TE Connectivity plc PRE 14A, filed Dec 21, 2020

TE Connectivity plc (TEL)

PRE 14A 2020-12-21 For: 2021-03-10

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⌧	Preliminary Proxy Statement

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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 Statement	4
	Questions and Answers About This Proxy Statement and Voting	4
	Security Ownership of Certain Beneficial Owners and Management	11
4	Agenda Item No. 1—Election of Directors	13
	Nominees for Election	13
	Corporate Governance	23
	The Board of Directors and Board Committees	29
4	Agenda Item No. 2—Election of the Chairman of the Board of Directors	33
4	Agenda Item No. 3—Election of the Members of the Management Development and Compensation Committee	34
	Executive Officers	35
	Compensation Discussion and Analysis	37
	Management Development and Compensation Committee Report	54
	Compensation Committee Interlocks and Insider Participation	54
	Executive Officer Compensation	55
	CEO Pay Ratio	63
	Compensation of Non-Employee Directors	65
	Certain Relationships and Related Transactions	67
	Delinquent Section 16(a) Reports	68
	Audit Committee Report	68
4	Agenda Item No. 4—Election of the Independent Proxy	70
4	Agenda Item No. 5—Approval of the Annual Report and Financial Statements for the Fiscal Year Ended September 25, 2020	71
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 25, 2020	73
4	Agenda Item No. 7—Election of Auditors	74
4	Agenda Item No. 8—Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”)	77
4	Agenda Item No. 9—Binding Vote to Approve Fiscal Year 2022 Maximum Aggregate Compensation Amount for Executive Management	79
4	Agenda Item No. 10—Binding Vote to Approve Fiscal Year 2022 Maximum Aggregate Compensation Amount for the Board of Directors	81
4	Agenda Item No. 11—Carryforward of Unappropriated Accumulated Earnings	83
4	Agenda Item No. 12—Declaration of Dividend	84
4	Agenda Item No. 13— Approval Of Reduction Of Share Capital For Shares Acquired Under Our Share Repurchase Program	86
4	Agenda Item No. 14—Authorization of Additional Shares under our Employee Stock Purchase Plan	88
	Agenda Item No. 15—Approval of Amended and Restated TE Connectivity Ltd. 2007 Stock and Incentive Plan For Purposes Of 162(m) Of The Internal Revenue Code	91
4	Agenda Item No. 16—Adjournments or Postponements of the Meeting	100
	Additional Information	101
	TE Connectivity 2022 Annual General Meeting of Shareholders	101
	Where You Can Find More Information	102
	Appendix A—Primary Talent Market Peer Group	A-1
	Appendix B—TEL Employee Stock Purchase Plan	B-1
	Appendix C—TEL Amended and Restated 2007 Stock and Incentive Plan	C-1


Time and Date:	2:00 p.m., Central European Time (8:00 a.m., Eastern Standard Time), on March 10, 2021
Place:	Bär & Karrer Ltd., Brandschenkestrasse 90, CH-8002 Zurich, Switzerland
Agenda Items:	1. Election of fourteen (14) 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 2020 Annual Report of TE Connectivity Ltd. (excluding the statutory financial statements for the fiscal year ended September 25, 2020, the consolidated financial statements for the fiscal year ended September 25, 2020 and the Swiss Compensation Report for the fiscal year ended September 25, 2020), (ii) the statutory financial statements of TE Connectivity Ltd. for the fiscal year ended September 25, 2020, and (iii) the consolidated financial statements of TE Connectivity Ltd. for the fiscal year ended September 25, 2020;
	6. Release of the members of the Board of Directors and executive officers of TE Connectivity for activities during the fiscal year ended September 25, 2020;
	7. Election of (i) Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2021, (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 2022 maximum aggregate compensation amount for executive management;
	10. Binding vote to approve fiscal year 2022 maximum aggregate compensation amount for the Board of Directors;
	11. Carryforward of unappropriated accumulated earnings;
	12. Declaration of dividend;
	13. Approval of reduction of share capital for shares acquired under our share repurchase program;
	14.Authorization of additional shares under our TE Connectivity Ltd. Employee Stock Purchase Plan;
	15. Approval of Amended and Restated TE Connectivity Ltd. 2007 Stock and Incentive Plan; 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, 2021. 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 18, 2021.
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 18, 2021 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 global public health emergency resulting from the COVID-19 pandemic, the 2021 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 limitations on public gatherings in Switzerland) and the Swiss Ordinance on Measures to Combat the Coronavirus (COVID-19) in International Passenger Transport (including quarantine requirements, entry and international travel restrictions), shareholders will not be able or permitted to attend the Annual General Meeting in person. In accordance with the Swiss Federal Council Ordinance 3 on Measures to Combat the Coronavirus, shareholders and beneficial owners of our shares must therefore 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 2021 Annual General Meeting, consistent with our long-standing practice.
Granting of Proxy:	Shareholders of record with voting rights have the right to appoint Dr. René Schwarzenbach, Proxy Voting Services GmbH, as independent proxy, pursuant to article 9 of the Swiss Ordinance Against Excessive Compensation at Listed Corporations (the “Swiss Ordinance”), with full rights of substitution, by appointing the independent proxy and voting electronically or submitting a proxy card with your votes. The Swiss Ordinance prohibits from acting as proxies company officers (Organstimmrechtsvertretung) and institutions subject to the Swiss Federal Law on Banks and Savings Banks as well as professional asset managers that hold proxies for holders of record concerning deposited shares (Depotstimmrechtsvertretun)


By order of the Board of Directors,

Harold G. Barksdale
Corporate Secretary

January 14, 2021


		Number of
		Shares
		Beneficially
Beneficial Owner		Owned⁽¹⁾
Directors, Nominees and Executive Officers:
Terrence R. Curtin^(2)(3)(4)(6)		889,881
John S. Jenkins, Jr.⁽²⁾⁽⁴⁾		153,275
Steven T. Merkt⁽²⁾⁽⁴⁾		302,909
Heath A. Mitts^(2)(4)(5)		218,188
Shadrak W. Kroeger⁽²⁾⁽⁴⁾		128,361
Pierre R. Brondeau⁽³⁾		38,032
Carol A. (“John”) Davidson⁽³⁾		13,202
Lynn A. Dugle⁽³⁾		2,280
William A. Jeffrey⁽³⁾		19,331
David M. Kerko⁽³⁾		3,811
Thomas J. Lynch^(3)(4)(7)		367,250
Yong Nam⁽³⁾		18,912
Daniel J. Phelan⁽³⁾		33,801
Abhijit Y. Talwalkar⁽³⁾		8,696
Mark C. Trudeau⁽³⁾		9,602
Dawn C. Willoughby⁽³⁾		2,280
Laura H. Wright⁽³⁾		13,554
All directors, nominees and executive officers as a group (22 persons)^(4)(6)(7)		2,632,896


	Number of	Percentage
Name and Address of Beneficial Owner	Shares	of Class
Dodge & Cox⁽¹⁾	33,003,938	10.0	%
555 California Street, 40th Floor
San Francisco, CA 94104
The Vanguard Group⁽²⁾	25,642,233	7.6	%
100 Vanguard Blvd.
Malvern, PA 19355
Harris Associates L.P.⁽³⁾	19,936,650	6.0	%
111 S. Wacker Drive, Suite 4600
Chicago, IL 60606


Pierre R. Brondeau
Lead Independent Director Chairman, Nominating, Governance & Compliance Committee Dr. Brondeau, 63, joined our Board of Directors in June 2007, immediately following our separation from Tyco International Ltd. (“Tyco International”) and has been Lead Independent Director of the board since March 2015. Dr. Brondeau has served as Executive Chairman of FMC Corporation, a global chemical company, since June 2020, and prior to that served as Chairman of the Board since October 2010. From 2010 to June 2020, Dr. Brondeau served as President and Chief Executive Officer of FMC Corporation. Prior to joining FMC Corporation, he was President and Chief Executive Officer of Dow Advanced Materials, a manufacturer of specialty materials and a wholly owned subsidiary of the Dow Chemical Company, upon the April 2009 merger of Rohm & Haas Company and Dow Chemical Company, until September 2009. From 2008 to 2009, Dr. Brondeau served as President and Chief Operating Officer of Rohm & Haas Company and from 2006 to 2008, as Executive Vice President of electronics materials and specialty materials of Rohm & Haas Company. He also has served as Vice President, Business Group Executive, Electronic Materials, President and Chief Executive Officer, Rohm & Haas Electronic Materials LLC, and Regional Director, Europe, from 2003 to 2006, and previously as Vice President, Business Group Director, Electronic Materials, President and Chief Executive Officer, Shipley Company, LLC, from 1999 to 2003. Dr. Brondeau received a Master’s degree from Universite de Montpellier and a Doctorate from Institut National des Sciences appliquees de Toulouse. Dr. Brondeau served as a Director of Marathon Oil Corporation until March 2016. Since October 2018, Dr. Brondeau has served as Chairman of the Board of Livent Corporation. Dr. Brondeau has over 25 years of executive leadership experience, including 20 years of senior executive experience, at large multi-national public companies engaged in the specialty materials and chemicals industries. He has over 30 years of international business experience in the United States and Europe, and significant expertise in finance and mergers and acquisitions, as well as other areas of business.

Terrence R. Curtin
Executive Director Chief Executive Officer Mr. Curtin, 52, joined our Board of Directors in March 2016. Mr. Curtin has served as the Chief Executive Officer of TE Connectivity since March 2017. Previously Mr. Curtin served as President of TE Connectivity from March 2015 and immediately prior to that served as Executive Vice President and President, Industrial Solutions since August 2012. Previously he served as Executive Vice President and Chief Financial Officer from October 2006 through July 2012. Mr. Curtin served on the TE Connectivity Board prior to our separation from Tyco International and was Vice President and Corporate Controller at Tyco Electronics since 2001. Prior to joining TE Connectivity, Mr. Curtin worked for Arthur Andersen LLP. Mr. Curtin has a Bachelor’s degree in Accounting from Albright College. Mr. Curtin is a director of DuPont deNemours Inc. since June 2019 and is a member of the U.S. China Business Council since June 2018. Mr. Curtin has extensive knowledge of our company and executive leadership experience having served as an employee of ours since 2001 and in executive leadership positions at TE Connectivity since 2006 including having served as our Chief Executive Officer since March 2017. In his prior role as President, Mr. Curtin was responsible for all of TE’s connectivity and sensor businesses and mergers and acquisitions activities. In his prior role as President, Industrial Solutions, Mr. Curtin was responsible for the operations and strategic direction of TE’s Industrial, Energy, and Aerospace, Defense, Oil and Gas businesses. As TE’s Executive Vice President and Chief Financial Officer, Mr. Curtin was responsible for developing and implementing the financial strategy for TE and for creating the financial infrastructure necessary to drive the company’s financial direction, vision and compliance initiatives. Before joining TE, Mr. Curtin was employed by Arthur Andersen LLP where he served in the audit and accounting advisory services group

with a focus on large multinational public companies. Mr. Curtin is also a Certified Public Accountant. Mr. Curtin’s extensive background and knowledge of TE and his background in finance and accounting make him well suited to serve on the Board of Directors.

Carol A. (“John”) Davidson
Independent Director Chair, Audit Committee Audit Committee Financial Expert Mr. Davidson, 65, joined our Board of Directors in March 2016. From January 2004 to September 2012, Mr. Davidson served as the Senior Vice President, Controller and Chief Accounting Officer of Tyco International Ltd., a provider of diversified industrial products and services. Between 1997 and 2004, Mr. Davidson held a variety of leadership roles at Dell Inc., a computer and technology services company, including the positions of Vice President, Audit, Risk and Compliance, and Vice President, Corporate Controller. From 1981 to 1997, Mr. Davidson held a variety of accounting and financial leadership roles at Eastman Kodak Company, a provider of imaging technology products and services. He holds a Bachelor of Science in Accounting from St. John Fisher College and an MBA from the University of Rochester. Mr. Davidson is currently a director of FMC Corporation. Previously he was a director of Allergan plc until May 2020, Legg Mason, Inc. until July 2020, DaVita Inc. until March 2018 and Pentair plc until May 2018. Mr. Davidson is a Certified Public Accountant with more than 35 years of leadership experience across multiple industries and brings a strong track record of building and leading global teams and implementing governance and controls processes. From January 2013 to August 2018 he served on the Board of Governors of the Financial Industry Regulatory Authority (FINRA), an independent regulator of securities firms. In addition, until December 2015, he was a member of the Board of Trustees of the Financial Accounting Foundation which oversees financial accounting and reporting standards setting processes for the United States. Mr. Davidson’s significant experience with complex accounting and financial issues combined with his knowledge of public reporting requirements and processes bring accounting and financial management insight to the Board. Mr. Davidson brings over ten years of public company directorship experience to the Board.

Lynn A. Dugle
Independent Director Member Audit Committee Audit Committee Financial Expert Ms. Dugle, 61, joined our Board of Directors in March 2020. Ms. Dugle joined Engility in 2016 and formerly served as Engility’s (NYSE: EGL) chief executive officer, president and chairman of the board of directors before leading the sale of the company to SAIC (NYSE: SAIC) in 2019. Prior to joining Engility, Ms. Dugle spent more than a decade in senior management positions at Raytheon and retired from the company in March 2015 as a Raytheon Company vice president and President of Raytheon Intelligence, Information and Services (IIS) which housed Raytheon’s Cyber and Special Operations division. Prior to her President’s role, Ms. Dugle was vice president of engineering, technology and quality for the former Raytheon Network Centric Systems (NCS). Before joining Raytheon in April 2004, Ms. Dugle held a number of officer-level positions culminating in a general management role with ADC Telecommunications. Ms. Dugle earned a bachelor’s of science in technical management and a bachelor’s of arts in Spanish from Purdue University. She received a master’s of business administration from The University of Texas at Dallas. Ms. Dugle is a director of State Street Corporation, serving as a member of the Technology and Operational Risk Committee and a member of the Audit Committee, a Director and member of the Audit Committee at KBR, Inc. In addition she is a Director and member of the Finance Committee for Micron Technology Inc. Ms. Dugle serves on three

nonprofit organizations, the Board of the Intelligence and National Security Alliance (INSA), The B2B Project, and ZOE Empowers. Ms. Dugle has more than 30 years of executive leadership experience in defense, intelligence and high-tech industries. As the former Chief Executive Officer and Chairman of Engility Holdings, Ms. Dugle brings to the Board valuable experience in leading the development of large businesses with a focus on information, technology and security matters. Prior to her role at Engility, Ms. Dugle was responsible for advanced cyber solutions, cyber security services and information-based solutions at Raytheon. Ms. Dugle also has leadership experience with respect to strategy and global operations, including with respect to engineering, technology and quality functions.

William A. Jeffrey
Independent Director Member, Nominating Governance & Compliance Committee The Honorable Dr. William A. Jeffrey, 61, joined our Board of Directors in March 2012. Since September 2014, Dr. Jeffrey has been Chief Executive Officer of SRI International, a research and development organization serving government and industry. 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. Dr. Jeffrey holds a Ph.D. and master’s degree in Astronomy from Harvard University and a Bachelor of Science degree in physics from Massachusetts Institute of Technology. Dr. Jeffrey brings exceptional technical and scientific expertise and leadership experience to the Board as 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.

David M. Kerko
Independent Director Member, Audit Committee Audit Committee Financial Expert Mr. Kerko, 47, joined our Board of Directors in March 2019. From 2015 to 2020, he was Advisor to KKR & Co., L.P. From 2010 to 2015, Mr. Kerko was a Member at KKR and served as Co head of the Technology Group from 2013 to 2015. Mr. Kerko joined KKR in 1998 and played an active role building the firm’s technology platform from 2006 to 2015. At KKR, Mr. Kerko was involved in a broad range of investments, including but not limited to Broadcom Ltd., a semiconductor manufacturer, Magic Leap, a virtual reality hardware manufacturer, Marvell Technology Group, a producer of storage, communications and consumer semiconductor products, NXP Semiconductors, a semiconductor manufacturer, and Sonos, Inc., a manufacturer of digital sound systems. Prior to joining KKR, Mr. Kerko was with Gleacher NatWest Inc. where he was involved in mergers and acquisition transactions and financing work. From 2020, Mr. Kerko has served as a director of Nebula Caravel Acquisition Corp., a special purpose acquisition company. From 2018, Mr. Kerko has served as a director of Global Foundries, a privately held semiconductor manufacturer. From 2015, Mr. Kerko has served as a director of Transphorm, Inc., a designer and manufacturer of gallium nitride field effect transistors. From 2015, Mr. Kerko has served as a director of Science Applications International Corporation (formerly Engility Holdings, Inc.), an engineering services company. Mr. Kerko previously served as a director of TWC Tech Holdings II Corp, a special purpose acquisition company, until December 2020.

Mr. Kerko holds a Bachelor of Science from the Wharton School at the University of Pennsylvania and a B.S.E., summa cum laude, from the School of Engineering and Applied Science at the University of Pennsylvania. Mr. Kerko is well qualified to serve on our Board of Directors due to his significant experience advising emerging and established companies with respect to strategic planning, corporate finance, manufacturing and operations, global business management and public markets strategy, particularly in the technology industry, as well as his service on the boards of directors of several public and private companies.

Thomas J. Lynch
Non-Independent Director, Chairman of the Board Mr. Lynch, 66, was appointed Chairman of our Board of Directors on January 7, 2013 and has served on our Board of Directors since early 2007. 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. Mr. Lynch is a Director of Thermo Fisher Scientific Inc., Cummins Inc. and Automatic Data Processing, Inc. and is on the boards of trustees for The Franklin Institute, Philadelphia, PA, and Rider University, Lawrenceville, NJ. 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.

Heath A. Mitts
Executive Director Candidate Chief Financial Officer Mr. Mitts, 49, is a nominee for director. 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. Mr. Mitts has been a Director on the board of Columbus McKinnon since May 2015. 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.

Yong Nam
Independent Director Member, Nominating Governance & Compliance Committee Mr. Nam, 72, joined our Board of Directors in March 2012. Since April 2013, Mr. Nam has served as an advisor to the chief executive officer & Chairman of the board of Daelim Industrial Co. Ltd., the engineering, construction and petrochemical operations affiliate of Daelim 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 the Chairman of the Board of Daelim Industrial Co. Ltd. since March 2018 and was a Director of ADT Caps Korea, a commercial and residential security services provider, until September 2018. He 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. 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 four years as vice chairman. Mr. Nam’s global business perspective makes him a valuable contributor to the vision of the company.

Daniel J. Phelan
Independent Director Chair, Management Development & Compensation Committee Mr. Phelan, 71, joined our Board of Directors in June 2007, immediately following our separation from Tyco International. Mr. Phelan was Chief of Staff of GlaxoSmithKline, a manufacturer of pharmaceuticals, vaccines and consumer health related products, from 2008 until his retirement in December 2012, following which he consulted for GlaxoSmithKline until the end of 2013. He was Senior Vice President of Human Resources of GlaxoSmithKline from 1994 to 2008. As Chief of Staff, Mr. Phelan was responsible for information technology, human resources, corporate strategy and development, worldwide real estate and facilities, environmental health and safety, and global security. Mr. Phelan received bachelor’s and law degrees from Rutgers University and a master’s degree from Ohio State University. Mr. Phelan is a Director of Indivior PLC. Mr. Phelan brings a range of valuable expertise to the Board. He was chief of staff of a large global health products and pharmaceuticals manufacturer and served for over 18 years in executive positions where his responsibilities have included information technology, human resource management, strategy, real estate, environmental concerns and global security. In addition, he holds a law degree and has experience advising chief executives, as well as experience in labor law and labor relations and employment law and practice, executive compensation, mergers, acquisitions and divestitures, succession planning, leadership development and education, international business and pension and benefits design and management.

Abhijit Y. Talwalkar
Independent Director Member, Management Development & Compensation Committee Mr. Talwalkar, 56, joined our Board of Directors in March 2017. He is the former President and Chief Executive Officer of LSI Corporation, a leading provider of silicon, systems and software technologies for the storage and networking markets, a position he held from May 2005 until the completion of LSI’s merger with Avago Technologies in May 2014. From 1993 to 2005, Mr. Talwalkar was employed by Intel Corporation, the largest semiconductor manufacturer in the industry. At Intel, he held a number of senior management positions, including Corporate Vice President and Co-General Manager of the Digital Enterprise Group, which was comprised of Intel’s business client, server, storage and communications businesses, and as Vice President and General Manager for the Intel Enterprise Platform Group, where he focused on developing, marketing, and driving Intel business strategies for enterprise computing. Prior to joining Intel, Mr. Talwalkar held senior engineering and marketing positions at Sequent Computer Systems, a multiprocessing computer systems design and manufacturer that later became a part of IBM; Bipolar Integrated Technology, Inc., a VLSI bipolar semiconductor company; and Lattice Semiconductor Inc., a service driven developer of programmable design solutions widely used in electronic systems. Mr. Talwalkar has a Bachelor of Science degree in electrical engineering from Oregon State University. Mr. Talwalkar served as a member of the board of directors of LSI Corporation from May 2005 to May 2014 and the U.S. Semiconductor Industry Association, a semiconductor industry trade association from May 2005 to May 2014. He was additionally a member of the U.S. delegation for World Semiconductor Council proceedings. Since 2011, Mr. Talwalkar has served on the board of directors of Lam Research Corporation and became Lam’s Chairman of the Board in November of 2019. Since May 2016, Mr. Talwalkar has been serving as the Chairman of the Board for iRhythm Technologies, a healthcare technology company that specializes in cardiac monitoring and the diagnoses of arrhythmias and is a director of Advanced Micro Devices, Inc., a global semiconductor company since June 2017. Mr. Talwalkar brings experience as a public company executive officer and director, along with a proven record of executive leadership including ten years as a chief executive officer. His experience in marketing, mergers and acquisitions and other business and operations experience will bring relevant insight to the Board.

Mark C. Trudeau
Independent Director Member, Management Development & Compensation Committee Mr. Trudeau, 59, joined our Board of Directors in March 2016. Since June 2013, Mr. Trudeau has been President, Chief Executive Officer and a director of Mallinckrodt plc, a global business that develops, manufactures, markets and distributes specialty pharmaceuticals and therapies, which filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in October 2020. Prior to that, Mr. Trudeau served as Senior Vice President and President of the Pharmaceuticals business of Covidien plc beginning in February 2012. He joined Covidien from Bayer HealthCare Pharmaceuticals LLC USA, the U.S. healthcare business of Bayer AG, where he served as Chief Executive Officer. He simultaneously served as President of Bayer HealthCare Pharmaceuticals, the U.S. organization of Bayer’s global pharmaceuticals business. In addition, he served as Interim President of the global specialty medicine business unit from January to August 2010. Prior to joining Bayer in 2009, Mr. Trudeau headed the immuno science Division at Bristol Myers Squibb. During his 10 plus years at Bristol Myers Squibb, he served in multiple senior roles, including President of the Asia/Pacific region, President and General Manager of Canada and General Manager/Managing Director in the United Kingdom. Mr. Trudeau also served in a variety of executive positions at Abbott Laboratories from 1988 to 1998. Mr. Trudeau holds a Bachelor’s degree in Chemical Engineering and an MBA, both from the University of Michigan. Mr. Trudeau brings experience as a public company executive officer and director, along with a proven record of executive leadership and strong global business expertise including in the areas of strategy, operations and management,

as well as other areas of business. Mr. Trudeau has over 29 years of leadership positions at global companies which makes him well suited to provide valuable insight to our board and meets the SEC definition of an audit committee financial expert.

Dawn C. Willoughby
Independent Director Member, Management Development & Compensation Committee Ms. Willoughby, 51, joined our Board of Directors in March 2020. Ms. Willoughby was the Executive Vice President and Chief Operating Officer of The Clorox Company, a manufacturer and marketer of consumer and professional products, from September 2014 through January 2019. She also served as the company’s Senior Vice President and General Manager, Clorox Cleaning Division; Vice President and General Manager, Home Care Products; and Vice President and General Manager, Glad Products, along with several other positions since she began there in 2001. Prior to her career at The Clorox Company, Ms. Willoughby spent nine years with The Procter & Gamble Company, where she held several positions in sales management. Ms. Willoughby obtained a Bachelor of Arts in sports management from the University of Minnesota and an MBA from the University of California, Los Angeles Anderson School of Business. Ms. Willoughby is a director of J. M. Smucker Company. Ms. Willoughby is well qualified to serve on our Board of Directors due to her prior business experience and experience serving as a public company director. Ms. Willoughby brings an extensive background leading business operations through her former roles with The Clorox Company and The Procter & Gamble Company. She also brings strong insights regarding sustainability through her former role with The Clorox Company. In addition, Ms. Willoughby’s background enables her to provide valuable insights to the Board, particularly in management, strategy, sales, marketing, and sustainability.

Laura H. Wright
Independent Director Member, Audit Committee Audit Committee Financial Expert Ms. Wright, 60, joined our Board of Directors in March 2014 after her retirement in 2012 as Chief Financial Officer of Southwest Airlines, a provider of air transportation in the United States. During her 25 year career at Southwest, she served in a variety of financial roles including Chief Financial Officer, Senior Vice President Finance, Treasurer and Assistant Treasurer. She began her career at Arthur Young & Co. in 1982 as a member of their tax staff, following which she became a Tax Manager from 1986 through 1988. Ms. Wright holds Bachelor and Master of Science degrees in accounting from the University of North Texas and is a Certified Public Accountant. Since February 2018 she has served as a director of Spirit AeroSystems Holdings, Inc., a manufacturer of large structural components for commercial and military aircraft and serves on the Board of CMS Energy, a publicly traded company and its subsidiary Consumers Energy, since February 2013. She also served as a Trustee of Pebblebrook Hotel Trust, a publicly traded hotel and real estate investment trust until February 2019. Ms. Wright brings 26 years of large public company leadership experience, including nine as Chief Financial Officer and six as Treasurer. As a former Chief Financial Officer and Treasurer, she brings finance experience, including corporate financial reporting, risk management, capital markets, investor relations, tax, strategy, and mergers and acquisitions to the Board. She also brings nine years of public company directorship experience to the Board and meets the SEC definition of an audit committee financial expert.


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


Audit Committee
Meetings during fiscal 2020	o Nine
Duties and Responsibilities	o 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 o 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 o Review and oversee the company’s internal audit function o Oversee compliance with legal and regulatory requirements o Review financial and accounting risk exposure affecting the company o Oversee risks related to privacy and cyber security o 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 o Oversee procedures for handling complaints and concerns regarding accounting or auditing matters o Oversee the company Ombudsman and the company’s Guide to Ethical Conduct
General Information	o The Board has determined that each member of the Audit Committee is financially literate o The Board has determined that all members of the Audit Committee are “audit committee financial experts” as defined under SEC rules o The Board has determined that all members of the Audit Committee satisfy the relevant SEC, NYSE and the company’s additional independence requirements o The Audit Committee’s report appears on pages 70-71.
Written Charter	o The Audit Committee charter can be found on the company’s website at https://www.te.com/usa-en/about-te/our-company/leadership.html.


Management Development and Compensation Committee
Meetings during fiscal 2020	o Eight
Duties and Responsibilities	o Ensure succession of senior leadership o Review plans for the development of the organization o 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 o Review and approve compensation of the company’s executive officers other than the Chief Executive Officer and recommend the Chief Executive Officer’s compensation for approval by the independent members of the Board o Review and approve management incentive compensation policies and programs and equity compensation programs for employees
General Information	o Additional information on the committee’s processes and procedures for consideration of executive compensation are addressed in “Compensation Discussion and Analysis” o 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 o The Management Development and Compensation Committee’s report appears on page 56.
Written Charter	o The Management Development and Compensation Committee charter can be found on the company’s website at https://www.te.com/usa-en/about-te/our-company/leadership.html.


Nominating, Governance and Compliance Committee
Meetings during fiscal 2020	o Six
Duties and Responsibilities	o Select director nominees for the Board o Develop and review our Board Governance Principles o Annually review director compensation and benefits in conjunction with the Management Development and Compensation Committee o Oversee the annual self-evaluations of the Board and its committees, as well as director performance o Make recommendations to the Board concerning the structure and membership of the Board committees o Oversee the company’s environmental, health and safety management system and compliance programs
General Information	o 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	o The Nominating, Governance and Compliance Committee charter can be found on the company’s website at https://www.te.com/usa-en/about-te/our-company/leadership.html.

Name	Age	Position(s)
Terrence R. Curtin*	52	Chief Executive Officer and Director
Mario Calastri	63	Senior Vice President and Treasurer
John S. Jenkins, Jr.	55	Executive Vice President and General Counsel
Shadrak W. Kroeger	52	President, Industrial Solutions
Steven T. Merkt	53	President, Transportation Solutions
Heath A. Mitts*	49	Executive Vice President, Chief Financial Officer
Timothy J. Murphy	53	Senior Vice President and Chief Human Resources Officer, Global Human Resources
Robert J. Ott	59	Senior Vice President and Corporate Controller
Eric J. Resch	63	Senior Vice President and Chief Tax Officer
Aaron K. Stucki	47	President, Communications Solutions


						Long‑Term
				Annual		Incentive
				Incentive		(Options, PSUs
Name	Title	Base Salary		(cash bonus)		and RSUs)⁽¹⁾
Terrence R. Curtin	Chief Executive Officer	$	1,200,000	$	343,800	$	8,604,650
Heath A. Mitts	EVP and Chief Financial Officer	$	673,111	$	109,280	$	2,509,467
Steven T. Merkt	President, Transportation Solutions	$	628,977	$	96,747	$	2,304,523
Shadrak W. Kroeger	President, Industrial Solutions	$	540,000	$	557,685	$	1,433,538
John S. Jenkins, Jr.	EVP and General Counsel	$	573,513	$	93,110	$	1,536,866

Pay Component	2020 Actions	For More Information, See Page:
Base salaries Fixed cash compensation for core duties	No named executive officer received a base salary increase in fiscal year 2020	46
Annual incentives Variable cash incentives to reward executive officers for achieving pre-determined financial or strategic performance goals	Calculated payouts ranged from 17.4% to 121.5% of target based on performance against goals for revenue, operating income, EPS and key performance indicator.	46-49
Annual long-term incentives Variable equity grants that recognize executives’ contributions and align executives with shareholders in focusing on long-term growth and stock performance	The annual grants ranged from $1,400,000 to $8,400,000 and were delivered in the form of stock options (50%), and Performance Stock Units (PSUs) (50%). Fiscal year 2018 grants of PSUs with a three-year performance cycle vested in December 2020 below the target range based on our EPS growth relative to the Standard & Poor’s 500 Non-Financial Companies Index.	49-51


What We Do
√	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 for 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 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
What We Do Not Do
x	Provide tax gross-ups for executive officers except under our relocation program	x x	Provide tax gross-ups for personal aircraft use Provide excise tax gross-ups
x	Provide perquisites for executive officers except for limited non-business aircraft usage for our CEO	x x	Re-price underwater stock options Allow hedging or pledging of TE securities


Executive Compensation Principles
Shareholder alignment	·	Our executive compensation programs are designed to create 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	·	Annual cash incentive awards are tied to overall corporate, segment or business unit measures that distinguish our highest from our lowest performing 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	·	Our executive compensation programs are designed to encourage executive officers to take appropriate risks in managing their businesses to achieve optimal performance.
Competitive with external talent markets	·	Our executive compensation programs are designed to be competitive within the relevant markets.
	·	We consider compensation for comparable executives within two peer groups: one broader group consisting of companies that compete with us for executive talent, and one narrower group consisting of companies in the electronics industry. Where appropriate we consider additional indices for unique positions.
Focus on executive stock ownership	·	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	·	Our executive compensation programs are designed to be readily understood by our executives, and transparent to our investors.
Fair and equitable	·	Our executive compensation programs and policies are designed to deliver fair and equitable pay based on roles and responsibilities and on company and individual performance, regardless of gender or any other individual demographics.



3M Company	General Dynamics Corporation
Amphenol Corporation	Honeywell International, Inc.
Aptiv, PLC BorgWarner, Inc.	Johnson Controls International plc Parker-Hannifin Corporation
Eaton Corporation plc Emerson Electric Co.	Rockwell Automation, Inc. Sensata Technologies Holding PLC
Fortive Corporation


Factors We Consider
Role		· Responsibilities, scope, and complexity of the executive’s role against the external benchmark data
		· Relative importance of the role within TE Connectivity
Comprehensive Market Analysis		· Market reference points, including the competitiveness of total pay opportunity to our broader talent market and industry peer groups for the executive officer’s specific role
		· 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		· 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		· The Chief Executive Officer’s detailed performance assessments for the other executive officers and recommendations concerning compensation actions


	Fiscal 2020
Mr. Curtin	$	1,200,000
Mr. Mitts	$	673,111
Mr. Merkt	$	628,977
Mr. Kroeger	$	540,000
Mr. Jenkins	$	573,513


	Fiscal 2020 Target
Mr. Curtin	150	%
Mr. Mitts	85	%
Mr. Merkt	85	%
Mr. Kroeger	85	%
Mr. Jenkins	85	%


			Communications		Transportation
2020 Metric	Corporate		Solutions		Solutions
Corporate
Earnings per share	20	%	20	%	20	%
Business
Revenue	25	%	20	%	20	%
Operating income	35	%	40	%	40	%
Key performance indicator	20	%	20	%	20	%


							Threshold		Target		Maximum
							payout		payout		payout*
Metric	Threshold		Target		Maximum*		(% of target)		(% of target)		(% of target)
EPS	90	%	100	%	110	%	50	%	100	%	200	%
Revenue	95	%	100	%	105	%	50	%	100	%	200	%
Operating income	90	%	100	%	110	%	50	%	100	%	200	%
Key performance indicator	Varies by business unit						50	%	100	%	200	%


				Performance		Bonus
Performance Measure (% weighting)	Target	Results		% to Target		Score**
EPS (20%)	$5.05–$5.35	$	4.21	83.3	%	—	%
Revenue (30%)	$12,800–$13,415	$	12,053	94.2	%	—	%
Operating Income (30%)	$2,100–$2,290	$	1,714	81.6	%	—	%
Key Performance Indicator Metric (20%)	*		*			95.0	%
Corporate Level Earned Award:						19.1	%


	Fiscal 2021 Target
Mr. Curtin	150	%
Mr. Mitts	125	%
Mr. Merkt	100	%
Mr. Kroeger	95	%
Mr. Jenkins	85	%


	FY2018	Total FY2018
	Target PSUs	Vested Shares
Mr. Curtin	35,980	23,004
Mr. Mitts	11,350	7,256
Mr. Merkt	12,450	7,960
Mr. Kroeger	5,540	3,542
Mr. Jenkins	7,750	4,955


Mr. Curtin	$	8,400,000
Mr. Mitts	$	2,450,000
Mr. Merkt	$	2,250,000
Mr. Kroeger	$	1,400,000
Mr. Jenkins	$	1,500,000


Mr. Curtin	$	9,800,000
Mr. Mitts	$	3,025,000
Mr. Merkt	$	2,650,000
Mr. Kroeger	$	1,650,000
Mr. Jenkins	$	1,900,000