TE Connectivity plc DEF 14A, filed Jan 17, 2025

TE Connectivity plc (TEL)

DEF 14A 2025-01-17 For: 2025-03-12

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Added on June 12, 2026

About this DEF 14A

TE Connectivity plc filed this DEF 14A on January 17, 2025.

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Filed by the Registrant ⌧

Filed by a Party other than the Registrant ◻

Check the appropriate box:

◻	Preliminary Proxy Statement

◻	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

⌧	Definitive Proxy Statement

◻	Definitive Additional Materials

◻	Soliciting Material under §240.14a-12


TE CONNECTIVITY PLC
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply)

⌧	No fee required

◻	Fee paid previously with preliminary materials

◻	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


	Invitation to the Annual General Meeting of Shareholders	1
	Proxy Summary	3
	Proxy Statement	8
	Questions and Answers About This Proxy Statement and Voting	8
	Security Ownership of Certain Beneficial Owners and Management	13
4	Agenda Item No. 1—Election of Directors	15
	Nominees for Election	16
	Corporate Governance	32
	The Board of Directors and Board Committees	37
	Executive Officers	43
	Compensation Discussion and Analysis	45
	Management Development and Compensation Committee Report	63
	Compensation Committee Interlocks and Insider Participation	63
	Executive Officer Compensation	64
	CEO Pay Ratio	72
	Pay Versus Performance	73
	Compensation of Non-Employee Directors	77
	Certain Relationships and Related Transactions	79
	Delinquent Section 16(a) Reports	80
	Audit Committee Report	81
4	Agenda Item No. 2—Appointment of Auditors and Authority to set Remuneration	83
4	Agenda Item No. 3—Advisory Vote to Approve Named Executive Officer Compensation	85
4	Agenda Item No. 4—To Authorize the Company and/or any Subsidiary of the Company to make Market Purchases of Company Shares	87
4	Agenda Item No. 5—Determine the Price Range at which the Company can Re-allot Treasury Shares	89
	Additional Information	90
	TE Connectivity 2026 Annual General Meeting of Shareholders	91
	Where You Can Find More Information	92


Time and Date:	2:00 p.m., GMT, on March 12, 2025
Place:	The Conrad Dublin, Earlsfort Terrace, Dublin, Ireland
Agenda Items:	1. Election of twelve (12) director nominees proposed by the Board of Directors;
	2. To ratify the appointment of Deloitte & Touche LLP as the independent auditors of the Company and Deloitte Ireland LLP as our statutory auditor under Irish law and to authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration;
	3. Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”);
	4. To authorize the company and/or any subsidiary of the company to make market purchases of company shares; and
	5. Determine the price range at which the company can re-allot treasury shares.

Persons Who Will Receive Proxy Materials:	Under rules of the Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials, or the Notice, to our shareholders registered in our share register as of the close of business (Eastern Standard Time) on January 13, 2025. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. The Notice also instructs you on how you may submit your proxy over the Internet or via mail. You will not receive a printed copy of the proxy materials unless you request one in the manner set forth in the Notice or as otherwise described in the next paragraph. This permits us to conserve natural resources and reduce our printing costs, while giving shareholders a convenient and efficient way to access our proxy materials and vote their shares.

Admission to Meeting and Persons Eligible to Vote:	Shareholders who are registered with voting rights in our share register as of the close of business (Eastern Standard Time) on January 13, 2025 may grant a proxy to vote on each of the agenda items in this invitation and any other matter properly presented at the meeting for consideration. Those shareholders also have the right to attend the Annual General Meeting and vote their shares in person, or may grant a proxy to vote on each of the agenda items in this invitation and any other matter properly presented at the meeting for consideration. For information about how to attend the Annual General Meeting, please see “How do I attend the Annual General Meeting?” below.


By order of the Board of Directors,

Harold G. Barksdale
Corporate Secretary

January 17, 2025
Cautionary Note Regarding Forward-Looking Statements All statements made in this document, other than statements of historical or current facts, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking and other statements in this document address our environmental, social, governance and sustainability (“ESG”) plans and goals, among other matters. The inclusion of such statements is not an indication that this content is necessarily material to investors or required to be disclosed in our filings with the Securities and Exchange Commission. ESG related statements are also based on assumptions as well as estimates that are subject to a high level of uncertainty, and these statements should not necessarily be viewed as being representative of current or actual risk or performance, or forecasts of expected risk or performance. In addition, historical, current, and forward looking environmental and social‐related statements may be based on standards for measuring progress that are still developing, and internal controls and processes that continue to evolve. All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” “will” and similar expressions are generally intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K for the fiscal year ended September 27, 2024. The company undertakes no obligation to update any forward-looking or other statements.


$15.8B FY24 Annual Revenue	235B Products Manufactured Annually	~100 Global Manufacturing Sites

~130 Countries Where We Serve Customers	85,000+ Employees Including 9,000+ Engineers	15,000+ Patents Worldwide Granted or Pending

Technology & Innovation
	Solutions that power electric vehicles, aircraft, digital factories, and smart homes. Innovation that enables life-saving medical care, sustainable communities, efficient utility networks, and the global communications infrastructure. We partner with customers to produce highly engineered connectivity and sensing products that make a connected world possible.
Diversification
	Our focus on reliability and durability, our commitment to progress, and the broad range of our product portfolio enables companies large and small to turn ideas into technology that can transform how the world works and lives tomorrow.
Global Scale
	With employees, customers, engineering centers and factories around the world, and our sales coming from the Americas, Asia-Pacific and Europe/Middle East/Africa regions, we have the advantage of being a truly global industrial technology leader.


√ Link pay to performance with a high percentage of variable compensation	√ Include a “clawback” provision in all executive officer incentive award agreements (both annual and long-term), in addition to adopting the NYSE mandated executive “clawback” policy
√ Perform annual say-on-pay advisory vote for shareholders	√ Maintain robust stock ownership requirements for executives (6x CEO, 3x executive officers)
√ Design compensation programs to mitigate undue risk-taking	√ Include performance criteria in incentive plans that are consistent with annual operating budgets, strategic forecasts and investor guidance
√ Retain a fully independent external compensation consultant whose independence is reviewed annually by the MDCC	√ Cap incentive compensation payments for individuals including our CEO
√ Align executive compensation with shareholder returns through long-term incentives	√ Maintain an insider trading policy applicable to all executive officers and employees
√ Review share utilization annually	√ Provide only limited non-business aircraft usage


x Provide tax gross ups for executives except under our relocation program	x Provide excise tax gross ups
x Provide perquisites for named executive officers except for limited non-business aircraft usage	x Re-price underwater stock options
x Provide tax gross ups for personal aircraft use	x Allow hedging or pledging of TE securities


		Number of
		Shares
		Beneficially
Beneficial Owner		Owned⁽¹⁾
Directors, Nominees and Executive Officers:
Terrence R. Curtin^(2)(3)(4)(5)		1,006,417
John S. Jenkins, Jr.⁽²⁾⁽⁴⁾		161,846
Heath A. Mitts^(2)(3)(4)		368,803
Aaron K. Stucki⁽²⁾⁽⁴⁾		135,388
Jean Pierre Clamadieu⁽³⁾		3,763
Carol A. (“John”) Davidson⁽³⁾		17,332
Lynn A. Dugle⁽³⁾		6,410
Sam Eldessouky⁽³⁾		771
William A. Jeffrey⁽³⁾		23,461
Syaru Shirley Lin⁽³⁾		3,720
Abhijit Y. Talwalkar⁽³⁾		10,040
Mark C. Trudeau⁽³⁾		6,688
Dawn C. Willoughby⁽³⁾		6,410
Laura H. Wright⁽³⁾		17,684
All directors, nominees and executive officers as a group (17 persons)⁽⁴⁾⁽⁵⁾		2,036,670


	Number of	Percentage
Name and Address of Beneficial Owner	Shares	of Class
The Vanguard Group⁽¹⁾	32,378,987	10.8	%
100 Vanguard Blvd.
Malvern, PA 19355
BlackRock Inc.⁽²⁾	24,039,941	8.0	%
50 Hudson Yards
New York, NY 10001
T. Rowe Price Associates, Inc.⁽³⁾	21,939,834	7.3	%
100 E. Pratt Street
Baltimore, MD 21202
Dodge & Cox⁽⁴⁾	15,667,374	5.2	%
555 California Street, 40th Floor
San Francisco, CA 94104


	The Board of Directors has established a retirement age policy of 72 years for directors, as reflected in our Board Governance Principles. The Board of Directors believes that it is important to monitor its skills and needs in the context of the Company’s long-term strategic goals, and, therefore, may elect to waive the policy in individual cases as it deems appropriate. The Board of Directors believes it is important to balance refreshment with the need to retain directors who have developed,
over time, significant insight into the Company and its operations and who continue to make valuable contributions to the Company that benefit our shareholders. Director Time Commitments Our Board Governance Principles set forth certain requirements with regards to the directors’ time commitment levels, with consideration given to public company leadership roles and outside commitments. The Nominating, Governance and Compliance Committee will conduct an annual review of director time commitment levels and determine if all directors are compliant with the limitations set forth in our Board Governance Principles.


Director	Audit Committee	Management Development and Compensation Committee	Nominating, Governance and Compliance Committee	Joint Committee on Cybersecurity
Jean-Pierre Clamadieu			●	●
Carol A. (“John”) Davidson	●			●
Lynn A. Dugle	●			µ
Sam Eldessouky	●			●
William A. Jeffrey			µ	µ
Syaru Shirley Lin			●	●
Abhijit Y. Talwalkar		µ
Mark C. Trudeau		●
Dawn C. Willoughby		●
Laura H. Wright	µ			●


Audit Committee
Meetings during fiscal 2024	● Nine
Duties and Responsibilities	● Oversee the Company’s financial reporting processes and the quality and integrity of the Company’s earnings press releases, annual and quarterly financial statements, including its financial and accounting principles, policies and practices, and its internal control over financial reporting ● Oversee the qualifications, independence and performance of the Company’s independent registered public accounting firm and lead audit partner and the Company’s Irish registered auditor ● Review and oversee the Company’s internal audit function ● Oversee compliance with legal and regulatory requirements ● Review financial and accounting risk exposure affecting the Company ● Oversee risks related to privacy ● Assist the Board in fulfilling its oversight responsibilities regarding the Company’s financial and accounting policies and processes with respect to risk assessment and risk management ● Oversee procedures for handling complaints and concerns regarding accounting or auditing matters ● Review and discuss, as appropriate, with Company management, the independent auditor, and the MDCC in the event the Company’s clawback policy may be implicated, material financial statement errors and make, or recommend to the Board, any conclusions regarding whether any previously issued financial statements, covering one or more years or interim periods for which the Company is required to provide financial statements under applicable rules should no longer be relied upon because of such error ● Oversee the Company Ombudsman and the Company’s Guide to Ethical Conduct
General Information	● The Board has determined that each member of the Audit Committee is financially literate ● The Board has determined that all members of the Audit Committee are “audit committee financial experts” as defined under SEC rules ● The Board has determined that all members of the Audit Committee satisfy the relevant SEC, NYSE and the Company’s additional independence requirements ● The Audit Committee’s report appears on pages 81 – 82.
Written Charter	● The Audit Committee charter can be found on the Company’s website at https://www.te.com/content/dam/te-com/documents/about-te/our-company/global/leadership/leadership-documents/charter-audit.pdf


Management Development and Compensation Committee
Meetings during fiscal 2024	● Six
Duties and Responsibilities	● Ensure leadership development and succession plans of senior leadership ● Review plans for the development of the organization ● Review and approve compensation and benefits policies and objectives and whether the Company’s officers, directors and employees are compensated in accordance with these policies and objectives ● Review and approve compensation of the Company’s executive officers and recommend the Chief Executive Officer’s compensation for ratification and approval by the independent members of the Board ● Review and approve management incentive compensation policies and programs and equity compensation programs for employees ● Enforce the Company’s clawback policy for incentive-based compensation for executive officers ● Oversee the Company’s policies and practices related to its management of human capital resources including talent management, culture, diversity and inclusion
General Information	● Additional information on the committee’s processes and procedures for consideration of executive compensation are addressed in “Compensation Discussion and Analysis” ● The Board has determined that all members of the Management Development and Compensation Committee satisfy the relevant SEC, NYSE and the Company’s additional independence requirements ● The Management Development and Compensation Committee’s report appears on page 63.
Written Charter	● The Management Development and Compensation Committee charter can be found on the Company’s website at https://www.te.com/content/dam/te-com/documents/about-te/our-company/global/leadership/leadership-documents/charter-mdcc.pdf


Nominating, Governance and Compliance Committee
Meetings during fiscal 2024	● Four
Duties and Responsibilities	● Select director nominees for the Board ● Develop and recommend to our Board changes to our Board Governance Principles ● Annually review director compensation and benefits in conjunction with the Management Development and Compensation Committee ● Oversee the annual self-evaluations of the Board and its committees, as well as director performance ● Make recommendations to the Board concerning the structure and membership of the Board committees ● Oversee the Company’s environmental, health and safety management system ● Periodically receive and review reports from the Company’s responsible executive regarding the Company’s programs, strategies and performance with respect to significant sustainability and environmental, social and governance matters and the associated risks and opportunities. Review and address as appropriate issues that arise with respect to such ESG risks and strategies, and the effectiveness of such ESG programs ● Conduct an annual review of director commitment levels, and affirm that all directors are compliant with our Board Governance Principles, including the requirement that no Directors can sit on more than five public company boards (including our own), with consideration given to public company leadership roles ● Select, monitor, evaluate, compensate and, if necessary, replace the Company Chief Compliance Officer and, quarterly, or upon request by the Committee or the Chief Compliance Officer, meet with the Committee in a separate executive session
General Information	● The Board has determined that all members of the Nominating, Governance and Compliance Committee satisfy the relevant SEC and NYSE requirements and the additional independence requirements of the Company
Written Charter	● The Nominating, Governance and Compliance Committee charter can be found on the Company’s website at https://www.te.com/content/dam/te-com/documents/about-te/our-company/global/leadership/leadership-documents/charter-ngcc.pdf

Oint Committ
Joint Committee on Cybersecurity
Meetings during fiscal 2024	● Two
Duties and Responsibilities	● Review the Company’s information technology and security risk exposures and related policies and practices to assess and control such exposures, assist the Board in fulfilling its oversight responsibilities regarding the Company’s information technology and security policies and processes with respect to risk assessment and risk management. ● Review the Company’s adoption and implementation of systems, controls and procedures designed to prevent, detect and respond to cyber attacks or security breaches involving the Company. ● Review updates regarding the Company’s cybersecurity threat landscape and Management’s responses to noteworthy cybersecurity incidents, developments and threats as identified by Management. ● Review the plans and methodology for the periodic assessment of the Company’s cybersecurity program by Management or outside professionals, any findings of such assessments and any remediation plans to address any material control deficiencies identified by such assessments. ● Review the Company’s cybersecurity insurance program.
General Information	● The Board has determined that all members of the Joint Committee on Cybersecurity are independent.
Written Charter	● The Joint Committee on Cybersecurity charter can be found on the Company’s website at https://www.te.com/content/dam/te-com/documents/about-te/our-company/global/leadership/leadership-documents/cybersecurity-charter.pdf


Name				Position(s)
Terrence R. Curtin*				Chief Executive Officer and Director
John S. Jenkins, Jr.				Executive Vice President and General Counsel
Shadrak W. Kroeger				President, Industrial Solutions
Heath A. Mitts*				Executive Vice President, Chief Financial Officer and Director
Malavika Sagar				Senior Vice President and Chief Human Resources Officer
Reuben M. Shaffer				Senior Vice President and Corporate Controller
Aaron K. Stucki				President, Transportation Solutions

CD&A Table of Contents		Page
Highlights	Introduction	46
Highlights		Executive Summary/Compensation Highlights & Governance (including Say-on-Pay)	46-48

Compensation Elements and Pay Determination	Executive Compensation Philosophy, Principles & Peer Groups	48-50
		Determining Executive Compensation	50
		Compensation Assessment	50
		NEO Compensation Paid or Awarded for Performance	51
	- Base Salary	51
	- Annual Cash Incentive Awards	51-55
	- Long-Term Incentive Awards	56-57
	Other Benefits and Perquisites	58

Policies and Practices	Executive Stock Ownership Requirements	58
		Termination Payments	59
		Insider Trading Policy	59
		Equity Award Timing Policies and Practices	60
		Clawbacks and Other Remedies for Potential Misconduct	60
		Roles and Responsibilities of MDCC, Independent Nonemployee Members of the Board of Directors, Consultant & CEO	61
		Tax Deductibility and Risk Profile	62

Other	Management Development and Compensation Committee Report	63
Other		Compensation Committee Interlocks and Insider Participation	63

Executive Compensation	Summary Compensation Table	64-65
		Grants of Plan-Based Awards	66
		Outstanding Equity Awards	67
		Option Exercises and Stock Vested	68
		Pension Benefits	68
		Nonqualified Deferred Compensation	68-69
		Termination and Change in Control Payments	69-72
		CEO Pay Ratio	72-73
		Pay-versus-Performance (PVP)	73-76
		Compensation of Non-Employee Directors	77-78


	Name	Position(s)
	Terrence R. Curtin	Chief Executive Officer
	Heath A. Mitts	EVP and Chief Financial Officer
	Steven T. Merkt⁽¹⁾	President, Transportation Solutions
	Aaron K. Stucki⁽²⁾	President, Communications Solutions
	John S. Jenkins	EVP and General Counsel



Align executive and shareholder interests	Provide a significant portion of total compensation that is performance-based and at risk	Attract and retain talented executives

Pay Component	Purpose & Metrics	% of target total compensation
Pay Component	Purpose & Metrics			CEO	NEO
Base Salary	– Fixed cash income to retain and attract highly marketable executives in a competitive market for executive talent.	8%	18%
Annual Short-term Incentive	– Focuses our executives on achieving financial and other business objectives. – FY2024 Metrics: Revenue, Operating Income, Strategic Priorities (KPIs) and Earnings Per Share (on an adjusted basis, as discussed below)	13%	18%
Annual Long-term Incentive	– Further aligns the focus of our executives with stockholders through the use of multi-year performance goals and stock ownership. – FY2024 Vehicles: • 50% Performance Stock Units (PSU) • 50% Stock Options (SO)	79%	64%


Shareholder alignment	– Designed with consideration of shareholder feedback and governance best practices to ensure alignment with investor expectations and the Company’s pay-for-performance philosophy. – Long-term incentive awards, delivered in the form of equity, make up a significant percentage of our executives’ total compensation and closely align the interests of executives with the long-term interests of our shareholders.
Performance based	– Designed to ensure pay realized by our leaders varies with company performance, individual performance, and the shareholder experience over time. – Annual cash incentive awards are tied to overall corporate, segment or business unit measures that are tailored to the characteristics and priorities of our business units. These measures are aligned with the Company’s guidance, annual operating and strategic plans, and focus on year-over-year improvement. – Long-term incentive awards are designed to reward our executive officers for creating long-term shareholder value. Long-term incentive awards are granted primarily in the form of stock options and performance stock units
Appropriate risk	– Designed to encourage executive officers to take appropriate risks in managing their businesses to achieve optimal performance – Oversee and review annually the results of the assessment of risks related to the Company’s compensation policies and programs for officers and employees
Competitive with external talent markets	– Designed to ensure that our programs are competitive within the relevant markets for leadership talent – As one input to developing and assessing the continued appropriateness of executive pay programs that meet our specific objectives, we consider the practices of other companies with which we compete for talent, business and capital – To provide balanced context, we consider compensation and governance practices drawn from a group of electronics and related industry companies that align with our business segments (our “Industry Peer Group”) as well as from the broader market within which we compete for executive talent. Additional market samples are also referenced to meet unique circumstances where appropriate
Focus on executive stock ownership	– Designed to ensure that our leaders own stock and directly align their long-term financial interests with all other shareholders – The TE Connectivity Stock Ownership and Retention Requirement Plan, together with long-term equity awards, drives executive stock ownership – The CEO is required to hold shares equal to six times his base salary, and the other named executive officers are required to hold shares equal to three times their respective base salaries
Simple and transparent	– Designed to ensure both our leaders and external stakeholders understand our priorities and expectations – Our executive compensation programs are designed to be readily understood by our executives, and transparent to our investors
Fair and Equitable	– Designed to deliver fair and equitable pay based on roles and responsibilities and on company and individual performance, regardless of gender, race/ethnicity or any other individual demographics


3M Company	Eaton Corporation	NXP Semiconductors N.V.
Amphenol Corporation	Emerson Electric Co.	Parker-Hannifin Corporation
Aptiv PLC	Fortive Corporation	Rockwell Automation Inc.
Carrier Global Corporation	General Dynamics Corporation	Stanley Black & Decker Inc.
Corning Inc.	Honeywell International Inc.	Texas Instruments Inc.
Cummins Inc.	Illinois Tool Works Inc.	Textron Inc.
Dover Corporation	Johnson Controls International plc	Trane Technologies plc


Role	– Responsibilities, scope, and complexity of the executive’s role relative to external benchmark data – Relative importance of the role within TE Connectivity
Comprehensive Market Analysis	– Comprehensive analysis of current base salary, target annual incentive opportunity, target long term incentive opportunity, target total cash compensation (base salary and target annual incentive), and target total direct compensation for each executive officer
Performance	– Each executive’s individual performance, level of experience and expected contribution to strategic initiatives and future results
Current Compensation	– A review of the executive’s current total direct compensation including internal pay equity and compensation history
CEO Recommendations	– The Chief Executive Officer’s detailed performance assessments for the other executive officers and recommendations concerning compensation actions

Base Salary and Annual Incentive Plan	Long-Term Equity Incentives	Broad-based Retirement and Health and Welfare Benefits	Total Compensation and Rewards

Focus on Current Year Performance	Focus on Multi- Year Performance	Focus on Attraction and Retention



	Fiscal 2024		Change from Fiscal 2023
Mr. Curtin	$	1,250,040	0.0	%
Mr. Mitts	$	749,845	0.0	%
Mr. Merkt	$	686,842	0.0	%
Mr. Stucki	$	585,000	2.0	%
Mr. Jenkins	$	665,562	0.0	%


	Fiscal 2024 Target		Fiscal 2023 Target
Mr. Curtin	160	%	160	%
Mr. Mitts	125	%	125	%
Mr. Merkt	100	%	100	%
Mr. Stucki	85	%	85	%
Mr. Jenkins	85	%	85	%


	Business Segment
			Communications		Transportation
Performance Metrics	Corporate		Solutions		Solutions
Earnings Per Share ("EPS")⁽¹⁾	20	%	20	%	20	%
Revenue⁽²⁾	30	%	30	%	25	%
Operating income⁽²⁾	30	%	30	%	35	%
Key Performance Indicator ("KPI")⁽³⁾	20	%	20	%	20	%


	Performance Achieved (% of Target)						Payout Earned (% of Target)
Performance Metric	Threshold		Target		Maximum*		Threshold		Target		Maximum*
EPS (20%)	90	%	100	%	110	%	50	%	100	%	200	%
Revenue (30%)	95	%	100	%	105	%	50	%	100	%	200	%
Operating Income (30%)	90	%	100	%	110	%	50	%	100	%	200	%
Key Performance Indicator (20%)	Varies by business unit						50	%	100	%	200	%


	Performance				Performance		Bonus
Performance Measure (% weighting)	Period	Target	Results		% to Target		Score**
EPS (20%)	1H-FY 2024	$3.50–$3.75	$	3.67	104.9	%	100.0	%
	2H-FY 2024	$3.52–$3.82	$	3.82	108.6	%	101.2	%
	FY 2024						100.6	%
Revenue (30%)	1H-FY 2024	$7,750–$8,010	$	7,688	99.2	%	89.9	%
	2H-FY 2024	$7,920–$8,150	$	8,051	101.7	%	100.0	%
	FY 2024						94.9	%
Operating Income (30%)	1H-FY 2024	$1,330–$1,455	$	1,453	109.2	%	100.0	%
	2H-FY 2024	$1,345–$1,470	$	1,508	112.1	%	123.0	%
	FY 2024						111.5	%
Key Performance Indicators (20%)	FY 2024	*		*			147.1	%
Corporate Level Earned Award:							112.6	%

Description	Performance Stock Units (PSU)	Stock Options (SO)
Definition	Promise to deliver a share of TE stock at a specified point in the future as long as certain performance metrics are achieved	Right to purchase an ordinary share of TE at a future date for a predetermined, fixed price
Performance Period	3 Years	4 Years
Performance Measure	Three year average Relative Earnings Per Share (EPS) Growth against S&P500 Non-Financial Index	–
Award Vesting (% of Target)	Threshold (25th) – 50% Target (50th) – 100% Maximum (75th) – 200%	–
Vesting	Cliff Vesting upon the MDCC certification following the third anniversary of the grant date	25% Ratable beginning on or after the first anniversary of the grant date
Expiration	–	10 years
Dividends	Dividend Equivalent Units (DEU) vesting on the third anniversary proportional to the PSUs earned	Not applicable


Mr. Curtin	$	12,000,000
Mr. Mitts	$	3,750,000
Mr. Merkt	$	2,750,000
Mr. Stucki	$	1,600,000
Mr. Jenkins	$	2,000,000


	Fiscal 2022	Total Fiscal 2022
	Target PSUs	Vested Shares
Mr. Curtin	37,170	42,423
Mr. Mitts	11,320	12,920
Mr. Merkt	9,290	10,602
Mr. Stucki	5,070	5,786
Mr. Jenkins	5,580	6,368


Retirement and Deferred Compensation Benefits	– All U.S. based management and executive level employees are eligible for a nonqualified retirement plan to supplement the defined contribution plan for all eligible US based employees – Supplemental plan allows deferrals of up to 50% of base salary and 100% of annual incentive awards – Company provides matching contributions in compliance with Internal Revenue Service limits – The Company’s U.S. retirement, deferred compensation, and other executive and broad-based plans are intended to comply with Section 409A of the Internal Revenue Code – Assists executive officers with retirement income planning
Welfare Benefits	– Executive officers receive the same welfare benefits as all other employees in the same geographic area. – U.S. eligible employees receive medical, dental, life insurance and disability coverage. – Outside of the U.S. employees receive welfare benefits based on local country practices
Personal Use of Corporate Aircraft	– Enhances security and personal safety of the CEO and other corporate and business leaders – CEO is permitted to use the corporate aircraft for non-business purposes, whenever practical and subject to annual limitations – Limited non-business use of the corporate aircraft by other executive officers also is permitted with the approval of the CEO
Expatriate Assignment Benefits	– Under the Company’s expatriate assignment policy eligible employees are reimbursed (or provided cash allowances) for items such as rent, goods and services, dependent tuition, home leave costs, language training, housing management fees, tax preparation services and other miscellaneous living expenses – Eligible employees are placed in a tax-equalization program that makes them whole (including tax gross-up payments, where necessary) for any additional taxes imposed in excess of the taxes they would have incurred in their home country