DEF 14A of Sensata Technologies Holding plc, Apr 29, 2026

DEF 14A of Sensata Technologies Holding plc

Filed Apr 29, 2026 · FY20250001477294-26-000022

Open on EDGAR

  1. Summary of Director Nominees

    Summary of Director Nominees The Board has nominated a slate composed of eleven 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 | Innovation & Technology | Nominating & Corporate Governance | | | John P. Absmeier* | 51 | 2019 | | | | C | | 0 | | Daniel L. Black* | 66 | 2021 | ● | ● | ● | | | 0 | | Lorraine A. Bolsinger* | 66 | 2020 | | C | | | ● | 0 | | Phillip M. Eyler* | 55 | 2024 | | | | ● | ● | 2 | | Laurie Schupmann | 63 | | | | | | | 1 | | Constance E. Skidmore* | 74 | 2017 | C | ● | | | ● | 1 | | Martha N. Sullivan* | 69 | 2013 | | | ● | ● | | 1 | | Andrew C. Teich* | 65 | 2014 | | | ● | ● | C | 1 | | Jugal Vijayvargiya* | 58 | 2023 | ● | ● | | | | 1 | | Stephan von Schuckmann | 51 | 2025 | | | | | | 0 | | Stephen M. Zide* | 66 | 2010 | | | C | | | 0 |

  3. Summary of Director Nominees

    | * Independent Director | C Committee Chair | ● Committee Member | | (1) As of April 29, 2026 | | | | (2) Number of other public company boards of which the director is currently a member. | | |

  4. Summary of Director Nominees

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

  5. Summary of Director Nominees

    | 5 New directors in the last five years | | 6 Current or former CEOs | 6.5 years Average Tenure | | | | 10 of 11 Independent | | | 62 Average age | 54% Gender or ethnically diverse | | |

  6. Summary of Director Nominees

    | | 2026 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 | • | | • | • | • | | • | • | • | • | • | | Sustainability Experience in overseeing sustainability and governance matters, including management of related 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

    | | 2026 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. Five of the eleven directors standing for election have joined the Board within the past five years. Following the election of our director nominees at the 2026 Annual Meeting, the Board will have eleven 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

    | | 2026 PROXY STATEMENT - PAGE 8 |

  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 sustainability matters, including management of sustainability 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 2025.

  17. Attendance at Board and Committee Meetings

    | | 2026 PROXY STATEMENT - PAGE 9 |

  18. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  19. DIRECTOR NOMINEES

    | | JOHN P. ABSMEIER | | | Independent Director Joined Board: 2019 Age: 51 Committees: • Innovation & Technology (Chair) |

  20. DIRECTOR NOMINEES

    Woven by Toyota, Inc. •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, Inc. the mobility technology subsidiary of Toyota Motor Corporation •Director (since 2023)

  24. United States Marine Corps

    | | DANIEL L. BLACK | | | Independent Director Joined Board: 2021 Age: 66 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 and banking expertise, investing, financial and capital allocation skills, corporate governance, and executive management 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

    | | 2026 PROXY STATEMENT - PAGE 10 |

  29. Dartmouth College Board of Trustees

    | | LORRAINE A. BOLSINGER | | | Independent Director Joined Board: 2020 Age: 66 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 and Risk 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: 55 Committees: • Nominating & Corporate Governance • Innovation & Technology |

  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) Ouster, Inc.

  39. Sleep Number Corporation

    | | 2026 PROXY STATEMENT - PAGE 11 |

  40. Sleep Number Corporation

    | | LAURIE SCHUPMANN | | | Independent Director Age: 63 |

  41. Sleep Number Corporation

    PricewaterhouseCoopers (“PwC”) •Global Client Partner (1995-2023) •Managing Partner, Stamford, Connecticut (2009-2014) •Global Accounting Committee (2008-2010) •U.S. Innovation Network Leader (2007-2009) •Held various leadership roles, including serving as New York Metro Technology Sector Assurance Leader, Partner, Staff Role to US Firm Leadership Team, and Assurance Partner, Amsterdam, The Netherlands Skills and Qualifications: •More than 35 years of accounting and finance experience advising large, multinational organizations, particularly in the industrial products and technology sectors •Significant business strategy, risk management, governance and M&A experience gained over lengthy career with PwC •Global financial expertise and strategic insight from PwC service in Amsterdam, Europe and Asia Education: •Bachelor of Science, Business with an Accounting concentration, Kelley School of Business Indiana University Other Board Activities:

  42. Genuine Parts Company

    Genuine Parts Company •Director (since 2025) and serves on the Audit Committee

  43. Genuine Parts Company

    | | CONSTANCE E. SKIDMORE | | | Independent Director Joined Board: 2017 Age: 74 Committees: • Audit (Chair) • Compensation • Nominating & Corporate Governance |

  44. Genuine Parts Company

    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's 10-year strategy and driving the 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, governance, sustainability, and M&A 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:

  45. 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

  46. Comfort Systems USA

    | | 2026 PROXY STATEMENT - PAGE 12 |

  47. Comfort Systems USA

    | | MARTHA N. SULLIVAN | | | Independent Director Joined Board: 2013 Age: 69 Committees: • Finance • Innovation & Technology |

  48. Juniper II Corp

    Juniper II Corp

  49. Juniper II Corp

    | | 2026 PROXY STATEMENT - PAGE 13 |

  50. Juniper II Corp

    | | JUGAL VIJAYVARGIYA | | | Independent Director Joined Board: 2023 Age: 58 Committees: • Audit • Compensation |

  51. Materion Corporation

    Materion Corporation •President and 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:

  52. Materion Corporation

    Materion Corporation •Director (since 2017)

  53. Materion Corporation

    | | STEPHAN von SCHUCKMANN | | | Joined Board: 2025 Age: 51 |

  54. Materion Corporation

    Selected Experience:

  55. Sensata Technologies

    Sensata Technologies •Chief Executive Officer (since January 2025)

  56. ZF Group

    ZF Group •Member of the Management Board of ZF Friedrickshafen AG, ZF's Electric Mobility, Procurement, and Asia Pacific Region (2021 - 2024) •Executive Vice President and CEO, Powertrain Technology & Electric Mobility (2018 - 2021) •Senior Vice President and Chief Financial Officer, Powertrain Technology (2015 - 2018) •Vice President, Restructuring & Performance Improvement Program, Powertrain Technology ( 2015)

  57. Robert Bosch Automotive

    Robert Bosch Automotive •Vice President, Business Unit Aftermarket, Small Series & Military (2012 - 2015) •Managing Director & Plant Manager (2005 - 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

  58. Robert Bosch Automotive

    | | 2026 PROXY STATEMENT - PAGE 14 |

  59. Robert Bosch Automotive

    | | STEPHEN M. ZIDE | | | Independent Director Joined Board: 2010 Age: 66 Committees: • Finance (Chair) |

  60. Robert Bosch Automotive

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

  61. 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 2025. The compensation structure for non-executive directors currently includes:

  62. 2025 Non-Executive Director Compensation

    2025 Non-Executive Director Compensation The table below sets forth the total compensation paid to our non-executive directors in fiscal year 2025.

  63. 2025 Non-Executive Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | John Absmeier | $117,500 | $175,000 | $292,500 | | Daniel Black | $129,000 | $175,000 | $304,000 | | Lorraine Bolsinger | $133,500 | $175,000 | $308,500 | | John Mirshekari | $133,000 | $175,000 | $308,000 | | Constance Skidmore | $147,500 | $175,000 | $322,500 | | Steven Sonnenberg | $120,000 | $175,000 | $295,000 | | Martha Sullivan | $234,167 | $175,000 | $409,167 | | Andrew Teich | $289,000 | $175,000 | $464,000 | | Jugal Vijayvargiya | $124,000 | $175,000 | $299,000 | | Stephen Zide | $117,500 | $175,000 | $292,500 | | Phillip Eyler | $135,500 | $175,000 | $310,500 |

  64. 2025 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 2025 for the method of calculation and assumptions used.

  65. Incentive Compensation Performance Highlights

    Incentive Compensation Performance Highlights * Adjusted Operating Income and Margin for purposes of the Annual Incentive Bonus for 2025 excluded the impact of approximately $41 million of revenue and related costs related to tariffs passed through to customers. **Adjusted Free Cash Flow for purposes of the Annual Incentive Bonus for 2025 excluded the impact of an approximately $30 million related to recovery of prior period investments, and for 2024 and 2023 excluded approximately $7 million and $23 million, respectively, from impacts related to divestitures and/or acquisitions, including related retention costs deemed as compensation for U.S. GAAP purposes.

  66. 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 | | | • | Connect vesting of performance-based restricted stock units ("PRSUs") to the Company's rTSR performance and ROIC outcomes over the performance period | | | • | Administer plans to include three-year performance cycles on PRSUs and three-year ratable vesting schedules on time-based restricted stock units ("RSUs") | | Create performance accountability | • | Align performance targets under incentive programs with 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 |

  67. 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 |

  68. 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 | rTSR(2) (3 Years) ROIC(3) (3 Years) | | | | | • | Efficient deployment of capital to achieve growth strategy as well as improve ROIC and financial flexibility | |

  69. 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 2025 LTI program include time-based RSUs, which vest ratably across three years, and 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.

  70. Chief Executive Officer Transition

    Chief Executive Officer Transition In December 2024, the Board appointed Stephan von Schuckmann as Chief Executive Officer, effective January 1, 2025, succeeding interim CEO Martha Sullivan. Mr. von Schuckmann brings deep industry experience and a proven record of strategic leadership, positioning Sensata for its next phase of growth and value creation. His compensation arrangements include: (i) $1,117,000 annual base salary; (ii) 125% target annual cash incentive bonus; (iii) $6,500,000 sign-on equity award granted in accordance with the terms and conditions of the 2025 long-term incentive program; (iv) $1,000,000 buy-out equity award granted in accordance with the terms and conditions of the 2025 long-term incentive program; (v) $150,000 cash sign-on bonus; and (vi) €1,267,000 cash replacement payment to compensate for forfeited cash incentive payments.

  71. Chief Financial Officer Transition

    Chief Financial Officer Transition In May 2025, Brian Roberts, Executive Vice President, Chief Financial Officer, notified the Company of his decision to resign effective May 15, 2025, and he remained with the Company through May 31, 2025, to assist with the transition. The Company appointed Andrew Lynch as Interim Chief Financial Officer, effective May 16, 2025. On July 21, 2025, Mr. Lynch was promoted to Executive Vice President, Chief Financial Officer, reflecting confidence in his leadership and financial expertise. His compensation arrangements include: (i) $540,000 annual base salary; (ii) 100% target annual cash incentive bonus; and (iii) $600,000 equity award granted in accordance with the terms and conditions of the 2025 long-term incentive program. 1 See "Proxy Summary - Leadership Changes" for a complete summary of executive leadership changes during 2025 and early 2026.

  72. Chief Growth and Transformation Officer Appointment

    Chief Growth and Transformation Officer Appointment In September 2025, Patrick Hertzke joined the Company as Executive Vice President, Chief Growth and Transformation Officer. This newly created role underscores Sensata’s continued focus on strategic growth initiatives and enterprise‑wide transformation activities. His compensation arrangements include: (i) $600,000 annual base salary; (ii) 100% target annual cash incentive bonus; (iii) $900,000 equity award granted in accordance with the terms and conditions of the 2025 long-term incentive program; (iv) $600,000 RSU equity grant; and (v) $600,000 cash sign-on bonus.

  73. Chief Technology Officer Departure

    Chief Technology Officer Departure In December 2025, the Company announced the planned departure of George Verras, Executive Vice President, Chief Technology Officer, effective December 31, 2025. Under the terms of his Separation Agreement, Mr. Verras received severance benefits in accordance with the Company’s Severance and Change in Control Plan, including: (i) 12 months of base salary ($600,000); (ii) an amount equal to 100% of his average bonus for calendar years 2024 and 2025, payable in installments during the severance period; and (iii) a lump‑sum payment for the 2025 annual incentive bonus.

  74. Pay Mix

    | Base Salary | Target Bonus | PRSUs | RSUs |

  75. Base Salary

    Base Salary The base salary for our NEOs 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 are based on a holistic assessment that includes individual performance (based on achievement of predetermined goals and objectives), market position of the individual’s current base salary relative to our desired market positioning, our historical pay practices for the role, the affordability of any increase, and internal pay equity. The Compensation Committee may also adjust base salary when an executive's responsibilities expand or the scope of the role increases. For 2025, Mr. Roberts received a 19.2% base salary increase, which reflected his tenure and contributions during the CEO transition while aligned with market competitiveness. The following table provides information concerning the base salaries of our NEOs as of the end of our 2024 and 2025 fiscal years:

  76. 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, 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 2025, target Annual Incentive Bonus percentages were established at the levels listed below, which are consistent with 2024 levels with the exception of Messrs. von Schuckmann, Lynch, and Hertzke who were not NEOs in 2024.

  77. Annual Incentive Bonus

    | Named Executive Officer | 2025 Annual Incentive Bonus Target (as a % of base salary) | | Stephan von Schuckmann | 125% | | Andrew C. Lynch | 100% | | Brian K. Roberts | 100% | | Lynne J. Caljouw | 100% | | Patrick N. Hertzke | 100% | | George Verras | 100% |

  78. Annual Incentive Bonus

    The Annual Incentive Bonus components for 2025 was consistent with 2024 and consisted of Adjusted Operating Income Margin and Adjusted Free Cash Flow. Annual Incentive Bonus payouts are calculated as follows:

  79. Annual Incentive Bonus

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

  80. Annual Incentive Bonus

    | | 2026 PROXY STATEMENT - PAGE 35 |

  81. 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 2025. 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 2025 Target for Adjusted Operating Income Margin was set at 19.2%, which aligned with the Company's internal annual plan and represents a 20-basis point improvement compared to the Company's 2024 Adjusted Operating Income Margin performance. To address overall funding considerations, the payout at Target performance was reduced from 100% in 2024 to 75% in 2025. The table below sets forth the targets as they were approved for the Annual Incentive Bonus.

  82. Adjusted Operating Income Margin

    | | Adjusted Operating Income Margin Goal | Percentage of Target Payout (50% of Total Bonus) | | Threshold | 19.00% | 25% | | Hurdle | 19.10% | 50% | | Target | 19.20% | 75% | | Hurdle | 19.50% | 100% | | Max | 20.50% | 200% |

  83. Adjusted Free Cash Flow

    | | Adjusted Free Cash Flow Goal (in Millions) | Percentage of Target Payout (50% of Total Bonus) | | Threshold | $325.0 | 25% | | Hurdle | $360.0 | 50% | | Target | $380.0 | 75% | | Hurdle | $400.0 | 100% | | Max | $560.0 | 200% |

  84. 2025 Annual Incentive Bonus Results

    2025 Annual Incentive Bonus Results The table below shows the actual bonus results for those NEOs eligible to receive the 2025 Annual Incentive Bonus based on Company performance:

  85. 2025 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 | 2025 Annual Incentive Bonus Payout as a % of Target | | Stephan von Schuckmann | 125% | $1,396,250 | 78% | 138% | $1,507,950 | 108% | | Andrew C. Lynch | 100% | $540,000 | 78% | 138% | $583,200 | 108% | | Brian K. Roberts(1) | 100% | $600,000 | —% | —% | $0 | —% | | Lynne J. Caljouw | 100% | $600,000 | 78% | 138% | $648,000 | 108% | | Patrick N. Hertzke | 100% | $600,000 | 78% | 138% | $648,000 | 108% | | George Verras(2) | 100% | $600,000 | 78% | 138% | $648,000 | 108% |

  86. 2025 Annual Incentive Bonus Results

    (1) Mr. Roberts did not receive an Annual Incentive Bonus payout for 2025 due to his departure from the Company. (2) Mr. Verras received an Annual Incentive Bonus payout for 2025 based on the terms of his Separation Agreement.

  87. 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 2025 NEO grants were awarded under the Company's 2021 Equity Incentive Plan (the "2021 Equity Incentive Plan").

  88. 2025 Long-Term Incentive Program

    2025 Long-Term Incentive Program Our 2025 LTI program 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, a $1,250,000 increase for Mr. Roberts, and set the initial LTI Award for Messrs. von Schuckmann, Lynch, and Hertzke. The grant total date values of 2025 LTI awards were as follows:

  89. 2025 Long-Term Incentive Program

    | Named Executive Officer | 2025 LTI Annual Grant Amount(1) | | Stephan von Schuckmann(2) | $7,500,000 | | Andrew C. Lynch(3) | $975,000 | | Brian K. Roberts(4) | $2,750,000 | | Lynne J. Caljouw(5) | $1,100,000 | | Patrick N. Hertzke(6) | $900,000 | | George Verras(5) | $1,100,000 |

  90. 2025 Long-Term Incentive Program

    | (1) Each annual grant under the LTI program is determined by taking the annual grant amount and dividing it by the closing price of an Ordinary Share as reported on the NYSE on the grant date, which amount is then rounded up to the next whole unit. | | (2) Mr. von Schuckmann's 2025 RSU award was granted on January 1, 2025 with a fair market value of $27.40 (per unit) and 2025 PRSU award was granted on April 1, 2025 with a fair market value of $27.40 (per unit). For purposes of determining the number of PRSUs granted, the Company used the January 1, 2025 fair market value in accordance with the terms and conditions of his employment agreements. | | (3) Mr. Lynch was granted a $375,000 2025 LTI award on April 1, 2025 with a fair market value of $24.23 (per unit) and an additional $600,000 2025 LTI award on July 21, 2025 with a fair market value of $31.38 (per unit) upon his promotion to Executive Vice President, CFO. | | (4) Mr. Robert's 2025 LTI awards were subsequently forfeited upon his departure from the Company on May 31, 2025. | | (5) Ms. Caljouw's and Mr. Verras' 2025 LTI awards were granted on April 1, 2025 with a fair market value of $24.23 (per unit). | | (6) Mr. Hertzke's 2025 LTI awards were granted on September 2, 2025 with a fair market value of $31.99 (per unit). |

  91. 2025 Long-Term Incentive Program

    | | 2026 PROXY STATEMENT - PAGE 37 |

  92. Restricted Stock Units

    Restricted Stock Units 2025 LTI RSUs were granted on the dates and with the fair market values as set forth in the 2025 LTI Program table above. All RSUs are subject to ratable vesting of one-third on the annual anniversary of the grant date for three years.

  93. Performance-based Restricted Stock Units

    Performance-based Restricted Stock Units 2025 LTI PRSUs were granted on the dates and with the fair market values as set forth in the 2025 LTI Program table above.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 rTSR performance and ROIC for the 2025 through 2027 performance period. rTSR performance means the Company’s TSR performance when ranked among the TSR of a peer group, as set forth below, during the 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. rTSR 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. The tables below illustrate how the ultimate payout of the 2025 PRSUs is calculated:

  94. Performance-based Restricted Stock Units

    | | 2025 PRSUs | | | | | | rTSR - 50% of PRSUs Awarded | | ROIC - 50% of PRSUs Awarded | | | | rTSR Performance | Vested Units* | ROIC Performance | Vested Units* | | Threshold | 25th %tile | 50% | 9.0% | 50% | | Target | 50th %tile | 100% | 10.5% | 100% | | Maximum | 75th %tile | 150% | 12.0% | 150% |

  95. Performance-based Restricted Stock Units

    * The vested units percentage for each performance period will be interpolated on a straight-line basis provided the Threshold is met. We believe this approach to compare annual rTSR 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 rTSR 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 2025, the Compensation Committee adjusted the rTSR peer group to consist of six automotive peers and six industrial peers that the Committee determined were appropriately aligned with the Company based on market capitalization and/or revenue. These changes included (i) the removal of American Axle & Manufacturing, AMETEK, Inc., Amphenol Corporation, Aptiv plc, Autoliv Inc., Dana Incorporated, and Melexis SA, and (ii) the addition of Adient plc, Donaldson Company, Inc., and Cognex Corporation. The 2025 rTSR peer group consisted of the following companies:

  96. Performance-based Restricted Stock Units

    | Adient plc. | BorgWarner, Inc. | Cognex Incorporated | | Donaldson Company | Gentex Corporation | Gentherm Incorporated | | Lear Corporation | Littelfuse, Inc. | Regal Rexnord Corporation | | Stoneridge, Inc. | TE Connectivity Ltd | Visteon Corporation |

  97. Performance-based Restricted Stock Units

    2 The number of PRSUs granted in accordance with the 2025 LTI program 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.

  98. Performance-based Restricted Stock Units

    | | 2026 PROXY STATEMENT - PAGE 38 |

  99. Previously Granted PRSUs

    Previously Granted PRSUs For PRSUs granted in 2023 and 2024, at the end of each year in the performance period, the award agreement provided 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 rTSR 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.

  100. 2023 PRSUs (2023 - 2025)

    2023 PRSUs (2023 - 2025) The Company granted PRSUs to the then-NEOs on April 1, 2023, which were subject to cliff vesting on the third anniversary of the grant date. The number of PRSUs that ultimately vested was subject to the Company's rTSR performance when ranked among the rTSR performance of a peer group and ROIC performance. Based on the achievement in 2025, 98% of the 2023 PRSUs banked for 2025 performance. The 3-Year CAGR Modifier is not applicable to the 2023 PRSUs, because 3-Year CAGR rTSR performance did not exceed the 50th percentile for the peer group. Based on the performance during the performance period, 75% of the 2023 PRSUs vested on April 1, 2026 based on the average of the banked amounts for each performance year as set forth below:

  101. 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. Certain 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 2025. 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. 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. 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.

  102. Retirement, Severance and Other Benefits

    | | 2026 PROXY STATEMENT - PAGE 40 |

  103. Compensation Benchmarking and Survey Data

    Compensation Benchmarking and Survey Data As part of establishing the total compensation packages for our NEOs for 2025, 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 2024 and included no changes from the previous year. As such, the 2025 peer group consisted of the following companies:

  104. 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. | |

  105. 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

  106. Compensation Benchmarking and Survey Data

    | | 2026 PROXY STATEMENT - PAGE 42 |

  107. Compensation Benchmarking and Survey Data

    presented a report to the Compensation Committee summarizing comparisons of our NEO compensation to that of comparable executives within the 2025 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.

  108. 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 respective employment agreement). 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.

  109. 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 requirements 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.

  110. 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, 2025, 2024, and 2023 of (i) our CEOs, (ii) our CFO, and (iii) the three other persons serving as executive officers at the end of fiscal 2025 who were the most highly compensated executive officers of the Company in fiscal 2025. These six officers are referred to as the NEOs in this proxy statement.

  111. 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 ($) | All Other Compensation ($)(5) | Total ($) | | Stephan von Schuckmann, Chief Executive Officer | 2025 | 1,167,974 | 1,658,905 | 7,367,555 | 1,507,950 | — | 885,281 | 12,587,665 | | Andrew C. Lynch EVP, Chief Financial Officer | 2025 | 462,047 | — | 958,409 | 583,200 | — | 14,447 | 2,018,103 | | Brian K. Roberts Former EVP, Chief Financial Officer | 2025 | 269,167 | 500,000 | 2,794,041 | — | — | 14,686 | 3,577,894 | | | 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 | 2025 | 600,000 | 500,000 | 1,117,646 | 648,000 | — | 24,017 | 2,889,663 | | | 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 | | Patrick N. Hertzke EVP, Chief Growth & Transformation Officer | 2025 | 197,727 | 600,000 | 1,450,913 | 213,041 | — | 7,203 | 2,468,884 | | George Verras EVP, Chief Technology Officer | 2025 | 600,000 | — | 1,117,646 | 648,000 | — | 27,967 | 2,393,613 | | | 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 |

  112. 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 $172,334 paid as a sign-on bonus and $1,486,571 paid as a short-term award buy out in 2025 to Mr. von Schuckmann in connection with his hiring as USD converted from Euro using 1.733 as a conversion rate and amount paid to Mr. Hertzke reflects the cash sign-on bonus paid in connection with his hiring. 2024 amounts reflect bonuses paid to Mr. Roberts and Ms. Caljouw in connection with the CEO transition. 2023 amount paid to Mr. Roberts reflects the cash sign-on bonus paid in connection with his hiring. | | (3) Represents the aggregate grant date fair value of RSUs and PRSUs granted in the years ended December 31, 2025, 2024, and 2023 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, 2025 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 150% for the 2023, 2024, and 2025 awards. The maximum value of PRSUs are as follows: Mr. von Schuckmann - $5,988,799, Mr. Lynch - $768,167, Mr. Roberts - $2,334,776, Ms. Caljouw - $933,940, Mr. Hertzke - $668,825, and Mr. Verras - $933,940. The number of PRSUs and RSUs granted to each NEO during 2025 is detailed in the Grants of Plan Based Awards Table. Mr. Roberts' 2025 equity awards were forfeited upon his termination on May 31, 2025. Mr. Verras' 2025 awards were forfeited upon his termination on December 31, 2025. | | (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) 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. |

  113. Summary Compensation Table

    | | 2026 PROXY STATEMENT - PAGE 45 |

  114. Summary Compensation Table

    | Name | Fiscal Year | Financial Counseling ($)(1) | Insurance Premium Contributions ($)(2) | Matching Contributions to 401(k) Plan ($) | Relocation ($) (3) | All Other Payments ($) | Total ($) | | Stephan von Schuckmann | 2025 | — | 2,456 | 14,000 | 868,825 | — | 885,281 | | Andrew C. Lynch | 2025 | — | 447 | 14,000 | — | — | 14,447 | | Brian K. Roberts | 2025 | — | 686 | 14,000 | — | — | 14,686 | | Lynne J. Caljouw | 2025 | 8,499 | 1,518 | 14,000 | — | — | 24,017 | | Patrick N. Hertzke | 2025 | — | 193 | 7,000 | — | — | 7,193 | | George Verras | 2025 | 12,449 | 1,518 | 14,000 | — | — | 27,967 |

  115. 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 payments made by the Company in connection with Mr. von Schuckmann's relocation from Germany to the US. |

  116. Summary Compensation Table

    | | 2026 PROXY STATEMENT - PAGE 46 |

  117. 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 2025.

  118. 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 (#) | | | | Stephan von Schuckmann | N/A | 174,531 | 1,396,250 | 2,792,500 | | | | | | | | 1/1/2025 | | | | | | | 106,752 | 2,925,005 | | | 1/1/2025 | | | | | | | 16,424 | 450,018 | | | 4/1/2025(8) | | | | 32,619 | 130,475 | 195,713 | | 3,460,197 | | | 4/1/2025(8) | | | | 5,018 | 20,073 | 30,110 | | 532,336 | | Andrew C. Lynch | N/A | 67,500 | 540,000 | 1,080,000 | | | | | | | | 4/1/2025 | | | | 2,128 | 8,513 | 12,770 | | 212,272 | | | 4/1/2025 | | | | | | | 310 | 7,511 | | | 4/1/2025 | | | | | | | 6,965 | 168,762 | | | 7/21/2025 | | | | 2,629 | 10,517 | 15,776 | | 299,840 | | | 7/21/2025 | | | | | | | 8,605 | 270,025 | | Brian K. Roberts | N/A | 89,375 | 715,000 | 1,430,000 | | | | | | | | 4/1/2025(9) | | | | 15,606 | 62,423 | 93,635 | | 1,556,518 | | | 4/1/2025(9) | | | | | | | 51,074 | 1,237,523 | | Lynne J. Caljouw | N/A | 75,000 | 600,000 | 1,200,000 | | | | | | | | 4/1/2025 | | | | 6,243 | 24,970 | 37,455 | | 622,627 | | | 4/1/2025 | | | | | | | 20,430 | 495,019 | | Patrick N. Hertzke | N/A | 75,000 | 600,000 | 1,200,000 | | | | | | | | 9/2/2025 | | | | 3,869 | 15,474 | 23,211 | | 445,883 | | | 9/2/2025 | | | | | | | 12,661 | 405,025 | | | 9/2/2025 | | | | | | | 18,756 | 600,004 | | George Verras | N/A | 75,000 | 600,000 | 1,200,000 | | | | | | | | 4/1/2025(9) | | | | 6,243 | 24,970 | 37,455 | | 622,627 | | | 4/1/2025(9) | | | | | | | 20,430 | 495,019 |

  119. 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 2025 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 - 2025 LTI Program - PRSUs". | | (3) Threshold amounts were determined based on 12.5% of the 2025 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 2025 annual base salary for each NEO. | | (5) The maximum payment amount under our annual incentive bonus program for 2025 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, 2025 for the method of calculation and assumptions used. | | (8) Mr. von Schuckmann's sign-on PRSU awards were granted after the adoption of the 2025 PRSU design in accordance with the terms of his respective employment agreements. | | (9) Mr. Roberts' and Mr. Verras' April 1, 2025 equity awards were forfeited upon their terminations from the Company. |

  120. Grants of Plan Based Awards Table

    | | 2026 PROXY STATEMENT - PAGE 47 |

  121. 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, 2025.

  122. 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 ($) | | Stephan von Schuckmann | 1/1/2025 | — | $— | | 123,176 | 4,100,529 | — | — | | | 4/1/2025 | — | $— | | — | — | 150,548 | 5,011,743 | | Andrew C. Lynch | 4/1/2023 | — | $— | | 899 | 29,928 | 3,299 | 109,824 | | | 7/1/2023 | — | $— | | 500 | 16,645 | 1,834 | 61,054 | | | 4/1/2024 | — | $— | | 3,702 | 123,240 | 6,789 | 226,006 | | | 4/1/2025 | — | $— | | 7,275 | 242,185 | 8,513 | 283,398 | | | 7/21/2025 | — | $— | | 8,605 | 286,460 | 10,517 | 350,111 | | Brian K. Roberts(6) | 11/7/2023 | — | $— | | — | — | — | — | | | 4/1/2024 | — | $— | | — | — | — | — | | | 4/1/2025 | — | $— | | — | — | — | — | | 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 | — | — | — | — | | | 4/1/2023 | — | $— | | 2,699 | 89,850 | 9,897 | 329,471 | | | 4/1/2024 | — | $— | | 8,228 | 273,910 | 15,086 | 502,213 | | | 4/1/2025 | — | $— | | 20,430 | 680,115 | 24,970 | 831,251 | | Patrick N. Hertzke | 9/2/2025 | — | $— | | 31,417 | 1,045,872 | 15,474 | 515,129 | | 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 | — | — | — | — | | | 4/1/2023 | — | $— | | 2,699 | 89,850 | 9,897 | 329,471 | | | 4/1/2024 | — | $— | | 8,228 | 273,910 | 15,086 | 502,213 | | | 4/1/2025 | — | $— | | 20,430 | 680,115 | 24,970 | 831,251 |

  123. 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, 2025 are as follows: |

  124. Outstanding Equity Awards at Year End Table

    | | 2026 PROXY STATEMENT - PAGE 48 |

  125. Outstanding Equity Awards at Year End Table

    | Date of Grant | Type of Award | Vesting Schedule | | 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, 2023 | PRSUs | April 1, 2026 based upon satisfaction of rTSR and ROIC | | April 1, 2023 | RSUs | 1/3 on April 1, 2024, 2025, and 2026 | | July 1, 2023 | PRSUs | July 1, 2026 based upon satisfaction of rTSR and ROIC | | July 1, 2023 | RSUs | 1/3 on July 1, 2024, 2025, and 2026 | | April 1, 2024 | PRSUs | April 1, 2027 based upon satisfaction of rTSR and ROIC | | April 1, 2024 | RSUs | 1/3 on April 1, 2025, 2026, and 2027 | | January 1, 2025 | RSUs | 1/3 on January 1, 2026, 2027, and 2028 | | April 1, 2025 | PRSUs | April 1, 2028 based upon satisfaction of rTSR and ROIC | | April 1, 2025 | RSUs | 1/3 on April 1, 2026, 2027, and 2028 | | July 21, 2025 | PRSUs | July 21, 2028 based upon satisfaction of rTSR and ROIC | | July 21, 2025 | RSUs | 1/3 on July 21, 2026, 2027, and 2028 | | September 2, 2025 | PRSUs | September 2, 2028 based upon satisfaction of rTSR and ROIC | | September 2, 2025 | RSUs | 1/3 on September 2, 2026, 2027, and 2028 |

  126. 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. Roberts' equity awards are not shown as they were forfeited upon his termination on May 31, 2025. |

  127. 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 2025 for each NEO.

  128. 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) | | Stephan von Schuckerman | — | — | — | — | | Andrew C. Lynch | — | — | 5,152 | 128,258 | | Brian K. Roberts | — | — | 6,172 | 149,548 | | Lynne J. Caljouw | — | — | 30,714 | 885,312 | | Patrick N. Hertzke | — | — | — | — | | George Verras | — | — | 51,761 | 1,585,966 |

  129. 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. |

  130. 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 as of December 31, 2025.

  131. Pension Benefits

    Pension Benefits None of our NEOs participate in pension benefits maintained by the Company as of December 31, 2025.

  132. Pension Benefits

    | | 2026 PROXY STATEMENT - PAGE 49 |

  133. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  134. 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, 2025. Mr. Verras received the amount for Termination Without Cause following his involuntary termination from the Company. Potential payments to Mr. Roberts are not included in the table as he terminated his employment with Sensata prior to December 31, 2025.

  135. Potential Payments Upon Termination or Change in Control Table

    | | 2026 PROXY STATEMENT - PAGE 51 |

  136. 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) | | Stephan von Schuckmann | Base Salary | — | — | 2,234,000 | 2,234,000 | | | Bonus | — | — | 1,396,250 | 1,396,250 | | | Outstanding Equity | 9,112,272 | — | 1,366,854 | 9,112,272 | | | Health & Welfare Benefits | — | — | 52,767 | 52,767 | | | Total | 9,112,272 | — | 5,049,871 | 12,795,289 | | Andrew C. Lynch | Base Salary(1) | — | — | 540,000 | 1,080,000 | | | Bonus(1) | — | — | 345,225 | 690,450 | | | Outstanding Equity(2) | 1,667,452 | — | 288,990 | 1,728,850 | | | Health & Welfare Benefits | — | — | 8,460 | 16,920 | | | Total | 1,667,452 | — | 1,182,675 | 3,516,220 | | Brian K. Roberts | Base Salary(1) | — | — | — | — | | | Bonus(1) | — | — | — | — | | | Outstanding Equity(2) | — | — | — | — | | | Health & Welfare Benefits | — | — | — | — | | | Total | 0 | — | 0 | 0 | | Lynne J. Caljouw | Base Salary(1) | — | — | 600,000 | 1,200,000 | | | Bonus(1) | — | — | 474,000 | 948,000 | | | Outstanding Equity(2) | 2,606,028 | — | 782,981 | 2,706,810 | | | Health & Welfare Benefits | — | — | 26,496 | 52,991 | | | Total | 2,606,028 | — | 1,883,477 | 4,907,801 | | Patrick N. Hertzke | Base Salary(1) | — | — | 600,000 | 1,200,000 | | | Bonus(1) | — | — | 600,000 | 1,200,000 | | | Outstanding Equity(2) | 1,561,001 | — | — | 1,561,001 | | | Health & Welfare Benefits | — | — | 26,206 | 52,412 | | | Total | 1,561,001 | — | 1,226,206 | 4,013,413 | | George Verras (8) | Base Salary(1) | — | — | 600,000 | 1,200,000 | | | Bonus(1) | — | — | 474,000 | 948,000 | | | Outstanding Equity(2) | 2,606,028 | — | 782,981 | 2,706,810 | | | Health & Welfare Benefits | — | — | 16,130 | 32,260 | | | Total | 2,606,028 | — | 1,873,111 | 4,887,070 |

  137. Potential Payments Upon Termination or Change in Control Table

    | (1) 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. For Mr. Hertzke Bonus amount reflects 2025 target bonus since he has not yet earned two annual bonuses. | | (2) The amounts presented are the value that would be earned assuming current performance as of December 31, 2025 and based on the closing market price of the common stock on December 31, 2025 of $33.29. | | (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 of the NEO's termination date shall vest on the termination date at the sum of the banked amounts for those performance year(s) completed (if any) plus target for the uncompleted performance year(s), (ii) unvested RSUs that otherwise would have vested within six months of the NEO's termination date shall vest in full on the termination date, and (iii) unvested options that would have vested within six months of the NEO's termination date shall vest in full on the termination date. | | (6) For the purposes of this calculation, all PRSUs are assumed to vest at target. | | (7) A change in control, without a termination of employment, will not trigger any severance payments. Any payments or equity due under the terms of the Company's equity incentive plans upon a change in control and subsequent termination of employment without cause or resignation for good reason (as defined in the relevant employment agreement), are included in the "Termination Without Cause or Resignation for Good Reason After Change in Control" column of this table. Refer to "Change in Control" above for definitions of change in control. All executive agreements contain customary non-compete and non-solicit agreements which are triggered upon a termination due to a change in control." |

  138. Potential Payments Upon Termination or Change in Control Table

    | | 2026 PROXY STATEMENT - PAGE 52 |

  139. 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, we identified the median employee by examining the 2025 total cash compensation for all employees, excluding our CEO, who were employed by the Company on December 31, 2025, utilizing payroll data. The employee identified at the median using 2025 total cash compensation was located in our Tijuana, Mexico manufacturing facility in a full-time hourly role. As of the end of 2025 and 2024, the Company had approximately 16,700 and 19,000, employees, respectively. Consistent with previous years, our manufacturing and direct labor employees represent approximately 65% 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. For fiscal 2025, the median employee's annual compensation was $17,934, calculated using the same methodology used to calculate NEO compensation as set forth in the 2025 Summary Compensation Table on page 45. As illustrated in the table below, we reasonably estimate that our 2025 CEO to median employee total pay ratio was 702:1.

  140. CEO Pay Ratio Discussion

    | CEO Pay | $12,587,665 | | Median Employee Pay | 17,934 | | CEO Pay to Median Employee Pay Ratio | 702:1 |

  141. 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.

  142. 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 2025, incentive compensation represented 89% of total direct compensation for Mr. von Schuckmann, respectively, and on average, 75% 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 2025, the Non-PEO NEOs are Mr. Lynch, Mr. Roberts, Ms. Caljouw, Mr. Hertzke, and Mr. Verras. 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.

  143. 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 - rTSR (5) | | 2025 | $12,587,665 | $14,821,501 | | | $2,669,631(6) | $1,893,402 | $123.53 | $117.70 | $31.30 | 59th | | 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 |

  144. Pay Versus Performance

    (1) The PEO Summary Compensation Table to compensation actually paid reconciliation for Mr. von Schuckmann in 2025 is summarized in the following table:

  145. Pay Versus Performance

    | PEO Compensation Actually Paid (von Schuckmann / Cote) | | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table - Total Compensation | | $12,587,665 | $5,572,604 | $6,800,820 | $6,829,092 | $6,798,263 | | – | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(7,367,555) | $(5,197,473) | $(5,768,757) | $(5,060,044) | $(4,600,088) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | $9,601,391 | $— | $3,896,152 | $4,033,224 | $4,798,794 | | + | 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 | | + | 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 | | – | 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) | | = | CEO Compensation Actually Paid (a) | $14,821,501 | $(3,372,453) | $5,215,291 | $825,999 | $8,393,497 |

  146. 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:

  147. Pay Versus Performance

    | | 2026 PROXY STATEMENT - PAGE 54 |

  148. Pay Versus Performance

    | PEO Compensation Actually Paid | | 2024 | | Summary Compensation Table - Total Compensation | | $7,668,975 | | – | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(6,000,015) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | $1,405,492 | | + | 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 | $— | | + | 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 | $— | | – | Fair Value at Fiscal Year-End of Forfeited Equity Awards that Failed to Meet Vesting Conditions in the year | $— | | + | Change in Actuarial Present Value of Pension Plan | $— | | = | CEO Compensation Actually Paid (a) | $6,741,940 |

  149. 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:

  150. Pay Versus Performance

    | Non-PEO Compensation Actually Paid | | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table - Total Compensation | | $2,669,631 | $3,316,903 | $1,390,317 | $1,871,210 | $2,087,346 | | – | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(1,487,731) | $(2,169,153) | $(848,121) | $(1,012,565) | $(1,062,548) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | $1,149,396 | $1,358,710 | $602,131 | $807,088 | $1,108,446 | | + | Fair Value of Equity Awards Granted and Vested in Fiscal Year | $— | $444,602 | $— | $— | $— | | + | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $130,075 | $(180,049) | $(51,472) | $(828,159) | $433,791 | | + | 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 | $45,928 | $(10,984) | $156,452 | $67,824 | $106,112 | | – | Fair Value at Fiscal Year-End of Forfeited Equity Awards that Failed to Meet Vesting Conditions in the year | $(613,897) | $(40,726) | $(74,442) | $(402,832) | $(221,769) | | + | Change in Actuarial Present Value of Pension Plan | $— | $— | $— | $— | $— | | = | Non-PEO Compensation Actually Paid (a) | $1,893,402 | $2,719,303 | $1,174,865 | $502,566 | $2,451,378 |

  151. Pay Versus Performance

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

  152. Pay Versus Performance

    | (4) The peer group used for calculating Peer Group Total Shareholder Return is the S&P 500 Industrial Index. | | (5) rTSR is the Company's annual TSR performance relative to the following peer group: Adient, BorgWarner, Cognex, Donaldson, Gentex, Gentherm, Lear, Littlefuse, RegalRexnord, Stoneridge, TE Connectivity, and Visteon. | | (6) The average CAP for 2025 comprised compensation for Messrs. Lynch, Roberts, Hertzke, and Verras and Ms. Caljouw | | (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. |

  153. 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.

  154. Pay Versus Performance

    | | 2026 PROXY STATEMENT - PAGE 55 |

  155. Pay Versus Performance Relationship Disclosure

    Pay Versus Performance Relationship Disclosure

  156. Audit Committee Report

    | PROPOSAL 5: 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). |

  157. 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 Laurie Schupmann Constance E. Skidmore Martha N. Sullivan Andrew C. Teich Jugal Vijayvargiya Stephan von Schuckmann Stephen M. Zide

  158. Proposal 5: Ordinary Resolution on Directors' Compensation Report

    Proposal 5: Ordinary 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, 2025, be and hereby is, approved.

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

    | APPENDIX A DIRECTORS' COMPENSATION REPORT |

  160. 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, 2025. This Appendix A and the Compensation Discussion and Analysis section of this proxy statement have been prepared in accordance with §420(1) of the Companies Act 2006 and Schedule 8 of the Large & Medium-sized Companies (Report & Accounts).

  161. Pension Benefits

    Pension Benefits There were no payments for pension benefits for the year ended December 31, 2025.

  162. Pension Benefits

    | | APPENDIX A - PAGE 5 |

  163. Option Exercises During 2025

    Option Exercises During 2025 There were no option exercises by Directors for the year ended December 31, 2025.

  164. Option Exercises During 2025

    | | APPENDIX A - PAGE 6 |

  165. 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.

  166. Percentage Change Comparisons: Directors' Compensation Versus Employees

    | | 2025 v 2024 | | | 2024 v 2023 | | | 2023 v 2022 | | | 2022 v 2021 | | | 2021 v 2020 | | | | Percentage Change for: | a | b | c | a | b | c | a | b | c | a | b | c | a | b | c | | Employees | 6% | 5% | 4% | (1)% | 5% | 4% | 10% | (21)% | 13% | 5% | (13)% | 12% | 8% | 25% | 14% | | Stephan von Schuckmann(1) | 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 Absmeier | (1)% | (27)% | n/a | 7% | 355% | n/a | 11% | (17)% | n/a | —% | 32% | n/a | 17% | 124% | n/a | | Daniel Black | —% | 120% | n/a | 8% | —% | n/a | 10% | 204% | n/a | 1% | 485% | n/a | —% | —% | n/a | | Lorraine Bolsinger | (1)% | 19% | n/a | 6% | (62)% | n/a | 21% | —% | n/a | 7% | —% | n/a | 1% | —% | n/a | | Phillip Eyler(2) | 142% | 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) | 38% | 479% | 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 | —% | 85% | n/a | 9% | 81% | n/a | 11% | —% | n/a | 2% | (100)% | n/a | 16% | (31)% | n/a | | Steven Sonnenberg | —% | 22% | n/a | 11% | 104% | n/a | 11% | 114% | n/a | 1% | (10)% | n/a | 1% | —% | n/a | | Martha Sullivan(3) | (69)% | (70)% | (100)% | 592% | 296% | n/a | 13% | 3030% | n/a | 33% | —% | n/a | (55)% | (100)% | n/a | | Andrew Teich | 7% | —% | n/a | 4% | 239% | n/a | 5% | —% | n/a | 1% | (100)% | n/a | 15% | (38)% | n/a | | Jugal Vijayvargiya(4) | 1% | 17% | n/a | 111% | 470% | n/a | n/a | —% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Stephen Zide | —% | 196% | n/a | 10% | 12% | n/a | 12% | —% | n/a | —% | (100)% | n/a | 3% | 48% | n/a | | (1) Mr. von Schuckmann was appointed CEO on January 1, 2025, and therefore, year-over-year compensation to 2024 is not available. | | | | | | | | | | | | | | | | | (2) Messrs. Eyler and Mirshekari were appointed to the Board in 2024, and therefore, year-over-year comparison to 2023 is not available. | | | | | | | | | | | | | | | | | (3) 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. She returned to her Board position on December 31, 2024. Her 2025 compensation reflects fees, and benefits for her Board service. | | | | | | | | | | | | | | | | | (4) Mr. Vijayvargiya was appointed to the Board in 2023, and therefore, year-over-year comparison to 2022 is not available. | | | | | | | | | | | | | | | |

  167. CEO Pay Ratio Discussion

    CEO Pay Ratio Discussion

  168. CEO Pay Ratio Discussion

    | Year | Method | 25th Percentile Pay Ratio | Median Pay Ratio | 75th Percentile Pay Ratio | | 2025 | Option A | 185:1 | 142:1 | 105:1 | | 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 |

  169. 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 $8,270,744 is disclosed on page A-2 of this report. Total remuneration for all our UK full-time equivalent employees on December 31, 2025 have been calculated consistently with the single figure methodology and reflects their actual earnings received in 2025 (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. 2025 base salary and total pay and benefits for each of the percentiles are shown in the table below:

  170. CEO Pay Ratio Discussion

    | | 25th Percentile | Median | 75th Percentile | | Salary component | $42,672 | $53,548 | $72,476 | | Total pay and benefits | $44,644 | $58,371 | $78,714 |

  171. 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.

  172. CEO Pay Ratio Discussion

    | | APPENDIX A - PAGE 10 |

  173. CEO Pay Ratio Discussion

    | APPENDIX B RECONCILIATION OF NON-GAAP FINANCIAL MEASURES |

  174. CEO Pay Ratio Discussion

    This Proxy Statement discusses certain financial measures that are not presented in accordance with U.S. GAAP ("non-GAAP financial measures"), which are used by our management, Board, and investors. We use these non-GAAP financial measures internally to make operating and strategic decisions, including the preparation of our annual operating plan, evaluation of our performance, and as a factor in determining compensation for certain employees. We believe these non-GAAP measures provide additional information to facilitate comparisons of our historical operating results and trends in our underlying business. Non-GAAP financial measures should be considered as supplemental in nature and are not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with U.S. GAAP. In addition, our non-GAAP financial measures may not be the same as or comparable to similar non-GAAP measures presented by other companies. We consider quantitative and qualitative factors in assessing whether to adjust for the impact of items that may be significant or that could affect an understanding of our ongoing financial and business performance or trends. Reconciliations of these non-GAAP measures to the most comparable U.S. GAAP measures are included below. Free cash flow and adjusted free cash flow to net cash provided by operating activities:

  175. CEO Pay Ratio Discussion

    | | For the years ended December 31, | | | | | ($ in thousands) | 2025 | 2024 | | 2023 | | Net cash provided by operating activities | $621,450 | $551,547 | | $456,675 | | Less: Additions to property, plant and equipment and capitalized software | (131,248) | (158,555) | | (184,609) | | Free cash flow | 490,202 | 392,992 | | 272,066 | | Less: Recovery of prior period investments | 29,700 | — | — | — | | Plus: Impact of acquisition related retention costs | — | 7,000 | | 22,620 | | Adjusted free cash flow (for purposes of annual incentive plan) | $460,502 | $399,992 | | $294,686 |

  176. CEO Pay Ratio Discussion

    Adjusted earnings per share to diluted net income per share: Per share amounts have been calculated based on unrounded numbers. Accordingly, certain amounts may not sum due to the effect of rounding.

  177. CEO Pay Ratio Discussion

    | | For the years ended December 31, | | | | | 2025 | 2024 | 2023 | | Diluted net income/(loss) per share | $0.21 | $0.85 | $(0.03) | | Non-GAAP adjustments: | | | | | Restructuring related and other | 2.40 | 2.15 | 2.68 | | Financing and other transaction costs | 0.24 | 0.89 | 0.11 | | Amortization of intangible assets | 0.55 | 0.94 | 1.10 | | Deferred taxes and other tax related | 0.12 | (1.52) | (0.33) | | Amortization of debt issuance costs | 0.03 | 0.04 | 0.04 | | Other, net | (0.11) | 0.14 | 0.09 | | Total adjustments, before tax effect | 3.22 | 2.64 | 3.69 | | Tax effect of non-GAAP adjustments | (0.01) | (0.05) | (0.01) | | Adjusted earnings per share | 3.42 | 3.44 | 3.66 |

  178. CEO Pay Ratio Discussion

    | | APPENDIX C - PAGE 1 |

  179. CEO Pay Ratio Discussion

    Adjusted operating income to operating income:

  180. CEO Pay Ratio Discussion

    | | For the years ended December 31, | | | | ($ in thousands) | 2025 | 2024 | 2023 | | Operating income | $237,490 | $149,276 | $181,676 | | Non-GAAP adjustments: | | | | | Restructuring related and other | 352,246 | 324,010 | 407,416 | | Financing and other transaction costs | 34,946 | 133,816 | 17,189 | | Amortization of intangible assets | 80,241 | 141,380 | 167,679 | | Total adjustments | 467,433 | 599,206 | 592,284 | | Adjusted operating income | 704,923 | 748,482 | 773,960 |

  181. CEO Pay Ratio Discussion

    Adjusted operating margin to operating margin:

  182. CEO Pay Ratio Discussion

    | | For the year ended December 31, 2025 | For the year ended December 31, 2024 | | Operating margin | 6.4% | 3.8% | | Non-GAAP adjustments: | | | | Restructuring related and other | 9.5% | 8.2% | | Financing and other transaction costs | 0.9% | 3.4% | | Amortization of intangible assets | 2.2% | 3.6% | | Total adjustments | 12.6% | 15.2% | | Adjusted operating margin | 19.0% | 19.0% | | Annual incentive bonus design adjustments: | | | | Impact from related costs related to tariffs passed through to customers | 0.24% | —% | | Adjusted operating margin for purposes of Annual Incentive Plan | 19.24% | 19.0% |

  183. CEO Pay Ratio Discussion

    Adjusted EBITDA to net income:

  184. CEO Pay Ratio Discussion

    | ($ in thousands) | For the year ended December 31, 2025 | | Net income | $31,300 | | Interest expense, net | 130,030 | | Provision for income taxes | 92,009 | | Depreciation expense | 176,221 | | Amortization of intangible assets | 80,241 | | EBITDA | 509,801 | | Non-GAAP adjustments | | | Restructuring related and other | 307,038 | | Financing and other transaction costs | 34,946 | | Other, net | (15,849) | | Adjusted EBITDA | $835,936 |

  185. CEO Pay Ratio Discussion

    Net leverage ratio to total debt, and finance lease obligations:

  186. CEO Pay Ratio Discussion

    | ($ in thousands) | For the year ended December 31, 2025 | | Current portion of long-term debt and finance lease obligations | $2,271 | | Finance lease obligations, less current portion | 18,905 | | Long-term debt, net | 2,828,555 | | Total debt and finance lease obligations | 2,849,731 | | Less: debt premium | $485 | | Less: deferred financing costs | (17,949) | | Total gross debt | 2,867,195 | | Less: cash and cash equivalents | 573,034 | | Net debt | $2,294,161 | | Adjusted EBITDA | $835,936 | | Net leverage ratio | 2.7 |

  187. CEO Pay Ratio Discussion

    | | APPENDIX C - PAGE 2 |