TE Connectivity plc PRE 14A, filed Dec 16, 2021

TE Connectivity plc (TEL)

PRE 14A 2021-12-16 For: 2022-03-09

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

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

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	Invitation to the Annual General Meeting of Shareholders		1
	Proxy Summary		5
		Proxy Statement	10
		Questions and Answers About This Proxy Statement and Voting	10
		Security Ownership of Certain Beneficial Owners and Management	16
4		Agenda Item No. 1—Election of Directors	18
		Nominees for Election	18
		Corporate Governance	31
		The Board of Directors and Board Committees	37
4		Agenda Item No. 2—Election of the Chairman of the Board of Directors	41
4		Agenda Item No. 3—Election of the Members of the Management Development and Compensation Committee	42
		Executive Officers	43
		Compensation Discussion and Analysis	45
		Management Development and Compensation Committee Report	61
		Compensation Committee Interlocks and Insider Participation	61
		Executive Officer Compensation	62
		CEO Pay Ratio	70
		Compensation of Non-Employee Directors	72
		Certain Relationships and Related Transactions	74
		Delinquent Section 16(a) Reports	75
		Audit Committee Report	76
4		Agenda Item No. 4—Election of the Independent Proxy	78
4		Agenda Item No. 5—Approval of the Annual Report and Financial Statements for the Fiscal Year Ended September 24, 2021	79
4		Agenda Item No. 6—Release of the Members of the Board of Directors and Executive Officers for Activities During the Fiscal Year Ended September 24, 2021	82
4		Agenda Item No. 7—Election of Auditors	83
4		Agenda Item No. 8—Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”)	86
4		Agenda Item No. 9—Binding Vote to Approve Fiscal Year 2023 Maximum Aggregate Compensation Amount for Executive Management	88
4		Agenda Item No. 10—Binding Vote to Approve Fiscal Year 2023 Maximum Aggregate Compensation Amount for the Board of Directors	91
4		Agenda Item No. 11—Carryforward of Unappropriated Accumulated Earnings	93
4		Agenda Item No. 12—Declaration of Dividend	94
4		Agenda Item No. 13—Authorization Relating to Share Repurchase Program	96
4		Agenda Item No. 14—Renewal of Authorized Capital	98
4		Agenda Item No. 15— Approval of Reduction of Share Capital For Shares Acquired Under Our Share Repurchase Program	100
4		Agenda Item No. 16—Adjournments or Postponements of the Meeting	102
		Additional Information	103
		TE Connectivity 2023 Annual General Meeting of Shareholders	103
		Where You Can Find More Information	104


Time and Date:	2:00 p.m., Central European Time (8:00 a.m., Eastern Standard Time), on March 9, 2022
Place:	Bär & Karrer Ltd., Brandschenkestrasse 90, CH-8002 Zurich, Switzerland
Agenda Items:	1. Election of twelve (12) director nominees proposed by the Board of Directors;
	2. Election of the Chairman of the Board of Directors;
	3. Election of the members of the Management Development and Compensation Committee;
	4. Election of the Independent Proxy;
	5. Approval of (i) the 2021 Annual Report of TE Connectivity Ltd. (excluding the statutory financial statements for the fiscal year ended September 24, 2021, the consolidated financial statements for the fiscal year ended September 24, 2021 and the Swiss Compensation Report for the fiscal year ended September 24, 2021), (ii) the statutory financial statements of TE Connectivity Ltd. for the fiscal year ended September 24, 2021, and (iii) the consolidated financial statements of TE Connectivity Ltd. for the fiscal year ended September 24, 2021;
	6. Release of the members of the Board of Directors and executive officers of TE Connectivity for activities during the fiscal year ended September 24, 2021;
	7. Election of (i) Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2022, (ii) Deloitte AG, Zurich, Switzerland, as our Swiss registered auditor until our next annual general meeting, and (iii) PricewaterhouseCoopers AG, Zurich, Switzerland, as our special auditor until our next annual general meeting;
	8. Advisory Vote to Approve Named Executive Officer Compensation;
	9. Binding vote to approve fiscal year 2023 maximum aggregate compensation amount for executive management;
	10. Binding vote to approve fiscal year 2023 maximum aggregate compensation amount for the Board of Directors;
	11. Carryforward of unappropriated accumulated earnings;
	12. Declaration of dividend;
	13. Authorization relating to Share Repurchase Program;
	14. Renewal of Authorized Capital;
	15. Approval of reduction of share capital for shares acquired under our share repurchase program; and
	16. Approval of any adjournments or postponements of the meeting.

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 6, 2022. 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.
	A copy of the proxy materials, including a proxy card, also will be sent to any additional shareholders who are registered in our share register as shareholders with voting rights, or who become beneficial owners through a nominee registered in our share register as a shareholder with voting rights, as of the close of business (Eastern Standard Time) on February 17, 2022.
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 February 17, 2022 have the right to vote their shares, 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.
	Shareholders who hold their shares in the name of a bank, broker or other nominee (“Beneficial Owners”) should follow the instructions provided by their bank, broker or nominee. Due to the ongoing global public health emergency resulting from the COVID-19 pandemic, the 2022 Annual General Meeting will not take place in its usual format. In accordance with the Swiss Federal Council Ordinance on Measures during the Special Situation to Combat the COVID-19 Epidemic (currently providing for restrictions on public gatherings in Switzerland) and the Swiss Federal Council Ordinance on Measures to Combat the COVID-19 Epidemic in International Passenger Transport (including the possibility of quarantine requirements, entry and international travel restrictions), shareholders are not permitted to attend the Annual General Meeting in person. Therefore, in accordance with the Swiss Federal Act on the Statutory Principles for Federal Council Ordinances on Combating the COVID-19 Epidemic and the Swiss Federal Council Ordinance 3 on Measures to Combat the Coronavirus (COVID-19), TE decided that shareholders and beneficial owners of our shares must exercise their voting rights by giving proxy related voting instructions to the independent proxy either electronically or by promptly completing, signing, dating and returning your proxy card or voting instruction card as described in this proxy statement. We look forward to welcoming shareholders in person at general meetings of shareholders that take place following the 2022 Annual General Meeting, consistent with our long-standing practice.


Date of Availability:	Our proxy materials are being made available on or about January 13, 2022 to each shareholder of record of TE Connectivity registered shares at the close of business (Eastern Standard Time) on January 6, 2022.


By order of the Board of Directors,

Harold G. Barksdale
Corporate Secretary

January 13, 2022
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 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. 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 24, 2021. The company undertakes no obligation to update any forward-looking or other statements.


$14.9B FY21 Annual Revenue	247B Products Manufactured Annually	100+ Global Manufacturing Sites

140 Countries Where we serve customers	89,000 Employees Including 8,000+ Engineers	15k 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 almost equally 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)
√ Perform annual say-on-pay advisory vote for shareholders	√ Maintain robust stock ownership requirements for executives (6x CEO, 3x executive officers)
√ Perform mandatory (under Swiss Law) say-on-pay vote on maximum aggregate compensation for Board of Directors and executive management	√ Include performance criteria in incentive plans to utilize tax deductibility where applicable and appropriate
√ Follow principles of executive compensation that are included in our articles of association and have been approved by our shareholders	√ Retain a fully independent external compensation consultant whose independence is reviewed annually by the MDCC
√ Design compensation programs to mitigate undue risk-taking	√ Provide only limited non-business aircraft usage to the CEO
√ Align executive compensation with shareholder returns through long-term incentives	√ Maintain an insider trading policy applicable to all executive officers and employees
√ Cap incentive compensation payments for individuals including our CEO	√ Review share utilization annually


x Provide tax gross ups for executives except under our relocation program	x Provide excise tax gross ups
x Provide perquisites for executive officers except for limited non-business aircraft usage for our CEO	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)(6)(7)		949,493
John S. Jenkins, Jr.⁽²⁾⁽⁶⁾		138,544
Steven T. Merkt⁽²⁾⁽⁶⁾		227,278
Heath A. Mitts^(2)(3)(6)		224,323
Shadrak W. Kroeger⁽²⁾⁽⁶⁾		172,620
Pierre R. Brondeau⁽⁴⁾		38,499
Carol A. (“John”) Davidson⁽³⁾		14,137
Lynn A. Dugle⁽³⁾		3,215
William A. Jeffrey⁽³⁾		20,266
Syaru Shirley Lin⁽⁵⁾		0
Thomas J. Lynch^(3)(6)(8)		200,237
Yong Nam⁽³⁾		19,781
Daniel J. Phelan⁽⁴⁾		34,617
Abhijit Y. Talwalkar⁽³⁾		9,631
Mark C. Trudeau⁽³⁾		10,537
Dawn C. Willoughby⁽³⁾		3,215
Laura H. Wright⁽³⁾		14,489
All directors, nominees and executive officers as a group (21 persons)^(6)(7)(8)		2,479,906


	Number of	Percentage
Name and Address of Beneficial Owner	Shares	of Class
The Vanguard Group⁽¹⁾	25,101,453	7.6	%
100 Vanguard Blvd.
Malvern, PA 19355
Dodge & Cox⁽²⁾	23,312,540	7.0	%
555 California Street, 40th Floor
San Francisco, CA 94104
Capital World Investors⁽³⁾	18,398,480	5.6	%
333 South Hope Street, 55th Fl
Los Angeles, CA 90071

● ●Compliance ●

Age 62 Director since 2012 Current Public Company Directorships ●None TE Board committee ●Nominating Governance & Compliance Other Public Company Directorships within the past five years ●None	William A. Jeffrey – Independent Retired Chief Executive Officer, SRI International Professional Highlights The Honorable Dr. William A. Jeffrey served as Chief Executive Officer of SRI International, a research and development organization serving government and industry, from September 2014 to December 2021. From September 2008 through August 2014, Dr. Jeffrey was Chief Executive Officer and President of HRL Laboratories, LLC, an automotive, aerospace and defense research and development laboratory. From 2007 through 2008, he was the Director of the Science and Technology Division of the Institute for Defense Analyses and prior to that he was Director of the National Institute of Standards and Technology from 2005. From 2002 to 2005, Dr. Jeffrey served in the White House as Senior Director of Homeland and National Security and Assistant Director of Space and Aeronautics in the Executive Office of the President, Office of Science and Technology Policy. He began his career at the Institute for Defense Analyses in 1988. Nominee Qualifications Dr. Jeffrey brings exceptional technical and scientific expertise and leadership experience to the Board as a former CEO of a private technology research organization with broad technical experience relevant to TE’s major markets as well as in innovation strategies, particularly as related to research and development. He has almost 20 years of government executive experience and experience in U.S. public policy.

Age 67 Director since 2007 Non-Executive Chairman since 2018 Current Public Company Directorships ● Automatic Data Processing, Inc. ●Cummins Inc. ●Thermo Fisher Scientific Inc. TE Board committee ●None Other Public Company Directorships within the past five years ●None	Thomas J. Lynch – Non-Executive Chairman of TE Connectivity Former Chief Executive Officer, TE Connectivity Ltd. Professional Highlights Mr. Lynch has served as the Non-Executive Chairman of TE Connectivity since March 2018 and was Executive Chairman from March 2017. He served as Chief Executive Officer of TE Connectivity from January 2006 to March 2017. Previously, he was President of Tyco Engineered Products and Services since joining Tyco International in September 2004. Prior to joining Tyco International, Mr. Lynch was at Motorola where he was Executive Vice President and President and Chief Executive Officer, Personal Communications Sector from August 2002 to September 2004; Executive Vice President and President, Integrated Electronic Systems Sector from January 2001 to August 2002; Senior Vice President and General Manager, Satellite & Broadcast Network Systems, Broadband Communications Sector from February 2000 to January 2001; and Senior Vice President and General Manager, Satellite & Broadcast Network Systems, General Instrument Corporation from May 1998 to February 2000. Mr. Lynch holds a Bachelor of Science degree in commerce from Rider University. Nominee Qualifications Mr. Lynch has extensive executive leadership experience in the electronics industry, having served as our chief executive officer for eleven years and, before that, as lead executive of business units at the company’s former parent. He has gained international expertise through management of the Company’s world-wide presence and as a member of the U.S. China Business Council through June 2018. Mr. Lynch’s education in accounting and commerce and experience on the audit, compensation and nominating committees of the boards of other large corporations provide him with valuable perspective for service on our Board.


Age 50 Director since 2021 Current Public Company Directorships ●Columbus McKinnon Corporation TE Board committee ●None Other Public Company Directorships within the past five years ●None	Heath A. Mitts - Executive Director Executive Vice President and Chief Financial Officer, TE Connectivity Ltd. Professional Highlights Mr. Mitts has been Executive Vice President and Chief Financial Officer at TE Connectivity since September 2016. Previously he was Senior Vice President and Chief Financial Officer at IDEX Corporation, a globally diversified company specializing in fluid, metering, health and science technologies, as well as fire, safety and other products, from March 2011 until September 2016. Mr. Mitts joined IDEX as Vice President, Corporate Finance in September 2005. Mr. Mitts holds an MBA in finance from Pennsylvania State University and a Bachelor’s degree in finance and political science from Southern Methodist University. Nominee Qualifications Mr. Mitts has extensive knowledge of our Company and executive leadership experience having served as our Chief Financial Officer since 2016. In addition, Mr. Mitts other qualifications to serve on our Board include his senior leadership and governance experience, his extensive finance and accounting background and his international business experience.

Age 73 Director since 2012 Current Public Company Directorships ●DL E&C Co., Ltd (Chair) TE Board committee ●Nominating Governance & Compliance Other Public Company Directorships within the past five years ●Daelim Industrial Co. Ltd.	Yong Nam – Independent Advisor to the CEO and Chairman of the Board, DL E&C Co., Ltd. and Advisor to the CEO of DL Chemical Professional Highlights Mr. Nam has served as an advisor to the CEO of DL Chemical since January 2021 and as an advisor to the chief executive officer of DL E&C (formerly Daelim Industrial Co., Ltd) since April 2013, both of which are wholly-owned subsidiaries of DL Group, a Korean company. From April 2011 until March 2015, he served as an advisor to LG Electronics, Inc., a global provider of consumer electronics, mobile communications and home appliances. From 2007 through March 2011, Mr. Nam served as Vice Chairman and Chief Executive Officer of LG Electronics. He previously served as President of LG Corp., the global conglomerate of the LG group of companies, from 2006 to 2007, and as Chief Executive Officer of LG Telecom from 1998 until 2006. Mr. Nam’s 35 year career with LG began in 1976. Mr. Nam received a bachelor’s degree in economics from Seoul National University. Mr. Nam is a Director of ADT Korea, a commercial and residential security services provider since June 2014 and previously served as a director of GS Retail, a South Korean retailer, until May 2014 and Pohang Iron and Steel Company (POSCO) until March 2013. Nominee Qualifications Mr. Nam has over 40 years of international business experience in the United States and Asia with a global conglomerate where his responsibilities and focus have included strategy, marketing, information technology and operations. Mr. Nam’s experience in the corporate office, telecommunications and electronics industries includes 23 years of executive leadership, of which he spent 12 years in CEO positions and 4 years as vice chairman. Mr. Nam’s global business perspective makes him a valuable contributor to the vision of the Company.

oard Oversight of Risk Management
Board Oversight of Risk Management
	The Board of Directors is responsible for appraising the Company’s major risks and overseeing that appropriate risk management and control procedures are in place. The Board must understand the risks facing the Company as a function of its strategy, provide oversight of the processes put in place to identify and manage risk (for example, in relation to executive compensation and succession) that only the Board is positioned to manage. The Board is responsible for determining that senior executives take the appropriate steps to manage all major risks. Management has day-to-day responsibility for assessing and managing the Company’s particular exposures to risk.

	The Audit Committee of the Board meets to review and discuss, as determined to be appropriate, with management, the internal auditor and the independent registered public accounting firm: ● the Company’s major financial and accounting risk exposures and related policies and practices to assess and control such exposures, ● overseeing risks related to privacy and cyber-security, and ● assist the Board in fulfilling its oversight responsibilities regarding the Company’s policies and guidelines with respect to risk assessment and risk management.

	The Management Development and Compensation Committee reviews the Company’s risks related to: ● chief executive officer succession and succession plans for senior executives, ● overall compensation structure, ● incentive compensation plans and equity-based plans, ● policies and programs, severance programs, change-of-control agreements and benefit programs, ● human capital management, and ● meets, as appropriate, with the internal and/or external auditors to discuss management and employee compliance with the compensation, incentive, severance and other benefit programs and policies under the committee’s jurisdiction.

	The Nominating, Governance and Compliance Committee reviews the Company’s policies and risks related to: ● related person transactions required to be disclosed pursuant to U.S. securities rules, ● identifying and recommending individuals qualified to become Board members, consistent with criteria approved by the Board, ● developing and recommending to the Board a set of corporate governance principles applicable to the Company, ● overseeing the evaluation of the Board, ● the effectiveness of the Company’s environmental, health and safety management program, ● the Company’s enterprise-wide risk assessment processes, and ● the Company’s compliance programs.


	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.


TE operates on a strong foundation of governance. Our values and our Guide to Ethical Conduct serve as the cornerstones of our ethical business practices. For more information on key governance matters, please refer to the following pages in this proxy statement: Board Diversity (page 28-29), Board Oversight of Risk Management (page 32), Guide to Ethical Conduct (page 35), Communicating Concerns (page 35), NGCC Oversight of Environmental,Social and Governance (“ESG”) matters (page 34), Executive Compensation (beginning on page 45), CEO Pay Ratio (page 70) and charitable contributions and PAC (page 73).
*TE’s goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met. Content available at websites and in documents referenced in this section are not incorporated herein and are not part of this Proxy Statement.


Director	Audit Committee	Management Development and Compensation Committee	Nominating, Governance and Compliance Committee
Pierre R. Brondeau			µ
Carol A. (“John”) Davidson	µ
Lynn A. Dugle
William A. Jeffrey
Yong Nam
Daniel J. Phelan
Abhijit Y. Talwalkar		µ
Mark C. Trudeau
Dawn C. Willoughby
Laura H. Wright


Audit Committee
Meetings during fiscal 2021	● Eleven
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 Swiss 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 and cyber security ● 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 ● 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 76.
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/audit-committee-charter.pdf


Management Development and Compensation Committee
Meetings during fiscal 2021	● Ten
Duties and Responsibilities	● Ensure leadership development and succession plans of senior leadership ● Review plans for the development of the organization ● Review and approve compensation, benefits and human resources 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 ● 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 61.
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-md-cc-2021-03-11.pdf


Nominating, Governance and Compliance Committee
Meetings during fiscal 2021	● 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
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-ng-cc-2021-03-11.pdf


Name	Age	Position(s)
Terrence R. Curtin*	53	Chief Executive Officer and Director
John S. Jenkins, Jr.	56	Executive Vice President and General Counsel
Shadrak W. Kroeger	53	President, Industrial Solutions
Steven T. Merkt	54	President, Transportation Solutions
Heath A. Mitts*	50	Executive Vice President, Chief Financial Officer and Director
Timothy J. Murphy	54	Senior Vice President and Chief Human Resources Officer, Global Human Resources
Robert J. Ott	60	Senior Vice President and Corporate Controller
Eric J. Resch	64	Senior Vice President and Chief Tax Officer
Aaron K. Stucki	48	President, Communications Solutions

CD&A Table of Contents		Page
Highlights	Introduction	45-46
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	51-54
	- Long-Term Incentive Awards	55-56
	Other Benefits and Perquisites	56

Policies and Practices	Executive Stock Ownership Requirements	57
		Termination Payments	57
		Swiss Law Requirements	58
		Insider Trading Policy	58
		Roles and Responsibilities of MDCC, Independent Nonemployee Members of the Board of Directors, Consultant & CEO	59
		Tax Deductibility and Risk Profile	60

Other	Management Development and Compensation Committee Report	61
Other		Compensation Committee Interlocks and Insider Participation	61

Executive Compensation	Summary Compensation Table	62-63
		Grants of Plan-Based Awards	64
		Outstanding Equity Awards	65
		Option Exercises and Stock Vested	66
		Pension Benefits	66
		Nonqualified Deferred Compensation	66-67
		Termination and Change in Control Payments	67-70
		CEO Pay Ratio	70-71
		Compensation of Non-Employee Directors	72-73



Terrence R. Curtin	Heath A. Mitts	Steven T. Merkt	John S. Jenkins, Jr.	Shadrak W. Kroeger
Chief Executive Officer	EVP and Chief Financial Officer	President, Transportation Solutions	EVP and General Counsel	President, Industrial Solutions



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.	9%	18%
Annual Short-term Incentive	– Focuses our executives on achieving financial and other business objectives. – FY2021 Metrics: Revenue, Operating Income, Strategic Priorities (KPIs) and Earnings Per Share	14%	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. – FY2021 Vehicles: • 50% Performance Stock Units (PSU) • 50% Stock Options (SO)	77%	64%



Mr. Kroeger received a 6.5% base salary increase to recognize his promotion to President, Industrial Solutions, none of our other NEOs received base salary increases for fiscal year 2021.	Approved payouts ranged from 100.5% to 161.3% of target based on performance against metrics	Annual Grants were delivered in the form of PSU (50%) and SO (50%); FY 2019 PSU with a three-year performance cycle vested in December 2021 below the target range


Shareholder alignment	– Designed to focus our executives on creating shareholder value – 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 both company and individual performance – 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 – 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	General Dynamics Corporation
Amphenol Corporation	Honeywell International, Inc.
Aptiv, PLC	Johnson Controls International plc
BorgWarner, Inc.	Parker-Hannifin Corporation
Eaton Corporation plc	Rockwell Automation, Inc.
Emerson Electric Co.	Sensata Technologies Holding PLC
Fortive Corporation


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 2021		Change from Fiscal 2020
Mr. Curtin	$	1,200,000		No Change
Mr. Mitts	$	673,111		No Change
Mr. Merkt	$	654,136		No Change
Mr. Jenkins	$	573,513		No Change
Mr. Kroeger	$	575,000		6.50%


	Fiscal 2021 Target		Change from Fiscal 2020
Mr. Curtin	150	%	No Change
Mr. Mitts	125	%	85	%
Mr. Merkt	100	%	85	%
Mr. Jenkins	85	%	No Change
Mr. Kroeger	95	%	85	%


	Business Segment
			Transportation		Industrial
Performance Metrics	Corporate		Solutions		Solutions
Earnings Per Share ("EPS")⁽¹⁾	20	%	20	%	20	%
Revenue⁽²⁾	25	%	20	%	30	%
Operating income⁽²⁾	35	%	40	%	30	%
Key Performance Indicator ("KPI")⁽³⁾	20	%	20	%	20	%