TE Connectivity plc PRE 14A, filed Dec 21, 2022

TE Connectivity plc (TEL)

PRE 14A 2022-12-21 For: 2023-03-15

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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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◻	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		5
		Proxy Statement	10
		Questions and Answers About This Proxy Statement and Voting	10
		Security Ownership of Certain Beneficial Owners and Management	17
4		Agenda Item No. 1—Election of Directors	19
		Nominees for Election	19
		Corporate Governance	36
		The Board of Directors and Board Committees	42
4		Agenda Item No. 2—Election of the Chairman of the Board of Directors	47
4		Agenda Item No. 3—Election of the Members of the Management Development and Compensation Committee	48
		Executive Officers	49
		Compensation Discussion and Analysis	51
		Management Development and Compensation Committee Report	68
		Compensation Committee Interlocks and Insider Participation	68
		Executive Officer Compensation	69
		CEO Pay Ratio	77
		Compensation of Non-Employee Directors	79
		Certain Relationships and Related Transactions	81
		Delinquent Section 16(a) Reports	82
		Audit Committee Report	83
4		Agenda Item No. 4—Election of the Independent Proxy	85
4		Agenda Item No. 5—Approval of the Annual Report and Financial Statements for the Fiscal Year Ended September 30, 2022	86
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 30, 2022	89
4		Agenda Item No. 7—Election of (i) Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2023, (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	90
4		Agenda Item No. 8—Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”)	93
4		Agenda Item No. 9—Advisory Vote On Frequency Of Advisory Vote To Approve Named Executive Officer Compensation	95
4		Agenda Item No. 10—Advisory Vote to Approve Swiss Statutory Compensation Report for the fiscal year ended September 30, 2022	96
4		Agenda Item No. 11—Binding Vote to Approve Fiscal Year 2024 Maximum Aggregate Compensation Amount for Executive Management	97
4		Agenda Item No. 12—Binding Vote to Approve Fiscal Year 2024 Maximum Aggregate Compensation Amount for the Board of Directors	100
4		Agenda Item No. 13—Carryforward of Unappropriated Accumulated Earnings at September 30, 2022	102
4		Agenda Item No. 14—Declaration of Dividend	103
4		Agenda Item No. 15—Authorization relating to Share Repurchase Program	105
4		Agenda Item No. 16— Approval of Reduction of Share Capital For Shares Acquired Under Our Share Repurchase Program and related amendments to our articles of association	107
4		Agenda Item No. 17—Approval of Changes to the Share Capital and related amendments to our articles of association	109
		Additional Information	113
		TE Connectivity 2024 Annual General Meeting of Shareholders	114
		Where You Can Find More Information	115


Time and Date:	2:00 p.m., Central European Time, on March 15, 2023
Place:	The Park Hyatt Zürich, Beethoven-Strasse 21, 8002 Zürich, 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 2022 Annual Report of TE Connectivity Ltd. (excluding the statutory financial statements for the fiscal year ended September 30, 2022, the consolidated financial statements for the fiscal year ended September 30, 2022 and the Swiss Statutory Compensation Report for the fiscal year ended September 30, 2022), (ii) the statutory financial statements of TE Connectivity Ltd. for the fiscal year ended September 30, 2022, and (iii) the consolidated financial statements of TE Connectivity Ltd. for the fiscal year ended September 30, 2022;
	6. Release of the members of the Board of Directors and executive officers of TE Connectivity for activities during the fiscal year ended September 30, 2022;
	7. Election of (i) Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2023, (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 (“Say on Pay”);
	9. Advisory Vote on Frequency of Advisory Vote to Approve Named Executive Officer Compensation;
	10. Advisory Vote to Approve Swiss Statutory Compensation Report
	11. Binding vote to approve fiscal year 2024 maximum aggregate compensation amount for Executive Management;
	12. Binding vote to approve fiscal year 2024 maximum aggregate compensation amount for the Board of Directors;
	13. Carryforward of Unappropriated Accumulated Earnings;
	14. Declaration of Dividend;
	15. Authorization relating to Share Repurchase Program;
	16. Approval of Reduction of Share Capital for Shares acquired under our Share Repurchase Program and related amendments to our Articles of Association;
	17. Approval of Changes to the Share Capital and related amendments to our Articles of Association; and
	18. To consider any other matters that may properly come before the meeting, or 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 5, 2023. 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, will also 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 23, 2023.
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 23, 2023 have the right to attend the Annual General Meeting and 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. Beneficial Owners who have not obtained a proxy from their bank, broker or nominee are not entitled to vote in person at the Annual General Meeting.
Granting of Proxy:	Shareholders of record with voting rights may appoint Dr. René Schwarzenbach, Proxy Voting Services GmbH, as independent proxy, with full rights of substitution, to vote their shares in accordance with provided instructions, pursuant to article 689c para. 4 Swiss Code of Obligations (the “Swiss Code”). The Swiss Code prohibits the following 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). The proxies granted to the independent proxy must be received no later than 5:00 p.m., Central European Time on March 14, 2023. A shareholder of record who gives a proxy may revoke it at any time before it is exercised by giving notice of the revocation, or, subject to timing limitations, by delivering a revocation letter and subsequent proxy card to the independent proxy.


By order of the Board of Directors,

Harold G. Barksdale
Corporate Secretary

January 18, 2023
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. 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 forwardlooking 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 30, 2022. The company undertakes no obligation to update any forward-looking or other statements.


$16.3B FY22 Annual Revenue	236B Products Manufactured Annually	100+ Global Manufacturing Sites

140 Countries Where We Serve Customers	92,000 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 named 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)		984,390
Shadrak W. Kroeger⁽²⁾⁽⁶⁾		175,096
Steven T. Merkt⁽²⁾⁽⁶⁾		260,950
Heath A. Mitts^(2)(3)(6)		298,956
Aaron K. Stucki⁽²⁾⁽⁶⁾		96,629
Jean Pierre Clamadieu⁽⁵⁾		0
Carol A. (“John”) Davidson⁽³⁾		15,418
Lynn A. Dugle⁽³⁾		4,496
William A. Jeffrey⁽³⁾		21,547
Syaru Shirley Lin⁽³⁾		1,903
Thomas J. Lynch^(3)(6)(8)		188,918
Yong Nam⁽⁴⁾		20,376
Abhijit Y. Talwalkar⁽³⁾		9,412
Mark C. Trudeau⁽³⁾		11,818
Dawn C. Willoughby⁽³⁾		4,496
Laura H. Wright⁽³⁾		15,770
All directors, nominees and executive officers as a group (19 persons)^(6)(7)(8)		2,518,580


	Number of	Percentage
Name and Address of Beneficial Owner	Shares	of Class
The Vanguard Group⁽¹⁾	27,312,606	8.4	%
100 Vanguard Blvd.
Malvern, PA 19355
Capital World Investors⁽²⁾	20,907,589	6.4	%
333 South Hope Street, 55th Fl
Los Angeles, CA 90071
Dodge & Cox⁽³⁾	17,125,955	5.2	%
555 California Street, 40th Floor
San Francisco, CA 94104

● ●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.

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, ● overseeing risks related to cyber-security with the Nominating, Governance and Compliance Committee, 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 34), Board Oversight of Risk Management (page 37-38), Guide to Ethical Conduct (page 40), Communicating Concerns (page 40), NGCC Oversight of Environmental, Social and Governance (“ESG”) matters (page 45), Executive Compensation (beginning on page 51), CEO Pay Ratio (page 77-78) and charitable contributions and PAC (page 80).
*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*
Carol A. (“John”) Davidson	µ
Lynn A. Dugle	●
William A. Jeffrey			µ
Shirley Lin			●
Yong Nam			●
Abhijit Y. Talwalkar		µ
Mark C. Trudeau		●
Dawn C. Willoughby		●
Laura H. Wright	●


Audit Committee
Meetings during fiscal 2022	● 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 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 ● Oversee risks related to cyber-security with the Nominating, Governance and Compliance Committee ● 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 83.
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 2022	● Eight
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 68.
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 2022	● 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 ● Oversee risks related to cyber-security with the Audit Committee ● 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


Name	Age	Position(s)
Terrence R. Curtin*	54	Chief Executive Officer and Director
John S. Jenkins, Jr.	57	Executive Vice President and General Counsel
Shadrak W. Kroeger	54	President, Industrial Solutions
Steven T. Merkt	55	President, Transportation Solutions
Heath A. Mitts*	51	Executive Vice President, Chief Financial Officer and Director
Timothy J. Murphy	55	Senior Vice President and Chief Human Resources Officer, Global Human Resources
Robert J. Ott	61	Senior Vice President and Corporate Controller
Aaron K. Stucki	49	President, Communications Solutions

CD&A Table of Contents		Page
Highlights	Introduction	52
Highlights		Executive Summary/Compensation Highlights & Governance (including Say-on-Pay)	52-54

Compensation Elements and Pay Determination	Executive Compensation Philosophy, Principles & Peer Groups	54-56
		Determining Executive Compensation	56
		Compensation Assessment	56
		NEO Compensation Paid or Awarded for Performance	57
	- Base Salary	57
	- Annual Cash Incentive Awards	57-61
	- Long-Term Incentive Awards	61-62
	Other Benefits and Perquisites	63

Policies and Practices	Executive Stock Ownership Requirements	63
		Termination Payments	64
		Swiss Law Requirements	64
		Insider Trading Policy	65
		Roles and Responsibilities of MDCC, Independent Nonemployee Members of the Board of Directors, Consultant & CEO	66
		Tax Deductibility and Risk Profile	67

Other	Management Development and Compensation Committee Report	68
Other		Compensation Committee Interlocks and Insider Participation	68

Executive Compensation	Summary Compensation Table	69-70
		Grants of Plan-Based Awards	71
		Outstanding Equity Awards	72
		Option Exercises and Stock Vested	73
		Pension Benefits	73
		Nonqualified Deferred Compensation	73-74
		Termination and Change in Control Payments	74-77
		CEO Pay Ratio	77-78
		Compensation of Non-Employee Directors	79-80



Terrence R. Curtin	Heath A. Mitts	Steven T. Merkt	Aaron K. Stucki	Shadrak W. Kroeger
Chief Executive Officer	EVP and Chief Financial Officer	President, Transportation Solutions	President, Communications Solutions	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. – FY2022 Metrics: Revenue, Operating Income, Strategic Priorities (KPIs) and Earnings Per Share	14%	19%
Annual Long-term Incentive	– Further aligns the focus of our executives with stockholders through the use of multi-year performance goals and stock ownership. – FY2022 Vehicles: • 50% Performance Stock Units (PSU) • 50% Stock Options (SO)	77%	63%



Messrs. Curtin, Mitts, Merkt, Stucki and Kroeger had increases in base salary to maintain their competitive pay position in the marketplace	Approved payouts ranged from 82.7% to 195.3% of target based on performance against metrics	Annual Grants were delivered in the form of PSU (50%) and SO (50%); FY2020 PSU with a three-year performance cycle vested in December 2022 above 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	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 2022		Change from Fiscal 2021
Mr. Curtin	$	1,250,000		4.2%
Mr. Mitts	$	750,000		11.4%
Mr. Merkt	$	687,000		5.0%
Mr. Stucki	$	551,000		5.0%
Mr. Kroeger	$	604,000		5.0%


	Fiscal 2022 Target		Fiscal 2021 Target
Mr. Curtin	160	%	150	%
Mr. Mitts	125	%	125	%
Mr. Merkt	100	%	100	%
Mr. Stucki	85	%	85	%
Mr. Kroeger	95	%	95	%


	Business Segment
			Communications		Industrial		Transportation
Performance Metrics	Corporate		Solutions		Solutions		Solutions
Earnings Per Share ("EPS")⁽¹⁾	20	%	20	%	20	%	20	%
Revenue⁽²⁾	25	%	30	%	30	%	20	%
Operating income⁽²⁾	35	%	30	%	30	%	40	%
Key Performance Indicator ("KPI")⁽³⁾	20	%	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 2022	$3.25–$3.50	$	3.57	109.8	%	127.8	%
	2H-FY 2022	$3.70–$3.95	$	3.79	102.4	%	100.0	%
	FY 2022						113.9	%
Business Unit Revenue (25%)	1H-FY 2022	$7,585–$7,820	$	7,806	102.9	%	100.0	%
	2H-FY 2022	$8,400–$8.675	$	8,657	103.1	%	100.0	%
	FY 2022						100.0	%
Business Unit Operating Income (35%)	1H-FY 2022	$1,330–$1,420	$	1,447	108.8	%	120.4	%
	2H-FY 2022	$1,535–$1,650	$	1,543	100.5	%	100.0	%
	FY 2022						110.2	%
Key Performance Indicators (20%)	FY 2022	*		*			86.7	%
Corporate Level Earned Award:							103.7	%