DEF 14A of Sensata Technologies Holding plc, Apr 29, 2024

DEF 14A of Sensata Technologies Holding plc

Filed Apr 29, 2024 · FY20230001477294-24-000062

Open on EDGAR

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

    | Table of Contents | | | | | 1 | Proxy Summary | 69 | Director Compensation | | 6 | Proposal 1: Election of Directors | 70 | Certain Relationships and Related-Person Transactions | | 7 | Identifying and Evaluating Director Nominees | | | | 9 | Director Nominees | 70 | Shareholders' Requests Under Section 527 of the U.K. Companies Act | | 14 | Corporate Governance | | | | 17 | Board Meetings, Committees of the Board and Board Leadership Structure | 71 | Security Ownership of Certain Beneficial Owners and Management | | 20 | Proposal 2: Advisory Resolution on Executive Compensation | 72 | Proposals for the 2025 Annual General Meeting of Shareholders | | 21 | Executive Officers | 73 | Solicitation of Proxies | | 24 | Compensation Discussion and Analysis | 73 | General and Householding of Proxy Materials | | 40 | Compensation Committee Report | 74 | Other Matters | | 41 | Tables and Narrative Disclosure | 75 | Shareholder Resolutions for 2024 Annual General Meeting | | 56 | Proposal 3: Ratification of the Appointment of our Independent Registered Public Accounting Firm | | | | | | 78 | Questions and Answers About the Annual Meeting | | 56 | Audit and Non-Audit Fees | | | | 57 | Pre-Approval Policies and Procedures | A-1 | Appendix A: Directors' Compensation Report | | 57 | Audit Committee Report | B-1 | Appendix B: Reconciliation of Non-GAAP Financial Measures | | 58 | Proposal 4: Advisory Resolution on Directors' Compensation Report | | | | | | C-1 | Appendix C: Rule 10B-18 Repurchase Contract | | 59 | Proposal 5: Appointment of U.K. Statutory Auditor | D-1 | Appendix D:Rule 10B5-1 Repurchase Plan | | 60 | Proposal 6: Authorization of the Audit Committee to Determine U.K. Statutory Auditor's Remuneration | E-1 | Appendix E: Issuer Stock Repurchase and 10B5-1 Trading Plan | | 61 | Proposal 7: Resolution to Receive the 2023 Annual Report and Accounts | F-1 | Appendix F: Fixed Dollar Accelerated Share Repurchase Transaction | | 62 | Proposal 8: Resolution to Approve Form of Share Repurchase Contracts and Repurchase Counterparties | | | | 64 | Proposal 9: Ordinary Resolution to Authorize the Board of Directors to Issue Equity Securities | | | | 65 | Proposal 10: Resolution to Authorize the Board of Directors to Issue Equity Without Pre-emptive Rights | | | | 67 | Proposal 11: Ordinary Resolution to Authorize the Board of Directors to Issue Equity Securities under our Equity Incentive Plans | | | | 68 | Proposal 12: Resolution to Authorize the Board of Directors to Issue Equity Securities under our Equity Incentive Plans Without Pre-emptive Rights | | | | This Proxy Statement includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terminology such as “may”, “will”, “could”, “should”, “expect”, “anticipate”, “believe”, “estimate”, “predict”, “project”, “forecast”, “continue”, “intend”, “plan”, “potential”, “opportunity”, “guidance”, and similar terms or phrases. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives, business and market outlook, megatrends, priorities, growth, shareholder value, capital expenditures, cash flows, demand for products and services, share repurchases, and Sensata’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results. These statements are subject to risks, uncertainties, and other important factors relating to our operations and business environment, and we can give no assurances these forward-looking statements will prove to be correct. Investors and others should carefully consider the foregoing factors and other uncertainties, risks and potential events including, but not limited to, those described in “Item 1A - Risk Factors” in our most recent Annual Report on Form 10-K and as may be updated from time to time in Item 1A in our quarterly reports on Form 10-Q or other subsequent filings with the SEC. All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law. | | | |

  2. Summary of Director Nominees

    Summary of Director Nominees

  3. Summary of Director Nominees

    | Name | Age | Self-Disclosed Diversity Status | Director Since | Committee Membership | | | | | Other Boards(1) | | | | | | Audit | Compens-ation | Finance | Growth & Innovation | Nominating & Corporate Governance | | | Andrew C. Teich* | 63 | | 2014 | | | ● | ● | C | 1 | | John P. Absmeier* | 49 | Veteran | 2019 | ● | | | ● | | 0 | | Daniel L. Black* | 63 | African American | 2021 | ● | ● | ● | | | 0 | | Lorraine A. Bolsinger* | 64 | Female | 2020 | | C | ● | | ● | 0 | | John Mirshekari* | 43 | | 2024 | | | ● | ● | | 0 | | Constance E. Skidmore* | 72 | Female | 2017 | C | ● | | | ● | 1 | | Steven A. Sonnenberg* | 71 | | 2020 | ● | | | ● | | 2 | | Martha N. Sullivan | 67 | Female | 2013 | | | | C | | 1 | | Jugal Vijayvargiya* | 56 | Asian | 2023 | | ● | | | ● | 0 | | Stephen M. Zide* | 64 | | 2010 | | | C | | | 0 |

  4. Summary of Director Nominees

    | * Independent Director | C Committee Chair | ● Committee Member | | (1) Number of other public company boards of which the director is currently a member. | | |

  5. Summary of Director Nominees

    Following the re-election of the Board nominees at our Annual Meeting, the Board will have the following characteristics:

  6. Summary of Director Nominees

    | 6 New directors in the last five years | | 3 Current or former CEOs | 5.8 years Average Tenure | | | | 9 of 10 Independent | | | 59 Average age | 50% Gender or ethnically diverse | | |

  7. Board Diversity

    Board Diversity The Board nominees are ten talented directors with diverse skill sets and professional backgrounds, as reflected in their biographies in the section of this proxy statement titled "Director Nominees" starting on page 9. Of our ten nominees, three are women, one is African American, one is Asian, and one is a Veteran.

  8. Board Diversity

    | | 2024 PROXY STATEMENT - PAGE 2 |

  9. Director Nominees' Skills and Expertise

    Director Nominees' Skills and Expertise Our director nominees possess a balance of distinguished leadership, diverse perspectives, strategic skill sets, backgrounds and professional experience relevant to our business and strategic objectives.

  10. Director Nominees' Skills and Expertise

    | | | | | | | | | | | | | Knowledge, Skills and Experience | | | | | | | | | | | | Financial Expertise Knowledge of financial accounting, reporting, and internal controls, and qualifies as an Audit Committee "financial expert" | | • | | • | • | • | • | • | | • | | Senior Executive Leadership Experience as a senior level leader, ability to develop leadership potential in others and implement transformational change | • | | • | | | • | • | • | • | | | International Business Familiarity with the trade of goods, services, technology and capital across national borders and on a global scale | • | | • | • | | • | • | • | • | • | | ESG Experience in environmental, social, and governance (ESG) matters and management of ESG risks and opportunities | | • | • | • | • | • | • | • | | • | | Industry, Technology & Product Knowledge Understanding of markets and industries we serve, including our products, technologies, customers, competitors and trends | • | | • | • | | • | • | • | • | • | | Risk Management Experience with the identification, evaluation, and prioritization of risks and strategies to minimize, monitor, and control risk impact | | • | • | | | • | • | | | | | Mergers & Acquisitions Familiarity with driving business transformation through M&A, strategic alliances, investments, and partnerships | • | • | • | • | • | • | • | • | • | • | | Business Strategy Ability to plan, take action and set goals to optimally deliver, launch, market and distribute existing and new business | • | • | • | • | • | • | • | • | • | • | | Human Capital Management Experience in organizational management and strategy to improve business value through strategic workforce planning | | | • | | | • | • | • | • | | | Manufacturing / Operations Knowledge of manufacturing of goods and the administration of business operation practices to create efficiency | • | | • | • | | • | • | • | • | | | Capital Markets / Corporate Finance Experience in capital structuring, investment decisions, cash flow, accounting, financial statements and taxation | | • | • | • | | • | • | • | • | • |

  11. Director Nominees' Skills and Expertise

    | | 2024 PROXY STATEMENT - PAGE 3 |

  12. IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

    IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

  13. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  14. DIRECTOR NOMINEES

    | | Andrew C. Teich Chairman (since 2019) Independent Director since 2014 Age: 63 Committees: • Growth & Innovation • Nominating & Corporate Governance (Chair) |

  15. FLIR Systems

    FLIR Systems •President and Chief Executive Officer (2013 – 2017) •President, Commercial Systems (2010 – 2013) •President, Commercial Vision Systems (2006 – 2010) •SVP, Sales and Marketing (2000 – 2006) Inframetrics, Inc. •VP Sales and Marketing (1984 – 1999 when acquired by FLIR) Skills and Qualifications: •Extensive senior executive leadership, international business, technology & product knowledge, business strategy, and human capital management gained in more than 30 years of experience at Inframetrics and FLIR •Significant financial, capital markets, and M&A experience with over 25 completed acquisitions •Named as Inventor on more than 50 patents Education: •Bachelor of Science in Marketing, Arizona State University •Advanced Management Program, Harvard University Other Board Activities:

  16. Resideo Technologies

    Resideo Technologies •Lead Independent Director (since 2018) and currently Chair of Innovation and Technology Committee and member of Compensation and Human Capital Management and Nominating & Governance Committees (since 2018)

  17. FLIR Systems

    FLIR Systems •Director (2013 – 2017)

  18. Juniper II Corp

    Juniper II Corp •Director (2021 – 2023)

  19. Juniper II Corp

    | | John P. Absmeier Independent Director since 2019 Age: 49 Committees: • Audit • Growth & Innovation |

  20. Juniper II Corp

    Selected Experience:

  21. Woven by Toyota

    Woven by Toyota •Chief Technology Officer (since 2022)

  22. Lear Corporation

    Lear Corporation •Chief Technology Officer (2018 – 2022)

  23. Samsung Electronics

    Samsung Electronics •Vice President, Smart Machines (2015 – 2018) Delphi Corporation, now Aptiv (1996 – 2015) •Managing Director – Delphi Labs and Automated Driving (2012 – 2015) •Business Director – Electronic Controls, Asia Pacific (2006 – 2012) •Held several roles of increasing responsibility in the areas of safety, infotainment and electric vehicles

  24. United States Marine Corps

    United States Marine Corps •Meritoriously promoted and awarded multiple honors for outstanding performance Skills and Qualifications: •Significant industry knowledge, including detailed understanding of the autonomous, electric and connected vehicle markets with a vast network of relationships given deep knowledge and connectivity in the space •Significant senior leadership, international business, M&A, software, manufacturing / operations , and strategy expertise gained over nearly 30 year career with leading technology companies Education: •Bachelor of Science in Mechanical Engineering, Purdue University •Master of Science in Mechanical Engineering and Management of Technology, UC Berkeley Other Board Activities: Voltaiq, a private battery intelligence software provider •Director (since 2022) Woven by Toyota, a subsidiary of Toyota Motor Corporation leading Toyota’s transformation into a mobility company

  25. United States Marine Corps

    | | 2024 PROXY STATEMENT - PAGE 9 |

  26. United States Marine Corps

    | | Daniel L. Black Independent Director since 2021 Age: 63 Committees: • Audit • Compensation • Finance |

  27. United States Marine Corps

    The Wicks Group, a private equity firm focused on technology-enabled investments) •Managing Partner (since 2005) •Principal (2003 – 2005)

  28. BNY Capital Markets

    BNY Capital Markets •Managing Director, and Co-Head of Merchant Banking (1982 – 2003) Skills and Qualifications: •Demonstrated ability to lead digital transformation strategies •Extensive senior management and leadership experience in capital markets, finance, M&A, business strategy, capital allocation and corporate governance gained through 40 years of experience Education: •Bachelor of Arts in Government, Dartmouth College Other Board Activities: Advent Convertible Securities Fund, $850M closed-end fund •Trustee and member of the Audit and Nominating & Governance Committees (since 2005)

  29. Dartmouth College Board of Trustees

    Dartmouth College Board of Trustees •Trustee Emeritus (since 2023), having previously served as Member (since 2019) Harlem Lacrosse and Leadership, non-profit educational organization •Executive Board Member (2014 – 2021)

  30. Dartmouth College Board of Trustees

    | | Lorraine A. Bolsinger Independent Director since 2020 Age: 64 Committees: • Compensation (Chair) • Nominating & Corporate Governance • Finance |

  31. Dartmouth College Board of Trustees

    Selected Experience: General Electric (“GE”) (1980 – 2017) •Vice President, Corporate Accelerated Leadership Program (2013 – 2017) •President and Chief Executive Officer, Distributed Power Systems (2013 – 2016) •President and Chief Executive Officer, Aviation Systems (2008 – 2012) •Held various managerial and leadership roles, including becoming one of the youngest and first female Corporate Officers Skills and Qualifications: •Extensive senior executive leadership, operational, industry and technical experience gained over nearly 40 years with GE •Experience developing worldwide strategic relationships with commercial, government and military partners •Significant experience in environmental sustainability strategies, risk management, and executive talent development Education: •Bachelor of Science in Biomechanical Engineering, University of Pennsylvania Other Board Activities:

  32. Worchester Polytechnical Institute

    Worchester Polytechnical Institute •Trustee and Chair of the Audit Committee

  33. Society of Women Engineers

    Society of Women Engineers •Member (currently) Lake Sunapee Protective Association, an environment nonprofit •Board Member (currently)

  34. Society of Women Engineers

    | | 2024 PROXY STATEMENT - PAGE 10 |

  35. Society of Women Engineers

    | | John Mirshekari Independent Director since 2024 Age: 43 Committees: • Growth & Innovation • Finance |

  36. Society of Women Engineers

    M Partners Capital LLC, a private investment firm •Founder and Managing Partner (2023-present)

  37. Fidelity Investments

    Fidelity Investments •Portfolio Manager in the Equity division (2010-2022) •Co-managed the Fidelity Value Fund, the Fidelity Low-Priced Stock Fund and several others Skills and Qualifications: •Extensive experience in finance, investment and strategic execution •Significant experience in business strategy, shareholder value creation, corporate governance and institutional investor perspective Education: •Bachelor of Business Administration, University of Notre Dame Other Board Activities:

  38. Hydroflow Products, LLC

    Hydroflow Products, LLC •Director (since 2019)

  39. Hydroflow Products, LLC

    | | Constance E. Skidmore Independent Director since 2017 Age: 72 Committees: • Audit (Chair) • Compensation • Nominating & Corporate Governance |

  40. Hydroflow Products, LLC

    Selected Experience: PricewaterhouseCoopers (“PWC”) •Partner and member of its governing board (1989 – 2009) •Led various strategic initiatives, including serving as US Strategy Leader for PWC 10-year strategy and development and deployment of Tax Outsourcing business in India Skills and Qualifications: •More than 30 years of accounting and finance experience •Significant business strategy, risk management, ESG, M&A, and talent management experience gained over lengthy career with PWC •Corporate governance expertise gained through directorship roles in other public companies, including service on audit committees •Advisor or director for serial acquirors in global technology, software and industrials resulting in consistent IRR outcomes well above market and peers Education: •Bachelor of Science in Psychology, Florida State University •Master of Science in Taxation, Golden Gate University Other Board Activities:

  41. Comfort Systems USA

    Comfort Systems USA •Director (since 2012) and currently Chair of Compensation and Human Capital Committee and member of Audit Committee Proterra, Inc. •Director (2019 – 2024) ShoreTel, Inc. •Director (2014 – 2017) Several private and nonprofit companies including the V Foundation for Cancer Research and Viz Kinect •Board Member

  42. Comfort Systems USA

    | | 2024 PROXY STATEMENT - PAGE 11 |

  43. Comfort Systems USA

    | | Steven A. Sonnenberg Independent Director since 2020 Age: 71 Committees: • Audit • Growth & Innovation |

  44. Emerson Electric

    Emerson Electric •Senior Advisor Automation Solutions (2018 – 2019) •Chairman, Automation Solutions (2016 – 2018) •President, Process Management Group (2008 – 2016) •Manager of various business units including efforts in Europe and Asia (1995 – 2008) Skills and Qualifications: •Senior leadership, international, operational, industry, and technical experience gained over 30+ year career with Emerson Electric •Major new product development experience in areas of IoT and sensing hardware and software •Global experience, broad knowledge of large acquisitions, significant strategy, risk management, and financial expertise, experience developing of large sales organizations and high-level customer relationships Education: •Bachelor of Engineering, Georgia Institute of Technology •Master of Business Administration, University of Virginia Other Board Activities:

  45. Steel Dynamics

    Steel Dynamics •Director (since 2018) and currently member of the Compensation and Nominating & Governance Committees

  46. Tennant Company

    Tennant Company •Director (since 2005), former Chairman, and currently member of the Audit, Executive and Governance Committees

  47. Dunwoody College of Technology

    Dunwoody College of Technology •Trustee (currently)

  48. Dunwoody College of Technology

    | | Martha N. Sullivan Director since 2013 Age: 67 Committees: • Growth & Innovation (Chair) • Finance |

  49. Dunwoody College of Technology

    Selected Experience:

  50. Materion Corporation

    Materion Corporation •President & Chief Executive Officer (since 2017) Delphi Automotive (1991 – 2017) •Held positions of increasing responsibly in Europe and North America in product and manufacturing engineering, sales, product line management, acquisition integration, and general management, including leading the Electronics & Safety segment and serving as an officer and member of Delphi’s Executive Committee Skills and Qualifications: •Deep expertise in industrial technology including automotive and transportation sectors gained from nearly 30 year career in the sector •Brings a direct perspective on the process of driving toward a more electrified world as well as significant strategic relationships in the automotive and transportation sectors Education: •Bachelor of Science and Masters of Science in Electrical Engineering, Ohio State University Other Board Activities:

  51. Materion Corporation

    Materion Corporation •Director (since 2017)

  52. Materion Corporation

    | | Stephen M. Zide Independent Director since 2010 Age: 64 Committees: • Finance (Chair) |

  53. Materion Corporation

    Selected Experience: Bain Capital (1997 – 2017) •Senior Advisor (2015 – 2017) •Managing Director (2001 – 2015)

  54. Incentive Compensation Performance Highlights

    Incentive Compensation Performance Highlights * Adjusted Free Cash Flow for purposes of the 2023 Annual Incentive Bonus excluded the $22.6 million impact from acquisition related retention costs deemed as compensation for U.S. GAAP purposes. Adjusted Operating Income for purposes of the 2022 Annual Incentive Bonus excluded the $11.3 million impact from the divestiture of our Qinex business in July 2022 and final results were inclusive of a proforma based on the annual plan of our Qinex business. Adjusted Free Cash Flow for purposes of the 2022 Annual Incentive Bonus excluded the $23 million impact from acquisition related retention costs deemed as compensation for U.S. GAAP purposes.

  55. Key Features of Our Executive Compensation Program

    | | Compensation Program Element | Objective | Strategy | | Key Metrics or Characteristics | | Short-Term | Annual Incentive Bonus | Promote the achievement of the Company’s annual strategic and financial goals; and incent and reward financial and operating performance | l | Generate strong free cash flow to provide financial flexibility | Adjusted Free Cash Flow(1) (1 Year) Adjusted Operating Income(1) (1 Year) Performance Scorecard (1 Year) | | | | | l | Leverage global scale and highly integrated business model to drive productivity gains and expand margin dollars | | | | | | l | Achieve key strategic and financial goals | | | Long-Term | RSUs | Promote executive retention, stock ownership, and alignment of interests with shareholders | l | Increase Sensata's stock price to deliver value to our shareholders | 3-Year Ratable Vesting Schedule | | | PRSUs | Motivate executives to focus on continuously improving performance in key financial metrics believed to drive long-term shareholder value | l | Focus on long-term, sustainable growth that benefits our shareholders | Relative Total Shareholder Return ("TSR")(2) (3 Years) ROIC(3) (3 Years) | | | | | l | Efficient deployment of capital to achieve growth strategy as well as improve ROIC and financial flexibility | |

  56. Key Features of Our Executive Compensation Program

    Our overall compensation program is structured to pay for performance, and to motivate executives to balance both the short- and long-term interests of our shareholders. The Compensation Committee believes that most of the compensation for NEOs should be "at risk" in the form of an annual incentive cash bonus and equity awards granted under our long-term incentive ("LTI") program. Payouts under the annual incentive bonus are dependent on, and tied to, achievement of annual performance goals set by the Compensation Committee. Equity awards granted under the 2023 LTI program include time-based restricted stock units ("RSUs"), which vest ratably across three years, and performance-based restricted stock units ("PRSUs"), which are focused on our TSR compared to peers and ROIC over a three-year period. The realized value of RSUs is tied to our stock performance, and the realized value of PRSUs is tied to our stock performance and long-term operating performance. Our compensation program strives to align CEO compensation with Company performance and shareholder returns. Below is a three year aggregate view of CEO compensation illustrating our CEO Mr. Cote's realizable pay compared to his pay opportunities, which shows that as of December 31, 2023, the aggregate realizable pay for our CEO over the three-year period from 2021 to 2023 is approximately 74% of target pay.

  57. Key Features of Our Executive Compensation Program

    | * Target Pay is defined as the sum of base salary, annual incentive bonus target, the target grant date fair value of PRSUs and the grant date fair value of options and RSUs awarded over the three-year period from 2021 to 2023. | | ** Realizable Pay is defined as the sum of base salary, actual annual incentive bonus payout, and expected value of LTI awarded over the three-year period from 2021 to 2023. Expected value of LTI is market value of unvested RSUs (number of units times fiscal year 2023 closing price of our ordinary shares), market value of unexercised options (number of options times excess, if any, between fiscal year 2023 closing price of our ordinary shares and exercise price), and market value of unvested PRSUs (number of units expected to vest, taking into consideration actual performance versus targets, times fiscal year 2023 closing price of our ordinary shares). |

  58. 2023 Compensation Program Performance

    2023 Compensation Program Performance Despite record revenue, returning value to shareholders and the continued growth of our Electrification business, we continued to experience unprecedented change to the end markets that we serve, including material supply chain disruptions, extraordinary inflation and end market transformation. And while we have worked to navigate these challenges, there has been a short-term impact to our business, in the form of lower-than-expected revenue and adjusted operating margins. Based on our performance as described above, our eligible NEOs received the following payouts of performance-based compensation: •Annual Incentive Bonus related to performance for fiscal year 2023 paid out at 28% of target for Mses. Caljouw and Slater and Mr. Verras and 0% for Messrs. Cote and Vasington (see the Annual Incentive Bonus section below for more details on the payout calculations). Mr. Roberts was not eligible for the 2023 Annual Incentive Bonus due to his hire date. •PRSUs related to the performance period from January 1, 2021 to December 31, 2023 (the "2021 PRSUs") vested on April 1, 2024 at 74% of target for the NEOs who received the 2021 PRSU grants.

  59. Changes to Our Compensation Program

    | 2023 | •Altered the metric weightings under the Annual Incentive Bonus, resulting in a mix of 37.5% Adjusted Operating Income, 37.5% Adjusted Free Cash Flow, and 25.0% Performance Scorecard •Updated the PRSU design to be 50% relative TSR and 50% ROIC •Removed Senior Vice Presidents (including the NEOs) and above from annual merit-based salary increase eligibility and will be eligible for market adjustments based on the scope of their role going forward | | 2024 | •Changed Annual Incentive Bonus plan metric from Adjusted Operating Income to Adjusted Operating Income Margin Index •Removed the Performance Scorecard from the Annual Incentive Bonus resulting in Adjusted Operating Income Margin Index and Adjusted Free Cash Flow each accounting for 50% of the Annual Incentive Bonus |

  60. Executive Compensation Philosophy and Objectives

    | Objectives | | | | Attract and retain highly qualified executive officers | • | Provide a competitive total pay package (base salary, bonus, long-term incentives, and benefits) | | | • | Regularly evaluate our pay programs against that of our peer group | | Reward outstanding performance | • | Provide annual short-term incentives that are based on the Company's performance of its financial and strategic goals | | | • | Grant annual long-term incentive awards that are based on individual performance and role | | Promote and reward the achievement of long-term value-creation objectives | • | Provide a significant portion of each NEO’s total direct compensation in the form of variable compensation "pay at risk" | | | • | Align executive compensation with long-term performance | | | • | Tie vesting of 2023 PRSUs to the Company's Relative relative TSR performance and ROIC outcomes over the performance period | | | • | Administer plans to include three-year performance cycles on PRSUs and three-year ratable vesting schedules on time-based RSUs | | Create performance accountability | • | Align performance targets under incentive programs with high growth expectations in support of our short- and long-term strategies | | Align the interests of our NEOs with those of the Company and shareholders | • | Enforce share ownership guidelines, which encourage alignment between long-term shareholder value and management decisions |

  61. Compensation Best Practices

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

  62. Pay Mix

    | | Base Salary | Target Bonus | PRSUs | RSUs | | Note: Mr. Roberts did not receive PRSUs in connection with his appointment as Executive Vice President, CFO, which resulted in our NEOs collectively receiving an equal percentage of PRSUs and RSUs in 2023. | | | | |

  63. Base Salary

    Base Salary The base salary for each NEO is based on that executive’s scope of responsibilities, taking into account the competitive market compensation paid by companies within our established peer group to executives in similar positions. We believe that each of our executives' base salaries should generally be targeted around the market median of salaries paid to executives at comparable companies in similar positions, and with similar responsibilities, as further described in the section "Compensation Benchmarking and Survey Data." Base salaries for executives are reviewed by the Compensation Committee at least annually. Annual adjustments to an executive’s base salary take into account individual performance (based on achievement of predetermined goals and objectives), market position of the individual’s current base salary versus our desired market positioning, our historical pay practices with respect to that position, affordability of any increase, and internal pay equity. The Compensation Committee may consider further adjustments to base salary for an executive after taking into account any changes to roles or responsibilities. Messrs. Cote and Vasington are our only NEOs who were also NEOs in 2022 and neither received a salary increase in the most recent fiscal year. The following table provides information concerning the base salaries of our NEOs as of the end of our 2022 and 2023 fiscal years:

  64. Annual Incentive Bonus

    Annual Incentive Bonus Our NEOs participate in the executive annual incentive bonus program. Each year, we establish bonus targets for our executives based on the executive’s scope of responsibilities and taking into account competitive market compensation data. The annual incentive bonus is targeted at a level that, when combined with the executive's base salary, yields total annual cash compensation that approximates the market median. For 2023, target annual incentive bonuses were established at the levels listed below, which are consistent with 2022 levels. Mr. Roberts was not eligible for the 2023 annual incentive bonus based on his hire date.

  65. Annual Incentive Bonus

    | Named Executive Officer | 2023 Annual Incentive Bonus Target (as a % of base salary) | | Jeffrey J. Cote | 125% | | Brian K. Roberts | n/a | | Paul S. Vasington | 100% | | Lynne J. Caljouw | 100% | | Jennifer L. Slater | 100% | | George Verras | 100% |

  66. Annual Incentive Bonus

    The Annual Incentive Bonus components for 2023 consisted of a Performance Scorecard and two financial performance metrics: (1) Adjusted Operating Income and (2) Adjusted Free Cash Flow. The Performance Scorecard will payout only if the Company reaches threshold performance for Adjusted Operating Income or Adjusted Free Cash Flow. For 2023, we altered the weightings for the Adjusted Operating Income and Adjusted Free Cash Flow components of the Annual Incentive Bonus from 52.5% and 22.5%, respectively, to 37.5% for each metric. The weighting for the Performance Scorecard remained at 25%. The overall Annual Incentive Bonus achievement for NEOs cannot exceed the achievement of the Company's bonus plan for its professional population, which is weighted 50% for Adjusted Operating Income and 50% for Adjusted Free Cash Flow. For 2023, the maximum payout for Adjusted Operating Income and Adjusted Free Cash Flow increased from 120% to 130% of Target to more closely align with our peer companies.

  67. Annual Incentive Bonus

    | | 2024 PROXY STATEMENT - PAGE 30 |

  68. Annual Incentive Bonus

    Annual Incentive Bonus payouts are calculated as follows:

  69. Annual Incentive Bonus

    | Annual Incentive Bonus Target ($)x | Achievement of Adjusted Operating Income Goal Relative to Target (%) x 37.5% (weighting) | + | Achievement of Adjusted Free Cash Flow Relative to Target (%) x 37.5% (weighting) | + | Achievement of Performance Scorecard x 25% (weighting) | = | Annual Incentive Bonus Payout ($) |

  70. Adjusted Operating Income

    Adjusted Operating Income Adjusted Operating Income under the Annual Incentive Bonus excludes any impact from divestitures and final results are inclusive of a proforma based on the annual plan of any divested business. There were no such exclusions in 2023. In establishing the Adjusted Operating Income goal, the Compensation Committee considered recent earnings performance, management’s near-term operating and financial plans, and shareholder expectations. The target 2023 Adjusted Operating Income goal of $872 Million represented an increase of 10.5% versus 2022 Adjusted Operating Income performance. The table below sets forth the targets as they were approved for the Annual Incentive Bonus for the Company professional population as a whole. After such targets were approved, the Committee determined that for the executive officers, notwithstanding the table set forth below, they would not receive a payout for Adjusted Operating Income if 2023 Adjusted Operating Income performance did not exceed 2022 Adjusted Operating Income performance, which was $777.9M.

  71. Adjusted Operating Income

    | | Adjusted Operating Income Goal (in Millions) | Percentage of Target Payout (37.5% of Total Bonus) | | Threshold | $710.0 | 25% | | Hurdle | $764.0 | 50% | | Hurdle | $818.0 | 75% | | Target | $872.0 | 100% | | Max | $1,136.4 | 130% |

  72. Adjusted Free Cash Flow

    Adjusted Free Cash Flow Adjusted Free Cash Flow under the Annual Incentive Bonus excludes any impact from acquisition related retention costs deemed as compensation for U.S. GAAP purposes. Adjusted Free Cash Flow for purposes of the 2023 Annual Incentive Bonus excluded the $22.6 million impact from such acquisition related retention costs. In establishing the Adjusted Free Cash Flow goal, the Compensation Committee considered recent cash flows, management’s near-term operating and financial plans, and shareholder expectations. The target 2023 goal for Adjusted Free Cash Flow of $489 Million and represented an increase of 46.4% versus 2022 Adjusted Free Cash Flow performance. The maximum payout percentage increased from 120% to 130% to better align with our peers.

  73. Adjusted Free Cash Flow

    | | Adjusted Free Cash Flow (in Millions) | Percentage of Target Payout (37.5% of Total Bonus) | | Threshold | $339.0 | 25% | | Hurdle | $389.0 | 50% | | Hurdle | $439.0 | 75% | | Target | $489.0 | 100% | | Max | $698.0 | 130% |

  74. Performance Scorecard

    Performance Scorecard The 2023 Performance Scorecard consists of five equally weighted goals, accounting for 25% of the total bonus funding. The Performance Scorecard is not a standalone metric for bonus payout and requires that either Adjusted Operating Income or Adjusted Free Cash Flow meet or exceed threshold performance. In developing the 2023 Performance Scorecard, the Compensation Committee considered how each individual goal connects to the Company's long-term strategy of growth, focus on corporate responsibility, and maximizes long-term shareholder value. For 2023, the blended achievement of the Performance Scorecard was 7.5% with results as follows:

  75. Performance Scorecard

    | Individual Goal (each accounting for 5% of total bonus payout) | Threshold (50% Payout of Individual Goal) | Target (100% Payout of Individual Goal) | Max (150% Payout of Individual Goal) | Results | Achievement | | On Time Delivery | 85% | 90% | 95% | 84% | 0% | | Outgrowth | 4% | 5% | 6% | 1.8% | 0% | | New Business Opportunity Wins | $800M | $900M | $1,000M | $657M | 0% | | Senior Director and Above Retention | 85% | 90% | 95% | 74.8% | 0% | | Greenhouse Gas Intensity Reduction | 4% | 5% | 6% | >6% | 150% |

  76. 2023 Annual Incentive Bonus Results

    2023 Annual Incentive Bonus Results Based on the Company’s performance, the table below shows the actual bonus results for those NEOs eligible to receive the 2023 Annual Incentive Bonus:

  77. 2023 Annual Incentive Bonus Results

    | Named Executive Officer | Annual Incentive Bonus Target (%) | Annual Incentive Bonus Target | Achievement of Adjusted Operating Income Relative to Target | Achievement of Free Cash Flow Relative to Target | Achievement of Performance Scorecard Relative to Target | Annual Incentive Bonus Payout | 2023 Annual Incentive Bonus Payout as a % of Target | | Jeffrey J. Cote(1) | 125% | $1,239,284 | —% | —% | 7.5% | $0 | —% | | Brian K. Roberts(2) | —% | $— | —% | —% | —% | $0 | —% | | Paul S. Vasington(1) | 100% | $586,328 | —% | —% | 7.5% | $0 | —% | | Lynne J. Caljouw | 100% | $517,500 | 55% | —% | 7.5% | $144,900 | 28% | | Jennifer L. Slater | 100% | $450,000 | 55% | —% | 7.5% | $126,000 | 28% | | George Verras | 100% | $517,500 | 55% | —% | 7.5% | $144,900 | 28% |

  78. 2023 Annual Incentive Bonus Results

    1 Messrs. Cote and Vasington did not receive a payout of the 2023 Annual Incentive Bonus, because they did not achieve threshold performance for Adjusted Operating Income or Adjusted Free Cash Flow. 2 Due to his hire date, Mr. Roberts was not eligible for the 2023 Annual Incentive Bonus.

  79. 2023 Annual Incentive Bonus Results

    | | 2024 PROXY STATEMENT - PAGE 32 |

  80. Equity Compensation

    Equity Compensation We grant long-term equity compensation to our executive officers and other key employees as part of our balanced compensation program with intent to accomplish the following main objectives: •balance and align the interests of participants and shareholders; •reward participants for demonstrated leadership and performance aimed toward the creation of shareholder value; •increase equity holding levels for key employees; •ensure competitive levels of compensation opportunity in line with our peer group; and •assist in attracting, retaining, and motivating key employees, including the NEOs. The 2023 NEO grants were awarded under the Sensata Technologies Holding plc 2021 Equity Incentive Plan (the "2021 Equity Incentive Plan").

  81. 2023 Long-Term Incentive Program

    2023 Long-Term Incentive Program Our 2023 LTI program for the NEOs approved by the Compensation Committee in March 2023 consisted of approximately 55% PRSUs and 45% RSUs. The grant total date values of 2023 LTI awards were as follows:

  82. 2023 Long-Term Incentive Program

    | Named Executive Officer | 2023 LTI Annual Grant Amount(1) | | Jeffrey J. Cote | $5,060,000 | | Brian K. Roberts(2) | $250,000 | | Paul S. Vasington | $1,500,000 | | Lynne J. Caljouw | $900,000 | | Jennifer L. Slater | $600,000 | | George Verras | $900,000 |

  83. 2023 Long-Term Incentive Program

    | (1) The annual grant under the LTI program for each of the Company’s NEOs is determined by taking the annual grant amount and dividing it by the closing price of an Ordinary Share as reported on the New York Stock Exchange (the “NYSE”) on the grant date, which amount is then rounded up to the next whole unit. | | (2) Reflects Mr. Roberts' grant of RSUs awarded in accordance with his offer letter when he was appointed Executive Vice President, CFO, in November 2023. |

  84. Restricted Stock Units

    Restricted Stock Units RSUs were granted on (i) April 1, 2023 with a fair market value of $50.02 (per unit) as of the grant date to Messrs. Cote, Vasington, and Verras and Mses. Caljouw and Slater, and (ii) on November 7, 2023 with a fair market value of $31.61 (per unit) as of the grant date to Mr. Roberts. All RSUs are subject to ratable vesting of one-third on the annual anniversary of the grant date for three years.

  85. Performance-based Restricted Stock Units

    Performance-based Restricted Stock Units PRSUs were granted on April 1, 2023 with a fair market value of $50.02 (per unit) as of the grant date.1 The PRSUs are subject to cliff vesting on the third anniversary of the grant date. The number of PRSUs that ultimately will vest depends on the Company’s Relative TSR performance and ROIC for each of the fiscal years 2023 through 2025. Relative TSR performance means the Company’s TSR performance when ranked among the TSR of a peer group, as set forth below, during the applicable performance year. ROIC means the Company's adjusted earnings before interest divided by total invested capital. The Compensation Committee strives to establish challenging but attainable targets with heavy stretch goals for maximum payout. Relative TSR performance and ROIC targets for each of the years in the three-year performance period are set at the beginning of the performance period, and take into account, among other things, management’s short- and long-term financial and operating plans and shareholder expectations. At the end of each year in the performance period, the award agreement provides that our actual results will be measured against that year’s TSR performance of the peer group and our pre-set ROIC targets. One-third of each PRSU award is "banked" as adjusted for performance, after each year, with banked portions subject to continued time vesting over the three-year period. At the end of the performance period, if the three-year compound annual growth rate ("CAGR") for our Relative TSR performance is greater than the 50th percentile 1 The number of PRSUs granted on April 1, 2023 was determined by the closing price of an Ordinary Share on the NYSE on the grant date. For purposes of the Summary Compensation Table, the fair market value of the PRSUs used a Monte Carlo simulation pricing model.

  86. Performance-based Restricted Stock Units

    | | 2024 PROXY STATEMENT - PAGE 33 |

  87. Performance-based Restricted Stock Units

    of the three-year CAGR TSR performance of the peer group, a calculation based on 100% of the PRSUs granted is used to determine the payout of PRSUs. The tables below illustrate how the ultimate payout of the 2023 PRSUs is calculated:

  88. Performance-based Restricted Stock Units

    | | Relative TSR (annual periods) - 50% of PRSUs Awarded | | | | | | 3-Year CAGR | | | | Year 1 Relative TSR Performance | Year 1 Banked Units(1) | Year 2 Relative TSR Performance | Year 2 Banked Units(1) | Year 3 Relative TSR Performance | Year 3 Banked Units(1) | 3-Year CAGR Relative TSR Performance | 3-Year CAGR Modifier(1) | | Threshold | 25th %tile | 50% | 25th %tile | 50% | 25th %tile | 50% | n/a | n/a | | Target | 50th %tile | 100% | 50th %tile | 100% | 50th %tile | 100% | 50th %tile | 100% | | Maximum | 75th %tile | 100% | 75th %tile | 125% | 75th %tile | 150% | 75th %tile | 150% |

  89. Performance-based Restricted Stock Units

    (1) The banked units percentage for each year within the three-year performance period will be interpolated on a straight-line basis provided the Threshold is met.

  90. Performance-based Restricted Stock Units

    | | ROIC (annual periods) - 50% of PRSUs Awarded | | | | | | | | Year 1 ROIC Target | Year 1 Banked Units(1) | Year 2 ROIC Target | Year 2 Banked Units(1) | Year 3 ROIC Target | Year 3 Banked Units(1) | | Threshold | 8% | 50% | 8% | 50% | 8% | 50% | | Target | 10% | 100% | 11.5% | 100% | 12.8% | 100% | | Maximum | 12% | 150% | 15% | 150% | 17.6% | 150% |

  91. Performance-based Restricted Stock Units

    (1) The banked units percentage for each year within the three-year performance period will be interpolated on a straight-line basis provided the Threshold is met.

  92. Performance-based Restricted Stock Units

    | Year 1 | | Year 2 | | Year 3 | | | | 50% of 1/3 PRSUs Granted | + | 50% of 1/3 PRSUs Granted | + | 50% of 1/3 PRSUs Granted | = | Cumulative Number of Banked Units | | x | | x | | x | | | | Year 1 Relative TSR Banked % | | Year 2 Relative TSR Banked % | | Year 3 Relative TSR Banked % | | | | + | | + | | + | | | | 50% of 1/3 PRSUs Granted | | 50% of 1/3 PRSUs Granted | | 50% of 1/3 PRSUs Granted | | | | x | | x | | x | | | | Year 1 ROIC Banked % | | Year 2 ROIC Banked % | | Year 3 ROIC Banked % | | |

  93. Performance-based Restricted Stock Units

    On the vesting date, the number of PRSUs that will vest is the greater of:

  94. Performance-based Restricted Stock Units

    | Option 1 | | Option 2(1) | | Cumulative Number of Banked Units | or | 50% PRSUs Granted | | | | x | | | | 3-Year CAGR Relative TSR Modifier | | | | + | | | | Cumulative Number of Banked Units for ROIC for the Performance Period |

  95. Performance-based Restricted Stock Units

    (1) Option 2 can only be applied if three-year CAGR Relative TSR Performance is greater than the 50th percentile of the three-year CAGR TSR performance of the peer group. We believe this approach to compare annual Relative TSR within the three-year performance period relative to our peer group strengthens our executives' incentives to achieve superior earnings results.

  96. Performance-based Restricted Stock Units

    | | 2024 PROXY STATEMENT - PAGE 34 |

  97. Performance-based Restricted Stock Units

    Our peer group for purposes of Relative TSR performance is a blend of our Automotive and Investor Relations peers. If a peer group company is dissolved or acquired, it is removed from the peer group for any uncompleted performance year and the three-year CAGR Relative Performance calculation. For 2023, the Compensation Committee removed Fortive Corporation, Rockwell Automation, Inc., and Roper Technologies, Inc. and added Regal Rexnord Corporation and Stoneridge, Inc. to the Relative TSR peer group. Thus, the 2023 Relative TSR peer group consists of the following companies:

  98. Performance-based Restricted Stock Units

    | American Axle & Manufacturing, Inc. | AMETEK, Inc. | Amphenol Corporation | | Aptiv plc | Autoliv Inc. | BorgWarner, Inc. | | Dana Incorporated | Gentex Corporation | Gentherm Incorporated | | Lear Corporation | Littelfuse, Inc. | Melexis SA | | Regal Rexnord Corporation | Stoneridge, Inc. | TE Connectivity Ltd | | Visteon Corporation | | |

  99. Performance-based Restricted Stock Units

    On April 1, 2024, 46% of the 2023 PRSUs banked for 2023 performance as set forth below:

  100. Performance-based Restricted Stock Units

    | | 2023 | 2024 | 2025 | | Relative TSR Performance Target | 50th %ile | 50th %ile | 50th %ile | | Relative TSR Performance Achieved | 13% | n/a | n/a | | Relative TSR Performance Banked % | —% | n/a | n/a | | ROIC Performance Target | 10% | 12% | 13% | | ROIC Performance Achieved | 9.7% | n/a | n/a | | ROIC Performance Banked % | 93% | n/a | n/a | | % Banked | 46% | n/a | n/a |

  101. 2021 PRSUs (2021 - 2023)

    2021 PRSUs (2021 - 2023) On April 1, 2024, 74% of the 2021 PRSUs vested for the 2021 - 2023 performance period as set forth below: The Company granted PRSUs to the then-NEOs on April 1, 2021, which were subject to cliff vesting on the third anniversary of the grant date. The number of PRSUs that ultimately vested was subject the Company's Adjusted EPS year-over-year growth performance when ranked among the Adjusted EPS year-over-year growth performance of a peer group and ROIC performance. Based on the achievement in 2023, 66% of the 2021 PRSUs banked for 2023 performance. Based on the performance during the performance period, 74% of the 2021 PRSUs vested on April 1, 2024 as set forth below. The 3-Year CAGR Modifier is not applicable to the 2021 PRSUs, because 3-Year CAGR Relative Adjusted EPS Growth Performance did not exceed the 50th percentile for the peer group and Year 3 ROIC was less than 10%.

  102. Compensation Benchmarking and Survey Data

    Compensation Benchmarking and Survey Data As part of establishing the total compensation packages for our NEOs for 2023, the Compensation Committee reviewed compensation packages for executive officers holding comparable positions, based on similarity of job content, at comparable companies. Annually FW Cook reviews a list of comparable companies for compensation benchmarking based on our industry, size and financial profile, including revenue and market capitalization. The list of comparable companies recommended by FW Cook was approved by the Compensation Committee in October 2022. The updated peer group removed Amphenol Corporation and Dana Incorporated and added Fortive Corporation, Generac Holdings, Inc., Teredyne, Inc., and Visteon Incorporated. As such, the 2023 peer group consisted of the following companies:

  103. Compensation Benchmarking and Survey Data

    | AMETEK, Inc. | BorgWarner, Inc. | Curtiss-Wright Corporation | | Dover Corporation | Flowserve Corporation | Fortive Corporation | | Generac Holdings, Inc. | Gentex Corporation | Hubbell Inc. | | ITT, Inc. | Keysight Technologies, Inc. | Littelfuse, Inc. | | Moog, Inc. | Regal Beloit Corporation | Rockwell Automation, Inc. | | Roper Technologies, Inc. | Skyworks Solutions, Inc. | Teledyne Technologies, Inc. | | Teredyne, Inc. | Trimble, Inc. | Vertiv Group Corporation | | Visteon Incorporated | Woodward, Inc. | |

  104. Compensation Benchmarking and Survey Data

    The Compensation Committee utilizes the peer group to provide context for its compensation decision making. The compensation paid by peer group companies to their respective executive officers does not factor into the Compensation Committee’s determination of the peer group. After the peer group companies were selected, FW Cook prepared and presented a report to the Compensation Committee summarizing comparisons of our NEO compensation to that of comparable executives within the 2023 peer group. Each of the elements of compensation (base salary, short-term incentive target, and long-term stock-based compensation awards) is reviewed as part of this analysis and evaluation.

  105. Employment Agreements and Change In Control Provisions

    Employment Agreements and Change In Control Provisions We have employment agreements in place with each of our current NEOs, and because each NEO is a U.S. resident, the employment agreements are with our primary U.S. operating subsidiary, Sensata Technologies, Inc. ("STI"). The agreements are for a one-year term, automatically renewing for successive additional one-year terms. The agreements provide for an annual base salary and eligibility to earn an annual incentive bonus in an amount equal to a certain percentage of their annual base salary, as previously described. Whether by express agreement, or by Company policy and practice applying to all STI officers, if any NEO is terminated without "cause," or if the NEO terminates his or her employment for "good reason" during the employment term, the NEO will be entitled to a severance payment equal to one year of his or her annual base salary plus an amount equal to the average of the NEO’s annual incentive bonus payments for the two years preceding his or her termination. Mr. Cote's employment agreement includes severance provisions of (i) a severance payment equal to two years of his then current base salary, (ii) an amount equal to the sum of the annual incentive bonus payments received in the two

  106. Employment Agreements and Change In Control Provisions

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  107. Employment Agreements and Change In Control Provisions

    years preceding his termination, and (iii) continuation of his health and welfare benefits to run concurrent with his COBRA period. Under the employment agreements, "cause" means one or more of the following: (i) the indictment for a felony or other crime involving moral turpitude or the commission of any other act or any omission to act involving fraud with respect to the Company or any of its subsidiaries or any of their customers or suppliers; (ii) any act or any omission to act involving dishonesty or disloyalty, which causes, or in the good faith judgment of the Company’s Board of Directors would be reasonably likely to cause, material harm (including reputational harm) to the Company or any of its subsidiaries or any of their customers or suppliers; (iii) any (A) repeated abuse of alcohol or (B) abuse of controlled substances, in either case, that adversely affects the NEO’s work performance (and, in the case of clause (A), continues to occur at any time more than 30 days after the NEO has been given written notice thereof) or brings the Company or its subsidiaries into public disgrace or disrepute; (iv) the failure by the NEO to substantially perform duties as reasonably directed by the Company’s Board of Directors or the NEO’s supervisor(s), which non-performance remains uncured for 10 days after written notice thereof is given to the NEO; (v) willful misconduct with respect to the Company or any of its subsidiaries, which misconducts causes, or in the good faith judgment of the Company’s Board of Directors would be reasonably likely to cause, material harm (including reputational harm) to the Company or any of its subsidiaries; or (vi) any breach by the NEO of certain provisions of the employment agreements or any other material breach of the employment agreements or equity plan award agreements. Under the employment agreements, "good reason" means one or more of the following: (i) any reduction in base salary or bonus opportunity, without prior consent, in either case other than any reduction which (A) is generally applicable to senior leadership team executives of STI and (B) does not exceed 15% of the NEO’s base salary and bonus opportunity in the aggregate; (ii) any material breach by STI or any of its subsidiaries of any agreement with the NEO; (iii) a change in principal office, without prior consent, to a location that is more than 50 miles from the NEO’s principal office on the date thereof; or (iv) in the case of the agreement for Mr. Vasington, delivery by STI of a notice of non-renewal of the term of the employment agreement. The Letter Amendment to Mr. Vasington’s employment agreement executed October 26, 2023 provided that Mr. Vasington would serve as an Advisor from November 7, 2023 to April 2, 2024 unless terminated earlier. As an Advisor, Mr. Vasington received a base salary of $48,861 monthly and could continue to participate in the Company’s benefits programs, with the exception of accruing vacation pay. In addition to the severance provisions summarized above, in connection with his appointment as Executive Vice President, Chief Financial Officer, Mr. Roberts received a $250,000 sign-on bonus payable in cash and a $250,000 grant of RSUs on November 7, 2023. We believe that these agreements serve to maintain the focus of our NEOs and ensure that their attention, efforts, and commitment are aligned with maximizing our success. These agreements serve to minimize distractions involving executive management that might arise when the Board of Directors is considering possible strategic transactions involving a change in control and assure continuity of executive management and objective input to the Board when it is considering any strategic transaction. For more information regarding change in control provisions, refer to the "Potential Payments upon Termination or a Change in Control" section of this Proxy Statement.

  108. Risk Management and Assessment

    Risk Management and Assessment In setting our compensation policies and practices, including the compensation of the NEOs, the Compensation Committee considers the risks to our shareholders and the achievement of our goals that may be inherent in such policies and practices. The Compensation Committee believes the compensation policies and practices that we have adopted are appropriately structured and are not reasonably likely to have a material adverse effect on the Company. In particular: •A significant portion of our executives’ compensation is performance-based and subject to short- and long-term performance of the Company. •We believe that incentive programs tied to the achievement of our strategic objectives, financial performance goals, and specific individual goals appropriately provide executives, including the NEOs, and other employees the incentive to focus on delivering shareholder value. •We believe that equity compensation helps reduce compensation risk by balancing financial and strategic goals against other factors management may consider to ensure long-term shareholder value is being sought. Therefore, a significant portion of compensation is delivered in equity (RSUs and PRSUs) with multi-year vesting. •We believe that stock ownership guidelines and vesting restrictions on equity awards serve as effective retention mechanisms and align the interests of employees, including the NEOs, with long-term shareholder value.

  109. Summary Compensation Table

    Summary Compensation Table The following table sets forth information required under applicable SEC rules about the compensation for the years ended December 31, 2023, 2022, and 2021 of (i) our CEO, (ii) our CFO, and (iii) the three other persons serving as executive officers at the end of fiscal 2023 who were the most highly compensated executive officers of the Company in fiscal 2023. These six officers are referred to as the NEOs in this proxy statement.

  110. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | Jeffrey J. Cote, CEO and President | 2023 | 991,427 | | 5,768,757 | — | | 40,636 | 6,800,820 | | | 2022 | 985,839 | | 5,060,044 | 743,570 | — | 39,639 | 6,829,092 | | | 2021 | 953,250 | | 4,600,088 | 1,206,954 | — | 37,971 | 6,798,263 | | Paul S. Vasington, Former EVP, Chief Financial Officer and Advisor | 2023 | 586,328 | | 1,545,243 | — | | 38,545 | 2,170,116 | | | 2022 | 583,023 | | 1,500,064 | 351,797 | — | 36,664 | 2,471,548 | | | 2021 | 563,750 | | 1,500,036 | 594,825 | — | 35,964 | 2,694,575 | | Brian K. Roberts EVP, Chief Financial Officer | 2023 | 99,531 | 250,000 | 250,003 | — | | 2,196 | 601,730 | | George Verras, EVP, Chief Technology Officer | 2023 | 517,500 | | 927,180 | 144,900 | | 36,928 | 1,626,508 | | | 2022 | 484,737 | | 750,057 | 310,500 | — | 31,601 | 1,576,895 | | Lynne J. Caljouw EVP, Chief Administrative Officer | 2023 | 517,500 | | 900,060 | 144,900 | | 21,301 | 1,583,761 | | Jennifer L. Slater EVP, Sensing Solutions, Vehicles | 2023 | 444,990 | | 618,118 | 126,000 | | 30,363 | 1,219,471 |

  111. Summary Compensation Table

    | (1) Base salary shown here may differ with the base salaries shown in the "Compensation Discussion and Analysis" due to base salary increases that went into effect during the year. | | (2) Represents the aggregate grant date fair value of RSUs and PRSUs granted in the years ended December 31, 2023, 2022, and 2021 calculated in accordance with Accounting Standards Codification ("ASC") Topic 718, Stock Compensation ("ASC 718"). See Note 4, "Share-Based Payment Plans," of our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for further discussion of the relevant assumptions used in calculating the grant date fair value. With respect to PRSUs granted, the number of securities that vest will depend on the extent to which certain performance criteria are met and could range between 0% and 172.5% of the number of units granted for the 2021 and 2022 awards, and a range between 0% and 150% for the 2023 awards. The maximum value of PRSUs are as follows: Mr. Cote - $4,620,047; Mr. Vasington - $1,237,545; Mr. Verras - $742,572; Ms. Caljouw - $742,572; and Ms. Slater - $495,048. The number of PRSUs and RSUs granted to each NEO during 2023 is detailed in the Grants of Plan Based Awards Table. | | (3) Represents the annual incentive bonus awarded to each NEO. See "Compensation Discussion and Analysis-Elements of Executive Compensation-Annual Incentive Bonus" for more information. | | (4) The table below presents an itemized account of "All Other Compensation" provided to the NEOs, regardless of the amount and any minimal thresholds provided under the SEC rules and regulations. |

  112. Summary Compensation Table

    | | 2024 PROXY STATEMENT - PAGE 41 |

  113. Summary Compensation Table

    | Name | Fiscal Year | Financial Counseling ($)(1) | Insurance Premium Contributions ($)(2) | Matching Contributions to 401(k) Plan ($) | Relocation ($) | All Other Payments ($) | Total ($) | | Jeffrey J. Cote | 2023 | 22,575 | 4,861 | 13,200 | — | — | 40,636 | | Paul S. Vasington | 2023 | 22,575 | 2,770 | 13,200 | — | — | 38,545 | | Brian K. Roberts | 2023 | — | 246 | 1,950 | | | 2,196 | | George Verras | 2023 | 22,436 | 1,292 | 13,200 | — | — | 36,928 | | Lynne J. Caljouw | 2023 | 6,825 | 1,276 | 13,200 | — | — | 21,301 | | Jennifer L. Slater | 2023 | 16,452 | 711 | 13,200 | — | — | 30,363 |

  114. Summary Compensation Table

    | (1) Represents payments made by the Company in connection with financial and legal counseling provided to the NEOs. | | (2) Represents the employer Healthcare Savings Account contribution and Group Term Life. |

  115. Summary Compensation Table

    | | 2024 PROXY STATEMENT - PAGE 42 |

  116. Grants of Plan Based Awards Table

    Grants of Plan Based Awards Table The following table sets forth information on plan–based compensation awards granted to the NEOs during fiscal year 2023.

  117. Grants of Plan Based Awards Table

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stocks or Units (#)(6) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(8) | | | | Threshold ($)(3) | Target ($)(4) | Maximum ($)(5) | Threshold (#) | Target (#) | Maximum (#) | | | | | Jeffrey J. Cote | N/A | 116,183 | 1,239,284 | 1,518,123 | — | — | — | | | | | | 4/1/2023 | — | — | — | 15,394 | 61,576 | 92,364 | 50,380 | | 5,600,039 | | Paul S. Vasington | N/A | 54,968 | 586,328 | 718,252 | — | — | — | | | | | | 4/1/2023 | — | — | — | 4,124 | 16,494 | 24,741 | 13,495 | | 1,500,050 | | Brian K. Roberts | N/A | 54,844 | 585,000 | 716,625 | — | — | — | | | | | | 11/7/2023 | — | — | — | — | — | — | 7,909 | | 250,003 | | George Verras | N/A | 48,516 | 517,500 | 633,938 | — | — | — | | | | | | 4/1/2023 | — | — | — | 2,474 | 9,897 | 14,846 | 8,097 | | 900,060 | | Lynne J. Caljouw | N/A | 48,516 | 517,500 | 633,938 | — | — | — | | | | | | 4/1/2023 | — | — | — | 2,474 | 9,897 | 14,846 | 8,097 | | 900,060 | | Jennifer L. Slater | N/A | 42,188 | 450,000 | 551,250 | — | — | — | | | | | | 4/1/2023 | — | — | — | 1,650 | 6,598 | 9,897 | 5,398 | | 600,040 |

  118. Grants of Plan Based Awards Table

    | (1) The threshold, target, and maximum awards were established under our annual incentive bonus program. See "Compensation Discussion and Analysis—Elements of Executive Compensation–Annual Incentive Bonus" for information regarding the criteria applied in determining the amounts payable under the awards. The actual amounts paid with respect to these awards are included in the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table. | | (2) Represents the threshold, target, and maximum number of shares that may be earned by each individual pursuant to their 2023 PRSU awards. For more information on the determination of the final payout and performance achievement under these awards, refer to the section "Compensation Program Overview - Equity Compensation - 2023 LTI Program - PRSUs". | | (3) Threshold amounts were determined based on 9.375% of the 2023 bonus target for each NEO. This rate is based on a threshold achievement of 25% on the Free Cash Flow metric of the Annual Incentive bonus and 0% on all other metrics. | | (4) Target amounts were determined based on 2023 annual base salary for each NEO. | | (5) The maximum payment amount under our annual incentive bonus program for 2023 is 122.5% of target, based on the maximum multiplier for top performance applicable to each metric under the plan. | | (6) Represents the number of RSUs awarded to the NEOs pursuant to the 2021 Equity Incentive Plan. | | (7) Represents the number of stock options awarded to the NEOs pursuant to the 2021 Equity Incentive Plan. | | (8) Represents the total grant-date fair value per award calculated in accordance with ASC 718. Refer to Note 4, "Share-Based Payment Plans," to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal year ended December 31, 2023 for the method of calculation and assumptions used. |

  119. Grants of Plan Based Awards Table

    | | 2024 PROXY STATEMENT - PAGE 43 |

  120. Outstanding Equity Awards at Year End Table

    Outstanding Equity Awards at Year End Table The table below sets forth certain information regarding unexercised options, stock awards that have not yet vested, and equity incentive plan awards held by our NEOs as of December 31, 2023.

  121. Outstanding Equity Awards at Year End Table

    | | | Option Awards(1) | | | Stock Awards(2) | | | | | | | | | | RSUs | | PRSUs | | | Name | Grant Date(3) | Number of Securities Underlying Unexercised Options Exercisable (#)(4) | Option Exercise Price ($)(5) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Jeffrey J. Cote | 1/21/2016 | 128,645 | $36.25 | 1/21/2026 | — | — | — | — | | | 4/1/2018 | 7,030 | $51.83 | 4/1/2028 | — | — | — | — | | | 4/1/2019 | 22,000 | $46.93 | 4/1/2029 | — | — | — | — | | | 4/1/2021 | — | — | | 11,781 | 442,612 | 43,197 | 1,622,911 | | | 4/1/2022 | — | — | | 30,024 | 1,128,002 | 55,044 | 2,068,003 | | | 4/1/2023 | — | — | | 50,380 | 1,892,777 | 61,576 | 2,313,410 | | Paul S. Vasington | 4/1/2015 | 19,263 | $56.94 | 4/1/2025 | — | — | — | — | | | 4/1/2016 | 33,981 | $38.96 | 4/1/2026 | — | — | — | — | | | 4/1/2017 | 28,966 | $43.67 | 4/1/2027 | — | — | — | — | | | 4/1/2018 | 22,490 | $51.83 | 4/1/2028 | — | — | — | — | | | 4/1/2019 | 25,881 | $46.93 | 4/1/2029 | — | — | — | — | | | 4/1/2021 | — | $— | | 3,841 | 144,306 | 14,086 | 529,211 | | | 4/1/2022 | — | $— | | 8,900 | 334,373 | 16,318 | 613,067 | | | 4/1/2023 | — | $— | | 13,495 | 507,007 | 16,494 | 619,680 | | Brian K. Roberts | 11/7/2023 | — | — | | 7,909 | 297,141 | — | — | | George Verras | 4/1/2016 | 3,540 | $38.96 | 4/1/2026 | — | — | — | — | | | 4/1/2017 | 3,621 | $43.67 | 4/1/2027 | — | — | — | — | | | 4/1/2018 | 4,690 | $51.83 | 4/1/2028 | — | — | — | — | | | 4/1/2019 | 7,549 | $46.93 | 4/1/2029 | — | — | — | — | | | 4/1/2021 | — | $— | | 1,921 | 72,172 | 7,043 | 264,606 | | | 4/1/2022 | — | $— | | 4,450 | 167,187 | 8,159 | 306,534 | | | 4/1/2023 | — | $— | | 8,097 | 304,204 | 9,897 | 371,830 | | Lynne J. Caljouw | 4/1/2017 | 3,226 | $43.67 | 4/1/2027 | — | — | — | — | | | 4/1/2018 | 823 | $51.83 | 4/1/2028 | — | — | — | — | | | 4/1/2019 | 4,530 | $46.93 | 4/1/2029 | — | — | — | — | | | 4/1/2021 | — | — | | 1,921 | 72,172 | 7,043 | 264,606 | | | 4/1/2022 | — | — | | 4,450 | 167,187 | 8,159 | 306,534 | | | 4/1/2023 | — | — | | 8,097 | 304,204 | 9,897 | 371,830 | | Jennifer L. Slater | 10/1/2022 | — | $— | | 2,816 | 105,797 | 5,164 | 194,011 | | | 4/1/2023 | — | $— | | 5,398 | 202,803 | 6,598 | 247,887 |

  122. Outstanding Equity Awards at Year End Table

    | (1) Represents stock options issued to NEOs pursuant to the Sensata Technologies Holding plc 2010 Equity Incentive Plan (the "2010 Incentive Equity Plan"). | | (2) Represents RSUs and PRSUs issued to NEOs pursuant to the 2010 Equity Incentive Plan and 2021 Equity Incentive Plan. | | (3) The vesting conditions for outstanding equity awards held by our NEOs as of December 31, 2023 are as follows: |

  123. Outstanding Equity Awards at Year End Table

    | | 2024 PROXY STATEMENT - PAGE 44 |

  124. Outstanding Equity Awards at Year End Table

    | Date of Grant | Type of Award | Vesting Schedule | | April 1, 2015 | Options | 25% on April 1, 2016, 2017, 2018, and 2019 | | January 21, 2016 | Performance Options | January 21, 2019 based upon satisfaction of strategic goals | | April 1, 2016 | Options | 25% on April 1, 2017, 2018, 2019, and 2020 | | April 1, 2017 | Options | 25% on April 1, 2018, 2019, 2020, and 2021 | | April 1, 2018 | Options | 25% on April 1, 2019, 2020, 2021, and 2022 | | April 1, 2019 | Options | 25% on April 1, 2020, 2021, 2022, and 2023 | | April 1, 2021 | PRSUs | April 1, 2024 based upon satisfaction of Relative Adjusted EPS Growth | | April 1, 2021 | RSUs | 1/3 on April 1, 2022, 2023, and 2024 | | April 1, 2022 | PRSUs | April 1, 2025 based upon satisfaction of Relative Adjusted EPS Growth | | April 1, 2022 | RSUs | 1/3 on April 1, 2023, 2024, and 2025 | | October 1, 2022 | RSUs | 1/3 on October 1, 2023, 2024, and 2025 | | April 1, 2023 | PRSUs | April 1, 2026 based upon satisfaction of Relative TSR and ROIC | | April 1, 2023 | RSUs | 1/3 on April 1, 2024, 2025, and 2026 | | November 7, 2023 | RSUs | 1/3 on November 7, 2024, 2025, and 2026 |

  125. Outstanding Equity Awards at Year End Table

    | (4) The options, RSUs, and PRSUs granted to the NEOs are subject to time-based and/or performance-based vesting conditions. | | (5) The exercise price of stock options is equal to the closing price of an Ordinary Share on the date of grant, or, if the NYSE was not open for trading on the date of grant, on the immediately preceding business day. |

  126. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table provides information regarding option exercises and the vesting of stock awards with realizing value, including RSUs and PRSUs, during fiscal year 2023 for each NEO.

  127. Option Exercises and Stock Vested Table

    | | Option Awards | | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Jeffrey J. Cote | 49,550 | | 2,232,998 | 120,261 | 6,015,455 | | Paul S. Vasington | — | | | 46,314 | 2,316,626 | | Brian K. Roberts | — | 0 | — | — | — | | George Verras | — | | — | 17,482 | 874,450 | | Lynne J. Caljouw | — | | — | 11,023 | 551,370 | | Jennifer L. Slater | — | | — | 1,409 | 53,288 |

  128. Option Exercises and Stock Vested Table

    | (1) The value realized on exercise for option awards is equal to the amount per share at which the NEO sold shares acquired on exercise (all of which occurred on the date of exercise) minus the exercise price of the option times the number of shares acquired on exercise of the options. | | (2) The value realized on vesting for stock awards is equal to the closing market price of our ordinary shares on the date of vesting times the number of shares acquired upon vesting. |

  129. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation None of our NEOs participate in non-qualified defined contribution plans or other deferred compensation plans maintained by the Company.

  130. Non-Qualified Deferred Compensation

    | | 2024 PROXY STATEMENT - PAGE 45 |

  131. Pension Benefits

    Pension Benefits The following table describes the estimated actuarial present value of accrued retirement benefits through the end of fiscal year 2023 for the NEOs. As described in the following table, only Mr. Verras is eligible to participate in the Sensata Technologies Employees' Pension Plan and Supplemental Pension Plan.

  132. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service (1) | Present Value of Accumulated Benefit ($)(2) | | Payments During Last Fiscal Year ($) | | Jeffrey J. Cote(3) | — | — | — | | — | | Brian K. Roberts(3) | — | — | — | | — | | Paul S. Vasington(3) | — | — | — | | — | | Lynne J. Caljouw(3) | — | — | — | | — | | Jennifer L. Slater | — | — | — | | — | | George Verras | Employees' Pension Plan | 2.42 | | 7,375 | — |

  133. Pension Benefits

    (1) The number of years of credited service under the plan was frozen as of January 31, 2012. Credited service began on the date the NEO became eligible to participate in the plan. Eligibility to participate began on the earlier of 18 months of employment or January 1 following the completion of one year of employment. Accordingly, Mr. Verras was employed by Texas Instruments, prior to the April 2006 spin-off of the Sensors and Controls business of Texas Instruments, or by us, since April 2006, for longer than the years of credited service shown above. In effect, the actual number of years of service of each NEO who participates in the plan is greater than his or her credited years of service. (2) The assumptions and valuation methods used to calculate the present value of the accumulated pension benefits shown are the same as those used by us for financial reporting purposes except that a NEO’s retirement is assumed (in accordance with SEC rules) for purposes of this table to occur at age 65 and no assumption for termination prior to that date is used and the benefit is assumed to be paid in a lump sum of the amount shown. The amount of the present value of the accumulated pension benefit as of December 31, 2023 is determined using a discount rate assumption of 4.85%. (3) Messrs. Cote, Vasington, and Roberts and Mses. Caljouw and Slater are not eligible to participate in any of the above-mentioned plans.

  134. Sensata Technologies Employees' Pension Plan

    Sensata Technologies Employees' Pension Plan The Sensata Technologies Employees' Pension Plan is a qualified defined benefit pension plan. See “Compensation Discussion and Analysis—Elements of Executive Compensation–Retirement and Other Benefits-Pension Plan” for a discussion of the origin and purpose of the plan. A plan participant is eligible for normal retirement under the terms of the plan if he or she is at least 65 years of age with one year of credited service. A participant is eligible for early retirement if he or she is at least 55 years of age with 20 years of credited service or 60 years of age with five years of credited service. Mr. Verras is eligible for early retirement under this plan. None of the other NEOs participate in the plan. A participant may request payment of his or her accrued benefit at termination or any time thereafter. Participants may choose a lump sum payment or one of six forms of annuity. In order of largest to smallest periodic payment, the forms of annuity are: (i) single life annuity, (ii) 5-year certain and life annuity, (iii) 10-year certain and life annuity, (iv) qualified joint and 50% survivor annuity, (v) qualified joint and 75% survivor annuity, and (vi) qualified joint and 100% survivor annuity. If the participant does not request payment, he or she will begin to receive benefits in April of the year after he or she reaches the age of 70 1/2 in the form of annuity as required under the Internal Revenue Code. A participant’s benefit calculation includes compensation from, but is not limited to, salary, bonus, and any overtime premiums, performance premiums, and elective deferrals, if applicable. The pension formula for the plan is intended to provide a participant with an annual retirement benefit equal to 1.5 percent multiplied by the product of (i) years of credited service and (ii) the average of the five highest consecutive years of his or her base salary, plus bonus up to a limit imposed by the Internal Revenue Service, less a percentage (based on his or her year of birth, when he or she elects to retire, and his or her years of service with Texas Instruments and Sensata) of the amount of compensation on which the participant’s social security benefit is based. If an individual takes early retirement and chooses to begin receiving his or her annual retirement benefit at that time, such benefit is reduced by an early retirement factor. As a result, the annual benefit is lower than the one he or she would have received at age 65.

  135. Sensata Technologies Employees' Pension Plan

    | | 2024 PROXY STATEMENT - PAGE 46 |

  136. Sensata Technologies Employees' Pension Plan

    If the participant’s employment terminates due to disability, the participant may choose to receive his or her accrued benefit at any time prior to age 65. Alternatively, the participant may choose to defer receipt of the accrued benefit until reaching age 65 and then take a disability benefit. The disability benefit paid at age 65 is based on salary and bonus, the years of credited service the participant would have accrued to age 65 had the participant not become disabled, and the participant’s disabled status. The benefit payable in the event of death is based on salary and bonus, years of credited service, and age at the time of death, and may be in the form of a lump sum or annuity at the election of the beneficiary. The earliest date of payment is the first day of the second calendar month following the month of death. Leaves of absence are credited to years of service under both the qualified and non-qualified pension plans.

  137. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  138. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table The following table summarizes the termination benefits payable to our NEOs following termination of employment due to death or disability, retirement, voluntary resignations for good reason, termination without cause, and Change in Control. None of these termination benefits are payable to NEOs who terminate their employment with the Company due to

  139. Potential Payments Upon Termination or Change in Control Table

    | | 2024 PROXY STATEMENT - PAGE 49 |

  140. Potential Payments Upon Termination or Change in Control Table

    voluntary resignation or whose employment is terminated for cause. For each NEO, the information in the table below assumes that termination of employment occurred on December 31, 2023.

  141. Potential Payments Upon Termination or Change in Control Table

    | Name | Type of Payment | Death or Disability ($) (3) | Retirement ($) (4) | Termination Without Cause or Resignation for Good Reason ($) (5)(6) | Termination Without Cause or Resignation for Good Reason After Change in Control ($) (5)(6)(7) | | Jeffrey J. Cote | Base Salary(1) | — | — | 1,982,854 | 1,982,854 | | | Bonus(1) | — | — | 1,950,524 | 1,950,524 | | | Outstanding Equity(2) | 8,890,431 | 3,994,909 | 3,260,475 | 9,467,715 | | | Health & Welfare Benefits | — | — | 42,087 | 42,087 | | | Total | 8,890,431 | 3,994,909 | 7,235,940 | 13,443,180 | | Paul S. Vasington | Base Salary(1) | — | — | 586,328 | 586,328 | | | Bonus(1) | — | — | 473,311 | 473,311 | | | Outstanding Equity(2) | 2,569,613 | 1,238,570 | 1,009,731 | 2,747,644 | | | Health & Welfare Benefits | — | — | 20,855 | 20,855 | | | Total | 2,569,613 | 1,238,570 | 2,090,225 | 3,828,138 | | Brian Roberts | Base Salary(1) | — | — | 585,000 | 585,000 | | | Bonus(1) | — | — | — | — | | | Outstanding Equity(2) | 297,141 | — | — | 297,141 | | | Health & Welfare Benefits | — | — | — | — | | | Total | 297,141 | — | 585,000 | 882,141 | | George Verras | Base Salary(1) | — | — | 517,500 | 517,500 | | | Bonus(1) | — | — | 339,105 | 339,105 | | | Outstanding Equity(2) | 1,397,516 | — | 521,772 | 1,486,532 | | | Health & Welfare Benefits | — | — | 6,850 | 6,850 | | | Total | 1,397,516 | — | 1,385,227 | 2,349,987 | | Lynne Caljouw | Base Salary(1) | — | — | 517,500 | 517,500 | | | Bonus(1) | — | — | 313,500 | 313,500 | | | Outstanding Equity(2) | 1,397,516 | — | 521,772 | 1,486,532 | | | Health & Welfare Benefits | — | — | 21,037 | 21,037 | | | Total | 1,397,516 | — | 1,373,809 | 2,338,569 | | Jennifer Slater | Base Salary(1) | — | — | 450,000 | 450,000 | | | Bonus(1) | — | — | 19,387 | 19,387 | | | Outstanding Equity(2) | 687,160 | — | 67,626 | 750,498 | | | Health & Welfare Benefits | — | — | 20,994 | 20,994 | | | Total | 687,160 | — | 558,007 | 1,240,879 |

  142. Potential Payments Upon Termination or Change in Control Table

    | (1) Base salary and bonus amounts payable to the CEO would be paid in 24 monthly installments. Base salary and bonus amounts payable to all other NEOs would be paid in a lump sum within 30 days following termination. | | (2) The amounts presented are the value that would be earned assuming current performance as of December 31, 2023 and based on the closing market price of the common stock on December 31, 2023 of $37.57. | | (3) In accordance with the respective award agreements, (i) unvested PRSUs shall vest on the termination date at the sum of banked amounts for those performance year(s) completed (if any) plus target for any uncompleted performance year(s), and (ii) unvested RSUs shall vest in full on termination date. | | (4) In accordance with respective award agreements, (i) unvested PRSUs shall vest on the termination date at the sum of banked amounts for those performance year(s) completed (if any) plus pro-rata of the Target for any uncompleted performance year(s), (ii) unvested RSUs will continue to vest according or original vesting schedule, and (iii) unvested options will continue to vest according to original vesting schedule. | | (5) As of April 1, 2019, in accordance with the respective award agreements, (i) unvested PRSUs that otherwise would have vested within six months of the NEO's termination date shall vest on the termination date at the sum of the banked amounts for those performance year(s) completed (if any) plus target for the uncompleted performance year(s), (ii) unvested RSUs that otherwise would have vested within six months of the NEO's termination date shall vest in full on the termination date, and (iii) unvested options that would have vested within six months of the NEO's termination date shall vest in full on the termination date. | | (6) For the purposes of this calculation, all PRSUs are assumed to vest at target. | | (7) A change in control, without a termination of employment, will not trigger any severance payments. Any payments or equity due under the terms of the Company's equity incentive plans upon a change in control and subsequent termination of employment without cause or resignation for good reason (as defined in the relevant employment agreement), are included in the "Termination Without Cause or Resignation for Good Reason After Change in Control" column of this table. Refer to "Change in Control" above for definitions of change in control. All executive agreements contain customary non-compete and non-solicit agreements which are triggered upon a termination due to a change in control." |

  143. Potential Payments Upon Termination or Change in Control Table

    | | 2024 PROXY STATEMENT - PAGE 50 |

  144. CEO Pay Ratio Discussion

    CEO Pay Ratio Discussion In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of the Company’s median employee. The ratio is a reasonable estimate calculated in a manner consistent with SEC rules and the methodology described below. Per SEC rules, the Company is permitted to use the same median employee as was used in fiscal years 2021 and 2022, and the Company determined that no change was needed to the median employee since there has been no change in the Company's employee population or compensation arrangements that we believe would significantly impact the pay ratio disclosure. Our methodology to confirm the pay ratio is consistent with the last two years; initially identifying the median employee by examining the 2021 total cash compensation for all employees, excluding our CEO, who were employed by the Company on November 30, 2021, utilizing payroll data. We updated this year using the median employee's 2023 payroll data. As of the end of 2023 and 2022, the Company had approximately 19,400 and 20,800 employees, respectively. Consistent with previous years, our manufacturing and direct labor employees represent approximately 66% of our global workforce and were primarily located in Mexico, China, and Bulgaria, in close proximity to our customers. The Company prefers to directly employ its manufacturing and direct labor employees rather than utilize subcontractors. We regularly review our pay practices in the markets in which we compete for labor and consistently apply a competitive pay philosophy in each market. The median employee works in a full-time hourly role in our Botevgrad, Bulgaria manufacturing facility. For fiscal 2023, the median employee's annual compensation was $11,112, calculated using the same methodology used to calculate NEO compensation as set forth in the 2023 Summary Compensation Table on page 41. As illustrated in the table below, we reasonably estimate that our 2023 CEO to median employee total pay ratio was 612:1.

  145. CEO Pay Ratio Discussion

    | CEO Pay | $6,800,820 | | Median Employee Pay | 11,112 | | CEO Pay to Median Employee Pay Ratio | 612:1 |

  146. CEO Pay Ratio Discussion

    The SEC rules for identifying the median employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  147. Pay Versus Performance

    Pay Versus Performance The Compensation Committee reviews and approves our compensation program which is designed to attract, retain, and incentivize our employees to deliver the technological solutions that make our world safer, cleaner, and more efficient. Our compensation program blends short-, and long-term performance measures which we believe align our strategy and goals to shareholder value. In 2023, incentive compensation represented 87% of total direct compensation for our Principal Executive Officer ("PEO") and, on average, 71% of target total direct compensation of our non-PEO NEOs. This high utilization of incentive compensation model results in higher total realized pay when performance targets are exceeded and lower realized pay when targets are not achieved. The compensation actually paid ("CAP") for the PEO and the average non-PEO NEOs is calculated by taking the Summary Compensation Table values: a) less the grant value of equity granted during the year; b) less the change in pension value for the year; c) plus the year-end fair value of unvested equity awards granted during the year; d) plus, for awards granted in prior years that are outstanding and unvested at the end of the year, the difference between the year-end fair value and the immediately prior year-end fair value; e) plus, for awards granted in prior years that vested during the year, the difference between the fair value as of the vesting date and the immediately prior year-end fair value; f) plus, the pension service cost for that year. The tables below illustrate the CAP for the PEO and average non-PEO NEO's.

  148. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On | | | | | Year | Summary Compens-ation Table Total for PEO (1) | Compens-ation Actually Paid to PEO | Summary Compens-ation Table Total for PEO (2) | Compens-ation Actually Paid to PEO | Average Summary Compens-ation Table Total for Non-PEO NEOs (3) | Average Compens-ation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return (4) | Net Income (millions) | Company Selected Measure - Relative Adjusted EPS Growth (5) | | 2023 | $6,800,820 | $5,215,291 | | | $1,390,317(7) | $1,174,865 | $94.14 | $124.23 | $(3.9) | 33rd | | 2022 | $6,829,092 | $825,999 | | | $1,871,210(8) | $502,566 | $75.53 | $126.86 | $310.7 | 33rd | | 2021 | $6,798,263 | $8,393,497 | | | $2,087,346(9) | $2,451,378 | $114.52 | $134.36 | $363.6 | 72nd | | 2020 | $5,918,135 | $9,066,927 | $1,643,555(6) | $(1,405,766) | $2,642,866(10) | $2,825,257 | $97.90 | $110.96 | $164.3 | 40th |

  149. Pay Versus Performance

    (1) The PEO Summary Compensation Table to compensation actually paid reconciliation for Mr. Cote is summarized in the following table:

  150. Pay Versus Performance

    | PEO Compensation Actually Paid | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table - Total Compensation | | $6,800,820 | $6,829,092 | $6,798,263 | $5,918,135 | | – | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(5,768,757) | $(5,060,044) | $(4,600,088) | $(4,302,527) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | $3,896,152 | $4,033,224 | $4,798,794 | $8,098,053 | | + | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $(382,326) | $(3,823,703) | $1,627,102 | $334,547 | | + | Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $1,276,481 | $308,269 | $323,795 | $(849,932) | | – | Fair Value at Fiscal Year-End of Forfeited Equity Awards that Failed to Meet Vesting Conditions in the year | $(607,079) | $(1,460,840) | $(554,369) | $(131,348) | | = | CEO Compensation Actually Paid (a) | $5,215,291 | $825,999 | $8,393,497 | $9,066,927 |

  151. Pay Versus Performance

    (a) Mr. Cote was not eligible for any pension benefits and did not receive any dividends on unvested equity awards.

  152. Pay Versus Performance

    | | 2024 PROXY STATEMENT - PAGE 52 |

  153. Pay Versus Performance

    (2) The PEO Summary Compensation Table to compensation actually paid reconciliation for Ms. Sullivan is summarized in the following table:

  154. Pay Versus Performance

    | PEO Compensation Actually Paid | | 2020 | | Summary Compensation Table - Total Compensation | | $1,643,555 | | – | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(150,017) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | $282,355 | | + | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $756,865 | | + | Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(2,627,734) | | – | Fair Value at Fiscal Year-End of Forfeited Equity Awards that Failed to Meet Vesting Conditions in the year | $(367,688) | | + | Change in Actuarial Present Value of Pension Plan | $(943,103) | | = | CEO Compensation Actually Paid (a) | $(1,405,766) |

  155. Pay Versus Performance

    (a) Ms. Sullivan did not receive any dividends on unvested equity awards (3) The average non-PEO NEO Summary Compensation Table to compensation actually paid reconciliation is summarized in the following table:

  156. Pay Versus Performance

    | Non-PEO Compensation Actually Paid | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table - Total Compensation | | $1,390,317 | $1,871,210 | $2,087,346 | $2,642,866 | | – | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(848,121) | $(1,012,565) | $(1,062,548) | $(1,409,312) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | $602,131 | $807,088 | $1,108,446 | $2,106,718 | | + | Fair Value of Equity Awards Granted and Vested in Fiscal Year | $— | $— | $— | $79,901 | | + | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $(51,472) | $(828,159) | $433,791 | $133,151 | | + | Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(156,452) | $67,824 | $106,112 | $(576,110) | | – | Fair Value at Fiscal Year-End of Forfeited Equity Awards that Failed to Meet Vesting Conditions in the year | $(74,442) | $(402,832) | $(221,769) | $(70,006) | | + | Change in Actuarial Present Value of Pension Plan | $— | $— | $— | $(81,951) | | = | Non-PEO Compensation Actually Paid (a) | $1,174,865 | $502,566 | $2,451,378 | $2,825,257 |

  157. Pay Versus Performance

    (a) The non-PEO NEOs did not receive any dividends on unvested equity awards

  158. Pay Versus Performance

    | (4) The peer group used for calculating Peer Group Total Shareholder Return is the S&P 500 Industrial Index. | | (5) Relative Adjusted EPS Growth is the Company's annual Adjusted EPS Growth performance relative to the following peer group: American Axle & Manufacturing, Inc., AMETEK, Inc.; Amphenol Corporation; Aptiv plc; Autoliv Inc.; BorgWarner, Inc.; Dana Incorporated; Fortive Corporation; Gentex Corporation; Gentherm Incorporated; Lear Corporation; Littelfuse, Inc.; Melexis SA; Rockwell Automation, Inc.; Roper Technologies, Inc.; TE Connectivity Ltd; and Visteon Corporation. A reconciliation of Adjusted EPS to Diluted Net Income Per Share is included in Appendix B. | | (6) Effective March 1, 2020, Ms. Sullivan retired from her role as CEO. | | (7) The average CAP for 2023 comprised compensation for Messrs. Roberts, Vasington, and Verras and Mses. Caljouw and Slater. | | (7) The average CAP for 2022 comprised compensation for Messrs. Vasington, Picon, Verras, and Lidforss. | | (8) The average CAP for 2021 comprised compensation for Messrs. Vasington, Nargolwala, Picon, and Lidforss. | | (9) The average CAP for 2020 comprised compensation for Messrs. Vasington, Beringhause, Nargolwala, Etienvre, and Chawla. |

  159. Pay Versus Performance Relationship Disclosure

    Pay Versus Performance Relationship Disclosure

  160. Audit Committee Report

    | PROPOSAL 4: ADVISORY RESOLUTION ON DIRECTOR COMPENSATION REPORT | | | ☑ | The Board of Directors unanimously recommends that shareholders vote "FOR" the approval of the Directors' Compensation Report (items 1 and 3 below). |

  161. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee reviews non-executive director compensation on a bi-annual basis in accordance with the Directors' Compensation Policy approved by shareholders. Under U.K. law, we must obtain shareholder approval for any material change to our Director Compensation Policy. Shareholders last approved the Directors’ Compensation Policy in 2022. The compensation structure for non-executive directors currently includes:

  162. Stock Ownership Policy

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | John P. Absmeier | 110,500 | 150,024 | 260,524 | | Daniel L. Black | 119,500 | 150,024 | 269,524 | | Lorraine A. Bolsinger | 127,250 | 150,024 | 277,274 | | James E. Heppelmann(2) | 45,625 | 0 | 45,625 | | Constance E. Skidmore | 135,000 | 150,024 | 285,024 | | John Mirshekari(3) | 0 | 0 | 0 | | Steven A. Sonnenberg | 108,000 | 150,024 | 258,024 | | Martha N. Sullivan | 107,583 | 150,024 | 257,607 | | Andrew C. Teich | 259,750 | 150,024 | 409,774 | | Jugal Vijayvargiya(4) | 58,250 | 137,539 | 195,789 | | Stephen M. Zide | 106,750 | 150,024 | 256,774 |

  163. Proposal 1: Ordinary Resolution to Approve the Election of Directors

    Proposal 1: Ordinary Resolution to Approve the Election of Directors IT IS PROPOSED THAT each of the following individuals be, and each of the following hereby is, by way of separate ordinary resolution, elected to serve as director until the election and qualification of his or her respective successor or until his or her earlier death, removal or resignation: Andrew C. Teich John P. Absmeier Daniel L. Black Lorraine A. Bolsinger John Mirshekari Constance E. Skidmore Steven A. Sonnenberg Martha N. Sullivan Jugal Vijayvargiya Stephen M. Zide

  164. Proposal 4: Ordinary Advisory Resolution on Directors' Compensation Report

    Proposal 4: Ordinary Advisory Resolution on Directors' Compensation Report IT IS PROPOSED THAT, on an advisory basis, the Directors' Compensation Report set out in Appendix A of this proxy statement and included in the Company's annual report and accounts for the year ended December 31, 2023, be and hereby is, approved.

  165. Where can I obtain directions to the Annual Meeting?

    | APPENDIX A DIRECTORS' COMPENSATION REPORT |

  166. 2. Annual Report on Directors' Compensation

    2. Annual Report on Directors' Compensation The following report provides details of how our Directors were compensated during the year ended December 31, 2023. This Appendix A and the Compensation Discussion and Analysis section of this proxy statement have been prepared in accordance with s420(1) of the Companies Act 2006 and Schedule 8 of the Large & Medium-sized Companies (Report & Accounts).

  167. Pension Benefits

    Pension Benefits There were no payments for pension benefits for the year ended December 31, 2023.

  168. Pension Benefits

    | | APPENDIX A - PAGE 5 |

  169. Option Exercises During 2023

    Option Exercises During 2023 The following table includes information on the stock options exercised by the Directors during the year ended December 31, 2023:

  170. Option Exercises During 2023

    | Director | Number of stock options exercised during 2023 | Exercise Price | Expiry Date | | Martha N. Sullivan | 11,700 | $34.54 | May 24, 2023 | | Stephen M. Zide | 11,700 | $34.54 | May 24, 2023 |

  171. Percentage Change Comparisons: Directors' Compensation Versus Employees

    Percentage Change Comparisons: Directors' Compensation Versus Employees In the table below, values in column "a" represent the percentage change in salary and fees; values in column "b" represent the percentage change in taxable benefits; and values in column "c" represent the percentage change in bonus outcomes for performance periods in respect of each financial year. For the purposes of comparison, the employee percentages shown below represent the relative change between the average full-time equivalent pay for every employee employed by the Company at any point during the relevant financial year, and the equivalent average value for the preceding financial year.

  172. Percentage Change Comparisons: Directors' Compensation Versus Employees

    | | 2023 v 2022 | | | 2022 v 2021 | | | 2021 v 2020 | | | | Percentage Change for: | a | b | c | a | b | c | a | b | c | | Employees | 10% | (21)% | 13% | 5% | (13)% | 12% | 8% | 25% | 14% | | Jeffrey Cote | 1% | (100)% | 3% | 3% | (38)% | 4% | 48% | 29% | 9% | | John Absmeier | 11% | (17)% | n/a | —% | 32% | n/a | 17% | 124% | n/a | | Daniel Black(1) | 10% | 204% | n/a | 1% | 485% | n/a | n/a | n/a | n/a | | Lorraine Bolsinger(2) | 21% | —% | n/a | 7% | —% | n/a | 1% | —% | n/a | | James E. Heppelmann(3) | (59)% | —% | n/a | 1% | (100)% | n/a | 11% | (11)% | n/a | | Constance E. Skidmore | 11% | —% | n/a | 2% | (100)% | n/a | 16% | (31)% | n/a | | Steven Sonnenberg(2) | 11% | 114% | n/a | 1% | (10)% | n/a | 1% | —% | n/a | | Martha Sullivan(4) | 13% | 3030% | n/a | 33% | —% | n/a | (55)% | (100)% | n/a | | Andrew Teich | 5% | —% | n/a | 1% | (100)% | n/a | 15% | (38)% | n/a | | Jugal Vijayvargiya(5) | n/a | 0 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Stephen Zide | 12% | —% | n/a | —% | (100)% | n/a | 3% | 48% | n/a |

  173. Percentage Change Comparisons: Directors' Compensation Versus Employees

    (1) Mr. Black was appointed to the Board at the beginning of 2021, and therefore, no comparison to 2020 is available. (2) Mr. Sonnenberg and Ms. Bolsinger were appointed to the Board part way in 2020, and therefore, other than for one- time items, their pay has been annualized for comparison. (3) Mr. Heppelmann retired from the Board at the 2023 Annual Meeting. (4) Ms. Sullivan was appointed to the Board as a non-executive director in March of 2020, and her 2020 amounts reflect her pay disclosed in the Executive Director - Single Figure Table during her tenure as the CEO. Ms. Sullivan received taxable benefits of $10,800 in 2023 and $345 in 2022. (5) Mr. Vijayvargiya was appointed to the Board part way through 2023, and therefore, no comparison to 2022 is available.

  174. CEO Pay Ratio Discussion

    CEO Pay Ratio Discussion

  175. CEO Pay Ratio Discussion

    | Year | Method | 25th Percentile Pay Ratio | Median Pay Ratio | 75th Percentile Pay Ratio | | 2023 | Option A | 73:1 | 54:1 | 35:1 | | 2022 | Option A | 197:1 | 155:1 | 112:1 | | 2021 | Option A | 125:1 | 96:1 | 67:1 | | 2020 | Option A | 144:1 | 111:1 | 82:1 | | 2019 | Option A | 107:1 | 82:1 | 59:1 |

  176. CEO Pay Ratio Discussion

    The pay ratios above are calculated by using actual earnings for the CEO and employees in the United Kingdom (the "UK"). The CEO total single figure remuneration of $3,943,459 is disclosed on page A-7 of this report. Total remuneration for all our UK full-time equivalent employees on December 31, 2023 have been calculated consistently with the single figure methodology and reflects their actual earnings received in 2023 (excluding business expenses), which were used to produce the percentile calculation under Option A. Business expenses have been excluded as they are reimbursed to the employees and not substantial in value to significantly impact the ratios. We have chosen Option A because it is the most robust and statistically accurate way for us to calculate the three ratios from the options available in the regulations. It also aligns with our standard internal and external reporting practices and strategic objectives. 2023 base salary and total pay and benefits for each of the percentiles are shown in the table below:

  177. CEO Pay Ratio Discussion

    | | 25th Percentile | Median Percentile | 75th Percentile | | Salary component | $25,137 | $34,639 | $56,070 | | Total pay and benefits | 53,902 | 72,692 | 112,168 |

  178. CEO Pay Ratio Discussion

    The Compensation Committee believes that the median pay ratio is consistent with our pay, reward and progression policies. Base salaries of all employees, including our CEO (Executive Director), are set with reference to a range of factors including market practice, experience and performance in role. Our CEO pay ratio is likely to vary, potentially significantly, over time because it will be driven largely by CEO variable pay outcomes. In line with our reward principles, the CEO has a larger portion of pay based on performance than employees at the 25th, median, and 75th percentiles. This means that depending on our performance, the CEO pay ratio could increase or decrease significantly. The Compensation Committee believes that our executive officers should have a significant proportion of their pay directly linked to performance.