliff vesting to ratable vesting over 3 years •PRSU metric changed to Relative Adjusted EPS Performance with a 3-year CAGR modifier •Changed Annual Incentive Bonus metrics to Adjusted Operating Income and Adjusted Free Cash Flow

2021			•Altered the metric weightings under the Annual Incentive Bonus, resulting in a mix of 52.5% Adjusted Operating Income, 22.5% Adjusted Free Cash Flow, and 25.0% Performance Scorecard •Added ESG component to Performance Scorecard •Increased the CEO's stock ownership requirement to 6x base salary

2022			•Increased target bonus opportunity to 100% for Senior Vice Presidents reporting directly to CEO

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 total shareholder return ("TSR") and 50% ROIC •Removed Senior Vice Presidents 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


Objectives
Attract and retain highly qualified executive officers	•	Provide a competitive total pay package (base salary, bonus, long-term incentives, and benefits)
	•	Regularly evaluate our pay programs against that of our peer group
Reward outstanding performance	•	Produce annual short-term incentives that are based on the Company's performance of its financial and strategic goals
	•	Grant annual long-term incentive awards that are based on individual performance and role
Promote and reward the achievement of long-term value-creation objectives	•	Provide a significant portion of each NEO’s total direct compensation in the form of variable compensation "pay at risk"
	•	Align executive compensation with long-term performance
	•	Tie vesting of PRSUs to the Company's Relative Adjusted EPS growth and ROIC outcomes over the performance period
	•	Administer plans to include three-year performance cycles on PRSUs and three-year ratable vesting schedules on time-based RSUs.
Create performance accountability	•	Align performance targets under incentive programs with high growth expectations in support of our short- and long-term strategies
Align the interests of our NEOs with those of the Company and shareholders	•	Enforce share ownership guidelines, which encourage alignment between long-term shareholder value and management decisions


Compensation Best Practices
•			Link annual incentive compensation to the achievement of our objective pre-established performance goals
•			Complete rigorous goal setting process annually
•			Use balanced performance metrics focused on both profitable earnings growth as well as strategic capital deployment
•			Provide the majority of our long-term incentive compensation through vehicles linked to shareholder value-creation (PRSUs)
•			Apply robust minimum stock ownership guidelines and require 50% net after-tax retaining of shares until ownership guidelines are met
•			Maintain a claw-back policy
•			Evaluate the risk of our compensation program
•			Use an independent compensation consultant
•			Prohibit hedging or pledging of Company stock
•			Provide a “double-trigger” for potential change-in-control related cash or equity payments
•			Ban golden parachute excise tax gross-ups for executive officers upon a change-in-control
•			Limit perquisites
•			Maintain original financial targets for PRSUs
•			Forbid backdating or repricing of stock options without shareholder approval


Named Executive Officer	2021	2022	% Increase
Jeffrey J. Cote	$957,900	$991,427	3.5	%
Paul S. Vasington	$566,500	$586,328	3.5	%
Juan Picon	$500,000	$517,500	3.5	%
George Verras	$—	$517,500	n/a
Hans Lidforss	$474,629	$491,241	3.5	%


Named Executive Officer			2022 Annual Incentive Bonus Target (as a % of base salary)
Jeffrey J. Cote			125%
Paul S. Vasington			100%
Juan Picon			100%
George Verras			100%
Hans Lidforss			100%


	Adjusted Operating Income Goal (in Millions)	Percentage of Target Payout (52.5% of Total Bonus)
Threshold	$665.0	25%
Hurdle	$730.0	50%
Hurdle	$795.0	75%
Target	$870.0	100%
Max	$1,007.0	120%


	Adjusted Free Cash Flow (in Millions)	Percentage of Target Payout (22.5% of Total Bonus)
Threshold	$325.0	25%
Hurdle	$380.0	50%
Hurdle	$425.0	75%
Target	$500.0	100%
Max	$600.0	120%