DEF 14A of Sensata Technologies Holding plc, Apr 29, 2025

DEF 14A of Sensata Technologies Holding plc

Filed Apr 29, 2025 · FY20240001477294-25-000059

Open on EDGAR

  1. Summary of Director Nominees

    Summary of Director Nominees The Board has nominated a slate composed of twelve talented directors with skill sets, experiences and professional backgrounds representing a diversity of perspectives and characteristics that are particularly relevant to Sensata's business and strategic objectives, as reflected in their biographies in the section “Director Nominees.”

  2. Summary of Director Nominees

    | Name | Age(1) | Director Since | Committee Membership(1) | | | | | Other Boards(2) | | | | | Audit | Compensation | Finance | Growth & Innovation | Nominating & Corporate Governance | | | John P. Absmeier* | 50 | 2019 | | | | C | | 0 | | Daniel L. Black* | 65 | 2021 | ● | ● | ● | | | 0 | | Lorraine A. Bolsinger* | 65 | 2020 | | C | | | ● | 0 | | Phillip M. Eyler* | 54 | 2024 | | | | ● | ● | 1 | | John Mirshekari* | 44 | 2024 | | | ● | ● | | 0 | | Constance E. Skidmore* | 73 | 2017 | C | ● | | | ● | 1 | | Steven A. Sonnenberg* | 72 | 2020 | ● | | | ● | | 0 | | Martha N. Sullivan* | 68 | 2013 | | | ● | ● | | 0 | | Andrew C. Teich* | 64 | 2014 | | | ● | ● | C | 1 | | Jugal Vijayvargiya* | 57 | 2023 | ● | ● | | | | 1 | | Stephan von Schuckmann | 50 | 2025 | | | | | | 0 | | Stephen M. Zide* | 65 | 2010 | | | C | | | 0 |

  3. Summary of Director Nominees

    | * Independent Director | C Committee Chair | ● Committee Member | | (1) As of April 29, 2025 | | | | (2) Number of other public company boards of which the director is currently a member. | | |

  4. Summary of Director Nominees

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

  5. Summary of Director Nominees

    | 7 New directors in the last five years | | 6 Current or former CEOs | 5.7 years Average Tenure | | | | 11 of 12 Independent | | | 60 Average age | 42% Gender or ethnically diverse | | |

  6. Summary of Director Nominees

    | | 2025 PROXY STATEMENT - PAGE 2 |

  7. Director Nominees' Skills and Expertise

    Director Nominees' Skills and Expertise Our director nominees possess core competencies that contribute to their service on the Board. In addition to those qualifications, our director nominees collectively possess skill sets that are directly relevant to the Company’s business and strategic objectives. The following table summarizes the key skills and experiences of each director nominee.

  8. 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 | | • | • | • | • | | • | • | • | • | • | • |

  9. Director Nominees' Skills and Expertise

    | | 2025 PROXY STATEMENT - PAGE 3 |

  10. IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

    IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

  11. Board Nomination Process

    Board Nomination Process Consistent with the Governance Guidelines, the Nominating & Corporate Governance Committee (the “Governance Committee”) seeks members from diverse backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The Governance Committee oversees and manages the selection criteria and appointment procedures for our Board members. When a vacancy exists on the Board due to expansion of the size of the Board or the resignation or retirement of an existing director, the Governance Committee identifies and evaluates potential director nominees and recommends candidates to the Board. The primary goal is to assemble a Board that offers a variety of perspectives, backgrounds, knowledge, and skills derived from high-quality business and professional experience. The Governance Committee has sole authority to retain and terminate any search firm to be used to assist with identifying, evaluating, and screening candidates for the Board. The Governance Committee also recommends annually the slate of director nominees for approval by the Board and the shareholders at the annual general meeting. Prior to its recommendation, the Governance Committee reviews each director’s skills, background, expertise, time demands, and contributions to the Board, to determine if each director is capable of supporting the Company’s present and future needs and should be re-nominated to serve on the Board. In accordance with the U.K. Companies Act, the Governance Committee also considers shareholder recommendations of nominees (other than self-nominations) for election to the Board, and will include such nominees in our proxy statement provided that a complete description of the nominee's qualifications, experience, and background, together with a statement signed by each nominee in which he or she consents to serve as a director, accompanies the recommendation. Such recommendations should be submitted in writing to the attention of the Nominating & Corporate Governance Committee, Sensata Technologies Holding plc, c/o Sensata Technologies, Inc., Attention: Company Secretary, 529 Pleasant Street, Attleboro, Massachusetts 02703.

  12. Board Composition and Refreshment

    Board Composition and Refreshment The Board requires that directors retire at the age of 75. To address the ability of the Board to provide effective leadership, the Board follows a rigorous evaluation system to ensure that the Board remains viable as a governing body. The Governance Committee continuously monitors Board succession and the rotation of our directors and actively reviews the appropriate skills and characteristics required of our directors in the context of the current composition of the Board, our operating requirements, the long-term interests of our shareholders, and the impact of director rotation. Seven of the twelve directors standing for election have joined the Board within the past five years. Following the election of our director nominees at the Annual Meeting, the Board will have twelve directors. The Governance Committee and Board believe diversity of professional backgrounds, age, gender, and ethnicity enhance the Board's performance of its leadership and oversight functions. A variety of personal and professional backgrounds and experiences provide different viewpoints resulting in a wide-ranging critical review of our business, which we believe enhances, among other things, the Board’s oversight of our risk management processes and strategy. The Governance Committee and Board are committed to using our succession planning and refreshment process to maintain and advance the diversity of thought that exists in our Board.

  13. Board Commitment

    Board Commitment The Governance Committee and Board nominate only those candidates who they believe are capable of devoting the necessary time to discharge their duties, taking into account principal occupations, memberships and roles on other boards, attendance at Board and committee meetings, and other responsibilities. Directors must advise the Chair of the Governance Committee, Chairman of the Board, and the CEO prior to joining the board of another public company and must offer to resign from the Board or not accept the additional directorship if the Governance Committee determines the additional directorship constitutes a conflict of interest or interferes with such director's ability to carry out their responsibilities as a director of the Company. In addition, directors must advise the Chair of the Governance Committee of any change in primary employment. The Governance Committee continually assesses any changes in directors’ time commitments throughout the year and, through the annual evaluation process, determines whether all of the director nominees have the necessary time to devote to our Board and its committees.

  14. Board Commitment

    | | 2025 PROXY STATEMENT - PAGE 7 |

  15. Board Criteria

    Board Criteria The Governance Committee evaluates each candidate for election to the Board based on the candidate’s range of talent, skill, experience, and expertise, as well as the candidate’s integrity, business acumen, understanding of our industry and business, potential conflicts of interest, availability, independence of thought, and overall ability to represent the interests of our shareholders. Although the Governance Committee does not assign specific weights to any particular criteria, and no particular attribute is necessarily applicable to all prospective nominees, the Governance Committee believes it is important that our Board as a whole possesses certain characteristics including: •knowledge of financial accounting, reporting, and internal controls; •understanding of essential leadership qualities, ability to develop leadership potential in others and implement transformational change; •familiarity with the trade of goods, services, technology, capital and/or knowledge across national borders and on a global scale; •experience in environmental, social, and governance (ESG) matters, including management of ESG risks and opportunities; •understanding of the markets and industries we serve, including our products, technologies, customers, competitors and trends; •experience with the identification, evaluation, and prioritization of risks and strategies to minimize, monitor, and control risk impact; •familiarity with driving business transformation through M&A, strategic alliances, investments, and partnerships; •ability to plan, take action and set goals to optimally deliver, launch, market and distribute existing and new business; •experience in organizational management and strategy to improve business value through strategic workforce planning; •knowledge of manufacturing of goods and the administration of business operation practices to create efficiency; •experience in capital structuring, investment decisions, cash flow, accounting, financial statements and taxation; and •attributes and business experience that enhances the overall representation of the Board in diverse perspectives that reflect the diversity of the Company's shareholders, employees, customers and communities. While the Governance Committee considers these and other criteria as appropriate to evaluate potential nominees, it has no stated minimum criteria for any individual nominee and considers the specific needs of the Board as a whole and the needs of the various Board committees when filling vacancies. See the director skills matrix on page 3 which outlines the knowledge, skills and experience of our director nominees.

  16. Attendance at Board and Committee Meetings

    Attendance at Board and Committee Meetings Each of our current directors attended more than 75% of the aggregate number of meetings of the Board and committees of the Board on which the director served during 2024.

  17. Attendance at Board and Committee Meetings

    | | 2025 PROXY STATEMENT - PAGE 8 |

  18. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  19. DIRECTOR NOMINEES

    | | JOHN P. ABSMEIER | | | Independent Director Joined Board: 2019 Age: 50 Committees: • Growth & Innovation (Chair) |

  20. Woven by Toyota

    Woven by Toyota •Chief Technology Officer (since 2022)

  21. Lear Corporation

    Lear Corporation •Chief Technology Officer (2018 – 2022)

  22. 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

  23. 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 •Director (since 2023)

  24. United States Marine Corps

    | | DANIEL L. BLACK | | | Independent Director Joined Board: 2021 Age: 65 Committees: • Audit • Compensation • Finance |

  25. United States Marine Corps

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

  26. 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, corporate governance, and business oversight 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)

  27. 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)

  28. Dartmouth College Board of Trustees

    | | 2025 PROXY STATEMENT - PAGE 9 |

  29. Dartmouth College Board of Trustees

    | | LORRAINE A. BOLSINGER | | | Independent Director Joined Board: 2020 Age: 65 Committees: • Compensation (Chair) • Nominating & Corporate Governance |

  30. Dartmouth College Board of Trustees

    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:

  31. Worchester Polytechnical Institute

    Worchester Polytechnical Institute •Trustee and Chair of the Audit Committee

  32. Society of Women Engineers

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

  33. Society of Women Engineers

    | | PHILLIP M. EYLER | | | Independent Director Joined Board: 2024 Age: 54 Committees: • Nominating & Corporate Governance • Growth & Innovation |

  34. Society of Women Engineers

    Selected Experience:

  35. Gentherm Incorporated

    Gentherm Incorporated •President and Chief Executive Officer (2017 – 2024)

  36. Harman International Industries, Inc. (subsidiary of Samsung Electronics Co.)

    Harman International Industries, Inc. (subsidiary of Samsung Electronics Co.) •President, Connected Car Division (2015 – 2017) •SVP and GM, Global Automotive Audio (2011 –2015) Skills and Qualifications: •Extensive automotive industry experience including connected technologies for automotive, consumer and enterprise markets •Broad experience in managing manufacturing operations •International business strategy and human capital management expertise •Significant experience in business strategy and human capital management expertise Education: •Bachelor of Science, Mechanical Engineering, Purdue University •Master of Business Administration, Fuqua School of Business at Duke University Other Board Activities:

  37. Gentherm Incorporated

    Gentherm Incorporated •Director (2017 – 2024)

  38. Sleep Number Corporation

    Sleep Number Corporation •Director (since 2022); Chairman (beginning May 2025)

  39. Sleep Number Corporation

    | | 2025 PROXY STATEMENT - PAGE 10 |

  40. Sleep Number Corporation

    | | JOHN MIRSHEKARI | | | Independent Director Joined Board: 2024 Age: 44 Committees: • Growth & Innovation • Finance |

  41. Sleep Number Corporation

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

  42. Fidelity Investments

    Fidelity Investments •Portfolio Manager in the Equity division (2010 – 2022) •Research Analyst (2003 – 2010) Skills and Qualifications: •Extensive investment and shareholder value creation expertise gained from experience as a fund manager •Broad experience on corporate governance, executive compensation, risk and compliance issues Education: •Bachelor of Business Administration, University of Notre Dame Other Board Activities:

  43. Relay Investments

    Relay Investments •Operating Partner (since 2018)

  44. Relay Investments

    | | CONSTANCE E. SKIDMORE | | | Independent Director Joined Board: 2017 Age: 73 Committees: • Audit (Chair) • Compensation • Nominating & Corporate Governance |

  45. Relay Investments

    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:

  46. 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

  47. Comfort Systems USA

    | | 2025 PROXY STATEMENT - PAGE 11 |

  48. Comfort Systems USA

    | | STEVEN A. SONNENBERG | | | Independent Director Joined Board: 2020 Age: 72 Committees: • Audit • Growth & Innovation |

  49. 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:

  50. Steel Dynamics

    Steel Dynamics •Director (2018 – 2024)

  51. Tennant Company

    Tennant Company •Director (2005 – 2024)

  52. Dunwoody College of Technology

    Dunwoody College of Technology •Trustee (currently)

  53. Dunwoody College of Technology

    | | MARTHA N. SULLIVAN | | | Independent Director Joined Board: 2013 Age: 68 Committees: • Finance • Growth & Innovation |

  54. Dunwoody College of Technology

    Selected Experience:

  55. Juniper II Corp

    Juniper II Corp •Director (2021 – 2023)

  56. Juniper II Corp

    | | JUGAL VIJAYVARGIYA | | | Independent Director Joined Board: 2023 Age: 57 Committees: • Audit • Compensation |

  57. Juniper II Corp

    Selected Experience:

  58. 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:

  59. Materion Corporation

    Materion Corporation

  60. Materion Corporation

    | | 2025 PROXY STATEMENT - PAGE 13 |

  61. Materion Corporation

    | | STEPHAN von SCHUCKMANN | | | Joined Board: 2025 Age: 50 |

  62. Sensata Technologies

    Sensata Technologies •Chief Executive Officer (since January 2025)

  63. ZF Group

    ZF Group •Member of the Management Board of ZF Friedrickshafen AG, ZF's Electric Mobility, Procurement, and Asia Pacific Region (January 2021-July 2014) •Executive Vice President and CEO, Powertrain Technology & Electric Mobility (October 2018-January 2021) •Senior Vice President and Chief Financial Officer, Powertrain Technology (October 2015-Setpember 2018) •Vice President, Restructuring & Performance Improvement Program, Powertrain Technology (March 2015-September 2015)

  64. Robert Bosch Automotive

    Robert Bosch Automotive •Vice President, Business Unit Aftermarket, Small Series & Military (January 2012-February 2015) •Managing Director & Plant Manager (January 2005-December 2011) Skills and Qualifications: •Robust industrial, commercial and financial background, which has uniquely prepared him to lead Sensata by capitalizing on opportunities and navigating the challenge of diverse industries •Proven track record in driving business transformations on a global scale, most notably the transition from conventional to electric powertrains at ZF Group Education: •Undergraduate Study of Engineering, University of Paderborn, Germany •Undergraduate Study of Economics, Ruprecht-Karls-University Heidelberg, Germany •Master of Commerce in Accounting & Finance, Macquarie University Sydney, Australia

  65. Robert Bosch Automotive

    | | STEPHEN M. ZIDE | | | Independent Director Joined Board: 2010 Age: 65 Committees: • Finance (Chair) |

  66. Robert Bosch Automotive

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

  67. 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 and are being asked to do so again this year by voting on Proposal 5. The compensation structure for non-executive directors currently includes:

  68. 2024 Non-Executive Director Compensation

    2024 Non-Executive Director Compensation The table below sets forth the total compensation paid to our non-executive directors in fiscal year 2024.

  69. 2024 Non-Executive Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | John Absmeier | $118,333 | $175,000 | $293,333 | | Daniel Black | $129,000 | $175,000 | $304,000 | | Lorraine Bolsinger | $134,646 | $175,000 | $309,645 | | John Mirshekari | $96,667 | $175,000 | $271,666 | | Constance Skidmore | $147,500 | $175,000 | $322,500 | | Steven Sonnenberg | $120,000 | $175,000 | $295,000 | | Martha Sullivan(2) | $44,167 | $0 | $44,167 | | Andrew Teich | $271,000 | $175,000 | $446,000 | | Jugal Vijayvargiya | $123,167 | $175,000 | $298,166 | | Stephen Zide | $117,500 | $175,000 | $292,500 | | Phillip Eyler(3) | $56,042 | $160,424 | $216,466 |

  70. 2024 Non-Executive Director Compensation

    (1) Represents the grant-date fair value calculated in accordance with ASC 718. Refer to Note 4, "Share-Based Compensation Awards", to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2024 for the method of calculation and assumptions used. (2) Ms. Sullivan received compensation as a non-executive director for the period January 1, 2024 through April 30, 2024. (3) Mr. Eyler received pro-rated compensation upon his appointment the board in July 2024.

  71. 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 performance-based restricted stock units ("PRSUs") to the Company's relative total shareholder return ("TSR") performance and return on invested capital ("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 restricted stock units ("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 |

  72. Compensation Best Practices

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

  73. Key Features of Our Executive Compensation Program

    | | Compensation Program Element | Objective | Strategy | | Key Metrics or Characteristics | | Fixed-Rate | Base Salary | Provides a competitive fixed income relative to similar positions in the market and enables the Company to attract and retain critical executive talent | • | Based on job scope, responsibilities, individual performance, experience, and market levels of pay | Subject to adjustment after consideration of competitive benchmark and relative compensation positioning | | Short-Term Variable | Annual Incentive Bonus | Promote the achievement of the Company’s annual financial goals | • | Generate strong free cash flow to provide financial flexibility | Adjusted Free Cash Flow(1) (1 Year) Adjusted Operating Income Margin(1) (1 Year) | | | | | • | Leverage global scale and highly integrated business model to drive productivity gains and expand margin dollars | | | Long-Term Variable | RSUs | Promote executive retention, stock ownership, and alignment of interests with shareholders | • | 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 | • | Focus on long-term, sustainable growth that benefits our shareholders | Relative Total Shareholder Return ("TSR")(2) (3 Years) ROIC(3) (3 Years) | | | | | • | Efficient deployment of capital to achieve growth strategy as well as improve ROIC and financial flexibility | |

  74. Key Features of Our Executive Compensation Program

    Our overall compensation program is structured to both pay for performance, and to motivate executives to balance 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 2024 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.

  75. 2024 Compensation Program Performance

    2024 Compensation Program Performance In 2024, we returned to pre-COVID levels of cash conversion as we improved working capital by reducing inventory levels and controlling capital expenditures. Free cash flow conversion as a percent of adjusted net income was 76%, and we generated $393 million of free cash flow, which was a year-over-year increase of 44%. Despite increasing adjusted operating income margin for four consecutive quarters beginning with Q1 2024, our 2024 adjusted operating income margin of 19.0% was below plan. We retired $700 million of bonds early through a combination of $200 million in corporate cash and proceeds from a $500 million bond offering maturing in 2032. Additionally, we returned $72 million of capital to shareholders through our dividend and repurchased nearly 2 million shares in 2024 using approximately $69 million of cash. These capital deployment actions yielded an improvement in our return on invested capital, which increased to 10.2% for 2024 as compared to 9.7% in the prior year. 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 2024 paid out at 50% of target for the NEOs, except Ms. Sullivan (see the Annual Incentive Bonus section below for more details on the payout calculations). •PRSUs related to the performance period from January 1, 2022 to December 31, 2024 (the "2022 PRSUs") vested on April 1, 2024 at 60% of target for the NEOs who received the 2022 PRSU grant. •The 2024 Annual Incentive Bonus for Ms. Sullivan in her role as Interim President & CEO paid out at 100% based on the terms of her employment agreement (details of Ms. Sullivan's compensation as Interim President and CEO are described in the section "Executive Transitions").

  76. 2024 Say on Pay Vote and Response to Shareholders' Feedback

    2024 Say on Pay Vote and Response to Shareholders' Feedback We submitted our executive compensation program to an advisory vote of our shareholders at the 2024 Annual General Meeting of Shareholders, and it received overwhelming support of 96.8% of the votes cast. This is consistent with high advisory approval since 2015. In support of good governance, we regularly engage in a dialogue with nearly all of our significant shareholders in order to understand their perspectives on our compensation program and other corporate governance topics. The Compensation Committee considers shareholder feedback as part of its annual assessment of the Company's executive compensation program and policies. The Compensation Committee reaffirmed the core structure of our executive compensation program in fiscal year 2024 based on strong shareholder support for our prior year say-on-pay vote with slight updates made to our Annual Incentive Bonus program for 2024 including removing the Performance Scorecard and replacing the Adjusted Operating Income metric with Adjusted Operating Income Margin. The Compensation Committee continues to monitor and consider shareholder feedback when making decisions involving executive compensation.

  77. Retirement Compensation for Jeffrey Cote’s Service as President & CEO

    Retirement Compensation for Jeffrey Cote’s Service as President & CEO On April 26, 2024, Sensata Technologies, Inc. and Mr. Cote entered into a Retirement and Release of Claims Agreement (the “Retirement and Release Agreement”) pursuant to which Mr. Cote retired from his role as President and CEO of the Company effective April 30, 2024. Mr. Cote also resigned from the Board effective April 30, 2024. In connection with his retirement, Mr. Cote was entitled to the retirement benefits payable in accordance with the existing terms of his employment agreement and applicable equity award agreements, including the forfeiture of 2024 RSUs and PRSUs, the continued vesting of other unvested RSUs, and the accelerated vesting of other PRSUs, based on actual performance for completed tranches and prorated vesting for uncompleted tranches. In addition, the Retirement and Release Agreement provides that Mr. Cote’s outstanding vested stock options remain exercisable for the duration of their existing term. In consideration for these retirement benefits, Mr. Cote agreed to a release of claims in favor of the Company and related parties and to comply with various restrictive covenants in his employment agreement and award agreements.

  78. Retention Grants for Named Executive Officers

    | Named Executive Officer | Executive Transition Equity Award Value(1) | Vesting Conditions | | Brian K. Roberts | $1,500,000 | •40% will vest upon the earlier of (i) 6 months following the date of grant and (ii) the commencement of employment of a permanent CEO •60% will vest upon the earlier of (i) 18 months following the date of grant and (ii) 12 months following the commencement of employment of the permanent CEO | | Lynne J. Caljouw | $1,000,000 | | | George Verras | $1,000,000 | | | Brian J. Wilkie | $1,000,000 | | | (1) RSUs were granted April 29, 2024 with a fair market value of $35.76 (per unit) as of the grant date | | |

  79. Cash Bonus for Certain Named Executive Officers

    Cash Bonus for Certain Named Executive Officers In December 2024, in consultation with its independent compensation consultant, F.W. Cook, the Compensation Committee granted $500,000 one-time cash bonus awards to Mr. Roberts and Ms. Caljouw as compensation for their additional effort and increased workload during the CEO search process and transition. These one-time cash bonus awards are payable on April 30, 2025, subject to the recipient’s continued active employment on the payment date.

  80. Amendment to Award Agreements with Brian Roberts

    Amendment to Award Agreements with Brian Roberts On April 1, 2024, the Company entered into an RSU award agreement (the “RSU Award Agreement”) and a performance-based RSU award agreement (the “PRSU Award Agreement”) with Brian Roberts, the Company’s Chief Financial Officer, while making its annual equity incentive awards. Effective on April 26, 2024, the Company amended each of the RSU Award Agreement and the PRSU Award Agreement granted April 1, 2024 to provide, upon a Qualifying Termination (as 1 Unvested RSUs under this award (consisting of monthly installments 9-12) were forfeited upon Ms. Sullivan’s service as Interim President and CEO ending on December 31, 2024.

  81. Amendment to Award Agreements with Brian Roberts

    defined in the respective agreement), accelerated vesting of (i) unvested RSUs that would have vested within twelve months of termination and (ii) unvested PRSUs that would have vested within twelve months of termination at the sum of (x) the banked amounts for those performance years completed plus (y) the target amount for any uncompleted performance year.

  82. Pay Mix

    | Base Salary | Target Bonus | PRSUs | RSUs |

  83. 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 annually. Any 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 also consider adjustments to base salary for an executive upon any changes to their role that increases workload and responsibilities. Ms. Caljouw and Mr. Verras each received a 15.9% base salary increase to align with market competitiveness.

  84. Annual Incentive Bonus

    Annual Incentive Bonus Our NEOs participate in the executive Annual Incentive Bonus program. Each year, we establish bonus targets 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 2024, target Annual Incentive Bonus percentages were established at the levels listed below, which are consistent with 2023 levels with the exception of Mr. Cote whose bonus percentage increased from 125% to 135% and Ms. Sullivan who was not eligible for an Annual Incentive Bonus in 2023.

  85. Annual Incentive Bonus

    | Named Executive Officer | 2024 Annual Incentive Bonus Target (as a % of base salary) | | Jeffrey J. Cote | 135% | | Martha N. Sullivan | 135% | | Brian K. Roberts | 100% | | Lynne J. Caljouw | 100% | | George Verras | 100% | | Brian J. Wilkie | 100% |

  86. Annual Incentive Bonus

    The Annual Incentive Bonus components for 2024 consisted of Adjusted Operating Income Margin and Adjusted Free Cash Flow. For 2024, we made the following changes to this compensation component: •Replaced Adjusted Operating Income dollars with Adjusted Operating Income Margin to better align with investor-focused financial performance metrics; •Removed the Performance Scorecard, and adjusted the weightings for the financial performance metrics from 37.5% to 50% for each metric; and •Increased the maximum payout for Adjusted Operating Income Margin and Adjusted Free Cash Flow from 130% to 200% of Target to more closely align with our peer companies. Annual Incentive Bonus payouts are calculated as follows:

  87. Annual Incentive Bonus

    | Annual Incentive Bonus Target ($)x | Achievement of Adjusted Operating Income Margin Goal Relative to Target (%) x 50% (weighting) | + | Achievement of Adjusted Free Cash Flow Goal Relative to Target (%) x 50% (weighting) | = | Annual Incentive Bonus Payout ($) |

  88. Adjusted Operating Income Margin

    Adjusted Operating Income Margin Adjusted Operating Income Margin 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 impacts in 2024. In establishing the Adjusted Operating Income Margin goal, the Compensation Committee considered recent earnings performance, management’s near-term operating and financial plans, and shareholder expectations. The target 2024 Adjusted Operating Income Margin Index goal of 19.7% aligned with the Company's internal annual plan and represented a 60 basis point improvement from 2023 performance of 19.1%. The table below sets forth the targets as they were approved for the Annual Incentive Bonus for the NEOs.

  89. Adjusted Operating Income Margin

    | | Adjusted Operating Income Margin Goal | Percentage of Target Payout (50% of Total Bonus) | | Threshold | 19.10% | 25% | | Hurdle | 19.25% | 50% | | Hurdle | 19.40% | 75% | | Target | 19.70% | 100% | | Max | 21.50% | 200% |

  90. Adjusted Free Cash Flow

    Adjusted Free Cash Flow Adjusted Free Cash Flow under the Annual Incentive Bonus excludes any impact from (1) acquisition related retention costs deemed as compensation for U.S. GAAP purposes and (2) divestitures or closures. Adjusted Free Cash Flow for purposes of the 2024 Annual Incentive Bonus excluded the $7 million impact from acquisition related retention costs and the Insights business divestiture. 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 2024 goal for Adjusted Free Cash Flow of $400 Million and represented an increase of 35.7% versus 2023 Adjusted Free Cash Flow performance. The maximum payout increased from 130% to 200% of target to better align with our peers.

  91. Adjusted Free Cash Flow

    | | Adjusted Free Cash Flow (in Millions) | Percentage of Target Payout (50% of Total Bonus) | | Threshold | $300.0 | 25% | | Hurdle | $325.0 | 50% | | Hurdle | $350.0 | 75% | | Target | $400.0 | 100% | | Max | $600.0 | 200% |

  92. 2024 Annual Incentive Bonus Results

    2024 Annual Incentive Bonus Results The table below shows the actual bonus results for those NEOs eligible to receive the 2024 Annual Incentive Bonus based on Company performance, or in the case of Ms. Sullivan, the amount determined by the Board:

  93. 2024 Annual Incentive Bonus Results

    | Named Executive Officer | Annual Incentive Bonus Target (%) | Annual Incentive Bonus Target | Achievement of Adjusted Operating Income Margin Relative to Target | Achievement of Free Cash Flow Relative to Target | Annual Incentive Bonus Payout | 2024 Annual Incentive Bonus Payout as a % of Target | | Jeffrey J. Cote(1) | 135% | $1,417,500 | —% | —% | $0 | —% | | Martha N. Sullivan(2) | 135% | $1,417,500 | 100% | 100% | $945,000 | 100% | | Brian K. Roberts | 100% | $600,000 | —% | 100% | $300,000 | 50% | | Lynne J. Caljouw | 100% | $600,000 | —% | 100% | $300,000 | 50% | | George Verras | 100% | $600,000 | —% | 100% | $300,000 | 50% | | Brian J. Wilkie | 100% | $600,000 | —% | 100% | $300,000 | 50% |

  94. 2024 Annual Incentive Bonus Results

    (1) Mr. Cote did not receive an Annual Incentive Bonus payout for 2024 due to his retirement. (2) The Board exercised its discretion included in Ms. Sullivan's Offer Letter for if a permanent CEO did not commence employment before December 31, 2024 and determined, based on her performance as Interim CEO & President and Mr. von Schuckmann commencing employment on January 1, 2025, to award her a pro rata amount of her Annual Incentive Bonus for 2024 equal to her Annual Incentive Bonus Target based on the number of days in 2024 she was employed as Interim President and CEO.

  95. 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. Target awards are determined based on each executive officer’s position and level of responsibility, the Company’s historical grant practices, and market benchmarks reviewed annually by the Compensation Committee. The 2024 NEO grants were awarded under the Sensata Technologies Holding plc 2021 Equity Incentive Plan (the "2021 Equity Incentive Plan").

  96. 2024 Long-Term Incentive Program

    2024 Long-Term Incentive Program Our 2024 LTI program for the NEOs approved by the Compensation Committee in March 2024 consisted of approximately 55% PRSUs and 45% RSUs. Based on peer benchmarking, the Compensation Committee approved $100,000 increases for the LTI Awards for Ms. Caljouw and Mr. Verras, set the initial LTI Award for Mr. Roberts, and maintained the award value for Mr. Cote. Ms. Sullivan did not receive a 2024 LTI Award but received an equity grant in connection with her appointment as Interim President & CEO as summarized on page 32. The grant total date values of 2024 LTI awards were as follows:

  97. 2024 Long-Term Incentive Program

    | Named Executive Officer | 2024 LTI Annual Grant Amount(1) | | Jeffrey J. Cote(2) | $5,600,000 | | Martha M. Sullivan(3) | N/A | | Brian K. Roberts | $1,500,000 | | Lynne J. Caljouw | $1,000,000 | | George Verras | $1,000,000 | | Brian J. Wilkie | $1,000,000 |

  98. 2024 Long-Term Incentive Program

    | | 2025 PROXY STATEMENT - PAGE 36 |

  99. 2024 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) Mr. Cote's 2024 equity awards were subsequently forfeited upon his retirement on April 30, 2024. | | (3) On May 1, 2024, Ms. Sullivan was granted an equity incentive award with grant date fair value of $6,000,000 (vesting in equal monthly installments over twelve months); the award was partially forfeited upon the appointment of Mr. von Schuckmann. |

  100. Restricted Stock Units

    Restricted Stock Units 2024 LTI RSUs were granted on April 1, 2024 with a fair market value of $36.46 (per unit) as of the grant date to the NEOs. All RSUs are subject to ratable vesting of one-third on the annual anniversary of the grant date for three years.

  101. Performance-based Restricted Stock Units

    Performance-based Restricted Stock Units 2024 LTI PRSUs were granted on April 1, 2024 with a fair market value of $36.46 (per unit) as of the grant date.2 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 2024 through 2026. 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 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 2024 PRSUs is calculated:

  102. 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% |

  103. 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.

  104. 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% |

  105. 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. 2 The number of PRSUs granted on April 1, 2024 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.

  106. Performance-based Restricted Stock Units

    | | 2025 PROXY STATEMENT - PAGE 37 |

  107. 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 % | | |

  108. Performance-based Restricted Stock Units

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

  109. 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 |

  110. 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. 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 2024, the Compensation Committee maintained the Relative TSR peer group. Thus, the 2024 Relative TSR peer group consisted of the following companies:

  111. 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 | | |

  112. 2024 PRSUs (2024 - 2026)

    | | 2024 | 2025 | 2026 | | Relative TSR Performance Target | 50th %ile | 50th %ile | 50th %ile | | Relative TSR Performance Achieved | 38th %ile | n/a | n/a | | Relative TSR Performance Banked % | 76% | n/a | n/a | | ROIC Performance Target | 10.0% | 11.5% | 12.8% | | ROIC Performance Achieved | 10.2% | n/a | n/a | | ROIC Performance Banked % | 105% | n/a | n/a | | % Banked | 91% | n/a | n/a |

  113. 2024 PRSUs (2024 - 2026)

    | | 2023 | 2024 | 2025 | | Relative TSR Performance Target | 50th %ile | 50th %ile | 50th %ile | | Relative TSR Performance Achieved | 13th %ile | 38th %ile | n/a | | Relative TSR Performance Banked % | —% | 76% | n/a | | ROIC Performance Target | 10.0% | 11.5% | 12.8% | | ROIC Performance Achieved | 9.7% | 10.2% | n/a | | ROIC Performance Banked % | 93% | 81% | n/a | | % Banked | 46% | 79% | n/a |

  114. 2022 PRSUs (2022 - 2024)

    2022 PRSUs (2022 - 2024) On April 1, 2025, 60% of the 2022 PRSUs vested for the 2022 - 2024 performance period as set forth below: The Company granted PRSUs to the then-NEOs on April 1, 2022, 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 2024, 70% of the 2022 PRSUs banked for 2024 performance. Based on the performance during the performance period, 60% of the 2022 PRSUs vested on April 1, 2025 as set forth below. The 3-Year CAGR Modifier is not applicable to the 2022 PRSUs, because 3-Year CAGR Relative Adjusted EPS Growth Performance did not exceed the 50th percentile for the peer group.

  115. Retirement, Severance and Other Benefits

    Retirement, Severance and Other Benefits Certain NEOs are eligible to participate in the retirement and benefit programs as described below. The Compensation Committee reviews the overall cost to the Company of the various programs generally when changes are proposed. The Compensation Committee believes the benefits provided by these programs are important factors in attracting and retaining executive officers, including the NEOs. All retirement plans provided for employees duplicate benefits provided previously to participants under plans sponsored by Texas Instruments and recognize prior service with Texas Instruments. 401(k) Savings Plan. The NEOs are eligible to participate in our 401(k) savings plan on the same basis as all other eligible employees. The plan provides for an employer-matching contribution up to 4% of the employee's annual eligible earnings. All of the NEOs were participants in this plan during 2024. Health and Welfare Plans. We provide medical, dental, vision, life insurance, and disability benefits to all eligible non-contractual employees. The NEOs are eligible to participate in these benefits on the same basis as all other employees.

  116. Retirement, Severance and Other Benefits

    | | 2025 PROXY STATEMENT - PAGE 39 |

  117. Retirement, Severance and Other Benefits

    Perquisites. In addition to the components of compensation discussed above, we offer limited perquisites to the NEOs. See "Summary Compensation Table" below for a summary of the reportable perquisites for the NEOs. Severance and Change in Control Plan. Effective April 26, 2024, we maintain the Severance and Change in Control Plan for senior officers, which provides for severance payments and the continuation of health care and dental benefits in the event of a termination of employment with the Company under qualifying circumstances. The terms of the Severance and Change in Control Plan are described on page 50.

  118. Compensation Benchmarking and Survey Data

    Compensation Benchmarking and Survey Data As part of establishing the total compensation packages for our NEOs for 2024, 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 2023 and included no changes from the previous year. As such, the 2024 peer group consisted of the following companies:

  119. 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. | |

  120. Compensation Benchmarking and Survey Data

    | | 2025 PROXY STATEMENT - PAGE 41 |

  121. 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 2024 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.

  122. Employment Agreements

    Employment Agreements 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. The agreements are for a one-year term, automatically renewing for successive additional one-year terms. The agreements provide for an annual base salary, eligibility to earn an annual incentive bonus in an amount equal to a certain percentage of their annual base salary, as previously described, and benefits following a termination due to death, disability or retirement. For those NEOs who have not opted into the Severance and Change in Control Plan, the respective employment agreement provides benefits following a termination with and without "Cause", resignation with and without "Good Reason", and "Change in Control" (as those terms are defined in the Severance and Change in Control Plan). 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. For more information regarding termination and change in control provisions, refer to the "Potential Payments upon Termination or a Change in Control" section of this Proxy Statement.

  123. 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.

  124. 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, 2024, 2023, and 2022 of (i) our CEOs, (ii) our CFO, and (iii) the three other persons serving as executive officers at the end of fiscal 2024 who were the most highly compensated executive officers of the Company in fiscal 2024. These six officers are referred to as the NEOs in this proxy statement.

  125. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Jeffrey J. Cote Former President & CEO | 2024 | 335,357 | — | 5,197,473 | — | — | 39,774 | 5,572,604 | | | 2023 | 991,427 | — | 5,768,757 | — | — | 40,636 | 6,800,820 | | | 2022 | 985,839 | — | 5,060,044 | 743,570 | — | 39,640 | 6,829,093 | | Martha N. Sullivan Former Interim President & CEO | 2024 | 700,000 | — | 6,000,015 | 945,000 | — | 23,960 | 7,668,975 | | Brian K. Roberts EVP, Chief Financial Officer | 2024 | 596,250 | 500,000 | 2,892,203 | 300,000 | — | 15,345 | 4,303,798 | | | 2023 | 99,531 | 250,000 | 250,003 | — | — | 2,196 | 601,730 | | Lynne J. Caljouw EVP and Chief Human Resources Officer | 2024 | 579,375 | 500,000 | 1,928,137 | 300,000 | — | 23,565 | 3,331,077 | | | 2023 | 517,500 | — | 900,060 | 144,900 | — | 21,301 | 1,583,761 | | George Verras EVP, Chief Technology Officer | 2024 | 579,375 | — | 1,928,137 | 300,000 | — | 24,763 | 2,832,275 | | | 2023 | 517,500 | — | 927,180 | 144,900 | — | 36,928 | 1,626,508 | | | 2022 | 484,737 | — | 750,057 | 310,500 | — | 31,601 | 1,576,895 | | Brian J. Wilkie EVP, Performance Sensing, Vehicles Business Unit | 2024 | 562,500 | — | 1,928,137 | 300,000 | — | 9,828 | 2,800,464 |

  126. 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 cash bonuses paid in 2024 to Mr. Roberts and Ms. Caljouw in connection with the CEO transition and the cash sign-on bonus paid to Mr. Roberts in 2023 in connection with his hiring. | | (3) Represents the aggregate grant date fair value of RSUs and PRSUs granted in the years ended December 31, 2024, 2023, and 2022 calculated in accordance with Accounting Standards Codification ("ASC") Topic 718, Stock Compensation ("ASC 718"). See Note 4, "Share-Based Compensation," of our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 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 2022 awards, between 0% and 150% for the 2023 awards, and between 0% and 137.5% the 2024 awards. The maximum value of PRSUs are as follows: Mr. Cote - $2,677,467; Mr. Roberts - $717,194; Ms. Caljouw: $478,119, Mr. Verras - $478,119, and Mr. Wilkie - $478,119. The number of PRSUs and RSUs granted to each NEO during 2024 is detailed in the Grants of Plan Based Awards Table. Mr. Cote's 2024 equity awards were forfeited upon his retirement on April 30, 2024. Ms. Sullivan's 2024 Interim CEO grant was partially forfeited upon the appointment of Mr. von Schuckmann. | | (4) Represents the annual incentive bonus awarded to each NEO. See "Compensation Discussion and Analysis-Elements of Executive Compensation-Annual Incentive Bonus" for more information. | | (5) Calculated net total change for 2024 is $(304) which is the actual payment made during 2024 less the actuarial present value of accumulated benefits as of December 31, 2023. | | (6) 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. |

  127. Summary Compensation Table

    | | 2025 PROXY STATEMENT - PAGE 43 |

  128. Summary Compensation Table

    | Name | Fiscal Year | Financial Counseling ($)(1) | Insurance Premium Contributions ($)(2) | Matching Contributions to 401(k) Plan ($) | Relocation ($) | All Other Payments ($)(3) | Total ($) | | Jeffrey J. Cote | 2024 | 24,715 | 1,645 | 13,414 | — | — | 39,774 | | Martha M. Sullivan | 2024 | — | 10,160 | 13,800 | — | — | 23,960 | | Brian K. Roberts | 2024 | — | 1,508 | 13,800 | — | 38 | 15,345 | | Lynne J. Caljouw | 2024 | 7,703 | 1,461 | 13,800 | — | 600 | 23,565 | | George Verras | 2024 | 11,760 | 1,461 | 10,041 | — | 1,500 | 24,763 | | Brian J. Wilkie | 2024 | 325 | 2,023 | 7,290 | — | 190 | 9,828 |

  129. 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. | | (3) Represents service milestone and anniversary gifts. |

  130. Summary Compensation Table

    | | 2025 PROXY STATEMENT - PAGE 44 |

  131. 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 2024.

  132. 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) | Grant Date Fair Value of Stock and Option Awards ($)(7) | | | | Threshold ($)(3) | Target ($)(4) | Maximum ($)(5) | Threshold (#) | Target (#) | Maximum (#) | | | | Jeffrey J. Cote | N/A | 177,188 | 1,417,500 | 2,835,000 | | | | | | | | 4/1/2024(8) | | | | 14,080 | 84,477 | 116,156 | | 2,677,499 | | | 4/1/2024(8) | | | | | | | 69,117 | 2,520,006 | | Martha M. Sullivan | N/A | 177,188 | 1,417,500 | 2,835,000 | | | | | | | | 5/1/2024 | | | | | | | 153,886 | 6,000,015 | | Brian K. Roberts | N/A | 75,000 | 600,000 | 1,200,000 | | | | | | | | 4/1/2024 | | | | 3,771 | 22,628 | 31,114 | | 717,194 | | | 4/1/2024 | | | | | | | 18,514 | 675,020 | | | 4/29/2024 | | | | | | | 41,947 | 1,500,025 | | Lynne J. Caljouw | N/A | 75,000 | 600,000 | 1,200,000 | | | | | | | | 4/1/2024 | | | | 2,514 | 15,086 | 20,743 | | 478,151 | | | 4/1/2024 | | | | | | | 12,343 | 450,026 | | | 4/29/2024 | | | | | | | 27,965 | 1,000,028 | | George Verras | N/A | 75,000 | 600,000 | 1,200,000 | | | | | | | | 4/1/2024 | | | | 2,514 | 15,086 | 20,743 | | 478,151 | | | 4/1/2024 | | | | | | | 12,343 | 450,026 | | | 4/29/2024 | | | | | | | 27,965 | 1,000,028 | | Brian J. Wilkie | N/A | 75,000 | 600,000 | 1,200,000 | | | | | | | | 4/1/2024 | | | | 2,514 | 15,086 | 20,743 | | 478,151 | | | 4/1/2024 | | | | | | | 12,343 | 450,026 | | | 4/29/2024 | | | | | | | 27,965 | 1,000,028 |

  133. 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 2024 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 - 2024 LTI Program - PRSUs". | | (3) Threshold amounts were determined based on 12.5% of the 2024 bonus target for each NEO. This rate is based on a threshold achievement of 25% on one metric and 0% on the other metric. | | (4) Target amounts were determined based on 2024 annual base salary for each NEO. | | (5) The maximum payment amount under our annual incentive bonus program for 2024 is 200% 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 total grant-date fair value per award calculated in accordance with ASC 718. Refer to Note 4, "Share-Based Compensation," to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal year ended December 31, 2024 for the method of calculation and assumptions used. | | (8) Mr. Cote's April 1, 2024 equity awards were forfeited upon his retirement on April 30, 2024. |

  134. Grants of Plan Based Awards Table

    | | 2025 PROXY STATEMENT - PAGE 45 |

  135. 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, 2024.

  136. 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(6) | 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 | — | — | — | — | | | 4/1/2022 | — | $— | | 15,012 | 411,329 | — | — | | | 4/1/2023 | — | $— | | 33,586 | 920,256 | — | — | | Martha N. Sullivan | 4/1/2015 | 71,272 | $56.94 | 4/1/2025 | — | — | — | — | | | 6/1/2015 | 7,040 | $55.27 | 6/1/2025 | — | — | — | — | | | 4/1/2017 | 101,380 | $43.67 | 4/1/2027 | — | — | — | — | | | 4/1/2018 | 78,720 | $51.83 | 4/1/2028 | — | — | — | — | | | 4/1/2019 | 99,210 | $46.93 | 4/1/2029 | — | — | — | — | | Brian K. Roberts | 11/7/2023 | — | $— | | 5,272 | 144,453 | — | — | | | 4/1/2024 | — | $— | | 18,514 | 507,284 | 22,628 | 620,007 | | | 4/29/2024 | — | $— | | 25,168 | 689,603 | — | — | | 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 | — | — | — | — | | | 4/1/2022 | — | $— | | 2,225 | 60,965 | 8,159 | 223,557 | | | 4/1/2023 | — | $— | | 5,398 | 147,905 | 9,897 | 271,178 | | | 4/1/2024 | — | $— | | 12,343 | 338,198 | 15,086 | 413,356 | | | 4/29/2024 | — | $— | | 16,779 | 459,745 | — | — | | 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 | — | — | — | — | | | 4/1/2022 | — | $— | | 2,225 | 60,965 | 8,159 | 223,557 | | | 4/1/2023 | — | $— | | 5,398 | 147,905 | 9,897 | 271,178 | | | 4/1/2024 | — | $— | | 12,343 | 338,198 | 15,086 | 413,356 | | | 4/29/2024 | — | $— | | 16,779 | 459,745 | — | — | | Brian J. Wilkie | 4/1/2022 | — | $— | | 1,038 | 28,441 | 3,808 | 104,339 | | | 4/1/2023 | — | $— | | 3,598 | 98,585 | 6,598 | 180,785 | | | 4/1/2024 | — | $— | | 12,343 | 338,198 | 15,086 | 413,356 | | | 4/29/2024 | — | $— | | 16,779 | 459,745 | — | — |

  137. 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 2021 Equity Incentive Plan. | | (3) The vesting conditions for outstanding equity awards held by our NEOs as of December 31, 2024 are as follows: |

  138. Outstanding Equity Awards at Year End Table

    | | 2025 PROXY STATEMENT - PAGE 46 |

  139. Outstanding Equity Awards at Year End Table

    | Date of Grant | Type of Award | Vesting Schedule | | January 21, 2016 | Performance Options | January 21, 2019 based upon satisfaction of strategic goals | | April 1, 2015 | Options | 25% on April 1, 2016, 2017, 2018, and 2019 | | June 1, 2015 | Options | 25% on June 1, 2016, 2017, 2018, and 2019 | | 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, 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 | | 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 | | April 1, 2024 | PRSUs | April 1, 2027 based upon satisfaction of Relative TSR and ROIC | | April 1, 2024 | RSUs | 1/3 on April 1, 2025, 2026, and 2027 | | April 29, 2024 | RSUs | ● 40% will vest upon the earlier of (i) 6 months following the date of grant and (ii) the commencement of employment of a permanent CEO ● 60% will vest upon the earlier of (i) 18 months following the date of grant and (ii) 12 months following the commencement of employment of the permanent CEO | | May 1, 2024 | RSUs | 12 equal monthly installments at the ending of each month beginning May 31, 2024 |

  140. 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. | | (6) Mr. Cote's April 1, 2024 equity awards are not shown as they were forfeited upon his retirement on April 30, 2024. |

  141. 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 2024 for each NEO.

  142. 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 | — | — | 118,209 | 4,388,545 | | Martha M. Sullivan | 109,022 | 4,635,707 | 102,591 | 3,667,488 | | Brian K. Roberts | — | — | 19,416 | 681,089 | | Lynne J. Caljouw | — | — | 23,267 | 835,675 | | George Verras | — | — | 23,267 | 835,675 | | Brian J. Wilkie | — | — | 16,889 | 603,133 |

  143. 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. |

  144. 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.

  145. Non-Qualified Deferred Compensation

    | | 2025 PROXY STATEMENT - PAGE 47 |

  146. Pension Benefits

    Pension Benefits Mr. Verras was previously eligible to participate in the Sensata Technologies Employees' Pension Plan.The Pension Plan was terminated on December 31, 2023, and as part of the plan termination, Mr. Verras opted to received a one-time distribution that covered his benefit amount under the plan. Other NEOs are not eligible to participate in the above-mentioned plan.

  147. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service (1) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | | Jeffrey J. Cote | — | — | — | — | | | Martha M. Sullivan | — | — | — | — | | | Brian K. Roberts | — | — | — | — | | | Lynne J. Caljouw | — | — | — | — | | | Brian J. Wilkie | — | — | — | — | | | George Verras | Employees' Pension Plan | 2.42 | — | | 7,071 |

  148. 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.

  149. 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. 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.

  150. Sensata Technologies Employees' Pension Plan

    | | 2025 PROXY STATEMENT - PAGE 48 |

  151. Sensata Technologies Employees' Pension Plan

    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.

  152. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  153. 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 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, 2024. Potential payments to Mr. Cote are not included in the table as he terminated his employment with Sensata prior to December 31, 2024; the amounts shown in the retirement column reflect actual payments to Mr. Cote in connection with his retirement on April 30, 2024. Refer to the section titled "Retirement Compensation for Jeffrey Cote’s Service as President & CEO" in the CD&A discussion for further details.

  154. 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(8) | Base Salary | N/A | — | N/A | N/A | | | Bonus | N/A | — | N/A | N/A | | | Outstanding Equity | N/A | 2,496,393 | N/A | N/A | | | Health & Welfare Benefits | N/A | — | N/A | N/A | | | Total | N/A | 2,496,393 | N/A | N/A | | Martha M. Sullivan | Base Salary(1) | — | — | — | — | | | Bonus(1) | — | — | — | — | | | Outstanding Equity(2) | — | — | — | — | | | Health & Welfare Benefits | — | — | — | — | | | Total | — | — | — | 0 | | Brian K. Roberts | Base Salary(1) | — | — | 600,000 | 600,000 | | | Bonus(1) | — | — | 300,000 | 300,000 | | | Outstanding Equity(2) | 1,961,347 | — | 858,716 | 1,961,347 | | | Health & Welfare Benefits | — | — | — | — | | | Total | 1,961,347 | — | 1,758,716 | 2,861,347 | | Lynne J. Caljouw | Base Salary(1) | — | — | 600,000 | 1,200,000 | | | Bonus(1) | — | — | 222,450 | 444,900 | | | Outstanding Equity(2) | 1,799,025 | — | 930,970 | 1,914,904 | | | Health & Welfare Benefits | — | — | 24,087 | 48,173 | | | Total | 1,799,025 | — | 1,777,506 | 3,607,977 | | George Verras | Base Salary(1) | — | — | 600,000 | 1,200,000 | | | Bonus(1) | — | — | 222,450 | 444,900 | | | Outstanding Equity(2) | 1,799,025 | — | 930,970 | 1,914,904 | | | Health & Welfare Benefits | — | — | 14,834 | 29,669 | | | Total | 1,799,025 | — | 1,768,254 | 3,589,473 | | Brian J. Wilkie | Base Salary(1) | — | — | 600,000 | 1,200,000 | | | Bonus(1) | — | — | 213,000 | 426,000 | | | Outstanding Equity(2) | 1,559,607 | — | 754,569 | 1,623,450 | | | Health & Welfare Benefits | — | — | 24,091 | 48,181 | | | Total | 1,559,607 | — | 1,591,659 | 3,297,631 |

  155. Potential Payments Upon Termination or Change in Control Table

    | | 2025 PROXY STATEMENT - PAGE 51 |

  156. Potential Payments Upon Termination or Change in Control Table

    | (1) For Mr. Roberts, base salary and bonus amounts would be paid in a lump sum within 30 days following termination; bonus reflects 2024 actual bonus only as he was not eligible to receive bonus in 2023. For the other NEOs, upon termination without cause or resignation for good reason, base salary and bonus would be paid in the form of salary continuation over the course of the Severance Period, on the regular payroll dates; upon termination without cause or resignation for good reason in connection with a Change in Control, base salary and bonus amounts would be paid in lump sum no later than the second payroll cycle following the effective date of the termination. | | (2) The amounts presented are the value that would be earned assuming current performance as of December 31, 2024 and based on the closing market price of the common stock on December 31, 2024 of $27.40. | | (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), and (ii) unvested RSUs will continue to vest according to their 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 (or twelve months in the case of Mr. Roberts) 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 (or twelve months the case of Mr. Roberts' 2024 awards) 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. RSU awards granted April 29, 2024 have similar terms but do not include the service requirement. | | (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." | | (8) Reflects actual payments to Mr. Cote in connection with his retirement. Outstanding equity represents the continued vesting of the 2022 and 2023 RSUs, and the accelerated vesting of the 2022 and 2023 PRSUs, based on actual performance for completed tranches and prorated vesting for uncompleted tranches. |

  157. 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, 2022 and 2023, 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 three 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 2024 payroll data. As of the end of 2024, 2023 and 2022, the Company had approximately 19,000, 19,400 and 20,800 employees, respectively. Consistent with previous years, our manufacturing and direct labor employees represent approximately 67% 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 Tijuana, Mexico manufacturing facility. For fiscal 2024, the median employee's annual compensation was $12,816, calculated using the same methodology used to calculate NEO compensation as set forth in the 2024 Summary Compensation Table on page 43. As illustrated in the table below, we reasonably estimate that our 2024 CEO to median employee total pay ratio was 598:1.

  158. CEO Pay Ratio Discussion

    | CEO Pay | $7,668,975 | | Median Employee Pay | 12,816 | | CEO Pay to Median Employee Pay Ratio | 598:1 |

  159. 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.

  160. CEO Pay Ratio Discussion

    | | 2025 PROXY STATEMENT - PAGE 52 |

  161. 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 2024, incentive compensation represented 88% and 87% of total direct compensation for Martha Sullivan and Jeff Cote, respectively, and on average, 74% of 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. Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (“CAP”) to the Company’s principal executive officer (“PEO”) and the Company’s non-PEO named executive officers (the “Non-PEO NEOs”) and certain aspects of the financial performance of the Company. In 2024, the Non-PEO NEOs are Mr. Roberts, Ms. Caljouw, Mr. Verras, and Mr. Wilkie. The Compensation Committee does not utilize CAP as a basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see the Compensation Discussion and Analysis section of this Proxy Statement.

  162. 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 TSR (5) | | 2024 | $5,572,604 | $(3,372,453) | $7,668,975 | $6,741,940 | $3,316,903(7) | $2,719,303 | $52.57 | $162.25 | $128.50 | 38th | | 2023 | $6,800,820 | $5,215,291 | | | $1,390,317(8) | $1,174,865 | $71.11 | $140.30 | $(3.90) | 13th | | 2022 | $6,829,092 | $825,999 | | | $1,871,210(9) | $502,566 | $75.53 | $120.91 | $310.70 | 6th | | 2021 | $6,798,263 | $8,393,497 | | | $2,087,346(10) | $2,451,378 | $114.52 | $130.16 | $363.60 | 41st | | 2020 | $5,918,135 | $9,066,927 | $1,643,555(6) | $(1,405,766) | $2,642,866(11) | $2,825,257 | $97.90 | $109.01 | $164.30 | 12th |

  163. Pay Versus Performance

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

  164. Pay Versus Performance

    | | 2025 PROXY STATEMENT - PAGE 53 |

  165. Pay Versus Performance

    | PEO Compensation Actually Paid (Cote) | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table - Total Compensation | | $5,572,604 | $6,800,820 | $6,829,092 | $6,798,263 | $5,918,135 | | – | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(5,197,473) | $(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 | | + | Fair Value of Equity Awards Granted and Vested in Fiscal Year | $— | $— | $— | $— | $— | | + | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $(494,242) | $(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 | $(52,567) | $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 | $(3,200,776) | $(607,079) | $(1,460,840) | $(554,369) | $(131,348) | | = | CEO Compensation Actually Paid (a) | $(3,372,453) | $5,215,291 | $825,999 | $8,393,497 | $9,066,927 |

  166. Pay Versus Performance

    (a) Mr. Cote was not eligible for any pension benefits and did not receive any dividends on unvested equity awards. (2) The PEO Summary Compensation Table to compensation actually paid reconciliation for Ms. Sullivan is summarized in the following table:

  167. Pay Versus Performance

    | PEO Compensation Actually Paid | | 2024 | 2020 | | Summary Compensation Table - Total Compensation | | $7,668,975 | $1,643,555 | | – | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(6,000,015) | $(150,017) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | $1,405,492 | $282,355 | | + | Fair Value of Equity Awards Granted and Vested in Fiscal Year | $3,667,488 | $— | | + | 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) | $6,741,940 | $(1,405,766) |

  168. 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:

  169. Pay Versus Performance

    | Non-PEO Compensation Actually Paid | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table - Total Compensation | | $3,316,903 | $1,390,317 | $1,871,210 | $2,087,346 | $2,642,866 | | – | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(2,169,153) | $(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 | $1,358,710 | $602,131 | $807,088 | $1,108,446 | $2,106,718 | | + | Fair Value of Equity Awards Granted and Vested in Fiscal Year | $444,602 | $— | $— | $— | $79,901 | | + | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $(180,049) | $(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 | $(10,984) | $(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 | $(40,726) | $(74,442) | $(402,832) | $(221,769) | $(70,006) | | + | Change in Actuarial Present Value of Pension Plan | $— | $— | $— | $— | $(81,951) | | = | Non-PEO Compensation Actually Paid (a) | $2,719,303 | $1,174,865 | $502,566 | $2,451,378 | $2,825,257 |

  170. Pay Versus Performance

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

  171. Pay Versus Performance

    | | 2025 PROXY STATEMENT - PAGE 54 |

  172. Pay Versus Performance

    | (4) The peer group used for calculating Peer Group Total Shareholder Return is the S&P 500 Industrial Index. | | (5) Relative TSR is the Company's annual TSR performance relative to the following peer group: 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; Stonerodge; TE Connectivity Ltd; and Visteon Corporation. | | (6) Effective March 1, 2020, Ms. Sullivan retired from her role as CEO and was succeeded by Mr. Cote, who served until April 30, 2024. Ms. Sullivan subsequently served as the Interim CEO from May 1, 2024 to December 31, 2024. | | (7) The average CAP for 2024 comprised compensation for Messrs. Roberts, Verras, and Wilkie and Ms. Caljouw. | | (8) The average CAP for 2023 comprised compensation for Messrs. Roberts, Vasington, and Verras and Mses. Caljouw and Slater. | | (9) The average CAP for 2022 comprised compensation for Messrs. Vasington, Picon, Verras, and Lidforss. | | (10) The average CAP for 2021 comprised compensation for Messrs. Vasington, Nargolwala, Picon, and Lidforss. | | (11) The average CAP for 2020 comprised compensation for Messrs. Vasington, Beringhause, Nargolwala, Etienvre, and Chawla. |

  173. Pay Versus Performance

    In the tables above, the unvested equity fair values were calculated on each of the required measurement dates using assumptions based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes. For unvested awards subject to performance-based vesting conditions, the fair values were based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

  174. Pay Versus Performance Relationship Disclosure

    Pay Versus Performance Relationship Disclosure

  175. 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). |

  176. Audit Committee Report

    | PROPOSAL 5: APPROVAL OF DIRECTOR COMPENSATION POLICY | | | ☑ | The Board of Directors unanimously recommends that shareholders vote "FOR" the approval of the Directors' Compensation Policy. |

  177. 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: John P. Absmeier Daniel L. Black Lorraine A. Bolsinger Phillip M. Eyler John Mirshekari Constance E. Skidmore Steven A. Sonnenberg Martha N. Sullivan Andrew C. Teich Jugal Vijayvargiya Stephan von Schuckmann Stephen M. Zide

  178. 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, 2024, be and hereby is, approved.

  179. Proposal 5: Ordinary Resolution on Directors' Compensation Policy

    Proposal 5: Ordinary Resolution on Directors' Compensation Policy IT IS PROPOSED THAT the Directors' Compensation Policy set out in Appendix B of this proxy statement and included in the Company's annual report and accounts for the year ended December 31, 2024, be and hereby is, approved

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

    | APPENDIX A DIRECTORS' COMPENSATION REPORT |

  181. 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, 2024. 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).

  182. Pension Benefits

    Pension Benefits There were no payments for pension benefits for the year ended December 31, 2024.

  183. Pension Benefits

    | | APPENDIX A - PAGE 6 |

  184. Option Exercises During 2024

    Option Exercises During 2024 The following table includes information on the stock options exercised by the Directors during the year ended December 31, 2024:

  185. Option Exercises During 2024

    | Director | Number of stock options exercised during 2024 | Exercise Price | Expiry Date | | Martha N. Sullivan | 109,022 | $42.52 | April 1, 2026 |

  186. 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.

  187. Percentage Change Comparisons: Directors' Compensation Versus Employees

    | | 2024 v 2023 | | | 2023 v 2022 | | | 2022 v 2021 | | | 2021 v 2020 | | | 2020 v 2019 | | | | Percentage Change for: | a | b | c | a | b | c | a | b | c | a | b | c | a | b | c | | Employees | (1)% | 5% | 4% | 10% | (21)% | 13% | 5% | (13)% | 12% | 8% | 25% | 14% | 5% | 70% | (9)% | | Martha Sullivan(1) | 592% | 296% | n/a | 13% | 3030% | n/a | 33% | —% | n/a | (55)% | (100)% | n/a | (83)% | (98)% | n/a | | John Absmeier | 7% | 355% | n/a | 11% | (17)% | n/a | —% | 32% | n/a | 17% | 124% | n/a | 17% | (30)% | n/a | | Daniel Black | 8% | —% | n/a | 10% | 204% | n/a | 1% | 485% | n/a | —% | —% | n/a | —% | —% | n/a | | Lorraine Bolsinger | 6% | (62)% | n/a | 21% | —% | n/a | 7% | —% | n/a | 1% | —% | n/a | —% | —% | n/a | | Phillip Eyler(2) | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | John Mirshekari(2) | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Constance E. Skidmore | 9% | 81% | n/a | 11% | —% | n/a | 2% | (100)% | n/a | 16% | (31)% | n/a | (8)% | (50)% | n/a | | Steven Sonnenberg | 11% | 104% | n/a | 11% | 114% | n/a | 1% | (10)% | n/a | 1% | —% | n/a | —% | —% | n/a | | Andrew Teich | 4% | 239% | n/a | 5% | —% | n/a | 1% | (100)% | n/a | 15% | (38)% | n/a | 23% | (11)% | n/a | | Jugal Vijayvargiya(3) | 111% | 470% | n/a | n/a | —% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Stephen Zide | 10% | 12% | n/a | 12% | —% | n/a | —% | (100)% | n/a | 3% | 48% | n/a | (6)% | —% | n/a | | (1) Ms. Sullivan stepped down from the Board to serve as the Interim CEO on May 1, 2024. Her 2024 compensation includes salary, fees, and benefits for both roles. | | | | | | | | | | | | | | | | | (2) Mr. Eyler and Mr. Mirshekari were appointed to the Board in 2024, and therefore, year-over-year comparison to 2023 is not available. | | | | | | | | | | | | | | | | | (3) Mr. Vijayvargiya was appointed to the Board in 2023, and therefore, year-over-year comparison to 2022 is not available. | | | | | | | | | | | | | | | |

  188. Percentage Change Comparisons: Directors' Compensation Versus Employees

    | | APPENDIX A - PAGE 8 |

  189. CEO Pay Ratio Discussion

    CEO Pay Ratio Discussion

  190. CEO Pay Ratio Discussion

    | Year | Method | 25th Percentile Pay Ratio | Median Pay Ratio | 75th Percentile Pay Ratio | | 2024 | Option A | 111:1 | 84:1 | 64:1 | | 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 |

  191. 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 $8,669,365 is disclosed on page A-7 of this report.

  192. CEO Pay Ratio Discussion

    | | APPENDIX A - PAGE 10 |

  193. CEO Pay Ratio Discussion

    Total remuneration for all our UK full-time equivalent employees on December 31, 2024 have been calculated consistently with the single figure methodology and reflects their actual earnings received in 2024 (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. 2024 base salary and total pay and benefits for each of the percentiles are shown in the table below:

  194. CEO Pay Ratio Discussion

    | | 25th Percentile | Median | 75th Percentile | | Salary component | $31,770 | $44,569 | $64,728 | | Total pay and benefits | $78,086 | $102,835 | $136,109 |

  195. 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.

  196. Directors' Remuneration Policy

    | APPENDIX B DIRECTORS' COMPENSATION POLICY |

  197. Directors' Compensation Policy

    Directors' Compensation Policy It is intended that this Directors’ Compensation Policy (this “Policy”), if approved by shareholders, will, for the purposes of section 226D(6)(b) of the U.K Companies Act, take effect on 31 May 2025. The Company intends to implement the Policy as more specifically set forth in the remuneration tables below and as more specifically described herein. Our Policy applies to our Executive Director, Stephan von Schuckmann (as well as any individual that may become an Executive Director while this Policy is in effect) and also to our Non-Executive Directors.